SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 22, 1997
Perceptron, Inc.
(Exact Name of registrant as specified in its charter)
Michigan
(State or other jurisdiction of incorporation)
0-20206 38-2381442
(Commission File Number) (IRS Employer Identification No.)
47827 Halyard Drive
Plymouth, Michigan 48170
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (313) 414-6100
23855 Research Drive
Farmington Hills, Michigan 48335-2643
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events
Perceptron, Inc. ("Perceptron, Inc.") recently announced its
revenues and bookings for the quarter and year ended December 31, 1996, a
non-cash charge to earnings for the years ended December 31, 1996 and 1995
to reflect adjustments in its methods of accounting for stock options, its
statements of income for the quarters and years ended December 31, 1996 and
1995 (as restated), its balance sheets for the years ended December 31, 1996
and 1995 (as restated) and its statements of income for the nine months
ended September 30, 1996 (as restated) and 1995. The press releases
announcing these matters are attached as Exhibit 99(a) and 99(b).
Item 7. Exhibits.
99(a) - Press Release issued January 22, 1997
99(b) - Press Release issued February 4, 1997
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: February 10, 1997
PERCEPTRON, INC.
By: /S/ Alfred A. Pease
---------------------------
Alfred A. Pease
President and Chief
Executive Officer
INDEX TO EXHIBIT
99(a) Press Release issued January 22, 1997
99(b) Press Release issued February 4, 1997
Exhibit 99(a)
For Immediate Release
CONTACT: John G. Zimmerman Jim Goldman/Stephanie King
Vice President & CFO Edelman Financial
Perceptron, Inc. 212/704-8255/8291
Perceptron Announces Record Annual and
Fourth Quarter Revenue and Bookings
New Forest Product and First-Tier Supplier Contracts Announced
Company Announces Non-Cash Charge to Earnings
to Reflect Changes in Accounting for Stock Options
Farmington Hills, MI January 22, 1997 - Perceptron, Inc. (Nasdaq: PRCP)
today announced record sales and new order bookings for the year and fourth
quarter ended December 31, 1996.
For the full year of 1996, net sales reached $49.6 million, a 33% increase
over net sales of $37.3 million in 1995. Net sales for the fourth quarter
of 1996 were $16.0 million, an increase of 19.4% over net sales of $13.4
million during the fourth quarter of 1995.
New order bookings in 1996 were $54.4 million, an increase of 28.6% over
1995 bookings of $42.3 million. New order bookings for the fourth quarter
of 1996 were $21.3 million, an increase of 59.0% over bookings of $13.4
million during the fourth quarter of 1995. At December 31, 1996,
Perceptron's order backlog was $21.0 million, a 28.8% increase over its
$16.3 million backlog at December 31, 1996.
Perceptron also announced two major new orders. One expands its presence
outside the automotive arena and the other opens a new segment within its
core automotive business. In January, 1997, Perceptron received $2.0
million in bookings from Trident Systems, Inc., a forest products systems
integrator, for its forest products business, in addition to a $500,000
booking it received late in 1996. This new booking raises the backlog to
over $23 million. Another incremental booking of nearly $500,000 was
received in 1996 for the steel processing industry for steel furnace
inspection. Bookings for 1996 also include a $2.8 million order from an
important first-tier supplier to the automotive industry.
Alfred A. Pease, Chairman and Chief Executive Officer of Perceptron, stated,
"The Perceptron team has once again delivered record results to its
customers and its shareholders. We are very pleased with our sales and
bookings for 1996, which demonstrate the continuing strength of our core
automotive business and our progress in developing our non-automotive
businesses. We are encouraged by the customer satisfaction engendered by
our 1996 forest products beta test sites and operational installations.
"Our first-tier supplier booking is also important in that it extends our
proven product line to a new set of customers. It also positions us earlier
in the automobile production process and provides the company with a new
base of customers from which to leverage additional sales."
The Company also announced that it will take a non-cash charge to earnings
in 1996 of approximately $2.1 million, net of taxes, or approximately 27
cents per share, to reflect adjustments in its methods of accounting for
stock options. The Company will also restate its results of operations for
1995, which were audited by the independent accounting firm of Coopers &
Lybrand LLP. Coopers and Lybrand LLP has been the Company's accounting firm
since 1981. The non-cash charge to earnings for 1995 will amount to
approximately $900,000, net of taxes, or approximately 12 cents per share.
These non-cash charges have no effect on the company's operations or its
<PAGE>
product markets. There will be a favorable impact of $1.7 million on the
Company's cash position from 1995 and 1996 stock option exercise as a result
of reduced income taxes to be paid. There will also be a comparable
increase in shareholders' equity.
Beginning in late 1994, some participants in the Company's stock option plan
have used Perceptron's stock options to pay the exercise price of stock
options issued under the plan. The Company was just advised by its
independent accounting firm, Coopers & Lybrand LLP, that accounting rules
require the recording of a non-cash compensation expense relating to certain
of those exercises during 1996 and during the audited fiscal year of 1995.
Similar exercises of options took place during the last quarter of the
audited fiscal year of 1994, but Coopers & Lybrand LLP has concluded that
the effect of these transactions was not material and does not require
restatement of the results of operations for that year.
Mr. Pease stated, "The need to adjust the manner in which we have
historically accounted for stock options just came to our attention and the
resulting non-cash charge is strictly an accounting adjustment and has no
effect on our business, which remains strong. The accounting for stock
options is complex and technical. Variations in the factual setting
relating to stock option exercises can result in different accounting
treatment of the compensatory element inherent in all stock option
arrangements. While this non-cash charge will impact reported earnings for
1996 and the prior year, we are taking action to eliminate the provision in
our stock options plans which might have resulted in our taking this
non-cash compensation expense for 1997.
"The tax effects of these stock options exercises will actually represent a
real net benefit to the company in the form of an overall increase in our
cash position, due to reduced income taxes, amounting to about $1.7 million,
with a comparable increase in shareholder equity."
Net income and earnings per share for the nine months ended September 30,
1996 will be restated to be $4.0 million, or $0.53 per share, to include
approximately $2.1 million, net of taxes, of the non-cash charge described
above, compared to $6.1 million, or $0.80 per share as originally reported.
No additional charges of this nature will be taken in the fourth quarter of
1996.
Net income and earnings per share for the year ended December 31, 1995 will
be restated to be $8.4 million, or $1.16 per share, to include approximately
$900,000, net of taxes, of the non-cash charge described above, compared to
$9.3 million, or $1.28 per share as originally reported. The Company will
restate its prior filings of its forms 10K and 10Q as required.
Financial Summary Table
(in 000's except for per share data)
Nine Months Ended Year End
September, 1996 1995
---------------------------------------------------
As Reported As Restated As Reported As Restated
----------------------------------------------------
Net Sales $33,581 $33,581 $37,291 $37,291
Gross Profit 20,493 20,493 23,116 23,116
Non-cash Charge --- 3,202 --- 1,377
Pre-tax Income 8,692 5,490 9,304 7,927
Income Tax 2,608 1,487 --- -(482)
Net Income 6,084 4,003 9,304 8,409
Net Income per
Share $0.80 $0.53 $1.28 $1.16
Weighted Average 7,600 7,600 7,258 7,258
Shares Outstand-
ing
<PAGE>
Perceptron designs, manufactures and markets information based process
measurement and guidance solutions for industry. Perceptron's systems are
recognized in a number of industries and market segments as important tools
for improvement of quality, productivity, and efficiency. Perceptron markets
and sells its products worldwide through its offices in Michigan, Germany,
Brazil, The Netherlands, Korea, and Japan.
Exhibit 99(b)
FOR IMMEDIATE RELEASE
CONTACT: John G. Zimmerman Jim Goldman/Stefanie King
Vice President & CFO Edelman Financial
Perceptron, Inc. 212-704-8255/8291
PERCEPTRON ANNOUNCES RECORD FOURTH QUARTER
AND TWELVE MONTH RESULTS
HIGHLIGHTS
1996 sales increase 33% to $49.6 million
Fourth quarter sales increase 20% to $16.1 million
Pre-tax income increases 38% for the year and 32% for the quarter
Earnings per share reach $0.50 for the quarter
Earnings per share reach $1.30 for the year before the previously
reported non-cash charge of $0.27 per share
New order booking total $54.4 million for the year, an increase of
29% from the prior year
Fourth quarter bookings increase 59%, reach $21.3 million
$2.8 million order received in fourth quarter from first-tier auto
supplier
$1.0 million in fourth quarter orders from forest products and steel
processing industries
Financial Summary Table
(in $000's except per share data)
Three Months Ended Twelve Months Ended
December December
1996 1995 % Change 1996 1995 % Change
Net Sales $16,098 $13,388 20% $49,679 $37,291 33%
Gross Profit 10,197 8,437 21% 30,690 23,116 33%
Non-cash stock
compensation expense 0 0 3,202 1,377
Pre-tax income 5,474 4,141 32% 10,964 7,927 38%
Income tax 1,583 0 3,070 (482)
Net income 3,891 4,141 (6)% 7,894 8,409 (6)%
Net income per
share* $ .50 $ .56* (10)% $ 1.03 $ 1.16* (11)%
Weighed average
shares
outstanding 7,706 7,391 4% 7,636 7,258 5%
* Net income per share would have been $0.40 and $0.84 for the three
and twelve month periods of 1996, respectively, had income been
taxed at 1996 rates
PLYMOUTH, MI, February 4, 1997 - Perceptron, Inc. (Nasdaq: P
RCP) today reported record sales and pre-tax earnings for the fourth
quarter, 1996. Sales rose 20% from the prior year period to reach $16.1
million. Earnings before taxes reached $5.5 million, 34% of sales, which
represented a 32% increase from the 1995 fourth quarter. Net income was
$3.9 million or $0.50 per share, compared to the prior year results of $4.1
million, $0.56 per share, when earnings were not taxed. On a comparable
basis, if the prior year earnings were taxed at the 1996 rate, the earnings
per share would have been $0.40.
For the full year of 1996, sales reached $49.6 million, a 33% increase from
1995 sales of $37.3 million. Earnings per share in 1996 were $1.30, before
the previously reported $2.1 million non-cash charge, net of taxes, or $.27
per share, to reflect adjustments in accounting for stock options. Net
earnings were $7.9 million or $1.03 per share after the adjustment. 1995
earnings were $8.4 million or $1.16 per share after a $0.9 million non-cash
charge, net of taxes, or $.0.12 per share, to reflect adjustments in
accounting for stock options. There was no provision for income tax in 1995
due to the Company's tax loss position. 1995 earnings, if adjusted for
taxes would have been $0.84 per share. In each year, the non-cash
adjustment applied only to the first nine months. No adjustments was made
in the fourth quarter of either year.
Bookings in the fourth quarter were strong, totaling $21.3 million, a 59%
increase over the prior year. For the year of 1996, new orders amounted to
$54.4 million, a 29% increase over the $42.3 million received in 1995.
Order backlog at the end of 1996 stood at $21.0 million, a 29% increase over
the $16.3 backlog at the end of 1995. Included in the fourth quarter orders
were a $2.8 million order from a major first-tier automotive supplier; a
$0.5 million order from Trident Systems, Inc., a forest products system
integrator; and a $0.5 million from the steel processing industry for
furnace inspection. Perceptron received an additional $2.0 million booking
from Trident Systems in January, 1997.
Alfred A. Pease, Chairman, President and Chief Executive Officer of
Perceptron stated, "The Perceptron team has once again delivered record
results to its customers and its shareholders. We are very pleased with our
sales, bookings, and earnings for 1996, which demonstrate the continuing
strength of our core automotive business and our progress in developing our
non-automotive businesses. We are encouraged by the customer satisfaction
engendered by our 1996 forest products beta test sites and operational
installations.
"Our first-tier supplier booking is also important in that it extends our
proven product line to a new set of customers. It also positions us earlier
in the automobile production process and provides the Company with a new
base of customers from which to leverage additional sales. And, as
mentioned in yesterday's acquisition announcement, the alliance of
Perceptron with Autospect is an important element of our strategy to broaden
and deepen the penetration in our core automotive segments while
diversifying into other markets. The merger of the two companies allows
Perceptron to provide a broader solution to the worldwide auto industry fit
and finish challenge."
The Company also announced it has purchased certain assets and intellectual
property of HGV Vosseler GmbH & Co. KG of Oehringen, Germany in exchange for
82,150 shares of Perceptron common stock. This transaction enhances
Perceptron's global technology base and shortens the time to market for
products under development.
Perceptron designs, manufactures and markets information based process
measurement and guidance solutions for industry. Perceptron's systems are
recognized in a number of industries and market segments as important tools
for improvement of both quality and efficiency. Perceptron markets and
sells its products worldwide through its offices in Michigan, Germany,
Brazil, the Netherlands, Korea, and Japan.
Safe Harbor Statement
Certain statements in this press release are "forward looking statements"
within the meaning of the Securities Exchange Act of 1934. Actual results
could differ materially from those in the forward looking statements due to
a number of uncertainties, including, but not limited to, the 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,
the continuation or acceleration of the automotive industry's retooling
programs, rapid or unexpected technological changes, general product demand
and market acceptance risks, the ability of the Company to successfully
compete with alternative and similar technologies and the effect of economic
conditions.
Financial Tables Follow
PERCEPTRON, INC.
SELECTED FINANCIAL DATA
CONDENSED INCOME STATEMENTS
(Audited)
(In $000's except per share data)
Three Months Ended Twelve Months Ended
December 31, December 31,
1996 1995 1996 1995
Net sales $16,098 $13,388 $49,679 $37,219
Cost of sales 5,901 4,951 18,989 14,175
------ ------ ------ ------
Gross profit 10,197 8,437 30,690 23,116
------ ------ ------ ------
Selling, general and
administrative expense 3,262 3,275 11,456 9,884
Engineering, research and
development expense 1,660 1,167 5,854 4,467
Non-cash stock compensa-
tion expense -- -- 3,202 1,377
----- ----- ----- -----
Income from operations 5,275 3,995 10,178 7,388
Interest income, net 199 146 786 539
----- ----- ------ -----
Income before provision
for income taxes 5,474 4,141 10,964 7,927
Provision for income
taxes 1,583 0 3,070 (482)
----- ----- ------ ------
Net income $ 3,891 $ 4,141 $ 7,894 $ 8,409
----- ----- ------ ------
Net income per weighted
average common share* $ .50 $ .56* $ 1.03 $ 1.16*
===== ===== ====== ======
Weighted average common
and common equivalent
shares 7,706 7,391 7,636 7,258
----- ----- ----- -----
* Net income per share would have been $0.40 and $0.84 for the three
and twelve month periods of 1995, respectively, had income been
taxed at 1996 rates.
CONDENSED BALANCE SHEETS
(Audited)
(In $000's)
December 31, December 31,
1996 1995
Cash and cash equivalents $14,666 $14,990
Other current assets 30,815 21,064
Property and equipment, net 9,115 2,527
Other non-current assets 2,300 --
------ ------
Total assets $56,896 $38,581
====== ======
Total liabilities $10,392 $ 8,223
Shareholders' equity 46,504 30,358
------ ------
Total liabilities and
and shareholders'
equity $56,896 $38,581
====== ======
