e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the
quarterly period ended September 30, 2007.
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 is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer o Non-accelerated filer 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 November 7,
2007, was:
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Common Stock, $0.01 par value
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8,404,385 |
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Class
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Number of shares |
PERCEPTRON, INC. AND SUBSIDIARIES
INDEX TO FORM 10-Q
For the Quarter Ended September 30, 2007
2
PERCEPTRON, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
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September 30, |
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June 30, |
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(In Thousands, Except Per Share Amount) |
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2007 |
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2007 |
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(Unaudited) |
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As Restated |
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(Note 13) |
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ASSETS |
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Current Assets |
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Cash and cash equivalents |
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$ |
18,334 |
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$ |
10,878 |
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Short term investments |
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6,300 |
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6,300 |
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Receivables: |
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Billed receivables, net of allowance for doubtful accounts
of $601 and $673, respectively |
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15,853 |
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21,287 |
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Unbilled receivables |
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3,360 |
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2,858 |
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Other receivables |
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649 |
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799 |
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Inventories, net of reserves of $1,021 and $911, respectively |
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8,719 |
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7,625 |
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Deferred taxes |
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1,243 |
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1,243 |
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Other current assets |
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2,753 |
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3,025 |
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Total current assets |
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57,211 |
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54,015 |
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Property and Equipment |
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Building and land |
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6,013 |
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5,984 |
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Machinery and equipment |
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12,311 |
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11,952 |
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Furniture and fixtures |
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1,074 |
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1,133 |
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19,398 |
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19,069 |
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Less Accumulated depreciation and amortization |
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(12,420 |
) |
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(12,012 |
) |
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Net property and equipment |
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6,978 |
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7,057 |
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Deferred Tax Asset |
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4,103 |
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4,384 |
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Total Assets |
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$ |
68,292 |
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$ |
65,456 |
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LIABILITIES AND SHAREHOLDERS EQUITY |
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Current Liabilities |
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Accounts payable |
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$ |
2,898 |
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$ |
3,446 |
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Accrued liabilities and expenses |
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2,910 |
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2,764 |
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Accrued compensation |
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1,343 |
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1,075 |
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Income taxes payable |
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663 |
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|
883 |
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Deferred revenue |
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4,359 |
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3,483 |
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Total current liabilities |
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12,173 |
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11,651 |
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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, $0.01 par value, authorized 19,000 shares, issued
and outstanding 8,358 and 8,142, respectively |
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84 |
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81 |
|
Accumulated other comprehensive income |
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1,545 |
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|
869 |
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Additional paid-in capital |
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37,534 |
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36,346 |
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Retained earnings |
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16,956 |
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16,509 |
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Total shareholders equity |
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56,119 |
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53,805 |
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Total Liabilities and Shareholders Equity |
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$ |
68,292 |
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$ |
65,456 |
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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 INCOME
(UNAUDITED)
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Three Months Ended |
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September 30, |
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(In Thousands, Except Per Share Amounts) |
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2007 |
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2006 |
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Net Sales |
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$ |
17,666 |
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$ |
10,710 |
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Cost of Sales |
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10,565 |
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6,223 |
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Gross Profit |
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7,101 |
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4,487 |
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Operating Expenses |
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Selling, general and administrative |
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4,403 |
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3,887 |
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Engineering, research and development |
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2,195 |
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1,732 |
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Total operating expenses |
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6,598 |
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5,619 |
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Operating Income (Loss) |
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503 |
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(1,132 |
) |
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Other Income and (Expenses) |
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Interest income, net |
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215 |
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|
314 |
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Foreign currency gain (loss) |
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131 |
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(5 |
) |
Other |
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1 |
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5 |
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Total other income |
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347 |
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314 |
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Income (Loss) Before Income Taxes |
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850 |
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(818 |
) |
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Income Tax Expense (Benefit) |
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403 |
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(177 |
) |
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Net Income (Loss) |
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$ |
447 |
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$ |
(641 |
) |
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Earnings (Loss) Per Common Share |
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Basic |
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$ |
0.05 |
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($0.08 |
) |
Diluted |
|
$ |
0.05 |
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($0.08 |
) |
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Weighted Average Common Shares Outstanding |
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Basic |
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8,205 |
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8,343 |
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Dilutive effect of stock options |
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599 |
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Diluted |
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8,804 |
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8,343 |
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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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Three Months Ended |
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September 30, |
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(In Thousands) |
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2007 |
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2006 |
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As Restated |
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(Note 13) |
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Cash Flows from Operating Activities |
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Net income (loss) |
|
$ |
447 |
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|
$ |
(641 |
) |
Adjustments to reconcile net income (loss) to net cash provided from
(used for) operating activities: |
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Depreciation and amortization |
|
|
317 |
|
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|
333 |
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Stock compensation expense |
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|
168 |
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|
275 |
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Deferred income tax benefit |
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|
302 |
|
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|
(286 |
) |
Other |
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(93 |
) |
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|
125 |
|
Changes in assets and liabilities, exclusive of changes shown
separately |
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5,004 |
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|
692 |
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|
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|
Net cash provided from operating activities |
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|
6,145 |
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|
498 |
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|
|
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|
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Cash Flows from Financing Activities |
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|
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Revolving credit borrowings |
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10 |
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|
33 |
|
Revolving credit repayments |
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|
(10 |
) |
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|
(33 |
) |
Proceeds from stock plans |
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|
1,022 |
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|
266 |
|
Repurchase of company stock |
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(932 |
) |
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|
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Net cash provided from (used for) financing activities |
|
|
1,022 |
|
|
|
(666 |
) |
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Cash Flows from Investing Activities |
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Capital expenditures |
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(201 |
) |
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|
(448 |
) |
Purchases of investments |
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Sales of investments |
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25 |
|
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|
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Net cash used for investing activities |
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|
(201 |
) |
|
|
(423 |
) |
|
|
|
|
|
|
|
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|
Effect of Exchange Rate Changes on Cash and Cash Equivalents |
|
|
490 |
|
|
|
55 |
|
|
|
|
|
|
|
|
|
|
|
|
|
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Net Increase (Decrease) in Cash and Cash Equivalents |
|
|
7,456 |
|
|
|
(536 |
) |
Cash and Cash Equivalents, July 1 |
|
|
10,878 |
|
|
|
17,963 |
|
|
|
|
|
|
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|
Cash and Cash Equivalents, September 30 |
|
$ |
18,334 |
|
|
$ |
17,427 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Changes in Assets and Liabilities, Exclusive of Changes Shown Separately |
|
|
|
|
|
|
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|
Receivables, net |
|
$ |
5,637 |
|
|
$ |
2,614 |
|
Inventories |
|
|
(885 |
) |
|
|
(1,463 |
) |
Accounts payable |
|
|
(638 |
) |
|
|
71 |
|
Other current assets and liabilities |
|
|
890 |
|
|
|
(530 |
) |
|
|
|
|
|
|
|
|
|
$ |
5,004 |
|
|
$ |
692 |
|
|
|
|
|
|
|
|
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
2007 Annual Report on Form 10-K/A-1. In the opinion of management, the unaudited information
furnished herein reflects all adjustments necessary, including the Companys reclassification of
investments from cash and cash equivalents to short term investments, see Note 2, 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. Short-term Investments
The Companys 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 held to maturity
are measured at amortized cost in the statement of financial position if it is the Companys intent
and ability to hold those securities to maturity. Any unrealized gains and losses on available for
sale 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.
The Company has short-term investments in investment grade auction rate securities. The auction
rate securities are classified as available for sale and are recorded at market value using the
specific identification method. An auction is held every 28 days to provide holders of these
auction rate securities the opportunity to increase (buy), decrease (sell) or hold their
investment. As a result of negative conditions in the global credit markets, auctions for the $6.3
million of the Companys investments in auction rate securities have failed beginning in August
2007. The failed auctions have resulted in the interest rate on these securities resetting at a
premium interest rate (in the range of 6.7% to 9.1%). In the event the Company needs to access
funds invested in these auction rate securities, the Company would not be able to liquidate those
securities until a future auction of these securities is successful or a buyer is found outside of
the auction process. In October 2007 we identified a temporary
impairment of approximately $370,000 pre-tax related to these auction rate securities that would be
charged to Accumulated Other Comprehensive Income on the Balance Sheet in the second quarter of our
fiscal year 2008 if current market conditions persist. These securities are being analyzed each
reporting period for temporary and other-than-temporary impairment factors.
Based on the Companys current business plan, cash and cash equivalents of $18.3 million at
September 30, 2007 and its existing unused credit facilities, the Company does not currently
anticipate that the lack of liquidity on these short term investments will affect the Companys
ability to operate or fund its currently anticipated fiscal 2008 cash flow requirements.
3. 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
6
is performed yearly with quarterly updates for known changes that have occurred since the annual
review. Inventory, net of reserves of $1,021,000 and $911,000 at September 30, 2007 and June 30,
2007, respectively, is comprised of the following (in thousands):
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September 30, |
|
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June 30, |
|
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|
2007 |
|
|
2007 |
|
Component parts |
|
$ |
3,020 |
|
|
$ |
2,900 |
|
Work in process |
|
|
522 |
|
|
|
355 |
|
Finished goods |
|
|
5,177 |
|
|
|
4,370 |
|
|
|
|
|
|
|
|
Total |
|
$ |
8,719 |
|
|
$ |
7,625 |
|
|
|
|
|
|
|
|
4. 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. Effective with the adoption of Statement of Financial
Accounting Standards No. 123 (revised 2004), Share-Based Payment, (SFAS 123R), 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 390,000 and 258,000 shares of common stock outstanding in the three months
ended September 30, 2007 and 2006, respectively, were not included in the computation of diluted
EPS because the effect would have been anti-dilutive.
5. 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 September 30, 2007, the Company had forward exchange contracts to sell 5.0 million Euros ($6.9
million equivalent) at a weighted average settlement rate of 1.38 Euros to the United States
Dollar. The contracts outstanding at September 30, 2007, mature through March 31, 2008. The
objective of the hedge transactions is to protect designated portions of the Companys net
investment in its foreign subsidiary against adverse changes in the Euro/U.S. Dollar exchange rate.
The Company assesses hedge effectiveness based on overall changes in fair value of the forward
contract. Since the critical risks of the forward contract and the net investment coincide, there
was no ineffectiveness. The accounting for the hedges is consistent with translation adjustments
where any gains and losses are recorded to other comprehensive income. The Company recognized a
loss of approximately $236,000 in other comprehensive income (loss) for the unrealized and realized
change in value of the forward exchange contracts during the quarter ended September 30, 2007.
Offsetting this amount in other comprehensive income (loss) was the translation effect of the
Companys foreign subsidiary. Because the forward contracts were effective, there was no gain or
loss recognized in earnings. The Companys forward exchange contracts do not subject it to
material risk due to exchange rate movements because gains and losses on these contracts offset
losses and gains on the assets, liabilities, and transactions being hedged.
7
At September 30, 2006, the Company had approximately $2.6 million of forward exchange contracts
between the United States Dollar and the Euro with a weighted average settlement price of 1.28
Euros to the United States Dollar. The Company recognized income of $73,000 in other comprehensive
income (loss) for the unrealized change in value of forward exchange contracts during the quarter
ended September 30, 2006.
6. 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 for the applicable periods is as follows (in thousands):
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
2007 |
|
|
2006 |
|
Net Income (Loss) |
|
$ |
447 |
|
|
$ |
(641 |
) |
Other Comprehensive Income (Loss): |
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
|
912 |
|
|
|
150 |
|
Forward contracts |
|
|
(236 |
) |
|
|
73 |
|
|
|
|
|
|
|
|
Total Comprehensive Income (Loss) |
|
$ |
1,123 |
|
|
$ |
(418 |
) |
|
|
|
|
|
|
|
7. Credit Facilities
The Company had no debt outstanding at September 30, 2007.
The Company has a $7.5 million secured Credit Agreement with Comerica Bank, which expires on
November 1, 2008. 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 Prime-based Advance or as a
Eurodollar-based Advance. Interest on Prime-based Advances is payable on the last day of each
month and is calculated daily at a rate that ranges from a 1/2% below to a 1/4% above the banks prime
rate (7.75% as of September 30, 2007) dependent upon the Companys ratio of funded debt to earnings
before interest, taxes, depreciation and amortization (EBITDA). Interest on Eurodollar-based
Advances is calculated at a specific margin above the Eurodollar Rate offered at the time and for
the period chosen (approximately 7.11% as of September 30, 2007) dependent upon the Companys ratio
of funded debt to EBITDA and is payable on the last day of the applicable period. Quarterly, the
Company pays a commitment fee on the daily unused portion of the Credit Agreement based on a
percentage dependent upon the Companys ratio of funded debt to EBITDA. 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
$41.2 million as of September 30, 2007 and to have no advances outstanding for 30 consecutive days
each calendar year. At September 30, 2007, the Company had no borrowings outstanding.
At September 30, 2007, the Companys German subsidiary (GmbH) had an unsecured credit facility
totaling 500,000 Euros (equivalent to approximately $713,600 at September 30, 2007). 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 September 30, 2007, GmbH had no borrowings outstanding.
8
8. Stock-Based Compensation
The Company adopted SFAS 123R, effective July 1, 2005. SFAS 123R requires the recognition of the
fair value of stock-based compensation in the Companys financial statements. Prior to July 1,
2005, the Company applied the requirements of APB Opinion No. 25 (APB 25), Accounting for Stock
Issued to Employees, and related interpretations in accounting for its stock-based plans. Under
APB 25, generally no compensation expense was recognized for the Companys stock-based plans since
the exercise price of granted employee stock options was greater than or equal to the market value
of the underlying common stock on the date of grant.
The Company elected the modified prospective transition method for adopting SFAS 123R. Under this
method, the provisions of SFAS 123R apply to all awards granted or modified after the date of
adoption. The Company continues to use the Black Scholes model for determining stock option
valuations. The provisions of SFAS 123R also apply to awards granted prior to July 1, 2005 that
did not vest before July 1, 2005 (transition awards). The compensation cost for the portion of the
transition awards that had not vested by July 1, 2005 is based on the grant-date fair value of
these transition awards as calculated for pro forma disclosures under the provisions of SFAS 123.
Compensation cost for these transition awards are attributed to periods beginning July 1, 2005 and
use the Black Scholes method used under SFAS 123, except that an estimate of expected forfeitures
is used rather than actual forfeitures.
The Company recognized operating expense for non-cash stock-based compensation costs in the amount
of $168,000 and $275,000 in the three months ended September 30, 2007 and 2006, respectively. This
had the effect of decreasing net income by $137,000, or $0.02 per diluted share, and $219,000, or
$0.03 per diluted share, for the three months ended September 30, 2007 and 2006 respectively. As
of September 30, 2007, the total remaining unrecognized compensation cost related to non-vested
stock options amounted to $1.3 million. The Company expects to recognize this cost over a weighted
average vesting period of 2.76 years.
The Company maintains a 1992 Stock Option Plan (1992 Plan) and a 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 Stock Option Plans as to future grants. Options previously granted under the 1992
and Directors Stock Option Plans will continue to be maintained until all options are executed,
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
Management Development 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 Committee, unless specified in the 2004 Stock Incentive
Plan. As of September 30, 2007, 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. Options outstanding under the Directors Stock Option Plan are either an
initial option or an annual option. Prior to December 7, 2004, annual options of 3,000 shares were
granted as of the date of the respective annual meeting to each non-employee director serving at
least six months prior to the annual meeting and become exercisable in three annual increments of
33 1/3% after the date of grant. Options under the Directors Stock Option Plan 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.
9
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 Ended |
|
Three Months Ended |
|
|
September 30, 2007 |
|
September 30, 2006 |
Weighted average estimated fair
value per share of options
granted during the period |
|
$ |
4.03 |
|
|
$ |
3.03 |
|
Assumptions: |
|
|
|
|
|
|
|
|
Amortized dividend yield |
|
|
|
|
|
|
|
|
Common stock price volatility |
|
|
30.77 |
% |
|
|
32.78 |
% |
Risk free rate of return |
|
|
4.88 |
% |
|
|
5.13 |
% |
Expected option term (in years) |
|
|
5 |
|
|
|
5 |
|
The Company received $974,000 in cash from option exercises under all share-based payment
arrangements for the three months ended September 30, 2007.
9. Income Taxes
On July 1, 2007, the Company adopted the provisions of Financial Accounting Standards Board
(FASB) Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes an
interpretation of FASB Statement No. 109. Previously, the Company had accounted for tax
contingencies in accordance with Statement of Financial Accounting Standards 5, Accounting for
Contingencies. FIN 48 prescribes a recognition threshold and a measurement attribute for the
financial statement reporting of tax positions taken in tax returns. For financial reporting
purposes, the Company can recognize only tax benefits from an uncertain tax position if it is more
likely than not that the tax position will be sustained on examination by the taxing authorities.
FIN 48 also provides guidance on derecognition of income tax assets and liabilities, classification
of current and deferred income tax assets and liabilities, accounting for interest and penalties
associated with tax positions and income tax disclosures.
Adopting FIN 48 did not result in any material adjustment in the liability for unrecognized income
tax benefits. On July 1, 2007, the Company had $1.6 million of unrecognized tax benefits, of which
$844,000 would affect the effective tax rate if recognized. The Company expects no significant
increases or decreases in unrecognized tax benefits due to changes in tax positions within the next
twelve months. The Companys policy is to classify interest and penalties related to unrecognized
tax benefits as interest expense and income tax expense, respectively. As of July 1, 2007 there
was no accrued interest or penalties related to uncertain tax positions recorded on the Companys
financial statements. For U.S. Federal income tax purposes, the tax years 1999 2006 remain open
to examination as a result of the Companys net operating loss carryforward. For German income tax
purposes, the tax years 2004 2006 remain open to examination.
In July 2007, the State of Michigan signed into law the Michigan Business Tax Act, replacing the
Michigan single business tax with a business income tax and modified gross receipts tax. These new
taxes take effect on January 1, 2008, and, because they are based on or derived from income-based
measures, the provisions of SFAS No. 109, Accounting for Income Taxes, apply as of the enactment
date. In September 2007, an amendment to the Michigan Business Tax Act was also signed into law
establishing a deduction to the business income tax base if temporary differences associated with
certain assets result in a net deferred tax liability as of December 31, 2007. The Company has a
small net deferred tax asset. Therefore, this deduction does not apply.
10
10. 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 $6.7 million using a September 30, 2007 exchange rate.
GDS and Carbotech have filed for bankruptcy protection in Canada. The Company intends to
vigorously defend GDS claims.
The Company has been informed that certain of its customers have received allegations of possible
patent infringement involving processes and methods used in the Companys products. Certain of
these customers, including one customer who was a party to a patent infringement suit relating to
this matter, have settled such claims. Management believes that the processes used in the
Companys products were independently developed without utilizing any previously patented process
or technology. Because of the uncertainty surrounding the nature of any possible infringement and
the validity of any such claim or any possible customer claim for indemnity relating to claims
against the Companys customers, it is not possible to estimate the ultimate effect, if any, of
this matter on the Companys financial statements.
The Company may, from time to time, be subject to other claims and suits in the ordinary course of
its business.
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.
11. New Accounting Pronouncements
In February 2007, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 159,
The Fair Value Option for Financial Assets and Financial Liabilities. This Statement permits
entities to choose to measure many financial instruments and certain other items at fair value.
This statement is effective for fiscal years beginning after November 15, 2007. The impact of
adopting this statement on the Companys financial statements has not yet been evaluated.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. This statement defines
fair value, establishes a framework for measuring fair value in generally accepted accounting
principles (GAAP), and expands disclosures about fair value measurements. This statement does not
require any new fair value measurements, but does provide guidance on how to measure fair value by
providing a fair value hierarchy used to classify the source of the information. This statement is
effective for fiscal years beginning after November 15, 2007. The impact of adopting this
statement on the Companys financial statements has not yet been evaluated.
11
12. Segment and Geographic Information
Effective April 1, 2007, the Company organized its business into two operating segments, Automated
Systems and Technology Products. The Companys reportable segments are strategic business units
that have separate management teams focused on different marketing strategies. The Automated
Systems segment primarily sells its products to automotive companies either directly or through
manufacturing line builders, system integrators or original equipment manufacturers (OEMs). The
Companys Automated Systems products are primarily custom-designed systems typically purchased for
installation in connection with new model retooling programs. The Automated Systems segment
includes value added services that are primarily related to Automated Systems products. The
Technology Products segment sells its product to a variety of markets through OEMs, system
integrators, value-added resellers and distributors. The Companys Technology Products target the
digitizing, reverse engineering and inspection markets and include products that are sold as whole
components ready for use.
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
Reportable Segments ($000) |
|
Automated Systems |
|
Technology Products |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September
30, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
8,114 |
|
|
$ |
9,552 |
|
|
$ |
17,666 |
|
Operating income (loss) |
|
|
(1,182 |
) |
|
|
1,685 |
|
|
|
503 |
|
Assets |
|
|
52,973 |
|
|
|
15,294 |
|
|
|
68,267 |
|
Depreciation and amortization |
|
|
9,945 |
|
|
|
2,475 |
|
|
|
12,420 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September
30, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
7,821 |
|
|
$ |
2,889 |
|
|
$ |
10,710 |
|
Operating income (loss) |
|
|
(565 |
) |
|
|
(567 |
) |
|
|
(1,132 |
) |
Assets |
|
|
47,171 |
|
|
|
14,304 |
|
|
|
61,475 |
|
Depreciation and amortization |
|
|
9,150 |
|
|
|
2,438 |
|
|
|
11,588 |
|
13. Restatement of Previously Issued Consolidated Financial Statements
Subsequent to filing the Companys Form 10-K for the fiscal year ended June 30, 2007, the Company
determined that its previously issued Consolidated Balance Sheets had short-term investments
incorrectly identified and reported with cash and cash equivalents. As a result, the Consolidated
Statements of Cash Flow did not reflect the purchases and sales activity of the short-term
investments. The restatement did not have any effect on the Income
Statement in any year. The effects of the restatement on the Consolidated Balance Sheet at June 30, 2007,
and the Consolidated Statement of Cash Flow for the three months ended September 30, 2006 are
reflected in the following tables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2007 |
|
|
As Reported |
|
Adjustment |
|
As Restated |
Cash and cash equivalents |
|
$ |
17,178 |
|
|
$ |
(6,300 |
) |
|
$ |
10,878 |
|
Short-term investments |
|
|
|
|
|
|
6,300 |
|
|
|
6,300 |
|
12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
|
|
September 30, 2006 |
|
|
|
As Reported |
|
|
Adjustment |
|
|
As Restated |
|
Cash Flows from Operating Activities |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided from operating activities |
|
$ |
498 |
|
|
$ |
|
|
|
$ |
498 |
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used for financing activities |
|
|
(666 |
) |
|
|
|
|
|
|
(666 |
) |
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of investments |
|
|
|
|
|
|
|
|
|
|
|
|
Sales of investments |
|
|
|
|
|
|
25 |
|
|
|
25 |
|
|
|
|
|
|
|
|
|
|
|
Net cash used for investing activities |
|
|
(448 |
) |
|
|
25 |
|
|
|
(423 |
) |
Effect of Exchange Rate changes on Cash and Cash Equivalents |
|
|
55 |
|
|
|
|
|
|
|
55 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Increase (Decrease) in Cash and Cash Equivalents |
|
|
(561 |
) |
|
|
25 |
|
|
|
(536 |
) |
Cash and Cash Equivalents, July 1 |
|
|
25,188 |
|
|
|
(7,225 |
) |
|
|
17,963 |
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents, September 30 |
|
$ |
24,627 |
|
|
$ |
(7,200 |
) |
|
$ |
17,427 |
|
|
|
|
|
|
|
|
|
|
|
13
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 2 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 fiscal 2008 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 and from our plans to make important new investments, largely for personnel, for newly
introduced products and geographic growth opportunities in the U.S., Europe, Eastern Europe, Asia,
the timing of the introduction of new products, our ability to fund our fiscal year 2008 cash flow
requirements and customers current and future interest in our Value Added Services. 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 of the Companys Annual Report on Form 10-K/A-1 for fiscal year 2007. 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 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 products
have shorter lead times than other components and are required later in the process, orders for the
Companys products tend to be given later in the integration process. 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.
14
OVERVIEW
Perceptron, Inc. (Perceptron or the Company) develops, produces and markets non-contact
metrology solutions for manufacturing process control as well as sensor and software technologies
for non-contact measurement and inspection applications. Perceptrons product offerings are
designed to improve quality, increase productivity and decrease costs in manufacturing and product
development. Perceptron also produces innovative technology solutions for scanning and inspection,
serving industrial, trade and consumer applications. The solutions offered by the Company are
divided into two segments: 1) The Automated Systems segment made up of AutoGaugeâ,
AutoFitâ, AutoScanâ, and AutoGuideâ products and Value Added Services for
consulting, training and non-warranty support services; and 2) The Technology Products segment made
up of ScanWorksâ, Non-Contact Wheel Alignment (WheelWorksâ), TriCamâ sensors
for the forest products industry and commercial products. The Company services multiple markets,
with the largest being the automotive industry. The Companys primary operations are in the
Americas, Europe and Asia.
In the fiscal quarter ended March 31, 2007 the Company launched its first commercial product, the
SeeSnakeâ micro, designed to be used by professional tradespersons as well as individual
homeowners. The SeeSnakeâ micro is an optical technology tool that allows its user to see in
unreachable places, via a liquid crystal display screen on a hand held unit. It is used to detect
and diagnose problems a tradesperson or homeowner may have beneath, behind, or in-between places
that cannot otherwise be seen such as around machinery, inside pipes, behind walls, inside
ductwork, etc. Attachments also allow the user to retrieve loose objects via a hook or magnet. The
product is sold to Ridge Tool pursuant to a long-term supply agreement, which requires Ridge Tool
to purchase certain minimum levels of product to maintain exclusivity. The Company expects to
introduce additional electronic inspection products in fiscal 2008 and future years.
New vehicle tooling programs represent the most important selling opportunity for the Companys
automotive related sales. 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.
The Company is continuing its efforts to expand its opportunities outside the automotive industry,
through both the new commercial product development efforts in its Technology Products segment and
with non-automotive prospects for its Automated Systems. The Company expects sales from its
Technology Products segment, in large part due to anticipated growth in commercial products, to
become a greater percentage of overall revenue in fiscal 2008.
The Companys financial base remained strong, and strengthened during the quarter, with no debt and
approximately $24.6 million of cash and short-term investments at September 30, 2007 available to
support its growth plans. Near-term the Company will focus on the successful production and
release of its recently announced new line of electronic inspection products and its previously
announced growth strategy in new geographic markets, principally in Asia.
As
detailed in Note 13 to the Consolidated Financial Statements,
Restatement of Previously Issued Consolidated Financial
Statements, subsequent to filing the Companys Form 10-K for
the fiscal year ended June 30, 2007, then Company determined that its
previously issued Consolidated Balance Sheets had short-term
investments incorrectly identified and reported with cash and cash
equivalents. As a result, we restated our financial statements for
the fiscal years 2007, 2006 and 2005.
RESULTS OF OPERATIONS
Overview For the first quarter of fiscal 2008, the Company reported net income of $447,000, or
$0.05 per diluted share, compared to net loss of $641,000 or $0.08 per diluted share, for the first
quarter of fiscal 2007. Specific line item results are described below.
15
Sales Net sales were $17.7 million for the first quarter of fiscal 2008 compared to net sales of
$10.7 million for the same period one year ago. The following tables set forth comparison data for
the Companys net sales by segment and geographic location.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First |
|
|
First |
|
|
|
|
Sales (by segment) |
|
Quarter |
|
|
Quarter |
|
|
|
|
(in millions) |
|
2008 |
|
|
2007 |
|
|
Increase/(Decrease) |
|
Automated Systems |
|
$ |
8.1 |
|
|
|
45.8 |
% |
|
$ |
7.8 |
|
|
|
72.9 |
% |
|
$ |
0.3 |
|
|
|
3.8 |
% |
Technology Products |
|
|
9.6 |
|
|
|
54.2 |
% |
|
|
2.9 |
|
|
|
27.1 |
% |
|
|
6.7 |
|
|
|
231.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals |
|
$ |
17.7 |
|
|
|
100.0 |
% |
|
$ |
10.7 |
|
|
|
100.0 |
% |
|
$ |
7.0 |
|
|
|
65.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First |
|
|
First |
|
|
|
|
Sales (by location) |
|
Quarter |
|
|
Quarter |
|
|
|
|
(in millions) |
|
2008 |
|
|
2007 |
|
|
Increase/(Decrease) |
|
Americas |
|
$ |
13.0 |
|
|
|
73.4 |
% |
|
$ |
4.5 |
|
|
|
42.1 |
% |
|
$ |
8.5 |
|
|
|
188.9 |
% |
Europe |
|
|
4.0 |
|
|
|
22.6 |
% |
|
|
5.6 |
|
|
|
52.3 |
% |
|
|
(1.6 |
) |
|
|
(28.6 |
)% |
Asia |
|
|
0.7 |
|
|
|
4.0 |
% |
|
|
0.6 |
|
|
|
5.6 |
% |
|
|
0.1 |
|
|
|
16.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals |
|
$ |
17.7 |
|
|
|
100.0 |
% |
|
$ |
10.7 |
|
|
|
100.0 |
% |
|
$ |
7.0 |
|
|
|
65.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales of the Companys Technology Products increased $6.7 million primarily due to the new
commercial product that was not available in the first quarter of fiscal 2007. This was also the
primary cause of the increase in sales in the Americas in fiscal 2008 compared to fiscal 2007. The
Company also experienced growth in our North American Automated Systems business that was partially
offset by lower Automated Systems sales in Europe. The sales decrease in Europe was mitigated by a
favorable strengthening of the Euro during the first quarter of fiscal 2008 that based on
conversion rates in effect during the quarter, resulted in approximately $286,000 of higher sales
than rates in effect in the corresponding quarter of fiscal 2007 would have yielded.
Bookings Bookings represent new orders received from customers. The Company had new order
bookings during the quarter of $17.5 million compared with new order bookings of $19.7 million in
the fourth quarter of fiscal 2007 and $9.6 million for the quarter ended September 30, 2006. The
amount of new order bookings during any particular period is not necessarily indicative of the
future operating performance of the Company. The following tables set forth comparison data for
the Companys bookings by segments and geographic location.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First |
|
|
First |
|
|
|
|
Bookings (by segment) |
|
Quarter |
|
|
Quarter |
|
|
|
|
(in millions) |
|
2008 |
|
|
2007 |
|
|
Increase/(Decrease) |
|
Automated Systems |
|
$ |
11.8 |
|
|
|
67.4 |
% |
|
$ |
6.6 |
|
|
|
68.8 |
% |
|
$ |
5.2 |
|
|
|
78.8 |
% |
Technology Products |
|
|
5.7 |
|
|
|
32.6 |
% |
|
|
3.0 |
|
|
|
31.2 |
% |
|
|
2.7 |
|
|
|
90.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals |
|
$ |
17.5 |
|
|
|
100.0 |
% |
|
$ |
9.6 |
|
|
|
100.0 |
% |
|
$ |
7.9 |
|
|
|
82.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First |
|
|
First |
|
|
|
|
Bookings (by location) |
|
Quarter |
|
|
Quarter |
|
|
|
|
(in millions) |
|
2008 |
|
|
2007 |
|
|
Increase/(Decrease) |
|
Americas |
|
$ |
9.8 |
|
|
|
56.0 |
% |
|
$ |
6.3 |
|
|
|
65.6 |
% |
|
$ |
3.5 |
|
|
|
55.6 |
% |
Europe |
|
|
6.4 |
|
|
|
36.6 |
% |
|
|
2.8 |
|
|
|
29.2 |
% |
|
|
3.6 |
|
|
|
128.6 |
% |
Asia |
|
|
1.3 |
|
|
|
7.4 |
% |
|
|
0.5 |
|
|
|
5.2 |
% |
|
|
0.8 |
|
|
|
160.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals |
|
$ |
17.5 |
|
|
|
100.0 |
% |
|
$ |
9.6 |
|
|
|
100.0 |
% |
|
$ |
7.9 |
|
|
|
82.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16
The Companys level of new orders, particularly as they relate to the Automated Systems segment,
fluctuates from quarter to quarter. Automated Systems bookings
increased $5.2 million in the first quarter
of fiscal 2008 over the same quarter in fiscal 2007. The orders received during the first quarter
of fiscal 2007 were unusually low in both the Americas and Europe as a result of the timing of
orders on customer programs. Technology Products bookings during the first
quarter of fiscal 2008 increased $2.7 million over the previous year primarily as a result of
orders received for the Companys new commercial product that was not available in the first
quarter of fiscal 2007. This was also the primary cause of the increase in bookings in the
Americas in fiscal 2008 compared to fiscal 2007.
Backlog Backlog represents orders or bookings received by the Company that have not yet been
filled. The Companys backlog was $22.8 million as of September 30, 2007 compared with $23.0
million as of June 30, 2007 and $17.7 million as of September 30, 2006. The following tables set
forth comparison data for the Companys backlog by segments and geographic location.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First |
|
|
First |
|
|
|
|
Backlog (by segment) |
|
Quarter |
|
|
Quarter |
|
|
|
|
(in millions) |
|
2008 |
|
|
2007 |
|
|
Increase/(Decrease) |
|
Automated Systems |
|
$ |
16.8 |
|
|
|
73.7 |
% |
|
$ |
15.9 |
|
|
|
89.8 |
% |
|
$ |
0.9 |
|
|
|
5.7 |
% |
Technology Products |
|
|
6.0 |
|
|
|
26.3 |
% |
|
|
1.8 |
|
|
|
10.2 |
% |
|
|
4.2 |
|
|
|
233.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals |
|
$ |
22.8 |
|
|
|
100.0 |
% |
|
$ |
17.7 |
|
|
|
100.0 |
% |
|
$ |
5.1 |
|
|
|
28.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First |
|
|
First |
|
|
|
|
Backlog (by location) |
|
Quarter |
|
|
Quarter |
|
|
|
|
(in millions) |
|
2008 |
|
|
2007 |
|
|
Increase/(Decrease) |
|
Americas |
|
$ |
13.2 |
|
|
|
57.9 |
% |
|
$ |
9.9 |
|
|
|
55.9 |
% |
|
$ |
3.3 |
|
|
|
33.3 |
% |
Europe |
|
|
8.7 |
|
|
|
38.2 |
% |
|
|
7.5 |
|
|
|
42.4 |
% |
|
|
1.2 |
|
|
|
16.0 |
% |
Asia |
|
|
0.9 |
|
|
|
3.9 |
% |
|
|
0.3 |
|
|
|
1.7 |
% |
|
|
0.6 |
|
|
|
200.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals |
|
$ |
22.8 |
|
|
|
100.0 |
% |
|
$ |
17.7 |
|
|
|
100.0 |
% |
|
$ |
5.1 |
|
|
|
28.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company expects to be able to fill substantially all of the orders in backlog at September 30,
2007 during the following twelve months. The level of backlog during any particular period is not
necessarily indicative of the future operating performance of the Company.
Gross Profit Gross profit was $7.1 million, or 40.2% of sales, in the first quarter of fiscal
year 2008, as compared to $4.5 million, or 41.9% of sales, in the first quarter of fiscal year
2007. The gross profit margin reduction was primarily due to higher Technology Products sales
which have lower margins than Automated Systems sales and the impact of fixed labor related costs
on lower European automotive sales compared to the first quarter of fiscal 2007. The reduction was
mitigated by the benefit from the strengthening Euro exchange rate this quarter compared with the
first quarter of fiscal 2007.
Selling, General and Administrative (SG&A) Expenses SG&A expenses were $4.4 million in the
quarter ended September 30, 2007 compared to $3.9 million in the first quarter a year ago. The
$516,000 increase in SG&A expenses in fiscal 2008 were primarily due to increases for personnel
additions, recruiting and relocation, and travel of approximately $211,000 to support growth
opportunities in Asia and $174,000 for personnel and marketing
expenses related to the new commercial
products initiatives. The balance of the increase totaling $131,000 was primarily due to a charge
related to the departure of a company executive, the unfavorable effect of the strengthening Euro
on expenses and higher medical benefit costs in the U.S. which were mitigated by lower legal and
bad debt expenses.
Engineering, Research and Development (R&D) Expenses Engineering and R&D expenses were $2.2
million in the quarter ended September 30, 2007 compared to $1.7 million in the first quarter a
year ago.
17
The increase was due to higher labor and benefit expenses of approximately $220,000 and engineering
materials and contract services of approximately $235,000 primarily to support new development in
the Technology Products segment for commercial products.
Interest Income, net Net interest income was $215,000 in the first quarter of fiscal 2008
compared with net interest income of $314,000 in the first quarter of fiscal 2007. The decrease
was primarily due to lower average cash and investment balances in the first quarter of fiscal 2008
compared to the first quarter of fiscal 2007.
Foreign Currency There was net foreign currency income of $131,000 in the first quarter of
fiscal 2008 compared with a net foreign currency loss of $5,000 in the first quarter of fiscal 2007
as a result of foreign currency changes, particularly in the Yen, within the respective quarters.
Income Taxes The effective tax rates for the first quarter of fiscal 2008 and 2007 of 47.4% and
21.6% respectively, primarily reflected the effect of the mix of operating profit and loss among
the Companys various operating entities and their countries respective tax rates. On a comparison basis, the first quarter of fiscal
2008 had increased income in the United States and a loss in Europe compared to the fiscal 2007
quarter which had a loss in the United States and income in Europe.
Outlook The Company expects both revenue and earnings growth for the second quarter of fiscal
2008 compared to the second quarter of fiscal 2007. Additionally, the Company expects both new
orders and sales will show significant growth in fiscal 2008 compared to fiscal 2007 based on
anticipated sales opportunities within the Technology Products segment for the new commercial
product offering and the number and value of projects currently being considered by customers of
our Automated Systems products. The Company anticipates operating income as a percentage of sales
will increase during fiscal 2008 because the incremental sales growth in Technology Products is
expected to be accompanied by relatively small increases in SG&A costs.
LIQUIDITY AND CAPITAL RESOURCES
The Companys cash and cash equivalents were $18.3 million at September 30, 2007, compared to $10.9
million at June 30, 2007. The cash increase of $7.4 million for the quarter ended September 30,
2007 resulted primarily from $6.1 million of cash generated from operations and $1.0 million
received from the Companys stock plans, which were offset by $201,000 used for capital
expenditures.
The $6.1 million in cash provided from operations was primarily generated from changes in net
working capital of $5.0 million. Net working capital is defined as changes in assets and
liabilities, exclusive of changes shown separately on the Consolidated Statements of Cash Flow.
The net working capital change resulted primarily from reductions of receivables of $5.6 million
and a favorable change of $890,000 in other current assets and liabilities that were offset by an
increase in inventory of $885,000 and a reduction in accounts payable of $638,000. The $5.6
million reduction in receivables primarily related to cash collections during the quarter exceeding
new sales in the quarter. Inventory increased $885,000 due to purchases of long lead time items
required to fill anticipated orders.
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. 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 first quarter of fiscal
2008, the Company increased the reserve for obsolescence by $122,000 and disposed of $12,000 of
inventory that had previously been reserved for at June 30, 2007.
18
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 decreased its allowance for doubtful accounts by
$67,000 and wrote off $5,000 of receivables during the first quarter of fiscal 2008.
The Company had no debt outstanding at September 30, 2007. The Company has a $7.5 million secured
Credit Agreement with Comerica Bank, which expires on November 1, 2008. 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 Prime-based Advance or as a Eurodollar-based Advance. Interest on Prime-based
Advances is payable on the last day of each month and is calculated daily at a rate that ranges
from a 1/2% below to a 1/4% above the banks prime rate (7.75% as of September 30, 2007) dependent upon
the Companys ratio of funded debt to earnings before interest, taxes, depreciation and
amortization (EBITDA). Interest on Eurodollar-based Advances is calculated at a specific margin
above the Eurodollar Rate offered at the time and for the period chosen (approximately 7.11% as of
September 30, 2007) dependent upon the Companys ratio of funded debt to EBITDA and is payable on
the last day of the applicable period. Quarterly, the Company pays a commitment fee on the daily
unused portion of the Credit Agreement based on a percentage dependent upon the Companys ratio of
funded debt to EBITDA. 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 $41.2 million as of September 30, 2007 and to have no
advances outstanding for 30 consecutive days each calendar year. At September 30, 2007, the
Company had no borrowings outstanding.
At September 30, 2007, the Companys German subsidiary (GmbH) had an unsecured credit facility
totaling 500,000 Euros (equivalent to approximately $713,600 at September 30, 2007). 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 September 30, 2007, GmbH had no borrowings outstanding.
See Note 10 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/A-1 for fiscal
year 2007, for a discussion of certain contingencies relating to the Companys liquidity, financial
position and results of operations. 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/A-1 for fiscal year 2007.
The Company expects to spend approximately $1.5 million during fiscal year 2008 for capital
expenditures, although there is no binding commitment to do so.
The Company has short-term investments in investment grade auction rate securities. The auction
rate securities are classified as available for sale and are recorded at market value using the
specific identification method. An auction is held every 28 days to provide holders of the
investment the opportunity to increase (buy), decrease (sell) or hold their investment. As a
result of negative conditions in the global credit markets, auctions for the $6.3 million of
investments the Company held as of September 30, 2007 in auction rate securities have failed
beginning in August 2007. The failed auctions
19
resulted in the interest rate on these investments resetting at a premium interest rate (in the
range of 6.7% to 9.1%). In the event the Company needs to access the funds invested in these
auction rate securities, the Company would not able to liquidate these securities until a future
auction of these securities is successful or a buyer is found outside of the auction process. Under
applicable accounting rules, the Company will evaluate the securities each reporting period for
temporary and other than temporary impairments, and to determine whether the securities remain
properly classified as short-term. If there are any unrealized losses on these securities, they
would be reported as other comprehensive income as a separate component of shareholders equity
until the security is sold and the loss realized or until a decline in fair value is determined to
be other than temporary, at which time the losses would be reflected in the Companys Consolidated
Statement of Income. In October 2007 we identified a temporary
impairment of approximately $370,000 pre-tax related to these auction rate securities that would be
charged to Accumulated Other Comprehensive Income on the Balance Sheet in the second quarter of our
fiscal year 2008 if current market conditions persist. See Note 2 to the Consolidated Financial
Statements, Short-term Investments for further information on the Companys short-term
investments.
Based on the Companys current business plan, cash and cash equivalents of $18.3 million at
September 30, 2007 and its existing unused credit facilities, the Company does not currently
anticipate that the lack of liquidity on these short-term investments will affect the Companys
ability to operate or fund its currently anticipated fiscal 2008 cash flow requirements.
Also based upon the Companys current business plan, the Company believes that available cash on
hand and existing credit facilities will be sufficient to fund its cash flow requirements for at
least the next few years, 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 intends to 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/A-1 for fiscal year 2007.
MARKET RISK INFORMATION
The Companys primary market risk is related to foreign exchange rates. The foreign exchange risk
is derived from the operations of its international subsidiaries, which are primarily located in
Germany and for which products are produced in the United States. The Company may from time to
time have interest rate risk in connection with its investment of its cash.
Foreign Currency Risk
The Company has foreign currency exchange risk in its international operations arising from the
time period between sales commitment and delivery for contracts in non-United States currencies.
For sales commitments entered into in the non-United States currencies, the currency rate risk
exposure is
20
predominantly less than one year with the majority in the 120 to 150 day range. At September 30,
2007, the Companys percentage of sales commitments in non-United States currencies was
approximately 39.0% or $8.9 million, compared to 48.8% or $8.6 million at September 30, 2006.
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 September 30, 2007, the Company had forward exchange contracts to sell 5.0 million Euros ($6.9
million equivalent) at a weighted average settlement rate of 1.38 Euros to the United States
Dollar. The contracts outstanding at September 30, 2007, mature through March 31, 2008. The
objective of the hedge transactions is to protect designated portions of the Companys net
investment in its foreign subsidiary against adverse changes in the Euro/U.S. Dollar exchange rate.
The Company assesses hedge effectiveness based on overall changes in fair value of the forward
contract. Since the critical risks of the forward contract and the net investment coincide, there
was no ineffectiveness. The accounting for the hedges is consistent with translation adjustments
where any gains and losses are recorded to other comprehensive income. The Company recognized a
loss of approximately $236,000 in other comprehensive income (loss) for the unrealized and realized
change in value of the forward exchange contracts during the quarter ended September 30, 2007.
Offsetting this amount in other comprehensive income (loss) was the translation effect of the
Companys foreign subsidiary. Because the forward contracts were effective, there was no gain or
loss recognized in earnings. The Companys forward exchange contracts do not subject it to
material risk due to exchange rate movements because gains and losses on these contracts offset
losses and gains on the assets, liabilities, and transactions being hedged.
At September 30, 2006, the Company had approximately $2.6 million of forward exchange contracts
between the United States Dollar and the Euro with a weighted average settlement price of 1.28
Euros to the United States Dollar. The Company recognized income of $73,000 in other comprehensive
income (loss) for the unrealized change in value of forward exchange contracts during the quarter
ended September 30, 2006.
The Companys potential loss in earnings that would have resulted from a hypothetical 10% adverse
change in quoted foreign currency exchange rates related to the translation of foreign denominated
revenues and expenses into U.S. dollars for the three months ended September 30, 2007 and 2006
would have been approximately $40,000 and $18,000, respectively.
Interest Rate Risk
The Company invests its cash and cash equivalents in high quality, short-term investments with
primarily a term of three months or less. The Companys short-term investments at September 30,
2007 consist of investment grade auction rate securities for which an auction is held every 28 days
to provide holders of these auction rate securities the opportunity to increase (buy), decrease
(sell) or hold their investment and to reset the yield on the investments. Given the short
maturities, 28 day auction cycles, and investment grade quality of the Companys investment
holdings at September 30 2007, a 100 basis point rise in interest rates would not be expected to
have a material adverse impact on the fair value of the Companys cash and cash equivalents and
short-term investments. As a result, the Company does not currently hedge these interest rate
exposures.
The Companys short-term investments are also subject to risk due to a decline in value of the
investment. As a result of negative conditions in the global credit markets, auctions for the $6.3
million of investments the Company held as of September 30, 2007 in auction rate securities have
failed beginning
21
in August 2007. In the event the Company needs to access the funds invested in these auction rate
securities, the Company would not be able to liquidate these securities until a future auction of
these securities is successful or a buyer is found outside of the auction process. The Company
could experience losses on any such sales outside of the auction process. In addition, in the
event that the auctions for these securities continue to fail, the Company is likely to have to
record an impairment charge relating to a decline in the value of these securities. See Note 2 to
the Consolidated Financial Statements,Short-term Investments.
New Accounting Pronouncements
For a discussion of new accounting pronouncements, see Note 11 to the Consolidated Financial
Statements, New Accounting Pronouncements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information required pursuant to this item is incorporated by reference herein from Item 2
Managements Discussion and Analysis of Financial Condition and Results of Operations Market
Risk Information.
ITEM 4. 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 of the Securities Exchange Act of 1934. Based upon that evaluation, the
Companys Chief Executive Officer and Chief Financial Officer concluded that, as of September 30,
2007, solely as a result of the material weakness in our internal control over financial reporting
discussed below, the Companys disclosure controls and procedures were not effective in causing the
material information required to be disclosed by the Company in the reports that it files or
submits under the Securities Exchange Act of 1934 to be recorded, processed, summarized and
reported, to the extent applicable, within the time periods required for the Company to meet the
Securities and Exchange Commissions (SEC) filing deadlines for these reports specified in the
SECs rules and forms.
During the quarter ended June 30, 2007, in connection with the audit of the Companys consolidated
financial statements as of June 30, 2007, the Company and its outside auditor, Grant Thornton LLP,
identified a material weakness in the Companys internal control over financial reporting related
to the calculation and review of income taxes. This deficiency resulted from an ineffective review
process. As a result of this deficiency, there were errors in the accounting for the provision for
income taxes, deferred income taxes, and current income taxes payable, primarily related to the
Companys foreign operations, which were detected and remedied in connection with the preparation
of the Companys consolidated financial statements as of June 30, 2007. The Company believes it
has remediated the material weakness during the first quarter of fiscal year 2008 by implementing
additional monitoring and oversight controls, principally engaging external tax advisors to assist
in the review of the Companys income tax calculations to ensure compliance with generally accepted
accounting principles.
During the first quarter of fiscal year 2008, the Company identified a material weakness in the
Companys internal control over financial reporting related to the identification and reporting of
certain short-term investments as cash and cash equivalents. This deficiency resulted from the
misclassification of these investments as cash equivalents and an error in applying generally
accepted accounting principals in the classification of certain of the Companys investments. The
investments were primarily in investment grade auction rate securities. An auction is held every
28 days to provide holders of the investment the opportunity to increase (buy), decrease (sell) or
hold their investment. In the past the
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Company identified and reported its auction rate securities as cash equivalents. Further review by
the Company of these investments together with applicable accounting and SEC literature has
determined that the Company made an error in classifying these short-term investments as a cash
equivalent. As a result, the Company restated its Balance Sheet, Cash Flow Statements and related
disclosures on Form 10-K/A-1 dated November 16, 2007 to reflect the short-term investments
separately from cash and cash equivalents. See Item 1, Note 13 to the Consolidated Financial
Statements, Restatement of Previously Issued Consolidated Financial Statements of this Form 10-Q
for details of the restatements. The Company is in the process of remediating the material
weakness by revising its investment policy and implementing additional review and oversight
processes to ensure compliance with generally accepted accounting principles.
Except as discussed above, there have been no changes in the Companys internal controls over
financial reporting during the quarter ended September 30, 2007 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
ITEM 1A. RISK FACTORS
No material changes were made to the risk factors listed in Item 1A Risk Factors of the
Companys Annual Report on Form 10-K/A-1 for fiscal year 2007.
ITEM 5. OTHER INFORMATION
On November 12, 2007, the Board of Directors adopted Amended and Restated Bylaws. The amendment
allows for the Company to issue shares without certificates.
ITEM 6. EXHIBITS
3.1. |
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Amended and Restated Bylaws, as amended to date. |
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10.46 |
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First Amendment to Severance Agreement dated October 2, 2007 between
Perceptron, Inc. and Wilfred J. Corriveau is incorporated by reference to Exhibit
10.1 of the Companys Report on Form 8-K filed on October 11, 2007. |
|
31.1 |
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Certification by the Chief Executive Officer of the Company pursuant to
Rule 13a 14(a) and Rule 15d 14(a). |
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31.2 |
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Certification by the Chief Financial Officer of the Company pursuant to
Rule 13a 14(a) and Rule 15d 14(a). |
|
32.1 |
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Certification by the Chief Executive Officer of the Company pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002. |
|
32.2 |
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Certification by the Chief Financial Officer of the Company pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002. |
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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.
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Perceptron, Inc.
(Registrant) |
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Date: November 15, 2007 |
By: |
/S/ Alfred A. Pease
|
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|
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Alfred A. Pease |
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President and Chief Executive Officer |
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Date: November 15, 2007 |
By: |
/S/ John H. Lowry III
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John H. Lowry III |
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Vice President and Chief Financial Officer
(Principal Financial Officer) |
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Date: November 15, 2007 |
By: |
/S/ Sylvia M. Smith
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Sylvia M. Smith |
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Controller and Chief Accounting Officer
(Principal Accounting Officer) |
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