UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 6, 2015
PERCEPTRON,
INC.
(Exact name of registrant as specified in its charter)
Michigan |
0-20206 | 38-2381442 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) |
47827 Halyard Drive, Plymouth, MI 48170-02461
(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 below 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 communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications 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 May 6, 2015, Perceptron, Inc. (the “Company”) issued a press release announcing the Company’s financial and operating results for the fiscal 2015 third quarter ended March 31, 2015. 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 Exchange 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 |
D. | Exhibits. |
Exhibit No. | Description | |
Exhibit 99.1 | Press Release dated May 6, 2015 announcing the Company’s financial and operating results for the fiscal 2015 third quarter ended March 31, 2015. |
2 |
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. | ||
Date: May 6, 2015 | /s/ Sylvia M. Smith | |
By: Sylvia M. Smith | ||
Its: Vice President and Chief Accounting Officer |
3 |
EXHIBIT INDEX
Exhibit Number |
Description | |
99.1 | Press Release dated May 6, 2015 announcing the Company’s financial and operating results for the fiscal 2015 third quarter ended March 31, 2015. |
4 |
Exhibit 99.1
Contact:
Heather Wietzel
Lambert, Edwards & Associates
investors@perceptron.com
PERCEPTRON ANNOUNCES THIRD-QUARTER FISCAL 2015 FINANCIAL RESULTS;
REITERATES POSITIVE FULL-YEAR OUTLOOK
Plymouth, Michigan, May 6, 2015 – Perceptron, Inc. (NASDAQ: PRCP) today announced results for the third quarter and nine months of its 2015 fiscal year (quarterly period ended March 31, 2015).
FINANCIAL HIGHLIGHTS (in millions, except per share data)
Third quarter ended March 31 | Nine months ended March 31 | |||||||||||||||||||||||
Fiscal 2015 | Fiscal 2014 | Change | Fiscal
2015 | Fiscal
2014 | Change | |||||||||||||||||||
Revenue | $ | 16.2 | $ | 17.3 | $ | (1.1 | ) | $ | 51.0 | $ | 42.2 | $ | 8.8 | |||||||||||
Net Income (Loss) | (1.6 | ) | 2.5 | (4.1 | ) | (0.8 | ) | 1.5 | (2.3 | ) | ||||||||||||||
Diluted Earnings (Loss) per Share | $ | (0.17 | ) | $ | 0.26 | $ | (0.43 | ) | $ | (0.09 | ) | $ | 0.16 | $ | (0.25 | ) |
Jeff Armstrong, President and CEO, commented, “The results we are reporting today are consistent with those we announced on a preliminary basis last week, reflecting significant impact from the Euro exchange rate on the top line, and customer-related project-timing issues, as well as transaction-related and other unusual expenses, on the bottom line.”
“We remain on track to achieve full-year fiscal 2015 revenue of about $70 million, compared with $59.6 million in fiscal 2014, despite the impact to full year revenue, bookings and backlog due to the Euro decline. With backlog of $43 million at the end of the third quarter, we continue to anticipate full-year revenue will reflect strong growth in our core In-Line business. The two businesses we recently acquired — COORD3® and Next Metrology — will contribute to revenue for the entire fourth quarter. We expect to be profitable for the fiscal year, even though the results will include transaction-related and other unusual pretax expenses expected to be in the range of $2.3 million to $2.6 million for the full year,” Armstrong added.
“Perceptron is a strong global Company with great technology, significant competitive advantages, world-class customers and a talented, committed workforce. We continue to leverage those advantages to grow and diversify the business. For example, at a major European trade show this week, we are introducing our 5th new product since the start of the calendar year. The launch of SCANR™, the world’s first green laser metrology scanner, offers our customers a stationary and portable CMM solution with an extended dynamic range that enables measurement of a wide variety of materials, an important competitive advantage,” Armstrong said.
Armstrong noted, “In addition to the new products, COORD3 and Next Metrology expand our offerings in the industrial metrology market, and significantly increase our addressable market to more than $1.8 billion. So despite the quarterly fluctuations in our core business, we continue to gain confidence in our longer-term prospects and are excited about the business transformation that is unfolding as we implement our strategic plan.”
Page 2 of 6
May 6, 2015
Highlights of Operations
BOOKINGS (in millions)
Third quarter ended March 31 | Nine months ended March 31 | |||||||||||||||||||||||
Geographic Region | Fiscal 2015 | Fiscal 2014 | Change | Fiscal 2015 | Fiscal 2014 | Change | ||||||||||||||||||
Americas | $ | 7.6 | $ | 4.7 | $ | 2.9 | $ | 21.9 | $ | 14.7 | $ | 7.2 | ||||||||||||
Europe | 4.7 | 5.6 | (0.9 | ) | 15.4 | 20.8 | (5.4 | ) | ||||||||||||||||
Asia | 3.1 | 2.9 | 0.2 | 12.6 | 12.5 | 0.1 | ||||||||||||||||||
Total Bookings | $ | 15.4 | $ | 13.2 | $ | 2.2 | $ | 49.9 | $ | 48.0 | $ | 1.9 |
New business bookings in the third quarter remained strong and were just under the sales level for the quarter. Fiscal 2015 bookings include all new orders at the acquired companies. Europe bookings of $4.7 million include $1.5 million of bookings from COORD3. The level of bookings fluctuates from quarter-to-quarter and is not necessarily indicative of the future operating performance of the Company.
BACKLOG (in millions)
As of | ||||||||||||||||||||
Geographic Region | 3/31/2015 | 12/31/2014 | 9/30/2014 | 6/30/2014 | 3/31/2014 | |||||||||||||||
Americas | $ | 13.2 | $ | 10.8 | $ | 14.8 | $ | 10.3 | $ | 10.8 | ||||||||||
Europe | 17.6 | 14.2 | 21.2 | 17.3 | 13.9 | |||||||||||||||
Asia | 12.3 | 14.0 | 13.8 | 11.7 | 11.6 | |||||||||||||||
Total Backlog | $ | 43.1 | $ | 39.0 | $ | 49.8 | $ | 39.3 | $ | 36.3 |
Backlog grew by $4.1 million over the prior quarter, primarily because of the $4.9 million of acquired backlog of COORD3, which is included in the Europe backlog total at March 31, 2015. The remaining backlog was relatively stable from the prior quarter as sales and bookings were similar. The Company is comfortable with the level of the backlog, which it believes supports the Company’s full-year sales expectations and continued growth into the 2016 fiscal year. The level of backlog at any particular point in time is not necessarily indicative of the future operating performance of the Company.
SALES (in millions)
Third quarter ended March 31 | Nine months ended March 31 | |||||||||||||||||||||||
Geographic Region | Fiscal
2015 | Fiscal
2014 | Change | Fiscal
2015 | Fiscal
2014 | Change | ||||||||||||||||||
Americas | $ | 5.2 | $ | 3.0 | $ | 2.2 | $ | 18.9 | $ | 12.2 | $ | 6.7 | ||||||||||||
Europe | 6.2 | 9.6 | (3.4 | ) | 20.0 | 20.0 | - | |||||||||||||||||
Asia | 4.8 | 4.7 | 0.1 | 12.1 | 10.0 | 2.1 | ||||||||||||||||||
Total Sales | $ | 16.2 | $ | 17.3 | $ | (1.1 | ) | $ | 51.0 | $ | 42.2 | $ | 8.8 |
Sales were $1.1 million lower in the third quarter of 2015 versus the same quarter last year. The two acquisitions closed in the third quarter of 2015 added $1.3 million to the Company’s top line. This increase was more than offset by a $1.4 million reduction in sales due to project timing in the core In-Line business in Europe and the Americas and a $1.0 million currency impact from the weaker Euro. Revenue for the 2015 nine months was $8.8 million, or 21%, higher than the comparable period in fiscal 2014. That improvement included $1.3 million from the acquired businesses, and $9.6 million from strong global growth of the existing business. These increases were partially offset by $2.1 million of reduced sales from the weakening of the Euro. The Company’s sales levels fluctuate from quarter-to-quarter due to requested delivery schedules from our customers.
Page 3 of 6
May 6, 2015
INCOME STATEMENT KEY METRICS (in millions)
Third quarter ended March 31 | Nine months ended March 31 | |||||||||||||||||||||||
Fiscal
2015 | Fiscal
2014 | Change | Fiscal
2015 | Fiscal
2014 | Change | |||||||||||||||||||
Gross Profit | $ | 4.6 | $ | 8.2 | $ | (3.6 | ) | $ | 19.0 | $ | 17.4 | $ | 1.6 | |||||||||||
As a percent of sales | 28.2 | % | 47.1 | % | (18.9) pct. pts. | 37.3 | % | 41.3 | % | (4.0) pct. pts. | ||||||||||||||
Operating Income (Loss) | $ | (2.4 | ) | $ | 2.6 | $ | (5.0 | ) | $ | (0.7 | ) | $ | 1.5 | $ | (2.2 | ) | ||||||||
Net Income (Loss) | $ | (1.6 | ) | $ | 2.5 | $ | (4.1 | ) | $ | (0.8 | ) | $ | 1.5 | $ | (2.3 | ) |
Three factors contributed to the 18.9 percentage point decline in the gross margin as a percent of sales for the third quarter of 2015 versus the same quarter of 2014. The most important factor related to timing differences between revenue and cost recognition and product mix, which led to a higher cost of sales as a percent of revenue in the quarter. Second, the Company accrued charges of $500,000 relating to employment status and withholding in a foreign jurisdiction. Third, the gross margin as a percent of sales for the acquired businesses was lower than that of the Company’s core business.
Expenses for research and development for the quarter were $1.9 million, a $300,000 increase from the third quarter of 2014, reflecting $100,000 for two months of acquired Next Metrology costs and one month of acquired COORD3 costs. The remaining $200,000 increase was due to cost increases in support of product development efforts.
Selling, marketing, general, and administrative costs for the quarter were $5.0 million compared with $3.9 in last year’s third quarter. The increase reflects two major items, additional costs for the period of $750,000 related to the acquisitions and $300,000 in costs associated with the implementation of the Company’s new global enterprise resource planning (ERP) system.
FINANCIAL POSITION
The Company’s cash and short-term investment balance was $20.9 million at March 31, 2015, compared with $32.0 million at December 31, 2014. The $11.1 million difference primarily related to the two acquisitions made during the quarter. The cash outlay to acquire the 100% equity share of both companies was $4.2 million. Soon after closing the transactions, the Company ended a short-term bank financing facility at COORD3, which required a $1.7 million payment, and paid down certain acquired tax liabilities of COORD3 for $2.4 million. An additional $2.8 million of cash and short-term investments were used in supporting the operations of the Company’s business.
Perceptron’s March 31, 2015 balance sheet has $5.1 million of liabilities remaining in conjunction with the COORD3 acquisition. These liabilities are expected to be paid in accordance with the terms of the assumed agreements.
Quarterly Investor Call and Webcast
Perceptron, Inc. will hold its third-quarter investor conference call/webcast, chaired by Jeff Armstrong, president and CEO, on Thursday, May 7, 2015, at 10:00 AM (EDT). Investors can access the call at:
Webcast | investors.perceptron.com |
Conference Call | 888 287-5563 (domestic callers) or |
719 325-2329 (international callers) | |
Conference ID | 5220968 |
A replay will be posted to the Company's website after the conference call concludes.
Page 4 of 6
May 6, 2015
About Perceptron®
Perceptron (NASDAQ: PRCP) supplies a comprehensive range of automated industrial metrology products and solutions to manufacturing organizations for dimensional gauging, dimensional inspection and 3D scanning. Products include 3D machine vision solutions, robot guidance, coordinate measuring machines, laser scanning, and advanced analysis software. Automotive, aerospace and other manufacturing companies globally rely on Perceptron's metrology solutions to assist in managing their complex manufacturing processes to improve quality, shorten product launch times and reduce costs. More than 900 systems, 12,000 Perceptron measuring sensors and over 3,000 COORD3 coordinate measuring machines are in active daily use worldwide. Headquartered in Plymouth, Michigan, Perceptron has subsidiary operations in Brazil, China, Czech Republic, France, Germany, India, Italy, Japan, Singapore, Spain and the UK. 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 its fiscal years 2015 and 2016, and future, results, gross margins, operating data, new order bookings, revenue, expenses, income and backlog levels, the size of the addressable market, the timing of revenue and income from new products which we have recently released or have not yet released and the timing of the introduction of new products. Whenever possible, we have identified these forward-looking statements by words such as “will,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “prospects,” “outlook” or similar expressions. We claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for all of our forward-looking statements. While we believe that our forward-looking statements are reasonable, you should not place undue reliance on any such forward-looking statements, which speak only as of the date made. Because these forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control or are subject to change, actual results could be materially different. Factors that might cause such a difference include, without limitation, the risks and uncertainties discussed from time to time in our periodic reports filed with the Securities and Exchange Commission, including those listed in “Item 1A – Risk Factors” of our Annual Report on Form 10-K for fiscal 2014 and Quarterly Report on Form 10-Q for the quarter ended December 31, 2014. Except as required by applicable law, we do not undertake, and expressly disclaim, any obligation to publicly update or alter our statements whether as a result of new information, events or circumstances occurring after the date of this report or otherwise.
— Financial Tables Follow —
Page 5 of 6
May 6, 2015
PERCEPTRON, INC.
SELECTED FINANCIAL DATA
(In Thousands Except Per Share Amounts)
Condensed Income Statements | Three Months Ended | Nine Months Ended | ||||||||||||||
March 31, | March 31, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Net Sales | $ | 16,182 | $ | 17,328 | $ | 50,965 | $ | 42,219 | ||||||||
Cost of Sales | 11,614 | 9,166 | 31,977 | 24,794 | ||||||||||||
Gross Profit | 4,568 | 8,162 | 18,988 | 17,425 | ||||||||||||
Operating Expenses | ||||||||||||||||
Selling, General and Administrative Expense | 5,027 | 3,913 | 14,067 | 10,987 | ||||||||||||
Engineering, Research and Development Expense | 1,948 | 1,630 | 5,648 | 4,926 | ||||||||||||
Operating Income (Loss) | (2,407 | ) | 2,619 | (727 | ) | 1,512 | ||||||||||
Other Income and (Expense) | ||||||||||||||||
Interest Income, net | 24 | 58 | 178 | 121 | ||||||||||||
Foreign Currency and Other Income (Expense) | 2 | 110 | (805 | ) | (139 | ) | ||||||||||
Income (Loss) Before Income Taxes | (2,381 | ) | 2,787 | (1,354 | ) | 1,494 | ||||||||||
Income Tax Benefit (Expense) | 792 | (306 | ) | 504 | (8 | ) | ||||||||||
Net Income (Loss) | $ | (1,589 | ) | $ | 2,481 | $ | (850 | ) | $ | 1,486 | ||||||
Earnings (Loss) Per Common Share | ||||||||||||||||
Basic | $ | (0.17 | ) | $ | 0.27 | $ | (0.09 | ) | $ | 0.17 | ||||||
Diluted | $ | (0.17 | ) | $ | 0.26 | $ | (0.09 | ) | $ | 0.16 | ||||||
Weighted Average Common Shares Outstanding | ||||||||||||||||
Basic | 9,290 | 9,130 | 9,220 | 8,928 | ||||||||||||
Diluted | 9,290 | 9,365 | 9,220 | 9,172 |
Page 6 of 6
May 6, 2015
PERCEPTRON, INC.
SELECTED FINANCIAL DATA
(In Thousands)
Condensed Balance Sheets | ||||||||
March 31, | June 30, | |||||||
2015 | 2014 | |||||||
Cash and Cash Equivalents | $ | 16,915 | $ | 23,070 | ||||
Short-term Investments | 3,942 | 10,822 | ||||||
Receivables, net | 23,259 | 19,461 | ||||||
Inventories, net | 11,532 | 7,049 | ||||||
Other Current Assets | 3,449 | 3,338 | ||||||
Total Current Assets | 59,097 | 63,740 | ||||||
Property and Equipment, net | 6,442 | 5,540 | ||||||
Goodwill and Other Intangible Assets, Net | 12,352 | - | ||||||
Long-term Investments | 778 | 725 | ||||||
Deferred Tax Asset | 11,687 | 10,061 | ||||||
Total Non-Current Assets | 31,259 | 16,326 | ||||||
Total Assets | $ | 90,356 | $ | 80,066 | ||||
Accounts Payable | $ | 7,309 | $ | 2,081 | ||||
Deferred Revenue | 8,146 | 7,571 | ||||||
Other Current Liabilities | 10,651 | 7,634 | ||||||
Total Current Liabilities | 26,106 | 17,286 | ||||||
Long-Term Taxes Payable | 3,327 | - | ||||||
Other Long-Term Liabilities | 1,124 | - | ||||||
Total Liabilities | 30,557 | 17,286 | ||||||
Shareholders' Equity | 59,799 | 62,780 | ||||||
Total Liabilities and Shareholders' Equity | $ | 90,356 | $ | 80,066 |
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