-----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, IkhQmIpYm1ovtsOeoeGyOY8+aq8/ZrP3WDcAxwNTNxc5Ke4IEK9IMjesgt70M1G8 7nKvLGk086prA9yM0LjiBQ== 0000950124-05-000484.txt : 20050201 0000950124-05-000484.hdr.sgml : 20050201 20050201091045 ACCESSION NUMBER: 0000950124-05-000484 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050201 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050201 DATE AS OF CHANGE: 20050201 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: 05563930 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 k91652e8vk.txt CURRENT REPORT, DATED FEBRUARY 1, 2005 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 1, 2005 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) Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b) [ ] Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On February 1, 2005, Perceptron, Inc. (the "Company") issued a press release announcing the Company's financial and operating results for the second quarter ended December 31, 2004. Attached hereto and incorporated by reference as Exhibit 99.1 is the press release relating to such announcement. Such information, including Exhibit 99.1 attached hereto under Item 9.01, 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. Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS C. Exhibits. Exhibit No. Description 99.1 Press Release dated February 1, 2005 announcing the Company's financial and operating results for the second quarter ended December 31, 2004. 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 1, 2005 /s/ John J. Garber ----------------------------------- By: John J. Garber Title: Chief Financial Officer EXHIBIT INDEX Exhibit Number Description - ------- ----------- 99.1 Press release dated February 1, 2005 announcing the Company's financial results for the second quarter ended December 31, 2004. EX-99.1 2 k91652exv99w1.txt PRESS RELEASE, DATED FEBRUARY 1, 2005 EXHIBIT 99.1 [PERCEPTRON LOGO] Contact: John J. Garber Vice President of Finance and CFO 734 414-6100 PERCEPTRON ANNOUNCES SECOND QUARTER RESULTS FOR FISCAL YEAR 2005 PLYMOUTH, MICHIGAN, FEBRUARY 1, 2005 - PERCEPTRON, INC. (NASDAQ: PRCP) today announced net sales of $14.8 million and net income of $1.5 million, or $0.16 per diluted share, for the second quarter ended December 31, 2004, compared with net sales of $13.6 million and net income of $1.5 million, or $0.16 per diluted share, for the quarter ended December 31, 2003. For the six month period ended December 31, 2004 the Company reported net sales of $27.1 million and net income of $2.4 million, or $0.26 per diluted share, compared with net sales of $25.9 million and net income of $2.6 million, or $0.28 per diluted share, for the same period one year ago. Sales during the quarter were approximately $1.2 million higher than those of the second quarter of fiscal 2004. Sales in North America of $9.2 million were comparable to the second quarter of fiscal 2004. Sales in Europe of $5.3 million were up approximately $1.1 million. Sales in both regions remained strong primarily due to the timing of customer delivery requirements, principally for Automated Systems products. Sales for the quarter also benefited from the strong Euro that based on conversion rates in effect this quarter added $460,000 more in sales than the comparable rates in the second quarter of fiscal 2004 would have yielded. The gross profit margin this quarter was 50.1% compared with 47.7% in the second quarter of fiscal 2004. The margin improvement primarily reflected the benefit from the strong Euro. Selling, general and administrative expenses were $140,000 higher in the current quarter compared to the second quarter of fiscal 2004 due to higher costs related to the strong Euro and salary and benefit increases that were partially offset by lower legal expenses. Research and development expenses were $252,000 higher than one year ago due principally to increased spending on engineering contract services and materials to support new products development. Foreign currency and other income of $40,000 was significantly lower than last year primarily due to a large foreign currency exchange gain realized last year. The Company had new order bookings of $16.9 million during the second quarter compared with new order bookings of $6.7 million in the first quarter of fiscal 2005 and $12.4 million for the quarter ended December 31, 2003. The high level of new orders this quarter was expected and was principally due to the timing of our customers' decisions to place orders for Automated Systems products this quarter rather than the first quarter of fiscal 2005. The Company's backlog was $15.6 million as of December 31, 2004 compared with $13.5 million as of September 30, 2004. Alfred A. Pease, chairman, president and chief executive officer, commented, "We were pleased with our operating results and the level of new orders received during the quarter. We continue to expect the Company's sales and bookings for fiscal 2005 to be comparable to those reported for fiscal year 2004. Our balance sheet is strong and continues to strengthen. Cash increased by $1.7 million to $23.5 million during the quarter, and we had no debt. Shareholders' equity was $54.0 million or, $5.74 per diluted share as of December 31, 2004." 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://phx.corporate-ir.net/playerlink.zhtml?c=110185&s=wm&e=1005941 or by dialing 800-310-6649 (domestic callers) or 719-457-2693 (international callers). If you are unable to participate during the live webcast, the call will be digitally rebroadcast for seven days, beginning at 2:00 p.m. today and running until 11:00 p.m. on Tuesday, February 8, 2005. You can access the rebroadcast by dialing 888-203-1112 (domestic callers) or 719-457-0820 (international callers) and entering the passcode of 3404423. 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. 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 225 employees worldwide, with operations in the United States, Germany, France, Spain, 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 2005 and future revenue and order booking 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, continued pricing pressures from the Company's customers, the timing of orders and shipments which can cause the Company to experience significant fluctuations in its quarterly and annual revenue, order bookings, backlog 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, number 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. Because a significant portion of the Company's revenues are denominated in foreign currencies and are translated for financial reporting purposes into U.S. Dollars, the level of the Company's reported net sales, operating profits and net income are affected by changes in currency exchange rates, principally between U.S. Dollars and Euros. Currency exchange rates are subject to significant fluctuations, due to a number of factors beyond the control of the Company, including general economic conditions in the United States and other countries. Because the Company's expectations regarding future revenues, order bookings, backlog and operating results are based upon assumptions as to the levels of such currency exchange rates, actual results could differ materially from the Company's expectations. - Financial Tables Follow - Page 3 of 3 PERCEPTRON, INC. SELECTED FINANCIAL DATA (In Thousands Except Per Share Amounts) (Unaudited)
CONDENSED INCOME STATEMENTS THREE MONTHS SIX MONTHS ENDED DECEMBER 31, DECEMBER 31, 2004 2003 2004 2003 ------- ------- ------- ------- Net Sales $14,812 $13,607 $27,056 $25,875 Cost of Sales 7,394 7,120 13,610 13,777 ------- ------- ------- ------- Gross Profit 7,418 6,487 13,446 12,098 Selling, General and Administrative Expense 3,355 3,215 6,152 5,700 Engineering, Research and Development Expense 1,917 1,665 3,620 3,102 ------- ------- ------- ------- Operating Income 2,146 1,607 3,674 3,296 Interest Income, net 127 89 218 140 Foreign Currency and Other 40 763 108 752 ------- ------- ------- ------- Income Before Income Taxes 2,313 2,459 4,000 4,188 Income Tax Expense 846 929 1,568 1,631 ------- ------- ------- ------- Net Income $ 1,467 $ 1,530 $ 2,432 $ 2,557 ======= ======= ======= ======= Earnings Per Share Basic $ 0.17 $ 0.18 $ 0.28 $ 0.30 Diluted $ 0.16 $ 0.16 $ 0.26 $ 0.28 Weighted Average Common Shares Outstanding Basic 8,749 8,585 8,738 8,507 Diluted 9,413 9,298 9,403 9,265
CONDENSED BALANCE SHEETS DECEMBER 31, JUNE 30, 2004 2004 ------- ------- Cash and Cash Equivalents $23,509 $19,679 Receivables, net 19,799 22,143 Inventories, net 6,451 5,688 Other Current Assets 1,774 1,831 Property and Equipment, net 7,834 7,714 Other Non-Current Assets, net 4,797 5,869 ------- ------- Total Assets $64,164 $62,924 ======= ======= Current Liabilities $10,144 $12,564 Shareholders' Equity 54,020 50,360 ------- ------- Total Liabilities and Shareholders' Equity $64,164 $62,924 ======= =======
-----END PRIVACY-ENHANCED MESSAGE-----