-----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, Vf3KZbRPkZNeGhXbZLRpt47Lycma1aYDJX3odVNJaX5xL0akEA3XKnv2gYigZp8n j6Wnr402YRemI3L9Jyukpw== 0000950124-04-000368.txt : 20040210 0000950124-04-000368.hdr.sgml : 20040210 20040210093113 ACCESSION NUMBER: 0000950124-04-000368 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040210 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040210 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20206 FILM NUMBER: 04579716 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 8-K 1 k82789e8vk.txt CURRENT REPORT UNITED STATES 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): FEBRUARY 10, 2004 PERCEPTRON, INC. ------------------------------------------------------------------------------ (Exact Name of Registrant as Specified in Charter) MICHIGAN 0-20206 38-2381442 - ------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 47827 Halyard Drive, Plymouth, MI 48170-2461 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (734) 414-6100 Not Applicable ------------------------------------------------------------------------------ (Former Name or Former Address, if Changed Since Last Report) Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS C. Exhibits. No. Description 99.1 Press Release dated February 10, 2004 Item 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On February 10, 2004, Perceptron issued a press release announcing its financial results for the second quarter ended December 31, 2003. Attached hereto and incorporated by reference as Exhibit 99.1 is the press release relating to such announcement. Such information, including the Exhibit attached hereto under Item 7, shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. 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. (Registrant) Date: February 10, 2004 /s/ John J. Garber ----------------------------------- By: John J. Garber Title: Chief Financial Officer EXHIBIT INDEX -------------- Exhibit Number Description - ------- ----------- 99.1 Press release dated February 10, 2004. EX-99.1 3 k82789exv99w1.txt PRESS RELEASE DATED FEBRUARY 10, 2004 EXHIBIT 99.1 [PERCEPTRON LOGO] 47827 Halyard Drive Plymouth, Michigan 48170 Phone 734-414-6100 - Fax 734-414-4700 Contact: John J. Garber Vice President Finance & CFO 734 414-6100 PERCEPTRON ANNOUNCES SECOND QUARTER RESULTS FOR FISCAL YEAR 2004 PLYMOUTH, MICHIGAN, FEBRUARY 10, 2004 - PERCEPTRON, INC. (NASDAQ: PRCP) today announced sales of $13.6 million and net income of $1.5 million, or $0.18 per share, for the second quarter ended December 31, 2003, compared with sales of $12.8 million and net income of $1.1 million, or $0.14 per share, for the quarter ended December 31, 2002. For the six month period ended December 31, 2003 the Company reported sales of $25.9 million and net income of $2.6 million, or $0.30 per share, compared with sales of $23.5 million and net income of $1.4 million, or $0.17 per share, for the same period one year ago. Sales during the quarter were approximately $856,000 higher than the second quarter of fiscal 2003. Sales in North America of $9.1 million were up $2.0 million compared to the second quarter of fiscal 2003. Sales in Europe of $4.2 million were down $900,000. In both territories the sales change was primarily due to the timing of customer orders. The year-to-date sales improvement of approximately $2.4 million was primarily due to higher AutoGauge(R) and WheelWorks(R) product line sales and the strong Euro. The gross profit margin of 47.7% this quarter was down compared with 53.4% in the second quarter of fiscal 2003 when results for the quarter benefited from higher than normal revenue in Europe related to customer buy-offs on completed system installations with nominal associated costs. Selling, general and administrative and engineering, research and development expenses in total were comparable to the second quarter of fiscal 2003. Foreign currency and other income of $763,000 was significantly higher than last year primarily due to foreign currency gains related to the strengthening Euro. The Company had new order bookings of $12.4 million during the second quarter compared with new order bookings of $12.0 million in the first quarter of fiscal 2004 and $17.0 million for the same period one year ago. The high level of new orders last year was principally due to bookings for $13.9 million of AutoGauge systems of which $10.0 million was placed by European automotive manufacturers. The Company's backlog was $16.6 million as of December 31, 2003 compared with $17.9 million as of September 30, 2003. Alfred A. Pease, chairman, president and chief operating officer, commented, "We were very pleased with our operating results for the second quarter. The rate of new orders received during the quarter met our expectations and we expect that the Company's operating results will remain positive for the remainder of fiscal 2004. Our balance sheet is strong and continues to strengthen. We had cash of $17.4 million after paying the arbitration award of approximately $2.4 million that was disclosed in our press release dated February 25, 2003. Shareholders' equity was $48.7 million or, $5.67 per share as of December 31, 2003." Perceptron, Inc. will hold a conference call/webcast chaired by Alfred A. Pease, President & CEO today at 10:00 a.m. (EST). Investors can access the call at http://www.firstcallevents.com/service/ajwz398739587gf12.html or by dialing 800-915-4836 (domestic callers) or 973-317-5319 (international callers). If you are unable to participate during the live webcast, the call will be digitally rebroadcast for seven days, beginning at 12:00 p.m. today and running until 11:59 p.m. on Tuesday, February 17, 2004. You can access the rebroadcast by dialing 800-428-6051 (domestic callers) or 973-709-2089 (international callers) and entering the passcode of 335874. A replay of the call will also be available in the "Company-News" section of the Company's website at www.perceptron.com for approximately one year following the call. 1 of 3 Safe Harbor Statement Certain statements in this press release 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. 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 in addition to those set forth in the press release, 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 including the risk that the Company's customers postpone new tooling programs as a result of economic conditions or otherwise, 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. 2 of 3 PERCEPTRON, INC. SELECTED FINANCIAL DATA (In Thousands Except Per Share Amounts) (Unaudited)
CONDENSED INCOME STATEMENTS THREE MONTHS ENDED SIX MONTHS ENDED DECEMBER 31, DECEMBER 31, 2003 2002 2003 2002 -------- -------- -------- -------- Net Sales $ 13,607 $ 12,751 $ 25,875 $ 23,528 Cost of Sales 7,120 5,941 13,777 12,022 -------- -------- -------- -------- Gross Profit 6,487 6,810 12,098 11,506 Selling, General and Administrative Expense 3,215 3,289 5,700 5,842 Engineering, Research and Development Expense 1,665 1,575 3,102 3,034 -------- -------- -------- -------- Operating Income 1,607 1,946 3,296 2,630 Interest Income (Expense), net 89 (16) 140 (68) Foreign Currency and Other 763 56 752 (69) -------- -------- -------- -------- Income Before Income Taxes 2,459 1,986 4,188 2,493 Income Tax Expense 929 851 1,631 1,071 -------- -------- -------- -------- Net Income $ 1,530 $ 1,135 $ 2,557 $ 1,422 ======== ======== ======== ======== Earnings Per Share Basic $ 0.18 $ 0.14 $ 0.30 $ 0.17 Diluted $ 0.16 $ 0.14 $ 0.28 $ 0.17 Weighted Average Common Shares Outstanding Basic 8,585 8,253 8,507 8,248 Diluted 9,298 8,339 9,266 8,276
CONDENSED BALANCE SHEETS DECEMBER 31, JUNE 30, 2003 2003 ------- ------- Cash and Cash Equivalents $17,429 $11,101 Other Current Assets 27,971 33,773 Property and Equipment, Net 8,200 8,290 Other Non-Current Assets, Net 5,811 6,250 ------- ------- Total Assets $59,411 $59,414 ======= ======= Current Liabilities $10,708 $14,469 Shareholders' Equity 48,703 44,945 ------- ------- Total Liabilities and Shareholders' Equity $59,411 $59,414 ======= =======
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