Form 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
for the quarterly period ended March 31, 2010.
Commission file number: 0-20206
PERCEPTRON, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Michigan
(State or Other Jurisdiction of
Incorporation or Organization)
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38-2381442
(I.R.S. Employer
Identification No.) |
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47827 Halyard Drive, Plymouth, Michigan
(Address of Principal Executive Offices)
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48170-2461
(Zip Code) |
(734) 414-6100
(Registrants 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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T(§ 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).
Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
(Do not check if a smaller reporting company)
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Smaller reporting company þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes o No þ
The number of shares outstanding of each of the issuers classes of common stock as of May 10, 2010, was:
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Common Stock, $0.01 par value
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8,952,149 |
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Class
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Number of shares |
PERCEPTRON, INC. AND SUBSIDIARIES
INDEX TO FORM 10-Q
For the Quarter Ended March 31, 2010
2
PERCEPTRON, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
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March 31, |
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June 30, |
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(In Thousands, Except Per Share Amount) |
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2010 |
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2009 |
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(Unaudited) |
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ASSETS |
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Current Assets |
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Cash and cash equivalents |
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$ |
9,037 |
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$ |
22,654 |
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Short-term investments |
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11,878 |
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1,241 |
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Receivables: |
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Billed receivables, net of allowance for doubtful accounts of $165 and $603, respectively |
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9,893 |
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8,975 |
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Unbilled receivables |
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327 |
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296 |
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Other receivables |
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975 |
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357 |
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Inventories, net of reserves of $1,116 and $646, respectively |
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8,752 |
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10,005 |
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Deferred taxes |
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2,290 |
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2,290 |
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Other current assets |
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1,767 |
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2,909 |
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Total current assets |
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44,919 |
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48,727 |
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Property and Equipment |
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Building and land |
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6,013 |
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6,013 |
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Machinery and equipment |
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13,648 |
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13,418 |
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Furniture and fixtures |
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870 |
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869 |
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20,531 |
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20,300 |
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Less Accumulated depreciation and amortization |
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(14,473 |
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(13,763 |
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Net property and equipment |
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6,058 |
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6,537 |
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Long-Term Investments |
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2,192 |
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2,192 |
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Deferred Tax Asset |
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8,960 |
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7,903 |
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Total Assets |
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$ |
62,129 |
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$ |
65,359 |
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LIABILITIES AND SHAREHOLDERS EQUITY |
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Current Liabilities |
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Accounts payable |
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$ |
1,939 |
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$ |
2,461 |
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Accrued liabilities and expenses |
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2,477 |
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2,197 |
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Accrued compensation |
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708 |
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1,192 |
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Income taxes payable |
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76 |
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69 |
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Deferred revenue |
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1,952 |
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2,975 |
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Total current liabilities |
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7,152 |
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8,894 |
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Long-term Liabilities |
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Accrued taxes |
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765 |
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765 |
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Total liabilities |
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7,917 |
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9,659 |
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Shareholders Equity |
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Preferred stock no par value, authorized 1,000 shares, issued none |
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Common stock, $0.01 par value, authorized 19,000 shares, issued and outstanding 8,952 and 8,873, respectively |
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90 |
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89 |
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Accumulated other comprehensive income |
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(68 |
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718 |
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Additional paid-in capital |
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41,569 |
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40,914 |
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Retained earnings |
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12,621 |
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13,979 |
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Total shareholders equity |
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54,212 |
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55,700 |
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Total Liabilities and Shareholders Equity |
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$ |
62,129 |
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$ |
65,359 |
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The notes to the consolidated financial statements are an integral part of these statements.
3
PERCEPTRON, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
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Three Months Ended |
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Nine Months Ended |
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March 31, |
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March 31, |
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(In Thousands, Except Per Share Amounts) |
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2010 |
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2009 |
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2010 |
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2009 |
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Net Sales |
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$ |
13,544 |
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$ |
13,195 |
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$ |
36,108 |
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$ |
52,311 |
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Cost of Sales |
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8,550 |
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8,545 |
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22,378 |
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33,222 |
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Gross Profit |
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4,994 |
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4,650 |
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13,730 |
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19,089 |
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Operating Expenses |
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Selling, general and administrative |
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3,591 |
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4,099 |
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11,221 |
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13,059 |
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Engineering, research and development |
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1,762 |
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1,881 |
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5,045 |
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6,190 |
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Restructuring charge (Note 11) |
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1,032 |
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1,032 |
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Total operating expenses |
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5,353 |
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7,012 |
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16,266 |
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20,281 |
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Operating Loss |
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(359 |
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(2,362 |
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(2,536 |
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(1,192 |
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Other Income and (Expenses) |
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Interest income, net |
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48 |
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103 |
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176 |
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577 |
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Foreign currency gain (loss) |
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(17 |
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(181 |
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158 |
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37 |
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Impairment on long-term investment |
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(1,494 |
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(1,494 |
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Other |
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1 |
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3 |
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5 |
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Total other income and (expenses) |
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32 |
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(1,572 |
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337 |
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(875 |
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Loss Before Income Taxes |
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(327 |
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(3,934 |
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(2,199 |
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(2,067 |
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Income Tax Benefit |
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196 |
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1,218 |
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841 |
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410 |
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Net Loss |
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$ |
(131 |
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$ |
(2,716 |
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$ |
(1,358 |
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$ |
(1,657 |
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Loss Per Common Share |
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Basic |
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$ |
(0.01 |
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$ |
(0.31 |
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$ |
(0.15 |
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$ |
(0.19 |
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Diluted |
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$ |
(0.01 |
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$ |
(0.31 |
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$ |
(0.15 |
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$ |
(0.19 |
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Weighted Average Common Shares Outstanding |
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Basic |
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8,949 |
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8,869 |
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8,913 |
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8,856 |
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Dilutive effect of stock options |
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Diluted |
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8,949 |
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8,869 |
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8,913 |
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8,856 |
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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)
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Nine Months Ended |
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March 31, |
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(In Thousands) |
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2010 |
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2009 |
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Cash Flows from Operating Activities |
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Net loss |
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$ |
(1,358 |
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$ |
(1,657 |
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Adjustments to reconcile the net loss to net cash provided from (used for) operating activities: |
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Depreciation and amortization |
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932 |
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1,082 |
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Stock compensation expense |
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409 |
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466 |
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Deferred income taxes |
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(1,049 |
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(681 |
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Impairment on long-term investments |
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1,494 |
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Disposal of assets and other |
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(17 |
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25 |
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Allowance for doubtful accounts |
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(433 |
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522 |
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Changes in assets and liabilities |
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Receivables, net |
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(1,532 |
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5,145 |
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Inventories |
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1,227 |
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(1,901 |
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Accounts payable |
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(378 |
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2,539 |
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Other current assets and liabilities |
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(62 |
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(2,942 |
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Net cash provided from (used for) operating activities |
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(2,261 |
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4,092 |
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Cash Flows from Financing Activities |
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Proceeds from stock plans |
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247 |
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180 |
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Net cash provided from financing activities |
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247 |
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180 |
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Cash Flows from Investing Activities |
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Purchases of investments |
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(13,123 |
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(1,241 |
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Proceeds from sales and maturities of investments |
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2,486 |
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Capital expenditures |
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(511 |
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(707 |
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Net cash used for investing activities |
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(11,148 |
) |
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(1,948 |
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Effect of Exchange Rate Changes on Cash and Cash Equivalents |
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(455 |
) |
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(1,529 |
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Net Increase (Decrease) in Cash and Cash Equivalents |
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(13,617 |
) |
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|
795 |
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Cash and Cash Equivalents, July 1 |
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22,654 |
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22,157 |
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Cash and Cash Equivalents, March 31 |
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$ |
9,037 |
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$ |
22,952 |
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|
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 Companys
2009 Annual Report on Form 10-K. In the opinion of management, the unaudited information furnished
herein reflects all adjustments necessary 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. New Accounting Pronouncements
In January 2010, the Financial Accounting Standards Board (FASB) issued guidance to amend the
disclosure requirements related to recurring and nonrecurring fair value measurements. The guidance
requires new disclosures on the transfers of assets and liabilities between Level 1 (quoted prices
in active market for identical assets or liabilities) and Level 2 (significant other observable
inputs) of the fair value measurement hierarchy, including the reasons and the timing of the
transfers. Additionally, the guidance requires a roll forward of activities on purchases, sales,
issuance, and settlements of the assets and liabilities measured using significant unobservable
inputs (Level 3 fair value measurements). The guidance became effective for us with the reporting
period beginning January 1, 2010, except for the disclosure on the roll forward activities for
Level 3 fair value measurements, which will become effective for us with the reporting period
beginning July 1, 2011. Other than requiring additional disclosures, adoption of this new guidance
did not have a material impact on our financial statements.
In June 2009, the FASB issued Topic 105, The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Principles (ASC). The ASC instituted a major change
in the way accounting standards are organized and became the official single source of
authoritative, nongovernmental U.S. generally accepted accounting principles (GAAP). The only
authoritative literature is the ASC and other guidance issued by the Securities and Exchange
Commission. All other literature is non-authoritative. The Company adopted the ASC in the first
quarter of fiscal 2010. The adoption of the ASC had no impact on the Companys consolidated
financial statements.
In October 2009, the FASB issued an accounting standards update amending revenue recognition
requirements for multiple-deliverable revenue arrangements. This update provides guidance on
separating the deliverables and on the method to measure and allocate arrangement consideration,
particularly when the arrangement includes both products and services provided to the customers.
The update is effective for revenue arrangements entered into or materially modified in fiscal
years beginning on or after June 15, 2010. Early adoption is permitted. The Company has not yet
adopted this update and is currently evaluating the impact it may have on its financial condition
and results of operations.
3. Financial Instruments
ASC 820, Fair Value Measurements, emphasizes that fair value is a market-based measurement, not
an entity specific measurement. Therefore, a fair value measurement should be determined based on
assumptions that market participants would use in pricing an asset or liability. As a basis for
considering market participant assumptions in fair market measurements, ASC 820 establishes a fair
value hierarchy, which prioritizes the inputs used in measuring fair values as follows:
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Level 1 Quoted prices in active markets that are unadjusted and accessible at the
measurement date for identical, unrestricted assets or liabilities. |
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Level 2 Quoted prices for identical assets and liabilities in markets that are not
active, quoted prices for similar assets and liabilities in active markets or financial
instruments for which significant inputs are observable, either directly or indirectly. |
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Level 3 Prices or valuations that require inputs that are both significant to the
fair value measurement and unobservable and reflect managements estimates and assumptions. |
6
The following table presents the Companys investments measured at fair value at March 31, 2010 and
June 30, 2009, in thousands:
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Description |
|
March 31, 2010 |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
Short-Term Investments |
|
$ |
53 |
|
|
$ |
53 |
|
|
|
|
|
|
|
|
|
Long-Term Investments |
|
$ |
2,192 |
|
|
|
|
|
|
|
|
|
|
$ |
2,192 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description |
|
June 30, 2009 |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
Long-Term Investments |
|
$ |
2,192 |
|
|
|
|
|
|
|
|
|
|
$ |
2,192 |
|
The Companys Level 3 investments consist of preferred stock investments (see Note 5 Short-Term
and Long-Term Investments) and are measured at fair value on a recurring basis using significant
unobservable inputs (Level 3) as defined in ASC 820.
Fair value estimates are made at a specific point in time based on relevant market information and
information about the financial instrument. These estimates are subjective in nature and involve
uncertainties and matters of significant judgment and therefore, cannot be determined with
precision. Changes in assumptions could significantly affect these estimates.
4. 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, age and use of inventory that affect the value of the
inventory. When the related inventory is disposed of, the obsolescence reserve is reduced. A
detailed review of the inventory is performed yearly with quarterly updates for known changes that
have occurred since the annual review. Inventory, net of reserves of $1,116,000 and $646,000 at
March 31, 2010 and June 30, 2009, respectively, is comprised of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
June 30, |
|
Inventory |
|
2010 |
|
|
2009 |
|
Component parts |
|
$ |
2,009 |
|
|
$ |
2,651 |
|
Work in process |
|
|
157 |
|
|
|
90 |
|
Finished goods |
|
|
6,586 |
|
|
|
7,264 |
|
|
|
|
|
|
|
|
Total |
|
$ |
8,752 |
|
|
$ |
10,005 |
|
|
|
|
|
|
|
|
5. Short-Term and Long-Term Investments
The Company accounts for its investments in accordance with ASC 320, Investments Debt and
Equity Securities. Investments with a maturity of greater than three months to one year are
classified as short-term investments. Investments with maturities beyond one year may be classified
as short-term if the Company reasonably expects the investment to be realized in cash or sold or
consumed during the normal operating cycle of the business. Investments available for sale are
recorded at market value using the specific identification method. Investments expected to be held
to maturity or until market conditions improve are measured at amortized cost in the statement of
financial position if it is the Companys intent and ability to hold those securities long-term. At
each balance sheet date, the Company evaluates its investments for possible other-than-temporary
impairment which involves significant judgment. In making this judgment, management reviews factors
such as the length of time and extent to which fair value has been below the cost basis, the
anticipated recovery period, the financial condition of the issuer, the credit rating of the
instrument and the Companys ability and intent to hold the investment for a period of time which
may be sufficient for recovery of the cost basis. Any unrealized gains and losses on securities are
reported as other comprehensive income as a separate component of shareholders equity until
realized or until a decline in fair value is determined to be other than temporary. Once a decline
in fair value is determined to be other-than-temporary, an impairment charge is recorded in the
income statement. If market, industry, and/or investee conditions deteriorate, future impairments
may be incurred.
At March 31, 2010, the Company had $11.9 million of short-term investments.
7
At March 31, 2010, the Company holds long-term investments in preferred stock investments that are
not registered under the Securities Act of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from registration requirements. The Company
estimated that the fair market value of these investments at March 31, 2010 was $2.2 million based
on an independent valuation performed by an external independent valuation firm completed in the
third quarter of fiscal 2009 together with managements judgment of the market. The fair market
analysis considered the following key inputs, (i) the underlying structure of each security; (ii)
the present value of the future principal and dividend payments discounted at rates considered to
reflect current market conditions; and (iii) the time horizon that the market value of each
security could return to its cost and be sold. Under ASC 820, Fair Value Measurements, such
valuation assumptions are defined as Level 3 inputs.
During the quarter ended March 31, 2009, the Companys long-term investments in auction rate
securities totaling $6.3 million at cost were exchanged for preferred stock. The Company estimated
that the fair market value of these investments at March 31, 2009 was $2.2 million based on an
independent valuation performed by an external independent valuation firm in conjunction with an
internal discounted cash flow analysis. The Company recorded an other-than-temporary impairment
charge of $1.5 million pertaining to the preferred stock investments in the quarter ended March 31,
2009 based on the Companys assessment that it is likely that the fair value of these investments
will not be fully recovered in the foreseeable future given the duration, severity, and continued
declining trend of the fair value of these securities, as well as the uncertain financial condition
and near-term prospects of the issuers at that time.
The following table summarizes the Companys long-term investments (in thousands):
|
|
|
|
|
|
|
|
|
Long-Term Investments |
|
March 31, 2010 |
|
|
June 30, 2009 |
|
Cost |
|
$ |
6,300 |
|
|
$ |
6,300 |
|
Unrealized (Losses) |
|
|
(4,108 |
) |
|
|
(4,108 |
) |
|
|
|
|
|
|
|
Estimated Fair Value |
|
$ |
2,192 |
|
|
$ |
2,192 |
|
|
|
|
|
|
|
|
6. 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 Companys investment in these
subsidiaries.
At March 31, 2010 and 2009 the Company had no forward exchange contracts outstanding. During the
nine months ended March 31, 2009, the Company recognized a loss of approximately $19,000 in other
comprehensive income (loss) for the unrealized and realized change in value of the forward exchange
contracts that matured on July 1, 2009.
7. Comprehensive Income
Comprehensive income is defined as the change in common shareholders 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, net of tax, for the applicable periods is as follows (in thousands):
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
2010 |
|
|
2009 |
|
Net Loss |
|
$ |
(131 |
) |
|
$ |
(2,716 |
) |
Other Comprehensive Income (Loss): |
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
|
(969 |
) |
|
|
(1,040 |
) |
Temporary impairment on investment |
|
|
|
|
|
|
767 |
|
|
|
|
|
|
|
|
Total Comprehensive Loss |
|
$ |
(1,100 |
) |
|
$ |
(2,989 |
) |
|
|
|
|
|
|
|
8
|
|
|
|
|
|
|
|
|
Nine Months Ended March 31, |
|
2010 |
|
|
2009 |
|
Net Loss |
|
$ |
(1,358 |
) |
|
$ |
(1,657 |
) |
Other Comprehensive Income (Loss): |
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
|
(786 |
) |
|
|
(3,009 |
) |
Temporary impairment on investment |
|
|
|
|
|
|
582 |
|
Forward contracts |
|
|
|
|
|
|
(19 |
) |
|
|
|
|
|
|
|
Total Comprehensive Loss |
|
$ |
(2,144 |
) |
|
$ |
(4,103 |
) |
|
|
|
|
|
|
|
8. Credit Facilities
The Company had no debt outstanding at March 31, 2010.
The Company has a $6.0 million secured Credit Agreement, which expires on November 1, 2011.
Proceeds under the Credit Agreement may be used for working capital and capital expenditures. The
security for the loan is substantially all non-real estate assets of the Company held in the United
States. Borrowings are designated as a Libor-based Advance or as a Prime-based Advance if the
Libor-based Advance is not available. Interest on Libor-based Advances is calculated currently at
2.35% above the Libor Rate offered at the time for the period chosen, and is payable on the last
day of the applicable period. The Company may not select a Prime-based rate for Advances except
during a period of time during which the Libor-based rate is not available as the applicable
interest rate. Interest on Prime-based Advances is payable on the first business day of each month
commencing on the first business day following the month during which such Advance is made and at
maturity and is calculated daily, using the interest rate established by the Bank as its prime rate
for its borrowers. Quarterly, the Company pays a commitment fee of 0.15% per annum on the daily
unused portion of the Credit Agreement. 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 $41.4 million as of March 31, 2010 and
to have no advances outstanding for 30 consecutive days each calendar year.
At March 31, 2010, the Companys German subsidiary (GmbH) had an unsecured credit facility totaling
300,000 Euros (equivalent to approximately $404,000). 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 March 31, 2010, GmbH had
no borrowings outstanding. At March 31, 2010, the facility supported outstanding letters of credit
totaling 62,552 Euros (equivalent to approximately $84,000).
9. Stock-Based Compensation
The Company uses the Black-Scholes model for determining stock option valuations. The
Black-Scholes model requires subjective assumptions, including future stock price volatility and
expected time to exercise, which affect the calculated values. The expected term of option
exercises is derived from historical data regarding employee exercises and post-vesting employment
termination behavior. The risk-free rate of return is based on published U.S. Treasury rates in
effect for the corresponding expected term. The expected volatility is based on historical
volatility of the Companys stock price. These factors could change in the future, which would
affect the stock-based compensation expense in future periods.
The Company recognized operating expense for non-cash stock-based compensation costs in the amount
of $108,000 and $409,000 in the three and nine months ended March 31, 2010, respectively. This had
the effect of decreasing net income by $72,000, or $0.01 per diluted share, and $274,000, or $0.03
per diluted share, for the three and nine months ended March 31, 2010, respectively. The Company
recognized operating expense for non-cash stock-based compensation costs in the amount of $133,000
and $466,000 in the three and nine months ended March 31, 2009, respectively. This had the effect
of decreasing net income by $90,000, or $0.01 per diluted share, and $310,000, or $0.03 per diluted
share, for the three and nine months ended March 31, 2009, respectively. As of March 31, 2010, the
total remaining unrecognized compensation cost related to non-vested stock options amounted to
$760,000. The Company expects to recognize this cost over a weighted average vesting period of 2.2
years.
9
The Company maintains a 1992 Stock Option Plan (1992 Plan) and 1998 Global Team Member Stock
Option Plan (1998 Plan) covering substantially all company employees and certain other key
persons and a Directors Stock Option Plan (Directors Plan) covering all non-employee directors.
During fiscal 2005, shareholders approved a new 2004 Stock Incentive Plan that replaced the 1992
and Directors Plans as to future grants. No further grants are permitted to be made under the
terms of the 1998 Plan. Options previously granted under the 1992, Directors and 1998 Plans will
continue to be maintained until all options are exercised, cancelled or expire. The 2004, 1992 and
Directors Plans are administered by a committee of the Board of Directors, the Management
Development, Compensation and Stock Option Committee. The 1998 Plan is administered by the
President of the Company.
Awards under the 2004 Stock Incentive Plan may be in the form of stock options, stock appreciation
rights, restricted stock or restricted stock units, performance share awards, director stock
purchase rights and deferred stock units; or any combination thereof. The terms of the awards will
be determined by the Management Development, Compensation and Stock Option Committee, except as
otherwise specified in the 2004 Stock Incentive Plan. As of March 31, 2010, the Company has only
issued awards in the form of stock options. Options outstanding under the 2004 Stock Incentive
Plan and the 1992 and 1998 Plans generally become exercisable at 25% per year beginning one year
after the date of grant and expire ten years after the date of grant. All options outstanding
under the 1992 and Directors Plans are vested and expire ten years from the date of grant. Option
prices for options granted under these plans must not be less than fair market value of the
Companys stock on the date of grant.
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 |
|
|
Nine Months |
|
|
Nine Months |
|
|
|
Ended |
|
|
Ended |
|
|
Ended |
|
|
Ended |
|
|
|
3/31/2010 |
|
|
3/31/2009 |
|
|
3/31/2010 |
|
|
3/31/2009 |
|
Weighted Average Estimated Fair
Value Per Share of Options
Granted During the Period |
|
|
|
|
|
$ |
1.11 |
|
|
$ |
1.38 |
|
|
$ |
1.14 |
|
Assumptions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized Dividend Yield |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock Price Volatility |
|
|
|
|
|
|
39.67 |
% |
|
|
47.35 |
% |
|
|
39.58 |
% |
Risk Free Rate of Return |
|
|
|
|
|
|
1.92 |
% |
|
|
2.38 |
% |
|
|
1.95 |
% |
Expected Option Term (in years) |
|
|
|
|
|
|
5 |
|
|
|
5 |
|
|
|
5 |
|
The Company received $33,000 and $122,000 in cash from option exercises under all share-based
payment arrangements for the three and nine months ended March 31, 2010, respectively.
10. 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. The calculation of diluted shares also takes into effect the
average unrecognized non-cash stock-based compensation expense and additional adjustments for tax
benefits related to non-cash stock-based compensation expense.
Options to purchase 931,000 and 1,172,000 shares of common stock outstanding in the three months
ended March 31, 2010 and 2009, respectively, were not included in the computation of diluted EPS
because the effect would have been anti-dilutive. Options to purchase 973,000 and 975,000 shares
of common stock outstanding in the nine months ended March 31, 2010 and 2009, respectively, were
not included in the computation of diluted EPS because the effect would have been anti-dilutive.
10
11. Restructuring Charge
During the quarter ended March 31, 2009, the Company implemented a significant cost reduction plan
for its Industrial Business Unit. The actions did not affect the Commercial Products Business.
Most of the cost reduction actions took place in North America with a smaller amount in Europe.
The actions included reducing personnel, benefits, contract services and other related expenses.
During the quarter ended March 31, 2009, the Company recorded a restructuring charge of
approximately $1.0 million related to severance and other related costs.
12. Income Taxes
The Company had long-term tax contingencies of $765,000 as of March 31, 2010 and June 30, 2009.
13. Commitments and Contingencies
Management is currently unaware of any significant pending litigation affecting the Company, other
than the matters set forth below.
The Company is a party to a suit filed by Industries GDS, Inc., Bois Granval GDS Inc., and Centre
de Preparation GDS, Inc. (collectively, GDS) on or about November 21, 2002 in the Superior Court
of the Judicial District of Quebec, Canada against the Company, Carbotech, Inc. (Carbotech), and
U.S. Natural Resources, Inc. (USNR), among others. The suit alleges that the Company breached
its contractual and warranty obligations as a manufacturer in connection with the sale and
installation of three systems for trimming and edging wood products. The suit also alleges that
Carbotech breached its contractual obligations in connection with the sale of equipment and the
installation of two trimmer lines, of which the Companys systems were a part, and that USNR, which
acquired substantially all of the assets of the Forest Products business unit from the Company, was
liable for GDS damages. USNR has sought indemnification from the Company under the terms of
existing contracts between the Company and USNR. GDS seeks compensatory damages against the
Company, Carbotech and USNR of approximately $6.5 million using a March 31, 2010 exchange rate.
GDS and Carbotech filed and subsequently emerged from bankruptcy protection in Canada. The Company
intends to vigorously defend against GDS claims.
The Company may, from time to time, be subject to other claims and suits.
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 claims and litigation
is subject to significant uncertainty, changes in these factors could materially impact the
Companys financial position or results of operations.
14. Segment Information
Effective July 1, 2009, the Company reorganized its business into two operating segments, the
Industrial Business Unit (IBU) and the Commercial Products Business Unit (CBU). The
reorganization of the Companys business segments was in response to the growth potential,
increased development and focus that occurred in the Companys commercial products since its
initial sales in the third quarter of fiscal 2007. The Companys reportable segments are strategic
business units that have separate management teams focused on different marketing strategies. The
IBU segment markets its products primarily to industrial companies directly or through
manufacturing line builders, system integrators, original equipment manufacturers (OEMs) and
value-added resellers (VARs). Products sold by IBU include automated systems products consisting
of AutoGauge®, AutoFit®,
AutoScan®, and AutoGuide® that are primarily
custom-configured systems typically purchased for installation in connection with new automotive
model retooling programs, value added services that are primarily related to automated systems
products, and technology components consisting of ScanWorks® and WheelWorks® products that target
the digitizing, reverse engineering, inspection and original equipment manufacturers wheel
alignment markets. The CBU segment products are designed for sale to professional tradesmen in the
commercial market and are sold to and distributed through strategic partners.
11
The accounting policies of the segments are the same as those described in the summary of
significant policies. The Company evaluates performance based on operating income, excluding
unusual items. Company-wide costs are allocated between segments based on revenues and/or labor as
deemed appropriate. Segment results for the three and nine months ended March 31, 2009 have been
revised to conform to the new fiscal 2010 segment reporting structure.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial |
|
|
|
|
|
|
Industrial |
|
|
Products Business |
|
|
|
|
Reportable Segments ($000) |
|
Business Unit |
|
|
Unit |
|
|
Consolidated |
|
Three months ended March 31, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
10,218 |
|
|
$ |
3,326 |
|
|
$ |
13,544 |
|
Operating income (loss) |
|
|
448 |
|
|
|
(807 |
) |
|
|
(359 |
) |
Assets |
|
|
37,431 |
|
|
|
24,698 |
|
|
|
62,129 |
|
Accumulated depreciation and amortization |
|
|
13,689 |
|
|
|
784 |
|
|
|
14,473 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
8,969 |
|
|
$ |
4,226 |
|
|
$ |
13,195 |
|
Operating income (loss) |
|
|
(2,798 |
) |
|
|
436 |
|
|
|
(2,362 |
) |
Assets |
|
|
47,721 |
|
|
|
21,759 |
|
|
|
69,480 |
|
Accumulated depreciation and amortization |
|
|
13,020 |
|
|
|
402 |
|
|
|
13,422 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial |
|
|
|
|
|
|
Industrial |
|
|
Products Business |
|
|
|
|
Reportable Segments ($000) |
|
Business Unit |
|
|
Unit |
|
|
Consolidated |
|
Nine months ended March 31, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
28,172 |
|
|
$ |
7,936 |
|
|
$ |
36,108 |
|
Operating loss |
|
|
(97 |
) |
|
|
(2,439 |
) |
|
|
(2,536 |
) |
Assets |
|
|
39,273 |
|
|
|
22,856 |
|
|
|
62,129 |
|
Accumulated depreciation and amortization |
|
|
13,725 |
|
|
|
748 |
|
|
|
14,473 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended March 31, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
32,036 |
|
|
$ |
20,275 |
|
|
$ |
52,311 |
|
Operating income (loss) |
|
|
(4,562 |
) |
|
|
3,370 |
|
|
|
(1,192 |
) |
Assets |
|
|
46,308 |
|
|
|
23,172 |
|
|
|
69,480 |
|
Accumulated depreciation and amortization |
|
|
13,020 |
|
|
|
402 |
|
|
|
13,422 |
|
15. Subsequent Events
The Company has evaluated subsequent events through the date that the consolidated financial
statements were issued. No events have taken place that meet the definition of a subsequent event
that requires disclosure in this filing.
12
|
|
|
ITEM 2. |
|
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
SAFE HARBOR STATEMENT
We make statements in this Managements Discussion and Analysis of Financial Condition and Results
of Operations and Note 12 to the Consolidated Financial Statements that may be forward-looking
statements within the meaning of the Securities Exchange Act of 1934, including the Companys
expectation as to its fiscal year 2010 and future new order bookings, revenue, expenses, net income
and backlog levels, trends affecting its future revenue levels, the rate of new orders, the timing
of revenue and net income increases from new products which we have recently released or have not
yet released, the timing of the introduction of new products and our ability to fund our fiscal
year 2010 and future cash flow requirements. We may also make forward-looking statements in our
press releases or other public or shareholder communications. When we use words such as will,
should, believes, expects, anticipates, estimates or similar expressions, we are making
forward-looking statements. 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 reports filed with the Securities and Exchange Commission,
including those listed in Item 1A Risk Factors in the Companys Annual Report on Form 10-K for
fiscal year 2009. Other factors not currently anticipated by management may also materially and
adversely affect our financial condition, liquidity or results of operations. 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. The Companys 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 Companys Industrial Business Unit segment 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 Companys Industrial Business Unit segment
products have shorter lead times than other components and are required later in the process,
orders for the Companys Industrial Business Unit segment products tend to be given later in the
integration process. The Companys Commercial Products Business Unit segment products are subject
to the timing of firm orders from its customers, which may change on a monthly basis. In addition,
because the Companys Commercial Products Business Unit segment products require short lead times
from firm order to delivery, the Company purchases long lead time components before firm orders are
in hand. A significant portion of the Companys projected revenues and net income depends upon the
Companys ability to successfully develop and introduce new products and expand into new geographic
markets. Because a significant portion of the Companys revenues are denominated in foreign
currencies and are translated for financial reporting purposes into U.S. Dollars, the level of the
Companys 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 Companys
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 Companys expectations.
13
OVERVIEW
Perceptron, Inc. (Perceptron or the Company) develops, produces and sells non-contact
measurement and inspection solutions for industrial and commercial applications. Effective July 1,
2009, the Company reorganized its business into two operating segments, the Industrial Business
Unit (IBU) and the Commercial Products Business Unit (CBU). The reorganization of the
Companys business segments was in response to the growth potential, increased development and
focus that occurred in the Companys commercial products since its initial sales in the third
quarter of fiscal 2007. IBU products provide solutions for manufacturing process control as well
as sensor and software technologies for non-contact measurement, scanning and inspection
applications. These products are used by the Companys customers to help them manage their complex
manufacturing processes to improve quality, shorten product launch times, reduce overall
manufacturing costs and for digitizing and reverse engineering. Products sold by IBU include the
automated systems products consisting of AutoGauge®, AutoFit®, AutoScan®, and
AutoGuide® that are primarily custom-configured systems typically purchased for installation
in connection with new automotive model retooling programs, value added services that are primarily
related to automated systems products, and technology components consisting of ScanWorks® and
WheelWorks® products that target the digitizing, reverse engineering, inspection and original
equipment manufacturers wheel alignment markets. The products of the CBU segment are designed for
sale to professional tradesmen in the commercial market and are sold to and distributed through
strategic partners. The Company services multiple markets, with the largest being the automotive
industry serviced by IBU. The Companys primary operations are in North America, Europe and Asia.
In the IBU segment, new vehicle tooling programs represent the most important selling opportunity
for the Companys automated systems. The number and timing of new vehicle tooling programs varies
in accordance with individual automotive manufacturers plans and is also influenced by the state
of the economy. Sales related to services and technology components are on-going and vary from
period to period based on customers plans. Sales of ScanWorks® are primarily to
non-automotive customers. IBU sales have shown consecutive quarter over quarter improvement in the
past three quarters. Margins have improved as a result of the cost reduction actions taken in the
third quarter of fiscal 2009. Asian sales in the third quarter doubled from the level achieved in
the second quarter of fiscal 2010 and business in this region continues to show improvement.
During the third quarter, the Company moved to a larger office in Shanghai and is in the process of
hiring additional engineers to support its growth in this area.
During the first four months of calendar year 2010, CBU announced that it had entered into
supply agreements with three new partners, each in a separate strategic market segment. As a
result, CBU now has in place a partner for each of its four initially targeted market segments,
namely, plumbing, mechanical, electrical and construction. The Company has completed product
design and development for two new products for two of its four partners that it expects to ship
before the end of fiscal 2010. As disclosed previously, the Company and Ridge Tool Company
(Ridge) mutually decided not to renew the Ridge supplier agreement. Ridge recently placed what
is believed to be its final orders with the Company, of which some will be from existing inventory
and some from additional production. The existing inventory sales will be at significantly reduced
margins while sales of products to be manufactured will be at normal margins. For fiscal 2010,
total sales to Ridge are expected to be at approximately half of the $11.2 million level in fiscal
2009. In the third quarter of fiscal 2010, the Company began shipping two new accessories to
Snap-on Logistics Company (Snap-on), a Digital Video Recorder (DVR) and a 5.5mm imager. The DVR
adds the capability to record and store images for users of the BK5500 product. The 5.5mm imager
allows mechanics to see into diesel injector ports and glow plugs.
Outlook The Company continues to see signs that business conditions for IBU customers are
improving. Requests for quotes are strong and the Companys backlog continued to increase. The
Company is encouraged by the trend over the past three quarters of quarter over quarter increased
sales in the IBU segment and expects year over year improvement in fiscal 2011. The Company
continues to see increased interest by our customers in the enhanced functionality that is being
incorporated into the AutoGauge® product. In line with the Companys strategic plans, the Company
has decided to accelerate its investment in new product development in its IBU segment by
contracting with additional temporary engineering resources.
In the third quarter of fiscal 2010, the Company saw increased sales in its CBU segment over the
levels achieved in the first and second quarters of fiscal 2010. The Company expects sales in the
fourth quarter to exceed the level achieved in the third quarter. With the three new CBU
partnerships and continued sales to Snap-On, the Company expects year over year sales growth in
fiscal 2011 as new products are rolled out by our partners.
The Company expects that the fourth quarter of fiscal 2010 will be better than the fourth quarter
of fiscal 2009. Sales, bookings, and backlog are all expected to be above the fiscal 2009 fourth
quarter. The Company also expects to continue to see sequential improvement in our financial
results compared to the first three quarters of fiscal 2010. As a result, the Company anticipates
returning to profitability in the near future. The level of cost savings achieved in the third
quarter of fiscal 2010 from the cost reduction actions that were taken in the third quarter of
fiscal 2009 continued to meet the Companys expectations. As sales improve, the Company intends to
be conservative and strategic in determining where cost increases will be allowed to occur. The
Companys financial base remains strong with no debt and approximately $20.9 million of cash and
short-term investments at March 31, 2010 available to support its growth plans. Near-term, the
Company will continue to focus on the release of new products in both of its business segments,
geographic growth, principally in Asia and working with its strategic partners in the CBU.
14
RESULTS OF OPERATIONS
Three Months Ended March 31, 2010 Compared to Three Months Ended March 31, 2009
Overview For the third quarter of fiscal 2010, the Company reported a net loss of $131,000, or
$0.01 per diluted share, compared to a net loss of $2.7 million, or $0.31 per diluted share for the
third quarter of fiscal 2009. Specific line item results are described below.
Sales Net sales in the third quarter of fiscal 2010 were $13.5 million, compared to $13.2
million for the quarter ended March 31, 2009. The following tables set forth comparison data for
the Companys net sales by segment and geographic location.
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Third |
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|
Third |
|
|
|
|
Sales (by segment) |
|
Quarter |
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|
Quarter |
|
|
|
|
(in millions) |
|
2010 |
|
|
2009 |
|
|
Increase/(Decrease) |
|
Industrial Business Unit |
|
$ |
10.2 |
|
|
|
75.6 |
% |
|
$ |
9.0 |
|
|
|
68.2 |
% |
|
$ |
1.2 |
|
|
|
13.3 |
% |
Commercial Products Business Unit |
|
|
3.3 |
|
|
|
24.4 |
% |
|
|
4.2 |
|
|
|
31.8 |
% |
|
|
(0.9 |
) |
|
|
(21.4 |
)% |
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Totals |
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$ |
13.5 |
|
|
|
100.0 |
% |
|
$ |
13.2 |
|
|
|
100.0 |
% |
|
$ |
0.3 |
|
|
|
2.3 |
% |
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Third |
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Third |
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|
Sales (by location) |
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Quarter |
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|
Quarter |
|
|
|
|
(in millions) |
|
2010 |
|
|
2009 |
|
|
Increase/(Decrease) |
|
Americas |
|
$ |
6.2 |
|
|
|
45.9 |
% |
|
$ |
7.8 |
|
|
|
59.1 |
% |
|
$ |
(1.6 |
) |
|
|
(20.5 |
)% |
Europe |
|
|
5.6 |
|
|
|
41.5 |
% |
|
|
4.8 |
|
|
|
36.4 |
% |
|
|
0.8 |
|
|
|
16.7 |
% |
Asia |
|
|
1.7 |
|
|
|
12.6 |
% |
|
|
0.6 |
|
|
|
4.5 |
% |
|
|
1.1 |
|
|
|
183.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals |
|
$ |
13.5 |
|
|
|
100.0 |
% |
|
$ |
13.2 |
|
|
|
100.0 |
% |
|
$ |
0.3 |
|
|
|
2.3 |
% |
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|
Sales in the IBU segment increased $1.2 million, primarily due to increased sales of technology
component products. Sales in the CBU segment decreased primarily from the timing of orders
received from Ridge and Snap-on. The decrease in sales in the Americas reflected lower automated
systems sales and CBU sales mitigated by increased technology component sales. Sales in Europe and
Asia increased as a result of both higher automated systems products and technology component
sales.
Bookings Bookings represent new orders received from customers. The Company had new order
bookings during the quarter of $14.6 million compared to $8.9 million for the third quarter ended
March 31, 2009. The following tables set forth comparison data for the Companys bookings by
segment and geographic location. It should be noted that the Companys level of new orders
fluctuates from quarter to quarter and the amount of new order bookings during any particular
period is not necessarily indicative of the future operating performance of the Company.
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Third |
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|
Third |
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|
|
Bookings (by segment) |
|
Quarter |
|
|
Quarter |
|
|
|
|
(in millions) |
|
2010 |
|
|
2009 |
|
|
Increase/(Decrease) |
|
Industrial Business Unit |
|
$ |
9.4 |
|
|
|
64.4 |
% |
|
$ |
6.2 |
|
|
|
69.7 |
% |
|
$ |
3.2 |
|
|
|
51.6 |
% |
Commercial Products
Business Unit |
|
|
5.2 |
|
|
|
36.6 |
% |
|
|
2.7 |
|
|
|
30.3 |
% |
|
|
2.5 |
|
|
|
92.6 |
% |
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|
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|
|
Totals |
|
$ |
14.6 |
|
|
|
100.0 |
% |
|
$ |
8.9 |
|
|
|
100.0 |
% |
|
$ |
5.7 |
|
|
|
64.0 |
% |
|
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15
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Third |
|
|
Third |
|
|
|
|
Bookings (by location) |
|
Quarter |
|
|
Quarter |
|
|
|
|
(in millions) |
|
2010 |
|
|
2009 |
|
|
Increase/(Decrease) |
|
Americas |
|
$ |
9.8 |
|
|
|
67.1 |
% |
|
$ |
4.4 |
|
|
|
49.4 |
% |
|
$ |
5.4 |
|
|
|
122.7 |
% |
Europe |
|
|
3.5 |
|
|
|
24.0 |
% |
|
|
3.9 |
|
|
|
43.8 |
% |
|
|
(0.4 |
) |
|
|
(10.3 |
)% |
Asia |
|
|
1.3 |
|
|
|
8.9 |
% |
|
|
0.6 |
|
|
|
6.8 |
% |
|
|
0.7 |
|
|
|
116.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals |
|
$ |
14.6 |
|
|
|
100.0 |
% |
|
$ |
8.9 |
|
|
|
100.0 |
% |
|
$ |
5.7 |
|
|
|
64.0 |
% |
|
|
|
|
|
|
|
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|
|
|
|
|
|
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|
IBU bookings increased $3.2 million primarily as a result of higher bookings of automated systems
products and to a lesser extent, increased technology components and value added services. CBU
bookings increased $2.5 million and were split between orders from Ridge and Snap-on. In April the
Company received its first order from one of its new CBU partners based on the completed design of
its first product and expects to produce and be able to begin shipping this product in June. The
increase in bookings in the Americas was primarily the result of increased CBU bookings and to a
lesser extent increased bookings for automated system products. Europe bookings decreased
primarily in automated systems products, mitigated by increased bookings in value added services
and technology components. Asia bookings increased primarily from automated systems products and
to a lesser extent increased technology component bookings.
Backlog Backlog represents orders or bookings received by the Company that have not yet been
filled. The Companys backlog was $20.5 million as of March 31, 2010 compared with $14.8 million
as of March 31, 2009. The following tables set forth comparison data for the Companys backlog by
segment and geographic location. It should be noted that the level of backlog during any
particular period is not necessarily indicative of the future operating performance of the Company.
Most of the backlog is subject to cancellation by the customer. The Company expects to be able to
fill substantially all of the orders in backlog during the following twelve months.
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Third |
|
|
Third |
|
|
|
|
Backlog (by segment) |
|
Quarter |
|
|
Quarter |
|
|
|
|
(in millions) |
|
2010 |
|
|
2009 |
|
|
Increase/(Decrease) |
|
Industrial Business Unit |
|
$ |
16.8 |
|
|
|
82.0 |
% |
|
$ |
14.4 |
|
|
|
97.3 |
% |
|
$ |
2.4 |
|
|
|
16.7 |
% |
Commercial Products
Business Unit |
|
|
3.7 |
|
|
|
18.0 |
% |
|
|
0.4 |
|
|
|
2.7 |
% |
|
|
3.3 |
|
|
|
825.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals |
|
$ |
20.5 |
|
|
|
100.0 |
% |
|
$ |
14.8 |
|
|
|
100.0 |
% |
|
$ |
5.7 |
|
|
|
38.5 |
% |
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
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|
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|
Third |
|
|
Third |
|
|
|
|
Backlog (by location) |
|
Quarter |
|
|
Quarter |
|
|
|
|
(in millions) |
|
2010 |
|
|
2009 |
|
|
Increase/(Decrease) |
|
Americas |
|
$ |
9.9 |
|
|
|
48.3 |
% |
|
$ |
4.6 |
|
|
|
31.1 |
% |
|
$ |
5.3 |
|
|
|
115.2 |
% |
Europe |
|
|
6.9 |
|
|
|
33.7 |
% |
|
|
9.6 |
|
|
|
64.9 |
% |
|
|
(2.7 |
) |
|
|
(28.1 |
)% |
Asia |
|
|
3.7 |
|
|
|
18.0 |
% |
|
|
0.6 |
|
|
|
4.0 |
% |
|
|
3.1 |
|
|
|
516.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals |
|
$ |
20.5 |
|
|
|
100.0 |
% |
|
$ |
14.8 |
|
|
|
100.0 |
% |
|
$ |
5.7 |
|
|
|
38.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IBU backlog increased $2.4 million, primarily in automated systems orders with technology
components backlog increasing to a lesser extent. CBU backlog increased $3.3 million and was
fairly evenly split between Ridge Tool and Snap-on orders. The increase in CBU backlog was the
primary reason for the increase in the Americas backlog with automated systems orders increasing to
a lesser extent. European backlog decreased $2.7 million primarily from lower automated systems
orders. Asian backlog increased as a result of higher automated systems orders.
Gross Profit Gross profit was $5.0 million, or 36.9% of sales, in the third quarter of
fiscal 2010, as compared to $4.7 million, or 35.2% of sales, in the third quarter of fiscal 2009.
The gross margin percentage increase was primarily the result of lower expenses related to the IBU
cost reduction actions taken by the Company in the third quarter of fiscal 2009 offset by a lower
gross margin percentage for CBU products which was negatively impacted by existing inventory sales
to Ridge. The stronger Euro in the third quarter of fiscal 2010 compared to 2009 had the effect of
increasing gross profit by approximately $190,000.
16
Selling, General and Administrative (SG&A) Expenses SG&A expenses decreased $508,000 to
$3.6 million compared to $4.1 million in the quarter ended March 31, 2009. The decrease was
primarily due to lower bad debt expense and depreciation compared to the fiscal 2009 quarter. The
current quarter also included lower personnel related costs resulting from the cost reduction
actions taken by the Company in the third quarter of fiscal 2009 that were offset by higher audit
and contract services costs. The stronger Euro in the fiscal 2010 quarter compared to fiscal 2009
had the effect of increasing costs by approximately $60,000.
Engineering, Research and Development (R&D) Expenses Engineering and R&D expenses were $1.8
million in the quarter ended March 31, 2010 compared to $1.9 million in the third quarter a year
ago. The $119,000 decrease was primarily due to lower personnel related costs resulting from the
IBU cost reduction actions taken by the Company in the third quarter of fiscal 2009 mitigated by
higher contract services and engineering materials to accelerate investment in new product
development in its IBU segment. Engineering and R & D expenses for the CBU segment were flat
compared to the same quarter a year ago.
Restructuring Charge During the quarter ended March 31, 2009, the Company implemented a
significant cost reduction plan for its IBU segment. The actions did not affect the CBU segment.
Most of the cost reduction actions took place in North America with a smaller amount in Europe.
The actions included reducing personnel, benefits, contract services and other related expenses.
During the quarter ended March 31, 2009, the Company recorded a restructuring charge of
approximately $1.0 million related to severance and other related costs.
Interest Income, net Net interest income was $48,000 in the third quarter of fiscal 2010
compared with net interest income of $103,000 in the third quarter of fiscal 2009. The decrease
was primarily due to significantly lower interest rates and to a lesser extent lower average cash
and investment balances compared to one year ago.
Foreign Currency There was a net foreign currency loss of $17,000 in the fiscal 2010 quarter
compared with a loss of $181,000 a year ago and represents foreign currency changes, primarily
related to the Yen and to a lesser extent the Euro within the respective periods.
Impairment on Long-Term Investment During the third quarter of fiscal 2009 the Companys
long-term investments in auction rate securities were exchanged for preferred stock by the issuers
and the Company determined that these investments had been other-than-temporarily impaired. Based
on an independent valuation, the Company wrote down these investments $727,000 and reclassified
$767,000 from other comprehensive income for a total other-than-temporary charge of $1.5 million.
See Note 5 of the Notes to the Consolidated Financial Statements, Short-Term and Long-Term
Investments.
Income Taxes The effective tax rate for the third quarter of fiscal 2010 was 59.9% compared to
31.0% in the third quarter of fiscal 2009. The effective rate in both 2010 and 2009 primarily
reflects the effect of the mix of pre-tax profit and loss among the Companys various operating
entities and their countries respective tax rates. The effective tax rate in the United States
was 31.9% and 33.3% on a pretax loss in the fiscal 2010 and 2009 quarters, respectively. The
foreign subsidiaries combined effective tax rate was 20.0% and 27.5% on a combined pretax income in
the fiscal 2010 quarter and combined pretax loss in the 2009 quarter, respectively.
Nine Months Ended March 31, 2010 Compared to Nine Months Ended March 31, 2009
Overview The Company reported a net loss of $1.4 million, or $0.15 per diluted share, for the
first nine months of fiscal 2010, compared with a net loss of $1.7 million, or $0.19 per diluted
share for the nine months ended March 31, 2009. Specific line item results are described below.
Sales Net sales in the first nine months of fiscal 2010 were $36.1 million, compared to $52.3
million for the nine months ended March 31, 2009. The following tables set forth comparison data
for the Companys net sales by segment and geographic location.
17
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|
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|
|
|
|
|
|
|
|
Sales (by segment) |
|
Nine Months |
|
|
Nine Months |
|
|
|
|
(in millions) |
|
Ended 3/31/10 |
|
|
Ended 3/31/09 |
|
|
Increase/(Decrease) |
|
Industrial Business Unit |
|
$ |
28.2 |
|
|
|
78.1 |
% |
|
$ |
32.0 |
|
|
|
61.2 |
% |
|
$ |
(3.8 |
) |
|
|
(11.9 |
)% |
Commercial Products Business Unit |
|
|
7.9 |
|
|
|
21.9 |
% |
|
|
20.3 |
|
|
|
38.8 |
% |
|
|
(12.4 |
) |
|
|
(61.1 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals |
|
$ |
36.1 |
|
|
|
100.0 |
% |
|
$ |
52.3 |
|
|
|
100.0 |
% |
|
$ |
(16.2 |
) |
|
|
(31.0 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales (by location) |
|
Nine Months |
|
|
Nine Months |
|
|
|
|
(in millions) |
|
Ended 3/31/10 |
|
|
Ended 3/31/09 |
|
|
Increase/(Decrease) |
|
Americas |
|
$ |
16.7 |
|
|
|
46.3 |
% |
|
$ |
33.8 |
|
|
|
64.6 |
% |
|
$ |
(17.1 |
) |
|
|
(50.6 |
)% |
Europe |
|
|
16.5 |
|
|
|
45.7 |
% |
|
|
15.6 |
|
|
|
29.8 |
% |
|
|
0.9 |
|
|
|
5.8 |
% |
Asia |
|
|
2.9 |
|
|
|
8.0 |
% |
|
|
2.9 |
|
|
|
5.6 |
% |
|
|
0.0 |
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals |
|
$ |
36.1 |
|
|
|
100.0 |
% |
|
$ |
52.3 |
|
|
|
100.0 |
% |
|
$ |
(16.2 |
) |
|
|
(31.0 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales in the IBU segment decreased $3.8 million, primarily due to lower automated systems products
sales and to a lesser extent decreased sales of technology components. The decrease from fiscal
2009 reflects the fact that the first six months of fiscal 2009 had not been significantly affected
by the forthcoming downturn in the automotive industry and the overall economy that largely
occurred toward the end of the second quarter of fiscal 2009 and continued into fiscal 2010. Sales
in the CBU segment decreased primarily due to the high sales level achieved in the fiscal 2009
period that reflected a high ramp up of sales related to the newly introduced Snap-on BK5500
product and the Ridge microEXPLORER Digital Inspection Camera. Also affecting the CBU fiscal 2010
period was the state of the economy in the fiscal 2010 period compared to the fiscal 2009 period
and reduced sales to Ridge resulting from the decision not to renew the Ridge supplier agreement.
The CBU sales decrease was also the primary reason for the decrease in the Americas. Increased
automated systems products sales in Europe were offset by lower technology component sales and
value added services in that region. Total sales in Asia were flat year over year with increased
automated system products offset by lower technology component sales and value added services.
Bookings Bookings represent new orders received from customers. New order bookings for the nine
months ended March 31, 2010 were $39.1 million compared to $41.7 million for the same period one
year ago. The following tables set forth comparison data for the Companys bookings by segment and
geographic location. It should be noted that historically, the Companys level of new orders has
varied from period to period and the amount of new order bookings during any particular period is
not necessarily indicative of the future operating performance of the Company.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bookings (by segment) |
|
Nine Months |
|
|
Nine Months |
|
|
|
|
(in millions) |
|
Ended 3/31/10 |
|
|
Ended 3/31/09 |
|
|
Increase/(Decrease) |
|
Industrial Business Unit |
|
$ |
29.4 |
|
|
|
75.2 |
% |
|
$ |
28.0 |
|
|
|
67.1 |
% |
|
$ |
1.4 |
|
|
|
5.0 |
% |
Commercial Products
Business Unit |
|
|
9.7 |
|
|
|
24.8 |
% |
|
|
13.7 |
|
|
|
32.9 |
% |
|
|
(4.0 |
) |
|
|
(29.2 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals |
|
$ |
39.1 |
|
|
|
100.0 |
% |
|
$ |
41.7 |
|
|
|
100.0 |
% |
|
$ |
(2.6 |
) |
|
|
(6.2 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bookings (by location) |
|
Nine Months |
|
|
Nine Months |
|
|
|
|
(in millions) |
|
Ended 3/31/10 |
|
|
Ended 3/31/09 |
|
|
Increase/(Decrease) |
|
Americas |
|
$ |
20.9 |
|
|
|
53.4 |
% |
|
$ |
23.5 |
|
|
|
56.4 |
% |
|
$ |
(2.6 |
) |
|
|
(11.1 |
)% |
Europe |
|
|
12.3 |
|
|
|
31.5 |
% |
|
|
16.6 |
|
|
|
39.8 |
% |
|
|
(4.3 |
) |
|
|
(25.9 |
)% |
Asia |
|
|
5.9 |
|
|
|
15.1 |
% |
|
|
1.6 |
|
|
|
3.8 |
% |
|
|
4.3 |
|
|
|
268.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals |
|
$ |
39.1 |
|
|
|
100.0 |
% |
|
$ |
41.7 |
|
|
|
100.0 |
% |
|
$ |
(2.6 |
) |
|
|
(6.2 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18
The increase in IBU bookings of $1.4 million for the nine-month period of fiscal 2010 related
primarily to increased automated system orders mitigated by lower technology component orders.
CBU bookings decreased primarily because the comparable fiscal 2009 period reflected the ramp up
of orders related to two newly released products, namely, the Ridge microEXPLORER Digital
Inspection Camera and the Snap-on BK5500. Also affecting the CBU segment in the nine months ended
March 31, 2010 was the state of the economy in the fiscal 2010 period compared to the fiscal 2009
period. The decrease in CBU bookings was also the primary reason for the decrease in the Americas
which more than offset increased automated systems orders. European bookings decreased primarily
due to lower automated systems products. The increase in Asian bookings was primarily for
automated systems and technology component products.
Gross Profit Gross profit was $13.7 million, or 38.0% of sales, in the nine months ended March
31, 2010, as compared to $19.1 million, or 36.5% of sales, in the comparable period of fiscal 2009.
The Company achieved a gross margin percentage increase of 1.5% even though the nine-month period
comparison showed a 31% reduction in sales. The gross margin percentage increase was primarily the
result of the IBU cost reduction actions taken by the Company in the third quarter of fiscal 2009
and the mix of sales between the IBU and the CBU segments. Also contributing to the lower margin
in the fiscal 2009 period was a large IBU project that had a sizable third party outsourcing
content which resulted in a lower overall margin on the project than was typical for the Company.
The $5.4 million reduction in gross profit was primarily the result of the lower sales in the CBU.
The stronger Euro in the nine-month period of fiscal 2010 compared to 2009 had the effect of
increasing gross profit by approximately $370,000.
Selling, General and Administrative (SG&A) Expenses SG&A expenses were $11.2 million for the
nine months ended March 31, 2010 compared to $13.0 million in the same period one year ago. The
decrease of approximately $1.8 million was primarily due to lower personnel related costs resulting
from the cost reduction actions taken by the Company in the third quarter of fiscal 2009 and lower
bad debt and depreciation expense. The stronger Euro in the fiscal 2010 period compared to fiscal
2009 had the effect of increasing expense by approximately $140,000.
Engineering, Research and Development (R&D) Expenses Engineering and R&D expenses were $5.0
million for the nine months ended March 31, 2010 compared to $6.2 million for the nine-month period
a year ago. The $1.1 million decrease was principally due to lower personnel related costs
resulting from the cost reduction actions taken by the Company in the third quarter of fiscal 2009.
Engineering and R & D expenses for the CBU segment were flat compared to the same nine-month
period a year ago.
Restructuring Charge During the quarter ended March 31, 2009, the Company implemented a
significant cost reduction plan for its IBU segment. The actions did not affect the CBU segment of
the Companys business. Most of the cost reduction actions took place in North America with a
smaller amount in Europe. The actions included reducing personnel, benefits, contract services and
other related expenses. During the quarter ended March 31, 2009, the Company recorded a
restructuring charge of approximately $1.0 million related to severance and other related costs.
Interest Income, net Net interest income was $176,000 in the nine months ended March 31, 2010
compared with net interest income of $577,000 in the nine months ended March 31, 2009. The decrease
was principally due to lower interest rates and to a lesser extent, lower cash and investment
balances in the fiscal 2010 nine-month period compared to the same period in fiscal 2009.
Foreign Currency There was a net foreign currency gain of $158,000 in the current fiscal
nine-month period compared with a net gain of $37,000 a year ago and represents foreign currency
changes, particularly related to the Real, Yen and Euro within the respective periods.
Impairment on Long-Term Investment During the third quarter of fiscal 2009 the Companys
long-term investments were exchanged for preferred stock of the issuers and the Company determined
that these investments had been other-than-temporarily impaired. Based on an independent
valuation, the Company wrote down these investments $727,000 and reclassified $767,000 from other
comprehensive income for a total other-than-temporary charge of $1.5 million. See Note 5 of the
Notes to the Consolidated Financial Statements, Short-Term and Long-Term Investments.
19
Income Taxes The effective tax rate for the first nine months of fiscal 2010 was 38.2% compared
to 19.8% in the first nine months of fiscal 2009. The effective tax rate in both 2010 and 2009
periods primarily reflected the effect of the mix of operating profit and loss among the Companys
various operating entities and their countries respective tax rates. The effective tax rate in
the United States was 33.2% and 60.2% on a pretax loss in the fiscal 2010 period and pretax income
in the fiscal 2009 period, respectively. The large impairment charge recorded in the third quarter
of fiscal 2009 contributed to the difference in the United States effective tax rates. Without the
impairment charges in fiscal 2009, the effective tax rate in the United States would have been
36.7% in the fiscal 2009 period. The foreign subsidiaries combined effective tax rate was 27.9%
and 22.9% on combined pretax income in the fiscal 2010 period and a combined pretax loss in the
2009 period, respectively.
LIQUIDITY AND CAPITAL RESOURCES
The Companys cash and cash equivalents were $9.0 million at March 31, 2010, compared to $22.7
million at June 30, 2009. The largest component of the $13.7 million decrease for the nine months
ended March 31, 2010 was from net purchases of short-term investments totaling $10.6 million. In
addition, there was $2.3 million used for operations, $511,000 used for capital expenditures and a
decrease of $455,000 related to the effect of exchange rate changes. Stock plan proceeds generated
$247,000 of cash during the nine month period.
Of the $2.3 million in cash used for operations, $745,000 was used for net working capital needs
and $1.6 million reflected the net loss of $1.4 million and non-cash adjustments totaling $158,000.
The net working capital use resulted primarily from increased receivables of $1.5 million,
decreased accounts payables of $378,000 and a $62,000 use for other current assets and liabilities,
which were offset by a $1.2 million decrease in inventory. The $1.5 million increase in
receivables primarily related to higher sales during the third quarter of fiscal 2010 compared to
the fourth quarter of fiscal 2009. Inventory decreased primarily as a result of shipments during
the period. The decrease in accounts payable related to normal fluctuations in the timing of
payments. The $62,000 unfavorable change in other current assets and liabilities represented
approximately $1.4 million for lower prepaid expenses and higher accrued liabilities offset by $1.5
million for lower deferred revenue and accrued compensation.
The Company provides a reserve for obsolescence to recognize the effects of engineering changes and
other matters that affect the value of the inventory. A detailed review of the inventory is
performed yearly with quarterly updates for known changes that have occurred since the annual
review. 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 nine months ended March 31,
2010, the Company increased the reserve for obsolescence by $494,000 and disposed of $24,000 of
inventory.
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 Companys previous loss
history, the customers 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. The Company increased its allowance for doubtful accounts by
$34,000 and wrote off $472,000 of receivables during the nine months ended March 31, 2010,
resulting in a net decrease of $438,000.
The Company had no debt outstanding at March 31, 2010. The Company has a $6.0 million secured
Credit Agreement, which expires on November 1, 2011. Proceeds under the Credit Agreement may be
used for working capital and capital expenditures. The security for the loan is substantially all
non-real estate assets of the Company held in the United States. Borrowings are designated as a
Libor-based Advance or as a Prime-based Advance if the Libor-based Advance is not available.
Interest on Libor-based Advances is calculated currently at 2.35% above the Libor Rate offered at
the time for the period chosen, and is payable on the last day of the applicable period. The
Company may not select a Prime-based rate for Advances except during a period of time during which
the Libor-based rate is not available as the applicable interest rate. Interest on Prime-based
Advances is payable on the first business day of each month commencing on the first business day
following the month during which such Advance is made and at maturity and is calculated daily,
using the interest rate established by the Bank as its prime rate for its borrowers. Quarterly,
the Company pays a commitment fee of 0.15% per annum on the daily unused portion of the Credit
Agreement. 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 $41.4 million as of March 31, 2010 and to have no advances outstanding
for 30 consecutive days each calendar year.
20
At March 31, 2010, the Companys German subsidiary (GmbH) had an unsecured credit facility
totaling 300,000 Euros (equivalent to approximately $404,000). 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 March
31, 2010, GmbH had no borrowings outstanding. At March 31, 2010, the facility supported
outstanding letters of credit totaling 62,552 Euros (equivalent to approximately $84,000).
For a discussion of certain contingencies relating to the Companys liquidity, financial position
and results of operations, see Note 12 to the Consolidated Financial Statements, Commitments and
Contingencies, contained in this Quarterly Report on Form 10-Q, Item 3, Legal Proceedings and
Note 6 to the Consolidated Financial Statements, Contingencies, of the Companys Annual Report on
Form 10-K for fiscal year 2009. See also, Item 7, Managements Discussion and Analysis of
Financial Condition and Results of Operations Critical Accounting Policies Litigation and
Other Contingencies of the Companys Annual Report on Form 10-K for fiscal year 2009.
At March 31, 2010, the Company had short-term investments totaling $11.9 million and long-term
investments valued at $2.2 million. See Note 5 and Note 14 to the Consolidated Financial
Statements, Short-Term and Long-Term Investments, and Subsequent Events, respectively, for
further information on the Companys investments and their current valuation. The market for the
long-term investments is currently illiquid. Based on the Companys current business plan, cash,
cash equivalents and short-term investments of $20.9 million at March 31, 2010 and its existing
unused credit facilities, the Company does not currently anticipate that the lack of liquidity on
these long-term investments will affect the Companys ability to operate or fund its currently
anticipated fiscal 2010 cash flow requirements.
The Company expects to spend approximately $1.0 million during fiscal year 2010 for capital
equipment, although there is no binding commitment to do so. Based on the Companys current
business plan, the Company believes that available cash on hand and existing credit facilities will
be sufficient to fund anticipated fiscal year 2010 cash flow requirements, except to the extent
that the Company implements new business development opportunities, which would be financed as
discussed below. The Company does not believe that inflation has significantly impacted historical
operations and does not expect any significant near-term inflationary impact.
The Company will consider evaluating business opportunities that fit its strategic plans. There
can be no assurance that the Company will identify any opportunities that fit its strategic plans
or will be able to enter into agreements with identified business opportunities on terms acceptable
to the Company. The Company anticipates that it would finance any such business opportunities from
available cash on hand, existing credit facilities, issuance of additional shares of its stock or
additional sources of financing, as circumstances warrant.
CRITICAL ACCOUNTING POLICIES
A summary of critical accounting policies is presented in Item 7, Managements Discussion and
Analysis of Financial Condition and Results of Operations Critical Accounting Policies of the
Companys Annual Report on Form 10-K for fiscal year 2009.
New Accounting Pronouncements
For a discussion of new accounting pronouncements, see Note 2 to the Consolidated Financial
Statements, New Accounting Pronouncements.
21
|
|
|
ITEM 4(T). |
|
CONTROLS AND PROCEDURES |
The Company carried out an evaluation, under the supervision and with the participation of the
Companys management, including its Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of the Companys disclosure controls and procedures
pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934 (the 1934 Act). Based upon
that evaluation, the Companys Chief Executive Officer and Chief Financial Officer concluded that,
as of March 31, 2010, the Companys disclosure controls and procedures were effective. Rule
13a-15(e) of the 1934 Act defines disclosure controls and procedures as controls and other
procedures of the Company that are designed to ensure that information required to be disclosed by
the Company in the reports that it files or submits under the 1934 Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and Exchange
Commissions rules and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be disclosed by the Company
in the reports that it files or submits under the 1934 Act is accumulated and communicated to the
Companys management, including its Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding required disclosure.
There have been no changes in the Companys internal controls over financial reporting during the
quarter ended March 31, 2010 identified in connection with the Companys evaluation that has
materially affected, or is reasonably likely to materially affect, the Companys internal controls
over financial reporting.
PART II. OTHER INFORMATION
There have been no material changes made to the risk factors listed in Item 1A Risk Factors of
the Companys Annual Report on Form 10-K for fiscal year 2009.
|
|
|
|
|
|
31.1 |
|
|
Certification by the Chief Executive Officer of the Company pursuant to Rule 13a
14(a) of the Securities Exchange Act of 1934. |
|
|
|
|
|
|
31.2 |
|
|
Certification by the Chief Financial Officer of the Company pursuant to Rule 13a
14(a) of the Securities Exchange Act of 1934. |
|
|
|
|
|
|
32 |
|
|
Certification pursuant to 18 U.S.C. Section 1350 and Rule 13a 14(b) of the
Securities Exchange Act of 1934. |
22
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: May 14, 2010 |
By: |
/s/ Harry T. Rittenour
|
|
|
|
Harry T. Rittenour |
|
|
|
President and Chief Executive Officer |
|
|
|
|
Date: May 14, 2010 |
By: |
/s/ John H. Lowry III
|
|
|
|
John H. Lowry III |
|
|
|
Vice President and Chief Financial Officer
(Principal Financial Officer) |
|
|
|
|
Date: May 14, 2010 |
By: |
/s/ Sylvia M. Smith
|
|
|
|
Sylvia M. Smith |
|
|
|
Controller and Chief Accounting Officer
(Principal Accounting Officer) |
|
23