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Section 1: 8-K (FORM 8-K)


Washington, D.C. 20549

Form 8-K


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): May 7, 2018  

(Exact Name of Registrant as Specified in Charter)

(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification Number)


47827 Halyard Drive, Plymouth, MI 48170-2461
(Address of Principal Executive Offices) (Zip Code)

(734) 414-6100
(Registrant's telephone number, including area code)

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 [   ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 [   ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 [   ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 [   ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [    ]


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [    ]


Item 2.02. Results of Operations and Financial Condition.

On May 7, 2018, Perceptron, Inc. (the “Company”) issued a press release announcing the Company’s financial and operating results for the fiscal 2018 third quarter ended March 31, 2018. Attached hereto and incorporated by reference as Exhibit 99.1 is the press release relating to such announcement.  Such information, including Exhibit 99.1 attached hereto under Item 9.01, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

D.            Exhibits.

Exhibit No.     Description
Exhibit 99.1 Press Release dated May 7, 2018 announcing the Company’s financial and operating results for the fiscal 2018 third quarter ended March 31, 2018.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 7, 2018By: /s/ David L. Watza        
  By: David L. Watza
  Its: President, Chief Executive Officer and Chief Financial Officer

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Section 2: EX-99.1 (PRESS RELEASE)



Perceptron Announces Third Quarter Fiscal 2018 Results

Record Sales, Backlog and Bookings Levels; Sales Over $20.0 million for Second Straight Quarter

PLYMOUTH, Mich., May 07, 2018 (GLOBE NEWSWIRE) -- Perceptron, Inc. (NASDAQ:PRCP), a leading global provider of 3D automated metrology solutions and coordinate measuring machines, today announced results for the third quarter of its 2018 fiscal year (quarterly period ended March 31, 2018). 

 FINANCIAL HIGHLIGHTS (in millions, except per share data)
     Three Months Ended March 31, Nine Months Ended March 31,
     2018 2017 Change 2018 2017 Change
 Sales  $  21.4 $  16.3  $  5.1 $  61.1 $  55.6  $  5.5
 Net Income (Loss)     1.0    (0.6)    1.6    2.9    (0.4)    3.3
 Diluted Income (Loss) per Share $  0.11 $  (0.06) $  0.17 $  0.31 $  (0.05) $  0.36


Third quarter fiscal 2018 results compared to third quarter fiscal 2017:

Year-to-date fiscal 2018 results compared to year-to-date fiscal 2017:

Fourth quarter and full year 2018 guidance:

David Watza, President and CEO, commented, “We are very pleased with the continued momentum this fiscal year, as we experienced strong sales growth and improved profitability in several key areas of the business.  Our elevated backlog levels, which grew faster than net sales this quarter, achieved a Company record.”

“Our strong results this quarter are a direct result of the unique solutions we provide our customers.  We remain well positioned this fiscal year with our year-to-date recurring operating income more than doubling, while we have also generated strong operating cash flows throughout the fiscal year,” added Watza.  “The strategic plan we put into place continues to drive strength in key customer demand metrics, as evidenced by the robust sales, profitability and backlog results for the quarter.”

“In addition to the Helix®evo product launched last quarter, we are very pleased with additional orders for our In-Line Robot Guidance Solutions during the third quarter,” continued Watza.  “We believe that these unique solutions, as well as the newer solutions we are launching, will enable us to expand our market share within the automotive industry.  Our strategy of continued investment in engineering capabilities has proven beneficial as we expand our technical advantages in hardware and software measurement technologies.  We remain confident that a relentless focus in our core markets will continue to provide sustainable and profitable long-term growth opportunities both within the automotive industry as well as other industries longer-term, as we continue to remove cost from our system and deliver more value to our customers.”

“Looking ahead to our fourth quarter of fiscal year 2018, we expect revenue in the range of $20.0 million to $23.0 million, and affirm our previous guidance of mid-single digit growth in our top line results for the full year fiscal 2018.  Our longer-term aspirations are for sustained high single-digit revenue growth and resulting double-digit earnings growth,” Watza concluded.

Highlights of Operations             
 INCOME STATEMENT KEY METRICS (in millions, except per share data)
     Three Months Ended March 31, Nine Months Ended March 31,
     2018 2017 Change 2018 2017 Change
  Americas Sales  $  8.1  $  6.0  $  2.1  $  26.1  $  20.3  $  5.8 
  Europe Sales     10.1     6.5     3.6     24.3     24.2     0.1 
  Asia Sales     3.2     3.8     (0.6)    10.7     11.1     (0.4)
 Total Net Sales  $  21.4  $  16.3  $  5.1  $  61.1  $  55.6  $  5.5 
 Gross Profit  $  7.9  $  5.2  $  2.7  $  23.0  $  19.2  $  3.8 
  Gross Profit as a percent of sales  36.9%  31.9%    37.6%  34.5%  
 Operating Income (Loss) $  1.1  $  (0.5) $  1.6  $  3.1  $  0.8  $  2.3 
  Operating Income (Loss) as a percent of sales  5.1 %  (3.0%)    5.1 %  1.4 %  
 Net Income (Loss)  $  1.0  $  (0.6) $  1.6  $  2.9  $  (0.4) $  3.3 
 Diluted Income (Loss) per Share$  0.11  $  (0.06) $  0.17  $  0.31  $  (0.05) $  0.36 
 Recurring Operating Income (Loss) $  1.1  $  (0.5) $  1.6  $  3.7  $  1.5  $  2.2 
  Recurring Operating Income (Loss) as a percent of sales 5.1 %  (3.0%)    6.1 %  2.7 %  

Net sales for the third quarter of fiscal 2018 were the highest of any third quarter in company history, increasing $5.1 million, or 31.3%, versus the same quarter in the prior year, and reflecting increases in Europe and Americas regions.  The Europe region was up due to increases in In-Line and Near-Line Measurement Solutions, Off-Line Measurement Solutions and Value-Added Services.  The year-over-year improvement in the Americas region was primarily due to increases in In-Line and Near-Line Measurement Solutions and Value-Added Services, partially offset by decreased sales of 3D Scanning Solutions and a small decline in Off-Line Measurement Solutions.  The decline in the Asia region was primarily due to decreases in the In-Line and Near-Line Measurement Solutions as well as the 3D Scanning Solutions, partially offset by an increase in sales of Off-Line Measurement Solutions. 

In the third quarter of fiscal 2018, gross profit as a percentage of sales improved by 500 basis points compared to the prior year period, primarily due to the higher volume of sales, the mix of the Company’s revenue and the timing of certain expenses in cost of goods sold under applicable accounting rules.  

During the third quarter of fiscal 2018, SG&A, Engineering and R&D expenses were up $1.1 million, primarily as a result of strategic investments in several engineering, research and development initiatives, increased employee-related costs, including a higher bonus accrual due to improved financial results and increased usage of outside contractors, as well as increased allowance for doubtful accounts reserve, partially offset by lower finance and bank fees.

     Three Months Ended March 31, Nine Months Ended March 31,
 BOOKINGS (in millions)  2018  2017 Change  2018  2017 Change
 Geographic Region            
  Americas  $  10.3 $  11.3 $  (1.0) $  26.8 $  30.6 $  (3.8)
  Europe     9.4    7.0    2.4     26.8    21.8    5.0 
  Asia     4.4    4.9    (0.5)    13.7    13.5    0.2 
 Total Bookings  $  24.1 $  23.2 $  0.9  $  67.3 $  65.9 $  1.4 


 BACKLOG (in millions) 3/31/2018 12/31/2017 9/30/2017 6/30/2017 3/31/2017
 Geographic Region          
  Americas  $  20.2 $  18.0 $  21.1 $  19.5 $  20.9
  Europe     18.9    19.6    18.0    16.4    16.7
  Asia     12.1    10.9    9.8    9.1    11.0
 Total Backlog  $  51.2 $  48.5 $  48.9 $  45.0 $  48.6

Third quarter bookings reached an all-time record of $24.1 million. The increase in booking activity is primarily due to increases in Off-Line Measurement Solutions and Value Added Services, partially offset by decreases in In-Line and Near-Line Measurement Solutions and 3D Scanning Solutions.  The increased booking activity in Europe was driven by increases in Off-Line Measurement Solutions, In-Line and Near-Line Measurement Solutions and 3D Scanning Solutions.

Bookings in the third quarter of fiscal 2018 exceeded revenue by $2.7 million, which resulted in an increase in backlog to $51.2 million at March 31, 2018.  This is the highest backlog level in the Company’s history. As the levels of bookings and backlog typically fluctuate from quarter to quarter, management does not necessarily consider these metrics to be indicative of the future operating performance of the Company.


Cash and short-term investment balance was $7.8 million at March 31, 2018, down from $9.0 million at December 31, 2017 and up from $5.1 million at March 31, 2017.  At March 31, 2018, bank debt outstanding totaled $1.5 million, down slightly from an outstanding balance of $1.6 million at December 31, 2017, and up from $0.8 million at March 31, 2017.

Quarterly Investor Call and Webcast

Perceptron, Inc., will hold its third quarter fiscal year 2018 investor conference call/webcast, chaired by David L. Watza, President and CEO, on Tuesday, May 8, 2018, at 10:00 AM (EDT). Investors can access the call at: on the Event page
Conference Call877-317-6789 (domestic callers) or

 412-317-6789 (international callers)
Conference ID10118897

A replay will be posted to the Company's website after the conference call concludes.

About Perceptron®

Perceptron (NASDAQ:PRCP) develops, produces and sells a comprehensive range of automated industrial metrology products and solutions to manufacturing organizations for dimensional gauging, dimensional inspection and 3D scanning. Products include 3D machine vision solutions, robot guidance, coordinate measuring machines, laser scanning and advanced analysis software. Global automotive and other manufacturing companies rely on Perceptron's metrology solutions to assist in managing their complex manufacturing processes to improve quality, shorten product launch times and reduce costs. Headquartered in Plymouth, Michigan, USA, Perceptron has subsidiary operations in Brazil, China, Czech Republic, France, Germany, India, Italy, Japan, Singapore, Slovakia, Spain and the United Kingdom.  For more information, please visit

Safe Harbor Statement

Certain statements in this press release may be “forward-looking statements” within the meaning of the Securities Exchange Act of 1934, including our expectation as to our fiscal year 2018 and future results, operating data, new order bookings, revenue, expenses, net income and backlog levels, trends affecting our 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 2018 and future cash flow requirements.  Whenever possible, we have identified these forward-looking statements by words such as “target,” “will,” “should,” “could,” “believes,” “expects,” “anticipates,” “estimates,” “prospects,” “outlook,” “guidance” or similar expressions.  We claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for all of our forward-looking statements.  While we believe that our forward-looking statements are reasonable, you should not place undue reliance on any such forward-looking statements, which speak only as of the date made.  Because these forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control or are subject to change, actual results could be materially different.  Factors that might cause such a difference include, without limitation, risks associated with changes in our sales strategy and structure, including the impact of such changes on booking and revenue levels and customer purchase decisions, and the risks and uncertainties discussed from time to time in our periodic reports filed with the Securities and Exchange Commission, including those listed in “Item 1A – Risk Factors” of our Annual Report on Form 10-K for fiscal 2017 and of our Quarterly Reports on Form 10-Q.  Except as required by applicable law, we do not undertake, and expressly disclaim, any obligation to publicly update or alter our statements whether as a result of new information, events or circumstances occurring after the date of this report or otherwise. 

--- Financial Tables Follow ---

(Unaudited, In Thousands Except Per Share Amounts) 
Condensed Income Statements  Three Months Ended Nine Months Ended 
     March 31, March 31, 
     2018 2017 2018 2017 
Net Sales    $  21,397  $  16,325  $  61,099  $  55,596  
Cost of Sales      13,475     11,135     38,120     36,388  
 Gross Profit     7,922     5,190     22,979     19,208  
Operating Expenses          
Selling, General and Administrative Expense    4,700     4,039     13,621     12,795  
Engineering, Research and Development Expense    2,132     1,650     5,662     4,917  
Severance, Impairment and Other Charges    (3)    3     603     720  
 Operating Income (Loss)    1,093     (502)    3,093     776  
Other Income and (Expenses), net          
Interest Expense, net     (53)    (94)    (137)    (212) 
Foreign Currency and Other, net     87     122     33     (198) 
Income (Loss) Before Income Taxes    1,127     (474)    2,989     366  
Income Tax Expense     (107)    (124)    (45)    (795) 
Net Income (Loss)  $  1,020  $  (598) $  2,944  $  (429) 
Income (Loss) Per Common Share          
 Basic  $0.11  ($0.06) $0.31  ($0.05) 
 Diluted  $0.11  ($0.06) $0.31  ($0.05) 
Weighted Average Common Shares Outstanding        
 Basic     9,539     9,400     9,468     9,384  
 Diluted     9,691     9,400     9,542     9,384  


(In Thousands) 
Condensed Balance Sheets  March 31, June 30, 
      2018  2017 
Cash and Cash Equivalents  $  5,365 $  3,704 
Short-Term Investments     2,437    1,572 
Receivables, net      29,823    31,943 
Inventories, net      15,224    11,466 
Other Current Assets     1,604    1,953 
Total Current Assets     54,453    50,638 
Property and Equipment, net     6,726    7,377 
Goodwill and Other Intangible Assets, net    12,693    11,866 
Long-Term Deferred Income Tax Asset    853    9 
Long-Term Investments     725    725 
Total Non-Current Assets     20,997    19,977 
Total Assets  $  75,450 $  70,615 
Line of Credit and Short-Term Notes Payable $  1,747 $  1,705 
Accounts Payable     7,641    8,280 
Deferred Revenue     8,312    8,485 
Restructuring and Other Charges Reserve    926    1,113 
Other Current Liabilities     7,726    8,572 
Total Current Liabilities     26,352    28,155 
Long-Term Taxes Payable     608    969 
Long-Term Deferred Income Tax Liability    1,530    871 
Other Long-Term Liabilities     649    785 
Total Long-Term Liabilities     2,787    2,625 
Total Liabilities     29,139    30,780 
Shareholders' Equity     46,311    39,835 
Total Liabilities and Shareholders' Equity$  75,450 $  70,615 

Non-GAAP Financial Measures

While Perceptron’s results under Generally Accepted Accounting Principles in the United States of America (“U.S. GAAP”) provide significant insight into our operations and financial position, Perceptron’s management supplements its analysis of the business using “Recurring Operating Income” and “Recurring Net Income”.  These are non-GAAP financial measures. Management believes that these non-GAAP financial measures, when taken together with the corresponding GAAP measures, provides incremental insight into the underlying factors and trends affecting our performance. However, it should be viewed as supplemental data, rather than as a substitute or an alternative to the comparable GAAP measure. The table below presents reconciliations of each non-GAAP measure to Operating Income and Net Income, respectively.

Additional Information Regarding Special Items Impacting 
Reported GAAP Financial Measures 
(Unaudited, In Thousands except per share data) 
     Three Months Ended Nine Months Ended 
     March 31, March 31, 
     2018 2017 2018 2017 
Operating Income (Loss), as reported $  1,093  $  (502) $  3,093 $  776  
Severance, Impairment and Other Charges    (3)    3     603    720  
Excluding special items,          
  Operating Income (Loss) would have been $  1,090  $  (499) $  3,696 $  1,496  
Net Income (Loss), as reported $  1,020  $  (598) $  2,944 $  (429) 
Valuation Allowance on DTA    -     -     -    511  
Excluding special items,         
  Net Income (Loss) would have been $  1,020  $  (598) $  2,944 $  82  
Income (Loss) Per Common Share -       
  Diluted, as reported $  0.11  $  (0.06) $  0.31 $  (0.05) 
Diluted Income Per Share due to Valuation         
  Allowance on DTA $  -   $  -   $  -  $  0.06  
Excluding special items, Diluted Income         
  per Share would have been $  0.11  $  (0.06) $  0.31 $  0.01  
Diluted Weighted Average Common Shares          
  Outstanding, as reported    9,691     9,400     9,542    9,384  

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