-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PLILv9dYEYXmyZ8CjlWdtOJ+ydBq2LA9mLiJFuTQuKD1TSMN4GkhC5jKvJyuDOcj rOtzMw7kykCNiYyrnnli5w== 0000913569-97-000073.txt : 19970508 0000913569-97-000073.hdr.sgml : 19970508 ACCESSION NUMBER: 0000913569-97-000073 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970501 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970507 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PERCEPTRON INC/MI CENTRAL INDEX KEY: 0000887226 STANDARD INDUSTRIAL CLASSIFICATION: OPTICAL INSTRUMENTS & LENSES [3827] IRS NUMBER: 382381442 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20206 FILM NUMBER: 97597198 BUSINESS ADDRESS: STREET 1: PERCEPTRON INC STREET 2: 47827 HALYARD DRIVE CITY: PLYMOUTH STATE: MI ZIP: 48170-2461 BUSINESS PHONE: 3134144816 MAIL ADDRESS: STREET 1: PERCEPTRON INC STREET 2: 47827 HALYARD DRIVE CITY: PLYMOUTH STATE: MI ZIP: 48170-2461 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Act of 1934 Date of Report (Date of earliest event reported): May 1, 1997 PERCEPTRON, INC. (Exact name of registrant as specified in its charter) Michigan 0-20206 38-2381442 (State or Other (Commission File Number) (IRS Employer Jurisdiction Identification No.) of Incorporation) 48727 Halyard Drive, Plymouth, MI 48170 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (313) 414-6100 (Former name or former address, if changed since last report) Item 5. Other Events On May 1, 1997, Perceptron announced the acquisition of Trident Systems, Inc. and Nanoose Systems, Inc. and its first quarter results. Attached hereto and incorporated by reference is the press release relating to such announcement. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits 1. Press Release dated May 1, 1997 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PERCEPTRON, INC. Date: May 6, 1997 By: /S/ Alfred A. Pease Alfred A. Pease President and Chief Executive Officer EX-1 2 PRESS RELEASE [LOGO] PERCEPTRON Sensing the Future 48727 Halyard Drive Plymouth, Michigan 48170-2461 (313) 414-6100 Facsimile: (313) 414-4700 FOR IMMEDIATE RELEASE CONTACT: John G. Zimmerman Stephanie King Vice President & CE Edelman Financial 313/414-6100 212/704-8291 PERCEPTRON ANNOUNCES ACQUISITION OF TRIDENT SYSTEMS, INC. AND NANOOSE SYSTEMS CORP. PERCEPTRON ANNOUNCES FIRST QUARTER RESULTS FIRST QUARTER HIGHLIGHTS - - Trident Systems and Nanoose Systems acquisitions completed. - - New order bookings more than double to $17.7 million. - - Two new first-tier supplier orders totaling $2.2 million. - - Autospect receives new orders for $0.9 million in April. - - New order backlog at a record $28.8 million. - - Revenues increased to $10.3 million. - - Net income at $0.8 million, EPS at $0.10 Financial Summary Table (in $000's except per share data) Three Months Ended 3/31/97 3/31/96 % Change Net sales $10,330 $ 9,510 9% Gross profit 6,060 5,589 8% Non-cash stock compensation expense - 421 - Pre-tax income 1,133 1,233 (8)% Net income 793 859 (8)% Net income per share $ .10 $ .11 (9)% Weighted average shares 8,228 7,855 5% Plymouth, MI, May 1, 1997 -- Perceptron, Inc. (Nasdaq: PRCP) today announced the completion of the acquisitions of Trident Systems, Inc. of Atlanta, GA, and Nanoose Systems Corp., of Parksville, BC and reported results for the first quarter ended March 31, 1997. Perceptron has maintained a successful working relationship with Trident Systems, a full service integrator for the solid woods sector of the forest products industry, since 1995. Trident Systems provide applications that address a wide spectrum of mill processes. Nanoose Systems Corporation is a software design and engineering company specializing in industrial scanning and optimization systems. Optimization software written by Nanoose is a key element of the integrated systems that are developed and sold into the sawmill industry. Trident and Nanoose will operate as subsidiaries of Perceptron. Their current management teams will continue to provide leadership to the respective companies. Perceptron expects revenues from these acquisitions to represent at least 10% of the combined companies' revenues and for earnings to be slightly accretive overall for 1997. The acquisitions are structured to be accounted for as a pooling of interests in which 309,782 shares of Perceptron common stock were issued. Commenting on the acquisition, Alfred A. Pease, Chairman, President and Chief Executive Officer of Perceptron stated, "We are excited about joining with these two excellent companies. The alliance of Perceptron with Trident and Nanoose is an important element of our strategy to diversify our presence into non-automotive industries. These transactions will integrate the best elements of the three companies and allow for the creation of a new forest products business model which closely parallels Perceptron's proven successful automotive business model. The new business unit will have the ability to engage outside integrators by supplying them with complete scanning and optimization solutions as well as continuing to act as a full service systems integrator, as customers require." Sales for the quarter increased nearly 9%, to $10.3 million, from the $9.5 million in the same period last year. Net income of $0.8 million, $0.10 per share, compares to $0.9 million or $0.11 per share in the 1996 quarter. Results of both periods include Autospect, Inc. which was acquired in February, 1997. Earnings per share for Perceptron alone amounted to $0.14 per share verses $0.12 per share in the prior year quarter, which included a $0.4 per share charge recorded for a non-cash stock compensation expense. Sales were $10.0 million, a record for the quarter, up 10% from $9.1 million in the 1996 period. Autospect realized a loss in the quarter of $0.04 per share, due to reduced sales levels and certain acquisition expenses. This compares to a loss of $0.01 per share in the prior year. The Company expects improvement for Autospect during the year, as synergies from the acquisition take hold and their new products are delivered to the market. New order bookings for the quarter doubled those of a year ago, reaching $17.7 million. Included were two first tier supplier orders which totaled $2.2 million. In April, orders were received from a Korean auto company for $0.6 million and Autospect received new orders totaling $0.9 million. The Company's backlog stood at a record $28.8 million at the end of the first quarter. Mr. Pease stated, "As previously reported, late in the first quarter we anticipated revenues and earnings to be below expectations. The nature of the Company's business is such that revenues are largely generated through sizable orders from a small number of customers. As a result, the timing of orders can cause the Company to experience significant fluctuations in its quarterly revenues and operating results. Systems sold to the automotive businesses are delivered at various periods during the year as customers request, but are usually installed into manufacturing lines primarily during major shutdown periods after the end of the second quarter and after the end of the fourth quarter. Because of this dynamic, six month and annual results are easier to plan. As a result, we expect second quarter 1997 to show a marked improvement over both the first quarter of 1997 and second quarter 1996. With our expanding customer base and the wide acceptance of our products, we are confident in our strategy for growth in revenues and profitability." Perceptron designs, manufactures and markets information-based process measurement and guidance solutions for industry. Perceptron's systems are recognized in a number of industries and market segments as important tools for improvement of both quality an efficiency. Perceptron markets its products worldwide through its offices in Michigan, Germany, Brazil, The Netherlands, Korea, and Japan. Safe Harbor Statement Certain statements in this press release may be "forward looking statements" within the meaning of the Securities Exchange Act of 1934. Actual results could differ materially, from those in the forward looking statements due to a number of uncertainties, including, but not limited to the independence of the Company's revenue on a number of sizable order from a small number of customers, the timing of orders which can cause the Company to experience significant fluctuations in its quarterly and annual revenue and operating results, general product demand and market acceptance risks, the ability of the Company to successfully compete with alternative and similar technologies, the timing and continuation of the automotive industry's retooling programs, the ability of the Company to resolve technical issues inherent in the development of new products and technologies, the ability of the Company to identify and satisfy market needs, general product development and commercialization difficulties the quality and cost of competitive products already in existence or developed in the future, the level of interest existing and potential new customers may have in new products and technologies generally, rapid or unexpected technologies changes, and the effect of the economic conditions. - Financial Tables Follows - PERCEPTRON, INC. SELECTED FINANCIAL DATA CONDENSED INCOME STATEMENTS (Unaudited) (In $000's except per share data) Three Months Ended March 31, 1997 1996 Net sales $ 10,330 $ 9,510 Cost of sales 4,270 3,921 Gross profit 6,060 5,589 ------ ------ Selling, general and administrative expense 8,198 2,801 Engineering, research and development expense 1,911 1,295 Non-cash stock compensation expense 0 421 ------ ------ Income from operations 951 1,072 Interest income, net 182 161 ------ ------ Income before provision for income taxes 1,133 1,233 Provision for income taxes 340 374 ------ ------ Net income 793 $ 859 ------ ------ Net income per weighted average common share $ .10 $ .11 ------ ------ Weighted average common and common equivalent shares 8,227,543 7,854,650 --------- --------- CONDENSED BALANCE SHEETS (Unaudited) (In $000's) March 31, December 31, 1997 1996 Cash and cash equivalents $16,785 $14,677 Other current assets 26,652 33,155 Property and equipment, net 9,948 9,344 Other non-current assets, net 2,069 2,352 ------ ------ Total assets $55,454 $59,528 ------ ------ Total liabilities 7,050 11,729 Shareholders' equity 48,404 47,799 ------ ------ Total liabilities and shareholders' equity $55,454 $59,528 ------- ------- -----END PRIVACY-ENHANCED MESSAGE-----