-----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, K8ahcmYzouRLigwXS/0GUZ1LpYYEacbgaM33IireXYpDgCWTBsvoXyRl5tvwsRp8 oU+1wnwIxV+FLMR8TdmvFA== 0000913569-97-000024.txt : 19970221 0000913569-97-000024.hdr.sgml : 19970221 ACCESSION NUMBER: 0000913569-97-000024 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970122 ITEM INFORMATION: Other events FILED AS OF DATE: 19970210 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: 97522478 BUSINESS ADDRESS: STREET 1: 23855 RESEARCH DRIVE CITY: FARMINGTON HILLS STATE: MI ZIP: 48335 BUSINESS PHONE: 8104787710 MAIL ADDRESS: STREET 1: 23855 RESEARCH DR CITY: FARMINGTON HILLS STATE: MI ZIP: 48335 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 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) 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 EX-99.A 2 PRESS RELEASE ISSUED JANUARY 22, 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 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 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. EX-99.B 3 PRESS RELEASE ISSUED FEBRUARY 4, 1997 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 ====== ====== -----END PRIVACY-ENHANCED MESSAGE-----