-----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, JKlgTAhiU05yiYprxFhMxGmlA0pB1QqlfhCYabY3YFeKZchijBhDL8flwgOFpdTU H6/TvkuTy6Ng+kSV2sNH1A== 0000950124-04-002228.txt : 20040511 0000950124-04-002228.hdr.sgml : 20040511 20040511091721 ACCESSION NUMBER: 0000950124-04-002228 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040511 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040511 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: 04795025 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 k85405e8vk.txt CURRENT REPORT, DATED MAY 11, 2004 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): MAY 11, 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 May 11, 2004 Item 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On May 11, 2004, Perceptron issued a press release announcing its financial results for the third quarter ended March 31, 2004. 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: May 11, 2004 /s/ John J. Garber ----------------------------------- By: John J. Garber Title: Chief Financial Officer EXHIBIT INDEX -------------- Exhibit Number Description - ------- ----------- 99.1 Press release dated May 11, 2004. EX-99.1 2 k85405exv99w1.txt PRESS RELEASE, DATED MAY 11, 2004 EXHIBIT 99.1 [PERCEPTRON LOGO] Contact: John J. Garber Vice President of Finance and CFO 734 414-6100 PERCEPTRON ANNOUNCES THIRD QUARTER RESULTS FOR FISCAL YEAR 2004 PLYMOUTH, MICHIGAN, MAY 11, 2004 -- PERCEPTRON, INC. (NASDAQ: PRCP) today announced sales of $12.4 million and net income of $508,000, or $0.06 per share, for the third quarter ended March 31, 2004, compared with sales of $16.0 million and net income of $809,000, or $0.10 per share, for the quarter ended March 31, 2003. For the nine-month period ended March 31, 2004 the Company reported sales of $38.2 and net income of $3.1 million or $0.36 per share, compared with sales of $39.5 million and net income of $2.2 million, or $0.27 per share, for the same period one year ago. As expected, sales this quarter remained strong. Higher sales for the quarter one year ago primarily resulted from the delivery of several AutoGauge systems to a single European customer to support a large new vehicle tooling program. Significantly, the Company reported strong new order bookings of $15.0 million during the third quarter compared with new order bookings of $12.4 million in the second quarter of fiscal 2004 and $14.0 million for the quarter ended March 31, 2003. The Company's backlog was $19.3 million as of March 31, 2004 compared with $16.6 million as of December 31, 2003. The Company's infrastructure costs for the third quarter of fiscal 2004, comprised of selling, general and administrative expense and engineering, research and development expenses, were slightly lower than for the same period one year ago. Operating income for the third quarter of fiscal 2004 of $1.0 million, or 8.1% of sales, was consistent with the level of sales achieved this quarter. Operating income for the third quarter of fiscal 2003 was $4.6 million, or 28.8% of sales. The higher operating income and incremental gross profit for the quarter one year ago was primarily due to the higher level of sales in the quarter reflecting the higher than normal revenue in Europe, and higher than normal customer buy-offs on completed system installations with nominal associated costs. Manufacturing and installation costs, which are relatively fixed, were 27% of sales this quarter compared to 19% last year when sales were much higher. This was the primary reason for the reduction in the percentage of gross margin from 58% last year to the more normal level of 46% in the third quarter of fiscal 2004. Other expense for the third quarter of fiscal 2003 included a $2.4 million pre-tax charge for an arbitration award against Perceptron B.V., a wholly-owned subsidiary of the Company. Alfred A. Pease, chairman, president and chief executive officer, commented, "We were pleased with our operating results and the higher level of new orders received during the quarter. We expect our fourth quarter results to be comparable to those achieved during the third quarter. Our balance sheet is strong with cash increasing by $4.1 million during the quarter to $21.5 million as of March 31, 2004. Shareholders' equity rose to $49.4 million, or $5.71 per share, as of March 31, 2004." Perceptron, Inc. will hold a conference call/webcast chaired by Alfred A. Pease, chairman, president and chief executive officer today at 10:00 a.m. (EDT). Investors can access the call at http://www.firstcallevents.com/service/ajwz406382199gf12.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, May 18, 2004. You can access the rebroadcast by dialing 800 428-6051 (domestic callers) or 973 709-2089 (international callers) and entering the passcode of 354777. 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. [LOGO] Page 2 of 3 About Perceptron Perceptron produces information-based process improvement solutions for industry as well as technology components for non-contact measurement and inspection applications. Automotive and manufacturing companies throughout the world rely on Perceptron's process management solutions to help them improve quality, shorten product launch times and reduce overall manufacturing costs. Headquartered in Plymouth, Michigan, Perceptron has approximately 215 employees worldwide, with facilities in the United States, Germany, Netherlands, France, Brazil, and Japan. For more information, please visit www.perceptron.com 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, and the impact of cost reduction initiatives on the Company's revenues, order bookings and earnings. 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. [LOGO] Page 3 of 3 PERCEPTRON, INC. SELECTED FINANCIAL DATA (In Thousands Except Per Share Amounts) (Unaudited)
CONDENSED INCOME STATEMENTS THREE MONTHS ENDED NINE MONTHS ENDED MARCH 31, MARCH 31, 2004 2003 2004 2003 -------- -------- -------- -------- Net Sales $ 12,359 $ 15,967 $ 38,234 $ 39,495 Cost of Sales 6,639 6,677 20,416 18,699 -------- -------- -------- -------- Gross Profit 5,720 9,290 17,818 20,796 Selling, General and Administrative Expense 2,897 3,095 8,597 8,937 Engineering, Research and Development Expense 1,660 1,597 4,762 4,631 Other Expense 166 - 166 - -------- -------- -------- -------- Operating Income 997 4,598 4,293 7,228 Interest Income (Expense), net 53 22 193 (46) Arbitration Charge - (2,370) - (2,370) Foreign Currency and Other (5) 61 747 (8) -------- -------- -------- -------- Income Before Income Taxes 1,045 2,311 5,233 4,804 Income Tax Expense 537 1,502 2,168 2,573 -------- -------- -------- -------- Net Income $ 508 $ 809 $ 3,065 $ 2,231 ======== ======== ======== ======== Earnings Per Share Basic $ 0.06 $ 0.10 $ 0.36 $ 0.27 Diluted $ 0.05 $ 0.09 $ 0.33 $ 0.26 Weighted Average Common Shares Outstanding Basic 8,647 8,309 8,554 8,269 Diluted 9,404 8,689 9,311 8,434
CONDENSED BALANCE SHEETS MARCH 31, JUNE 30, 2004 2003 ------- ------- Cash and Cash Equivalents $21,546 $11,101 Other Current Assets 24,107 33,773 Property and Equipment, Net 8,075 8,290 Other Non-Current Assets, Net 6,054 6,250 ------- ------- Total Assets $59,782 $59,414 ======= ======= Current Liabilities $10,384 $14,469 Shareholders' Equity 49,398 44,945 ------- ------- Total Liabilities and Shareholders' Equity $59,782 $59,414 ======= =======
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