-----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, AODxgE2NEHPwkGkKAHAW0dT02eugfqr6c93kfnOqqjib/NewFN2XoZTM1vlT1c7T +btem5fU/WMrdDt1PcCSpQ== 0000950124-03-003690.txt : 20031114 0000950124-03-003690.hdr.sgml : 20031114 20031114103231 ACCESSION NUMBER: 0000950124-03-003690 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20030930 FILED AS OF DATE: 20031114 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: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-20206 FILM NUMBER: 031000941 BUSINESS ADDRESS: STREET 1: 47827 HALYARD DRIVE CITY: PLYMOUTH STATE: MI ZIP: 48170-2461 BUSINESS PHONE: 3134144816 MAIL ADDRESS: STREET 1: 47827 HALYARD DRIVE CITY: PLYMOUTH STATE: MI ZIP: 48170-2461 10-Q 1 k80677e10vq.txt QUARTERLY REPORT FOR PERIOD ENDED 09/30/03 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, 2003. 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) (Zip Code) (734) 414-6100 (Registrant's Telephone Number, Including Area Code) Not Applicable (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) 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 preceding 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 -------------- -------------- Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes No X -------------- -------------- The number of shares outstanding of each of the issuer's classes of common stock as of November 7, 2003, was: Common Stock, $0.01 par value 8,578,258 ----------------------------- -------------------------- Class Number of shares PERCEPTRON, INC. AND SUBSIDIARIES INDEX TO FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2003
PAGE NUMBER ------ COVER 1 INDEX 2 PART I. FINANCIAL INFORMATION Item 1. Financial Statements 3 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 Item 3. Quantitative and Qualitative Disclosures about Market Risk 14 Item 4. Controls and Procedures 14 PART II. OTHER INFORMATION Item 1. Legal Proceedings 15 Item 6. Exhibits and Reports on Form 8-K 15 SIGNATURES 16
2 PERCEPTRON, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
THREE MONTHS ENDED SEPTEMBER 30, (In Thousands, Except Per Share Amounts) 2003 2002 -------- -------- NET SALES $ 12,268 $ 10,777 COST OF SALES 6,657 6,081 -------- -------- GROSS PROFIT 5,611 4,696 -------- -------- OPERATING EXPENSES Selling, general and administrative 2,485 2,553 Engineering, research and development 1,437 1,459 -------- -------- Total operating expenses 3,922 4,012 -------- -------- OPERATING INCOME 1,689 684 -------- -------- OTHER INCOME AND (DEDUCTIONS) Interest expense - (119) Interest income 51 67 Foreign currency and other (11) (125) -------- -------- Total other income (deductions) 40 (177) -------- -------- INCOME BEFORE INCOME TAXES 1,729 507 INCOME TAX EXPENSE 702 220 -------- -------- NET INCOME $ 1,027 $ 287 ======== ======== EARNINGS PER COMMON SHARE Basic $ 0.12 $ 0.03 Diluted $ 0.11 $ 0.03 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING Basic 8,430 8,244 Dilutive effect of stock options 804 3 -------- -------- Diluted 9,234 8,247 ======== ========
The notes to the consolidated financial statements are an integral part of these statements. 3 PERCEPTRON, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, JUNE 30, (In Thousands, Except Per Share Amount) 2003 2003 -------- -------- (Unaudited) ASSETS CURRENT ASSETS Cash and cash equivalents $ 14,939 $ 11,101 Receivables: Billed receivables, net of allowance for doubtful accounts 17,391 22,955 of $580 and $674, respectively Unbilled receivables 1,658 1,170 Other receivables 1,382 1,474 Inventories, net of reserves of $467 and $569, respectively 7,000 6,809 Deferred taxes and other current assets 1,295 1,365 -------- -------- Total current assets 43,665 44,874 -------- -------- PROPERTY AND EQUIPMENT Building and land 6,004 6,004 Machinery and equipment 9,903 9,682 Furniture and fixtures 1,068 1,063 -------- -------- 16,975 16,749 Less - Accumulated depreciation and amortization (8,813) (8,459) -------- -------- Net property and equipment 8,162 8,290 -------- -------- DEFERRED TAX ASSETS 6,258 6,250 -------- -------- TOTAL ASSETS $ 58,085 $ 59,414 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 1,763 $ 1,754 Accrued liabilities and expenses 4,990 5,051 Deferred revenue 1,322 1,098 Income taxes payable 2,076 2,859 Accrued compensation 1,170 3,707 -------- -------- Total current liabilities 11,321 14,469 -------- -------- SHAREHOLDERS' EQUITY Preferred stock - no par value, authorized 1,000 shares, issued none - - Common stock, $0.01 par value, authorized 19,000 shares, issued and outstanding 8,575 and 8,342, respectively 86 83 Accumulated other comprehensive loss (818) (961) Additional paid-in capital 41,927 41,281 Retained earnings 5,569 4,542 -------- -------- Total shareholders' equity 46,764 44,945 -------- -------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 58,085 $ 59,414 ======== ========
The notes to the consolidated financial statements are an integral part of these statements. 4 PERCEPTRON, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
THREE MONTHS ENDED SEPTEMBER 30, (In Thousands) 2003 2002 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 1,027 $ 287 Adjustments to reconcile net income to net cash provided from (used for) operating activities: Depreciation and amortization 345 330 Stock option income tax benefit 209 - Deferred income taxes (9) 139 Other (98) (2) Changes in assets and liabilities, exclusive of changes shown separately 2,063 537 -------- -------- Net cash provided from operating activities 3,537 1,291 -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Revolving credit borrowings - 5,370 Revolving credit repayments - (2,835) Proceeds from stock plans 440 12 -------- -------- Net cash provided from financing activities 440 2,547 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures (212) (307) -------- -------- Net cash used for investing activities (212) (307) -------- -------- EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 73 (30) -------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS 3,838 3,501 CASH AND CASH EQUIVALENTS, JULY 1 11,101 8,143 -------- -------- CASH AND CASH EQUIVALENTS, SEPTEMBER 30 $ 14,939 $ 11,644 ======== ======== CHANGES IN ASSETS AND LIABILITIES, EXCLUSIVE OF CHANGES SHOWN SEPARATELY Receivables, net $ 5,425 $ 1,367 Inventories (192) (25) Accounts payable 8 (598) Other current assets and liabilities (3,178) (207) -------- -------- $ 2,063 $ 537 ======== ========
The notes to the consolidated financial statements are an integral part of these statements. 5 PERCEPTRON, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION The accompanying consolidated financial statements should be read in conjunction with the Company's 2003 Annual Report on Form 10-K. Certain reclassifications may have been made to the prior year's financial statements to conform with the fiscal year 2004 presentation. In the opinion of management, the unaudited information furnished herein reflects all adjustments necessary, including normal recurring adjustments, for a fair presentation of the financial statements for the periods presented. The results of operations for any interim period are not necessarily indicative of the results of operations for a full year. 2. 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. The Company provides a reserve for obsolescence to recognize the effects of engineering change orders and other matters that affect the value of the inventory. When the related inventory is disposed of, the obsolescence reserve is released. During the first quarter of fiscal 2004, the Company disposed of $103,000 of inventory that had been reserved for at June 30, 2003. Inventory, net of reserves of $467,000, is comprised of the following (in thousands):
SEPTEMBER 30, JUNE 30, 2003 2003 ------ ------ Component Parts $3,921 $3,525 Work In Process 335 516 Finished Goods 2,744 2,768 ------ ------ Total $7,000 $6,809 ====== ======
3. EARNINGS PER SHARE Basic earnings per share ("EPS") is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Other obligations, such as stock options, are considered to be potentially dilutive common shares. Diluted EPS assumes the issuance of potential dilutive common shares outstanding during the period and adjusts for any changes in income and the repurchase of common shares that would have occurred from the assumed issuance, unless such effect is anti-dilutive. Options to purchase 579,000 and 1,984,000 shares of common stock outstanding in the three months ended September 30, 2003 and 2002, respectively, were not included in the computation of diluted EPS because the effect would have been anti-dilutive. 4. FOREIGN EXCHANGE CONTRACTS The Company may use, from time to time, a limited hedging program to minimize the impact of foreign currency fluctuations. These transactions involve the use of forward contracts, typically mature within one year and are designed to hedge anticipated foreign currency transactions. The Company may use forward exchange contracts to hedge the net assets of certain of its foreign subsidiaries to offset the translation and economic exposures related to the Company's investment in these subsidiaries. Changes in the fair value of these contracts are included in other comprehensive income until they are recognized in earnings at the time the forecasted transaction occurs. 6 At September 30, 2003, the Company had forward exchange contracts between the United States Dollar and the Euro in the notional amount of $8.0 million. The hedges are accounted for as cash flow hedges and have a weighted average settlement price of 1.11 Euros to the United States Dollar. The contracts outstanding at September 30, 2003, mature through June 30, 2004 and are intended to hedge the Company's investment in its German subsidiary. The Company recognized a charge of $213,000 in other comprehensive income (loss) for the unrealized change in value of these forward exchange contracts during the quarter ended September 30, 2003. The Company's forward exchange contracts do not subject it to material risk due to exchange rate movements because gains and losses on these contracts offset losses and gains on the assets, liabilities, and transactions being hedged. The Company did not engage in any hedging activities during the first quarter of fiscal year 2003. 5. COMPREHENSIVE INCOME Comprehensive income is defined as the change in common shareholder's equity during a period from transactions and events from non-owner sources, including net income. Other items of comprehensive income include revenues, expenses, gains and losses that are excluded from net income. Total comprehensive income for the applicable periods is as follows (in thousands):
THREE MONTHS ENDED SEPTEMBER 30, 2003 2002 ------- ------- Net Income $ 1,027 $ 287 Other Comprehensive Income (Loss): Foreign currency translation adjustments 356 1 Forward Contracts (213) - ------- ------- Total Comprehensive Income $ 1,170 $ 288 ======= =======
6. CREDIT FACILITIES The Company has a $7.5 million collateral-based Credit Agreement with Comerica Bank, which expires on November 1, 2005. Proceeds under the Credit Agreement may be used for working capital and capital expenditures. The collateral for the loan is substantially all U.S. assets of the Company. Borrowings are designated as a Prime-based Advance or as a Eurodollar-based Advance. Interest on Prime-based Advances is payable on the last day of each month and is calculated daily at a rate that ranges from a 1/2% below to a 1/4% above the bank's prime rate (4.00% as of November 1, 2003) dependent upon the Company's ratio of funded debt to earnings before interest, taxes, depreciation and amortization ("EBITDA"). Interest on Eurodollar-based Advances is calculated at a specific margin above the Eurodollar Rate offered at the time and for the period chosen (approximately 3.0% as of November 1, 2003) dependent upon the Company's ratio of funded debt to EBITDA and is payable on the last day of the applicable period. Quarterly, the Company pays a commitment fee on the daily unused portion of the Credit Agreement based on a percentage dependent upon the Company's ratio of funded debt to EBITDA. The aggregate principal amount outstanding at any one time cannot exceed the lesser of $7.5 million or the borrowing base which is comprised of 80% of eligible accounts receivable billed in the United States, aged up to 180 days, plus the lesser of 25% of raw material located in the United States or $2.0 million, plus the lesser of 50% of finished goods inventory or $750,000 plus $4.2 million representing 60% of the appraised value of the Company's real property located in Plymouth, Michigan. The Credit Agreement prohibits the Company from paying dividends. In addition, the Credit Agreement requires the Company to maintain a Tangible Net Worth, as defined in the Credit Agreement, of not less than $31.2 million as of September 30, 2003. The borrowing base at September 30, 2003 was $7.5 million with no borrowings outstanding. 7 At September 30, 2003, the Company's German subsidiary (GmbH) had an unsecured credit facility totaling 500,000 Euros. The facility may be used to finance working capital needs and equipment purchases or capital leases. Any borrowings for working capital needs will bear interest at 9.0% on the first 100,000 Euros of borrowings and 2.0% for borrowings over 100,000 Euros. The German credit facility is cancelable at any time by either GmbH or the bank and any amounts then outstanding would become immediately due and payable. At September 30, 2003, GmbH had no borrowings outstanding. The facility supported outstanding letters of credit totaling 258,000 Euros. 7. STOCK BASED COMPENSATION The Company has stock option plans, which are described more fully in Note 13 in the Company's 2003 Annual Report. The Company applies APB Opinion No. 25 ("APB 25"), "Accounting for Stock Issued to Employees," and related interpretations in accounting for these plans. Accordingly, compensation cost for stock options has been recognized under the provisions of APB 25. No stock-based compensation cost is reflected in net income, as all options granted under these plans had an exercise price greater than or equal to the market value of the underlying common stock on the date of grant. The following table illustrates the pro forma effect on net income and earnings per share for the periods indicated if the Company had applied the fair value recognition provisions of FASB Statement 123, "Accounting for Stock-Based Compensation," to its stock option plans as indicated below (in thousands except per share amounts):
THREE MONTHS THREE MONTHS ENDED ENDED SEPTEMBER 30, 2003 SEPTEMBER 30, 2002 ----------------------------------------- Net income: As reported $ 1,027 $ 287 Pro forma $ 927 $ 201 Earnings per share: Basic - as reported $ 0.12 $ 0.03 Basic - pro forma $ 0.11 $ 0.02 Diluted - as reported $ 0.11 $ 0.03 Diluted - pro forma $ 0.10 $ 0.02
The estimated fair value as of the date options were granted during the periods presented, using the Black-Scholes option-pricing model, was as follows:
THREE MONTHS THREE MONTHS ENDED ENDED SEPTEMBER 30, 2003 SEPTEMBER 30, 2002 ----------------------------------------- Weighted average estimated fair value per share of options granted during the period $ 4.59 $ 0.97 Assumptions: Amortized dividend yield - - Common stock price volatility 89.87% 115.96% Risk free rate of return 3.13% 3.00% Expected option term (in years) 5 5
8 8. COMMITMENTS AND CONTINGENCIES Management is currently unaware of any significant pending litigation affecting the Company, other than the matters set forth below and those discussed in the Company's 2003 Annual Report on Form 10-K. On October 15, 2003, the Company entered into a Settlement Agreement ("Agreement") with LMI Technologies, Inc. ("LMI"), Diffracto Limited, Sensor Adaptive Machines, Inc., Leonard Metcalfe, Neil Hummel and others that resolved all pending litigation matters between the parties. The Agreement settled the May 10, 2002 action the Company commenced against LMI et al. in the Ontario Superior Court of Justice-Commercial List, the February 21, 2003 suit filed by the Company against LMI in the United States District Court for the Eastern District of Michigan and the May 30, 2003 suit filed by LMI against the Company in the United States District Court for the Eastern District of Michigan that are discussed more fully in the Company's Form 10-K for the year ended June 30, 2003 under Item 3, Legal Proceedings. As part of the settlement, LMI agreed to pay the Company a cash settlement and the parties agreed to cross license certain intellectual property, including intellectual property that was the subject of the disputes. The Company may, from time to time, be subject to other claims and suits in the ordinary course of its business. To estimate whether a loss contingency should be accrued by a charge to income, the Company evaluates, among other factors, the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of the loss. Since the outcome of litigation is subject to significant uncertainty, changes in these factors could materially impact the Company's financial position or results of operations. 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Overview -- The Company reported net income of $1.0 million, or $0.12 per share, for the first quarter of fiscal 2004, compared to net income of $287,000, or $0.03 per share, for the first quarter of fiscal 2003. Sales -- Net sales of $12.3 million for the first quarter of fiscal 2004 were up approximately $1.5 million, or 14% compared with $10.8 million for the same period one year ago. Higher sales of the Company's Automated Systems products of $9.2 million compared to $7.2 million last year were the basis for the sales increase. Technology Components sales were $2.2 million compared to $2.6 million last year. Value Added Services sales were $900,000 compared to $1.0 million last year. Sales by geographic region were as follows: North American sales were approximately $6.8 million in both years, European sales were $5.0 million this year compared to $3.3 million last year, and Asian sales were $400,000 this year compared to $700,000 last year. The sales increase in Europe resulted primarily from higher AutoGauge(R) product line sales and the strong Euro that based on conversion rates in effect this quarter added approximately $650,000 more in sales than the comparable rates in the first quarter of fiscal 2003 would have yielded. Bookings & Backlog -- The Company had new order bookings during the quarter of $12.0 million compared with new order bookings of $14.8 million in the fourth quarter of fiscal 2003 and $11.9 million for the quarter ended September 30, 2002. New order bookings for each of the Company's product line groupings were comparable to the same period one year ago. Orders for Automated Systems products were $9.2 million in the fiscal 2004 first quarter compared to $9.1 million in fiscal 2003. Orders for Technology Components were $1.9 million in the fiscal 2004 first quarter compared to $2.0 million in fiscal 2003. Orders for Value Added Services were $900,000 in the fiscal 2004 first quarter compared to $800,000 in fiscal 2003. The Company's backlog was $17.9 million as of September 30, 2003 compared with $18.2 million as of June 30, 2003 and $16.3 million as of September 30, 2002. The Company expects to be able to fill substantially all of the orders in backlog during the following twelve months. The amount of new order bookings and the level of backlog during any particular period are not necessarily indicative of the future operating performance of the Company. Gross Profit -- Gross profit was $5.6 million, or 45.7% of sales, in the first quarter of fiscal year 2004, as compared to $4.7 million, or 43.6% of sales, in the first quarter of fiscal year 2003. The gross profit percentage improvement was primarily due to the benefit from incremental gross profit of approximately $500,000 that resulted from the strong Euro when Euro denominated sales were converted to U.S. Dollars while most of the material in cost of sales was purchased from the United States under dollar denominated contracts. Selling, General and Administrative (SG&A) Expenses -- SG&A expenses of $2.5 million in the quarter ended September 30, 2003 were slightly lower than the first quarter a year ago. Manpower and spending levels were generally consistent for both periods except for bad debt and legal expenses that were $325,000 below last year offsetting approximately $110,000 of cost increases in Europe related to the stronger Euro. Engineering, Research and Development (R&D) Expenses -- Engineering and R&D expenses of $1.4 million in the quarter ended September 30, 2003 were also slightly lower than the first quarter a year ago as manpower and spending levels were generally consistent for both periods. 10 Interest Income/Expense, net. -- Net interest income was $51,000 in the first quarter of fiscal 2004 compared with net interest expense of $52,000 in the first quarter of fiscal 2003. There was no debt during this quarter, and excess cash was invested in an overnight money market account. Interest expense during the first quarter of fiscal 2003 was on an average outstanding debt of $8.5 million. Foreign Currency and Other -- The Foreign currency and other losses of $11,000 and $125,000 in the first quarter of fiscal years 2004 and 2003 respectively, were primarily the result of net foreign currency gains and losses related to the Euro, Yen and Real. Income Taxes -- Income taxes for both first quarters of fiscal 2004 and 2003 reflected the effect of the mix of operating profit and loss among the Company's various operating entities and their countries' respective tax rates. Outlook -- The Company expects that second quarter fiscal 2004 revenue will be comparable to the fiscal 2004 first quarter revenue and that sales for fiscal 2004 will be in the range of $46.0 million to $50.0 million. The Company also expects to be profitable for fiscal 2004, although not at the same level as fiscal 2003. As previously reported, the very strong sales and profits for the third and fourth quarters of fiscal 2003 were in part the result of a single unusually large tooling program by a single European customer that encompassed a number of plants around Europe. Programs of this magnitude are very rare. Though the Company does not expect a repeat of any single order of this magnitude in fiscal 2004, the overall number of tooling programs remains consistent with previous years. The foregoing statements are "forward-looking statements" within the meaning of the Securities Exchange Act of 1934, as amended. See Item 2 "Management's Discussion and Analysis of Financial Condition and Results of Operations -- Safe Harbor Statement" for a discussion of a number of uncertainties which could cause actual results to differ materially from those set forth in the forward-looking statements. LIQUIDITY AND CAPITAL RESOURCES The Company's cash and cash equivalents were $14.9 million at September 30, 2003, compared to $11.1 million at June 30, 2003. The $3.8 million increase in cash was primarily generated from operations as net income of $1.0 million and a reduction in receivables of $5.4 million more than offset the $3.2 million use of cash for other current assets and accrued liabilities. During the first quarter of fiscal 2004, stock option exercises generated cash proceeds of $440,000 and a tax benefit of $209,000. Capital expenditures were $212,000. During the first quarter of fiscal 2004, the Company disposed of $103,000 of inventory that had been reserved for at June 30, 2003. The Company provides a reserve for obsolescence to recognize the effects of engineering change orders and other matters that affect the value of the inventory. When inventory is deemed to have no further use or value, the Company disposes of the inventory and the reserve for obsolescence is reduced. During the first quarter of fiscal 2004, the Company wrote off $94,000 of receivables that had been provided for in its allowance for doubtful accounts at June 30, 2003. The Company determines its allowance for doubtful accounts by considering a number of factors, including the length of time trade accounts receivable are past due, the Company's previous loss history, the customer's current ability to pay its obligation to the Company, and the condition of the general economy and the industry as a whole. The Company writes-off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for doubtful accounts. To date, the Company has not experienced any significant losses related to the collection of accounts receivable. 11 The Company has a $7.5 million collateral-based Credit Agreement with Comerica Bank, which expires on November 1, 2005. Proceeds under the Credit Agreement may be used for working capital and capital expenditures. The collateral for the loan is substantially all U.S. assets of the Company. Borrowings are designated as a Prime-based Advance or as a Eurodollar-based Advance. Interest on Prime-based Advances is payable on the last day of each month and is calculated daily at a rate that ranges from a 1/2% below to a 1/4% above the bank's prime rate (4.00% as of November 1, 2003) dependent upon the Company's ratio of funded debt to earnings before interest, taxes, depreciation and amortization ("EBITDA"). Interest on Eurodollar-based Advances is calculated at a specific margin above the Eurodollar Rate offered at the time and for the period chosen (approximately 3.0% as of November 1, 2003) dependent upon the Company's ratio of funded debt to EBITDA and is payable on the last day of the applicable period. Quarterly, the Company pays a commitment fee on the daily unused portion of the Credit Agreement based on a percentage dependent upon the Company's ratio of funded debt to EBITDA. The aggregate principal amount outstanding at any one time cannot exceed the lesser of $7.5 million or the borrowing base which is comprised of 80% of eligible accounts receivable billed in the United States, aged up to 180 days, plus the lesser of 25% of raw material located in the United States or $2.0 million, plus the lesser of 50% of finished goods inventory or $750,000 plus $4.2 million representing 60% of the appraised value of the Company's real property located in Plymouth, Michigan. The Credit Agreement prohibits the Company from paying dividends. In addition, the Credit Agreement requires the Company to maintain a Tangible Net Worth, as defined in the Credit Agreement, of not less than $31.2 million as of September 30, 2003. The borrowing base at September 30, 2003 was $7.5 million with no borrowings outstanding. At September 30, 2003, the Company's German subsidiary (GmbH) had an unsecured credit facility totaling 500,000 Euros. The facility may be used to finance working capital needs and equipment purchases or capital leases. Any borrowings for working capital needs will bear interest at 9.0% on the first 100,000 Euros of borrowings and 2.0% for borrowings over 100,000 Euros. The German credit facility is cancelable at any time by either GmbH or the bank and any amounts then outstanding would become immediately due and payable. At September 30, 2003, GmbH had no borrowings outstanding. The facility supported outstanding letters of credit totaling 258,000 Euros. See Item 3, "Legal Proceedings" and Note 9 to the Consolidated Financial Statements, "Contingencies", of the Company's Annual Report on Form 10-K for fiscal year 2003, for a discussion of certain contingencies relating to the Company's liquidity, financial position and results of operations, including the outcome of the damages phase of a pending arbitration matter involving claims on which the arbitrator found in favor of Speroni, S. p. A., a former distributor of the Company. The damage award against the wholly-owned subsidiary of the Company has not been paid and is included in the Company's accrued liabilities and expenses as of September 30, 2003. The Company believes that available cash on hand and existing credit facilities will be sufficient to fund its currently anticipated fiscal 2004 cash flow requirements. The Company does not believe that inflation has significantly impacted historical operations and does not expect any significant near-term inflationary impact. The foregoing statements are "forward-looking statements" within the meaning of the Securities Exchange Act of 1934, as amended. See Item 2 "Management's Discussion and Analysis of Financial Condition and Results of Operations -- Safe Harbor Statement" for a discussion of a number of uncertainties which could cause actual results to differ materially from those set forth in the forward looking statements. 12 CRITICAL ACCOUNTING POLICIES A summary of critical accounting policies is presented in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies" of the Company's Annual Report on Form 10-K for fiscal year 2003. There have been no material changes in the accounting policies followed by the Company during the first quarter of fiscal year 2004. MARKET RISK INFORMATION Perceptron's primary market risk is related to foreign exchange rates. The foreign exchange risk is derived from the operations of its international subsidiaries, which are primarily located in Germany and for which products are produced in the U.S. The Company may from time to time have interest rate risk in connection with its borrowings. FOREIGN CURRENCY RISK The Company has foreign currency exchange risk in its international operations arising from the time period between sales commitment and delivery for contracts in non-U.S. currencies. For sales commitments entered into in the non-U.S. currencies, the currency rate risk exposure is predominantly less than one year with the majority in the 120 to 150 day range. At September 30, 2003, the Company's percentage of sales commitments in non-U.S. currencies was approximately 40.2% or $7.2 million. The Company may use, from time to time, a limited hedging program to minimize the impact of foreign currency fluctuations. These transactions involve the use of forward contracts. These forward contracts, which typically mature within one year, are designed to hedge anticipated foreign currency transactions. The Company's forward exchange contracts do not subject it to material risk due to exchange rate movements, because gains and losses on these contracts offset losses and gains on the assets, liabilities, and transactions being hedged. The Company may use forward exchange contracts to hedge the net assets of certain of its foreign subsidiaries to offset the translation and economic exposures related to the Company's investment in these subsidiaries. At September 30, 2003, the Company had forward exchange contracts between the United States Dollar and the Euro in the notional amount of $8.0 million. The forward exchange contracts are accounted for as cash flow hedges and have a weighted average settlement price of 1.11 Euros to the United States Dollar. The contracts outstanding at September 30, 2003 mature through June 30, 2004 and are intended to hedge the Company's investment in its German subsidiary. The Company recognized a charge of $213,000 in other comprehensive income (loss) for the unrealized change in value of these forward exchange contracts during the quarter ended September 30, 2003. During the first quarter ended September 30, 2002, the Company did not engage in any hedging activities. INTEREST RATE RISK The Company is subject to interest rate risk in connection with any borrowings under its variable and fixed rate revolving lines of credit. The Company's exposure to interest rate risk would arise primarily from changes in the prime rate and changes in Eurodollar rates in the London interbank market. The Company would not expect its operating results or cash flows to be affected to any significant degree by a hypothetical 10 percent change in market interest rates. See Note 6 of Notes to Consolidated Financial Statements, "Credit Facilities", for a description of the Company's available credit facilities. 13 SAFE HARBOR STATEMENT Certain statements in this Management's Discussion and Analysis of Financial Condition and Results of Operations may be "forward-looking statements" within the meaning of the Securities Exchange Act of 1934, including the Company's expectation as to fiscal 2004 and future revenue, order booking levels and earnings levels and the ability of the Company to fund its currently anticipated fiscal 2004 cash flow requirements. The Company assumes no obligation for updating any such forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements. 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 sizable 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 annual revenue and operating results, timely receipt of required supplies and components which could result in delays in anticipated shipments, 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 ability of the Company to attract and retain key personnel, especially technical personnel, 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 economic conditions, particularly economic conditions in the domestic and worldwide Automotive industry, which has from time to time been subject to cyclical downturns due to the level of demand for, or supply of, the products produced by companies in this industry. The Company's expectations regarding future bookings and revenues are projections developed by the Company based upon information from a number of sources, including, but not limited to, customer data and discussions. These projections are subject to change based upon a wide variety of factors, a number of which are discussed above. Certain of these new orders have been delayed in the past and could be delayed in the future. Because the Company's products are typically integrated into larger systems or lines, the timing of new orders is dependent on the timing of completion of the overall system or line. In addition, because the Company's products have shorter lead times than other components and are required later in the process, orders for the Company's products tend to be given later in the integration process. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Information required pursuant to this item is incorporated by reference herein from Item 2 "Management's Discussion and Analysis of Financial Condition and Results of Operations - Market Risk Information". ITEM 4. CONTROLS AND PROCEDURES The Company carried out an evaluation, under the supervision and with the participation of the Company's management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Rule 13a-15 of the Securities Exchange Act of 1934. Based upon that evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2003, the Company's disclosure controls and procedures were effective in causing the material information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 to be recorded, processed, summarized and reported, to the extent applicable, 14 within the time periods required for the Company to meet the Securities and Exchange Commission's ("SEC") filing deadlines for these reports specified in the SEC's rules and forms. There have been no significant changes in the Company's internal controls or in other factors that could significantly affect internal controls subsequent to the date the Company carried out its evaluation. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS On October 15, 2003, the Company entered into a Settlement Agreement ("Agreement") with LMI Technologies, Inc. ("LMI"), Diffracto Limited, Sensor Adaptive Machines, Inc., Leonard Metcalfe, Neil Hummel and others that resolved all pending litigation matters between the parties. The Agreement settled the May 10, 2002 action the Company commenced against LMI et al. in the Ontario Superior Court of Justice-Commercial List, the February 21, 2003 suit filed by the Company against LMI in the United States District Court for the Eastern District of Michigan and the May 30, 2003 suit filed by LMI against the Company in the United States District Court for the Eastern District of Michigan that are discussed more fully in the Company's Form 10-K for the year ended June 30, 2003 under Item 3, Legal Proceedings. As part of the settlement, LMI agreed to pay the Company a cash settlement and the parties agreed to cross license certain intellectual property, including intellectual property that was the subject of the disputes. See Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations -- Critical Accounting Policies -- Litigation and Other Contingencies" for a discussion of the Company's accounting policies regarding legal proceedings and other contingencies. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (A) Exhibits 4.6 First Amendment to Credit Agreement, dated October 24, 2002, between Perceptron, Inc. and Comerica dated May 20, 2003. 4.7 Second Amendment to Credit Agreement, dated October 24, 2002, between Perceptron, Inc. and Comerica dated November 10, 2003. 31.1 Section 302 Certification of Chief Executive Officer 31.2 Section 302 Certification of Chief Financial Officer 32.1 Section 906 Certification of Chief Executive Officer 32.2 Section 906 Certification of Chief Financial Officer (B) Reports on Form 8-K On August 12, 2003, the Company furnished a Form 8-K under Item 12 - "Results of Operation and Financial Condition" concerning the Company's press release announcing its financial results for the fourth quarter and year ended June 30, 2003. 15 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 13, 2003 By: /S/ Alfred A. Pease --------------------------------------- Alfred A. Pease President and Chief Executive Officer Date: November 13, 2003 By: /S/ John J. Garber --------------------------------------- John J. Garber Vice President and Chief Financial Officer (Principal Financial Officer) Date: November 13, 2003 By: /S/ Sylvia M. Smith --------------------------------------- Sylvia M. Smith Controller and Chief Accounting Officer (Principal Accounting Officer) 16 10-Q EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ---------- ----------- 4.6 First Amendment to Credit Agreement, dated October 24, 2002, between Perceptron, Inc. and Comerica dated May 20, 2003. 4.7 Second Amendment to Credit Agreement dated October 24, 2002, between Perceptron, Inc. and Comerica dated November 10, 2003. 31.1 Section 302 Certification of Chief Executive Officer 31.2 Section 302 Certification of Chief Financial Officer 32.1 Section 906 Certification of Chief Executive Officer 32.2 Section 906 Certification of Chief Financial Officer 17 EX-4.6 3 k80677exv4w6.txt FIRST AMENDMENT TO CREDIT AGREEMENT EXHIBIT 4.6 FIRST AMENDMENT TO CREDIT AGREEMENT ------------------- THIS FIRST AMENDMENT ("Amendment") dated as of May 20, 2003, by and between Perceptron, Inc. ("Company") and Comerica Bank, a Michigan banking corporation ("Bank"). RECITALS: A. Company and Bank entered into a Credit Agreement dated as of October 24, 2002 ("Agreement"). B. Company and Bank desire to amend the Agreement as hereinafter set forth. NOW, THEREFORE, the parties agree as follows: 1. Sections 2.5, 2.6 and 2.7 of the Agreement are amended to read in their entireties as follows: "2.5 The aggregate principal amount at any one time outstanding under the Revolving Credit Note plus the Letter of Credit Reserve and the Foreign Exchange Reserve shall never exceed the Borrowing Base. Company shall immediately make all payments necessary to comply with this provision. Any such payments shall be applied first to outstanding Prime-based Advances and the remainder, if any, to outstanding Eurodollar-based Advances. "2.6 In addition to Advances under the Revolving Credit Note to be provided to Company by Bank under and pursuant to Section 2.1 of this Agreement, Bank further agrees to issue, or commit to issue, from time to time, standby letters of credit for the account of Company (herein individually called a "Letter of Credit" and collectively "Letters of Credit") in aggregate undrawn amounts not to exceed Seven Million Five Hundred Thousand Dollars ($7,500,000) at any one time outstanding; provided, however that the sum of the aggregate amount of Advances outstanding under the Revolving Credit Note plus the Letter of Credit Reserve and the Foreign Exchange Reserve shall not exceed Seven Million Five Hundred Thousand Dollars ($7,500,000) at any one time; and provided further that no Letter of Credit shall, by its terms, have an expiration date which extends beyond the fifth (5th) Business Day before the Revolving Credit Maturity Date or one (1) year after issuance, whichever first occurs. In addition to the terms and conditions of this Agreement, the issuance of any Letters of Credit shall also be subject to the terms and conditions of any letter of credit applications and agreements executed and delivered by Company to Bank with respect thereto. Company shall pay to Bank annually in advance a per annum fee equal to the Applicable L/C Commission Rate of the amount of each standby Letter of Credit. In addition, Company and Bank may from time to time enter into foreign exchange agreements. The Foreign Exchange Reserve shall be the amount 1 determined by the Bank from time to time to be its credit exposure to Company under foreign exchange transactions with Company. "2.7 Company agrees to pay to Bank a commitment fee on the average daily balance of the unused portion of the revolving credit commitment at the rate of the Applicable Commitment Fee per annum, computed on the actual number of days elapsed using a year of 360 days. The commitment fee shall be payable quarterly in arrears on the first day of each July, October, January and April (commencing January 1, 2003) and on the Revolving Credit Maturity Date. For purposes of calculating the commitment fee, outstanding Letters of Credit shall be considered usage of the commitment and foreign exchange transactions shall not be considered usage of the commitment." 2. Company hereby represent and warrant that, after giving effect to the amendments contained herein, (a) execution, delivery and performance of this Amendment and any other documents and instruments required under this Amendment or the Agreement are within Company's corporate powers, have been duly authorized, are not in contravention of law or the terms of Company's Articles of Incorporation or Bylaws, and do not require the consent or approval of any governmental body, agency, or authority; and this Amendment and any other documents and instruments required under this Amendment or the Agreement, will be valid and binding in accordance with their terms; (b) the continuing representations and warranties of Company set forth in Sections 6.1 through 6.5 and 6.7 through 6.12 of the Agreement are true and correct on and as of the date hereof with the same force and effect as made on and as of the date hereof; (c) the continuing representations and warranties of Company set forth in Section 6.6 of the Agreement are true and correct as of the date hereof with respect to the most recent financial statements furnished to the Bank by Company in accordance with Section 7.1 of the Agreement; and (d) no Event of Default (as defined in the Agreement) or condition or event which, with the giving of notice or the running of time, or both, would constitute an Event of Default under the Agreement, as hereby amended, has occurred and is continuing as of the date hereof. 3. Except as expressly provided herein, all of the terms and conditions of the Agreement remain unchanged and in full force and effect. 4. This Amendment shall be effective upon (a) execution of this Agreement by Company and the Bank and (b) execution by the Guarantor of the attached Acknowledgment of Guarantors. 2 IN WITNESS the due execution hereof as of the day and year first above written. COMERICA BANK PERCEPTRON, INC. By: /s/ Rebecca A. Bertin By: /s/ John J. Garber - ------------------------- -------------------- Its: Account Officer Its: Vice President 3 ACKNOWLEDGMENT OF GUARANTOR The undersigned guarantor acknowledges and agrees to the foregoing Amendment and confirms that the Guaranty dated October 24, 2002, executed and delivered by the undersigned to the Bank remains in full force and effect in accordance with its terms. PERCEPTRON GLOBAL, INC. By: /s/ John J. Garber ------------------------ Its: Vice President 4 EX-4.7 4 k80677exv4w7.txt SECOND AMENDMENT TO CREDIT AGREEMENT EXHIBIT 4.7 SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT ("Amendment") dated as of November 10, 2003, by and between Perceptron, Inc. ("Company") and Comerica Bank, a Michigan banking corporation ("Bank"). RECITALS: A. Company and Bank entered into a Credit Agreement dated as of October 24, 2002 ("Agreement"). B. Company and Bank desire to amend the Agreement as hereinafter set forth. NOW, THEREFORE, the parties agree as follows: 1. The definition of "Revolving Credit Maturity Date" set forth in Section 1 of the Agreement is amended to read in its entirety as follows: "'Revolving Credit Maturity Date' shall mean November 1, 2005." 2. The following definition is added to Section 1 of the Agreement in alphabetical order: "'Foreign Exchange Reserve' shall mean the amount as determined by Bank from time to time in accordance with Bank's credit policies to be the Bank's credit exposure to Company under foreign exchange transactions with Company." 3. Section 2.1 of the Agreement is amended to read in its entirety as follows: "Bank agrees to make Advances to Company at any time and from time to time from the effective date hereof until the Revolving Credit Maturity Date, not to exceed Seven Million Five Hundred Thousand Dollars ($7,500,000) in aggregate principal amount at any one time outstanding; provided, however, that the aggregate outstanding amount of Advances plus the Letter of Credit Reserve plus the Foreign Exchange Reserve shall never exceed Seven Million Five Hundred Thousand Dollars ($7,500,000). All of the Advances under this Section 2 shall be evidenced by the Revolving Credit Note under which Advances, repayments and readvances may be made, subject to the terms and conditions of this Agreement." 4. Section 2.3(c) is amended to read in its entirety as follows: "(d) the principal amount of such Advance, plus the sum of the amount of all other outstanding Advances under this Section 2, plus the Foreign 1 Exchange Reserve and the Letter of Credit Reserve shall not exceed the formula set forth in Section 2.5 below;" 5. Company hereby represent and warrant that, after giving effect to the amendments contained herein, (a) execution, delivery and performance of this Amendment and any other documents and instruments required under this Amendment or the Agreement are within Company's corporate powers, have been duly authorized, are not in contravention of law or the terms of Company's Articles of Incorporation or Bylaws, and do not require the consent or approval of any governmental body, agency, or authority; and this Amendment and any other documents and instruments required under this Amendment or the Agreement, will be valid and binding in accordance with their terms; (b) the continuing representations and warranties of Company set forth in Sections 6.1 through 6.5 and 6.7 through 6.12 of the Agreement are true and correct on and as of the date hereof with the same force and effect as made on and as of the date hereof; (c) the continuing representations and warranties of Company set forth in Section 6.6 of the Agreement are true and correct as of the date hereof with respect to the most recent financial statements furnished to the Bank by Company in accordance with Section 7.1 of the Agreement; and (d) no Event of Default (as defined in the Agreement) or condition or event which, with the giving of notice or the running of time, or both, would constitute an Event of Default under the Agreement, as hereby amended, has occurred and is continuing as of the date hereof. 6. Except as expressly provided herein, all of the terms and conditions of the Agreement remain unchanged and in full force and effect. 7. This Amendment shall be effective upon (a) execution of this Agreement by Company and the Bank and (b) execution by the Guarantor of the attached Acknowledgment of Guarantor. IN WITNESS the due execution hereof as of the day and year first above written. COMERICA BANK PERCEPTRON, INC. By: /s/ Rebecca A. Bertin By: /s/ John J. Garber - -------------------------- ------------------------ Its: Account Officer Its: Vice President 2 ACKNOWLEDGMENT OF GUARANTOR The undersigned guarantor acknowledges and agrees to the foregoing Amendment and confirms that the Guaranty dated October 24, 2002, executed and delivered by the undersigned to the Bank remains in full force and effect in accordance with its terms. PERCEPTRON GLOBAL, INC. By: /s/ John J. Garber ------------------------ Its: Vice President 3 EX-31.1 5 k80677exv31w1.txt 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER EXHIBIT 31.1 CERTIFICATION PURSUANT TO RULE 13A-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 I, Alfred A. Pease, Chairman of the Board, President and Chief Executive Officer, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Perceptron, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) [Omitted pursuant to SEC Release 33-8238] (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 13, 2003 /s/ Alfred A. Pease ------------------- Alfred A. Pease Chairman of the Board, President and Chief Executive Officer EX-31.2 6 k80677exv31w2.txt 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER EXHIBIT 31.2 CERTIFICATION PURSUANT TO RULE 13A-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 I, John J. Garber, Vice President and Chief Financial Officer, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Perceptron, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) [Omitted pursuant to SEC Release 33-8238] (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 13, 2003 /s/ John J. Garber ------------------ John J. Garber Vice President and Chief Financial Officer EX-32.1 7 k80677exv32w1.txt 906 CERTIFICATION OF CHIEF EXECUTIVE OFFICER EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Perceptron, Inc. (the "Company") on Form 10-Q for the quarter ended September 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Alfred A. Pease, Chairman of the Board, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15 (d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Alfred A. Pease - -------------------------------------------- Alfred A. Pease Chairman of the Board, President and Chief Executive Officer November 13, 2003 A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. EX-32.2 8 k80677exv32w2.txt 906 CERTIFICATION OF CHIEF FINANCIAL OFFICER EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Perceptron, Inc. (the "Company") on Form 10-Q for the quarter ended September 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John J. Garber, Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15 (d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ John J. Garber - ------------------------------------ John J. Garber Vice President and Chief Financial Officer November 13, 2003 A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----