UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
August
27, 2013
PERCEPTRON, INC.
(Exact Name of Registrant as Specified in
Charter)
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Michigan
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0-20206
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38-2381442
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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47827 Halyard Drive, Plymouth, MI
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48170-2461
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code (734)
414-6100
Not Applicable
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On August 27, 2013, the Board of Directors
(the “Board”) of Perceptron, Inc. (the “Company”) took the following actions:
Approval of the Third Amendment to the 2004 Stock Incentive
Plan
The Board approved an amendment to the Perceptron,
Inc. First Amended and Restated 2004 Stock Incentive Plan (the “2004 Stock Incentive Plan”), subject to shareholder
approval, to (i) extend the expiration date of the plan from October 22, 2014 to August 27, 2023; and (ii) increase the total number
of shares of Common Stock available for grant under such plan from 1,400,000 to 2,100,000 shares. Such amendment is being submitted
to shareholders for approval at the Annual Meeting of Shareholders to be held on Tuesday, November 12, 2013 at 9:00 a.m. (“Annual
Meeting”) at the Company’s headquarters, 47827 Halyard Drive, Plymouth, Michigan. The amendment to the 2004 Stock Incentive
Plan is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Approval of the Second Amendment to the Employee Stock Purchase
Plan
The Board approved an amendment to the Perceptron,
Inc. Employee Stock Purchase Plan, as amended and restated (the “Employee Stock Purchase Plan”), subject to shareholder
approval, to (i) extend the expiration date of the plan from May 14, 2015 to August 27, 2023; and (ii) increase the total number
of shares of Common Stock available for purchase under such plan from 250,000 to 350,000 shares. Such amendment is being submitted
to shareholders for approval at the Annual Meeting. The amendment to the Employee Stock Purchase Plan is attached hereto as Exhibit
10.2 and incorporated herein by reference.
On August 27, 2013, the Management Development, Compensation
and Stock Option Committee (the “Compensation Committee”) of the Company’s Board approved the forms of (i) the
Restricted Stock Award Agreement for Team Members (the “Team Member Restricted Stock Award Agreement”); and (ii) the
Restricted Stock Award Agreement for Non-Employee Directors (the “Non-Employee Director Restricted Stock Award Agreement”)
under the 2004 Stock Incentive Plan. The Team Member Restricted Stock Award Agreement and the Non-Employee Director Restricted
Stock Award Agreement are filed as Exhibits 10.3 and 10.4 to this Form 8-K, respectively, and are incorporated herein by reference.
Item 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On August 28, 2013, the Company issued a
press release announcing the Company’s financial and operating results for the fourth quarter and fiscal year ended June
30, 2013. Attached hereto and incorporated by reference as Exhibit 99.1 is the press release relating to such announcement. Such
information, including Exhibit 99.1 attached hereto under Item 9.01, shall not be deemed "filed" for purposes of Section
18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933,
except as shall be expressly set forth by specific reference in such filing.
Item 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION
OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(e) On August 27, 2013, in connection with an annual review
of the compensation of all of the Company’s officers and named executive officers, the Compensation Committee approved an
adjustment in the annual base salary of Mark S. Hoefing, Senior Vice President, effective March 1, 2014, from $236,500 to $248,500.
On August 27, 2013, effective September 3, 2013, the Compensation
Committee awarded Mr. Hoefing 15,000 non-qualified options to purchase shares of the Company’s Common Stock, under the 2004
Stock Incentive Plan to be issued on the standard form of the Non-Qualified Stock Option Agreement Terms for Officers that was
filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K as filed December 27, 2005 with the Securities and Exchange
Commission (“SEC”). The options will become exercisable in four equal annual installments beginning September 3, 2014
at an exercise price equal to the fair market value of the Company’s Common Stock as of September 3, 2013, expiring ten years
from grant date.
Also on August 27, 2013, the Compensation Committee awarded
to Mr. Hoefing 3,000 shares of the Company’s Common Stock, vesting upon the first anniversary of the grant date and freely
transferable after such date if Mr. Hoefing’s services or employment has not been terminated on or prior to such date. The
shares will be issued pursuant to the standard form of Team Member Restricted Stock Award Agreement that is filed as Exhibit 10.3
to this Current Report on Form 8-K.
Finally, the Compensation Committee approved the following bonus
payments under the Company’s Fiscal 2013 Annual Incentive Compensation Plan, a written description of such plan was filed
as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed November 19, 2012 with the SEC and is incorporated by
reference herewith:
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Harry T. Rittenour
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$
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145,775
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John H. Lowry, III
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$
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68,306
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Mark S. Hoefing
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$
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75,803
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Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
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C.
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Exhibits.
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Exhibit
No.
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Description
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10.1
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Third
Amendment to Perceptron, Inc. First Amended and Restated 2004 Stock Incentive Plan dated as of August 27, 2013
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10.2
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Second
Amendment to Perceptron, Inc. Employee Stock Purchase Plan dated as of August 27, 2013
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10.3
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Form
of the Restricted Stock Award Agreement for Team Members under the Perceptron, Inc. First Amended and Restated 2004 Stock
Incentive Plan
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10.4
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Form
of the Restricted Stock Award Agreement for Non-Employee Directors under the Perceptron, Inc. First Amended and Restated 2004
Stock Incentive Plan
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99.1
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Press
Release dated August 28, 2013 announcing the Company’s financial and operating results for the fourth quarter and fiscal
year ended June 30, 2013.
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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 hereunto duly authorized.
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PERCEPTRON, INC.
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(Registrant)
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Date: August 30, 2013
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/s/ David W. Geiss
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By: David W. Geiss
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Title: Vice President, General Counsel and Secretary
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EXHIBIT INDEX
__________________
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Exhibit
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Number
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Description
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10.1
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Third Amendment
to Perceptron, Inc. First Amended and Restated 2004 Stock Incentive Plan dated as of August 27, 2013
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10.2
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Second Amendment
to Perceptron, Inc. Employee Stock Purchase Plan dated as of August 27, 2013
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10.3
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Form of
the Restricted Stock Award Agreement for Team Members under the Perceptron, Inc. First Amended and Restated 2004 Stock Incentive
Plan
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10.4
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Form of
the Restricted Stock Award Agreement for Non-Employee Directors under the Perceptron, Inc. First Amended and Restated 2004
Stock Incentive Plan
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99.1
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Press release
dated August 28, 2013 announcing the Company’s financial results for the fourth quarter and fiscal year ended June 30,
2013.
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THIRD AMENDMENT
TO THE
PERCEPTRON,
INC.
First amended
and restated 2004 stock incentive PLAN
Pursuant to the amendment provisions in
Section 10.7 of the Perceptron, Inc. First Amended and Restated 2004 Stock Incentive Plan (“Plan”) and the approval
of the Board of Directors of Perceptron, Inc. (“Company”), the Plan is hereby amended as set forth below:
1. Subject to approval of the shareholders
of the Company, Section 1.6 of the Plan (Stock) shall be amended and restated in its entirety to read as follows:
1.6
Stock
.
The Corporation has reserved 2,100,000 shares of the Corporation’s Common Stock for issuance in conjunction with all
Options and other stock-based awards to be granted under the Plan. All of the 2,100,000 shares of the Corporation’s Common
Stock so reserved may be granted as ISOs. Shares subject to any unexercised portion of a terminated, cancelled or expired Option,
Stock Appreciation Right, Restricted Stock grant, Restricted Stock Unit, or Performance Share Award granted hereunder may again
be subjected to grants and awards under the Plan. In the event that an Option granted under the Plan is exercised by delivering
shares of Common Stock that previously were acquired by exercising Options granted under the Plan, such shares of previously-acquired
Common Stock so delivered to the Corporation may again be subject to grants under the Plan. Shares of Common Stock shall not be
deemed to have been granted pursuant to the Plan (a) with respect to any portion of an Award that is settled in cash or (b) to
the extent such shares are withheld in satisfaction of tax withholding obligations pursuant to Section 10.6. Upon payment in shares
of Common Stock pursuant to the exercise of a Stock Appreciation Right, the number of shares available for grant under the Plan
shall be reduced only by the number of shares actually issued in such payment. All provisions in this
Section 1.6
shall
be adjusted, as applicable, in accordance with
Article VIII
.
2. Subject to approval of the shareholders
of the Company, Section 10.7 subsection (a) of the Plan (Termination and Amendment) shall be amended and restated in its entirety
to read as follows:
10.7
Termination
and Amendment
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(a) The Plan shall continue
in effect until the earlier of August 27, 2023, its termination by the Board or the date on which all of the shares of Common Stock
available for issuance under the Plan have been issued and all restrictions on such shares under the terms of the Plan and the
agreements evidencing Awards granted under the Plan have lapsed. The Board may terminate the Plan, the granting of Options, Stock
Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Share Awards or Deferred Stock Units under the Plan,
or purchases of Common Stock pursuant to the Director Stock Purchase Rights, at any time.
THIS THIRD AMENDMENT is hereby adopted as
of August 27, 2013.
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PERCEPTRON, INC.
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By:
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/s/ Harry T. Rittenour
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Harry T. Rittenour, President
and Chief Executive Officer
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BOARD OF DIRECTORS APPROVAL: 8/27/13
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SHAREHOLDER APPROVAL: __/__/__
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AMENDMENT NO. 2
TO
PERCEPTRON, INC.
EMPLOYEE STOCK PURCHASE PLAN
This Amendment No.
2 to the Employee Stock Purchase Plan (the “Plan”) of Perceptron, Inc. (the “Corporation”) is made this
27
th
day of August, 2013 pursuant to Section 14 of the Plan, and was approved by the Corporation’s Board of Directors
on such date.
1. Subject to approval
of the shareholders of the Company, Section 3 of the Plan be and hereby is amended and restated in its entirety to read as follows:
Stock
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The stock subject to option and purchase under the Plan shall be the Common Stock of the Company (the “Common Stock”).
The total amount of Common Stock on which options may be granted under the Plan shall not exceed 350,000 shares, subject to adjustment
in accordance with Section 12 of the Plan. Shares of Common Stock subject to any unexercised portion of a terminated, cancelled
or expired option granted under the Plan may again be used for option grants under the Plan.
2. Subject to the
approval of the shareholders of the Company, Section 14 of the Plan be and hereby is amended and restated in its entirety to read
as follows:
Termination
and Amendment.
The Board may terminate the Plan, or the granting of options under the Plan, at any time. No option shall be
granted under the Plan after August 27, 2023.
The Board may
amend or modify the Plan at any time and from time to time, but no amendment or modification shall disqualify the Plan under Section
423 of the Code, or Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as amended
from time to time (or any successor rule), without shareholder approval.
No amendment,
modification, or termination of the Plan shall in any manner affect any option granted under the Plan without the consent of the
participant holding the option.
In witness whereof, the Corporation has
caused this Amendment No. 2 to be executed as of August 27, 2013.
PERCEPTRON, INC.
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By:
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/s/ David W. Geiss
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David W. Geiss
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Its:
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Vice President, General Counsel & Secretary
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PERCEPTRON, INC.
FIRST AMENDED AND RESTATED
2004 STOCK INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT FOR
TEAM MEMBERS
THIS RESTRICTED STOCK AWARD AGREEMENT (the
“Award Agreement”) is made effective as of
_________
, 20
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(the “Grant Date”), between Perceptron, Inc., a Michigan Corporation (hereinafter called the “Corporation”),
and
__________________
, hereinafter referred to as the “Grantee.” Capitalized
terms not otherwise defined herein shall have the same meanings as in the Perceptron, Inc. First Amended and Restated 2004 Stock
Incentive Plan, as may be amended from time to time (the terms of which are hereby incorporated by reference and made a part of
this Award Agreement) (the “Plan”).
1.
Grant of the Restricted Stock
.
Subject to the terms and conditions of the Plan and the additional terms and conditions set forth in this Award Agreement, the
Corporation hereby grants to the Grantee
[INSERT NUMBER OF SHARES]
shares of Common
Stock (hereinafter called the “Restricted Stock”). The Restricted Stock shall vest and become nonforfeitable in accordance
with Section 2 hereof.
2.
Restriction Period
.
The
Common Stock subject to this Award Agreement are restricted from transfer until the restrictions lapse. Subject to the Grantee’s
termination of employment or services with the Corporation or a Subsidiary, as described in Section 3, below, the Common Stock
subject to this Award Agreement shall vest upon the first anniversary of the Grant Date (the “Restriction Period”).
Upon the lapse of the restrictions, the associated Common Stock shall become freely transferable if the Grantee’s services
or employment has not been terminated on or prior to such date. Notwithstanding the provisions of this subsection, in the event
of a Change in Control, the Common Stock subject to this Award Agreement
shall become 100% vested and
nonforfeitable and all restrictions shall lapse
. Until the lapse of the restrictions in this Section 2, any certificate
evidencing the Common Stock subject to this Award Agreement, shall carry a restrictive legend that prohibits any transfer including
the assignment, hypothecation or pledge of the Common Stock subject to this Award Agreement, prior to the lapse of the Restriction
Period.
3.
Termination.
Except as
described in Section 2, if the Grantee’s employment or services are terminated for any reason, the Grantee’s right
to the Common Stock subject to this Award Agreement that are still subject to the Restriction Period automatically shall terminate
and be forfeited by the Grantee. The Committee retains the right to accelerate or waive restrictions on Common Stock covered by
this Award Agreement.
4.
Legend on Certificates
.
The Restricted Stock shall contain a legend stating that they are subject to transfer restrictions and other restrictions as the
Committee may deem reasonably advisable under the Plan or the rules, regulations, and other requirements of the Securities and
Exchange Commission, any stock exchange upon which such Restricted Stock are listed, or any applicable federal or state laws, and
the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.
5.
Securities Laws
.
The Corporation
may require the Grantee to make or enter into such written representations, warranties and agreements as the Committee may reasonably
request in order to comply with applicable securities laws or with this Award Agreement. Anything to the contrary herein notwithstanding,
the granting of the Restricted Stock hereunder shall be subject to such compliance with federal and state laws, rules and regulations
applying to the authorization, issuance or sale of securities, and applicable stock exchange requirements, as the Corporation deems
necessary or advisable.
6.
Transferability.
The Restricted
Stock may not, at any time prior to becoming vested pursuant to Section 2 or thereafter, be transferred, sold, assigned, pledged,
hypothecated or otherwise disposed of unless such transfer, sale, assignment, pledge, hypothecation or other disposition complies
with the provisions of this Award Agreement.
7.
Disputes
.
As a condition of the granting of the Restricted Stock granted hereby, the Grantee and the Grantee’s successors and assigns
agree that any dispute or disagreement which shall arise under or as a result of this Award Agreement shall be determined by the
Committee in its sole discretion and judgment and that any such determination and any interpretation by the Committee of the terms
of this Award Agreement shall be final and shall be binding and conclusive for all purposes.
8.
Adjustments
.
In the event
of any stock dividend, subdivision or combination of shares, reclassification, or similar transaction affecting the shares covered
by this award, determined by the Committee to be covered by this Section 8, a proposed dissolution or liquidation of the Corporation,
a merger of the Corporation with or into another corporation where the Corporation is not the surviving corporation, but its stock
is exchanged for the stock of the parent Corporation of the other party to the merger, the sale of substantially all of the assets
of the Corporation, the reorganization of the Corporation or other similar transaction determined by the Committee to be covered
by this Section 8, a proposed spin-off or a transfer by the Corporation of a portion of its assets resulting in the employment
of the Grantee by the spin-off entity or the entity acquiring assets of the Corporation, the rights of the Grantee shall be as
provided in Section 9.1 of the Plan and any adjustment therein provided shall be made in accordance with Section 9.1 of the Plan.
9.
Rights as a Stockholder
.
Except for potential forfeitability of the Restricted Stock prior to the lapse of restrictions set forth in Section 2 above, the
Grantee shall have all the voting rights and entitlement to dividends and other distributions paid (although any dividends or distributions
paid in Common Stock will be subject to the same restrictions, terms and conditions as the Restricted Stock to which it relates)
with respect to Common Stock subject to this Award Agreement commencing on the date on which the stock certificate is issued (or
book entry representing such shares has been made and such shares have been deposited with the appropriate book-entry custodian)
evidencing the Restricted Stock under this Award Agreement.
10.
No Guarantee of Employment
.
Nothing contained in this Award Agreement or in the Plan, nor any action taken by the Corporation or the Committee, shall confer
upon the Grantee any right with respect to continuation of Grantee’s employment or other service to the Corporation or any
Subsidiary, nor interfere in any way with the right of the Corporation or any Subsidiary to terminate Grantee’s employment
or other service at any time, and if Grantee is an employee, the Grantee’s employment is and shall remain employment at will,
except as otherwise specifically provided by law or in an employment agreement between the Grantee and the Corporation.
11.
Notices
.
Every
notice relating to this Award Agreement shall be in writing and if given by mail shall be given by registered or certified mail
with return receipt requested. All notices to the Corporation shall be delivered to the Secretary of the Corporation at the Corporation's
headquarters or addressed to the Secretary of the Corporation at the Corporation's headquarters. All notices by the Corporation
to the Grantee shall be delivered to the Grantee personally or addressed to the Grantee at the Grantee’s last residence address
as then contained in the records of the Corporation or such other address as the Grantee may designate. Either party by notice
to the other may designate a different address to which notices shall be addressed. Any notice given by the Corporation to the
Grantee at the Grantee’s last designated address shall be effective to bind any other person who shall acquire rights hereunder.
12.
Limitation on Obligations
.
The Corporation’s obligation with respect to the Restricted Stock granted hereunder is limited solely to the delivery to
the Grantee of Common Stock on the date when such shares are due to be delivered hereunder, and in no way shall the Corporation
become obligated to pay cash in respect of such obligation. This Award Agreement shall not be secured by any specific assets of
the Corporation or any of its Subsidiaries, nor shall any assets of the Corporation or any of its subsidiaries be designated as
attributable or allocated to the satisfaction of the Corporation’s obligations under this Award Agreement. In addition, the
Corporation shall not be liable to the Grantee for damages relating to any delays in issuing the stock certificates to the Grantee
(or Grantee’s designated entities), any loss of the certificates, or any mistakes or errors in the issuance of the certificates
or in the certificates themselves.
13.
Governing Law
. Except
to the extent governed by applicable federal law, the validity, interpretation, construction and performance of this Award Agreement,
shall be governed by the laws of the State of Michigan without regard to its choice of law rules.
14.
Award Agreement Subject to Plan
.
The Award Agreement shall be subject to all terms and provisions of the Plan, to the extent applicable to the Restricted Stock.
In the event of any conflict between this Award Agreement and the Plan, the terms of the Plan shall control, it being understood
that variations in this Award Agreement from terms set forth in the Plan shall not be considered to be in conflict if the Plan
permits such variations.
15.
Counterparts
.
This Award
Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute
one and the same instrument.
16.
Captions
.
The captions to the sections and subsections contained in this Award Agreement are for reference only, do not form a substantive
part of this Award Agreement and shall not restrict or enlarge substantive provisions of this Award Agreement.
17.
Parties in Interest.
This Award Agreement shall bind and shall inure to the benefit of the parties hereto, their respective permitted successors and
assigns.
18.
Complete Agreement.
This
Award Agreement shall constitute the entire agreement between the parties hereto and shall supersede all proposals, oral or written,
and all other communications between the parties relating to the subject matter of this Award Agreement.
19.
Modifications
.
The terms
of this Award Agreement cannot be modified except in writing and signed by each of the parties hereto.
20.
Severability.
In the
event that any one or more of the provisions of this Award Agreement should be invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired
thereby.
21.
Payment of Taxes
.
The Grantee authorizes the Corporation to withhold from Grantee’s compensation to
satisfy any income and employment tax withholding obligations in connection with this Award Agreement. In the alternative, the
Grantee agrees to transfer sufficient cash to the Corporation to satisfy any income and employment withholding taxes.
In connection
with the foregoing, the Grantee may, at his or her option, elect to recognize the fair market value (less any amount paid by the
Grantee) of the Restricted Stock upon the Grant Date pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended.
The election will be made on a form provided by the Corporation and must be filed with the Internal Revenue Service no later than
30 days after the Grant Date. The Grantee is hereby advised to seek his or her own tax counsel regarding the taxation of the grant
of Restricted Stock made hereunder. The Corporation and its agents have not and are not providing any tax advice to the Grantee.
[
Continued on next
page.
]
IN WITNESS WHEREOF, the
Corporation has caused the Award to be granted pursuant to this Award Agreement on the Grant Date.
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PERCEPTRON, INC.
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By:
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Name:
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Title:
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*************************************************************
ACKNOWLEDGEMENT
By signing below, the Grantee acknowledges and agrees that:
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·
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A copy of the Plan and the Plan’s Prospectus have been made available to the Grantee;
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The Grantee has read and understands and accepts the conditions place on the Restricted Stock; and
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If the Grantee does not return a signed copy of this Award Agreement to the address shown below not later than
30 days
after
the Grant Date, the Restricted Stock will be forfeited and the Award Agreement will terminate and be of no further force or effect.
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Perceptron, Inc.
Attention: Vice President, General
Counsel & Secretary
47827 Halyard Drive
Plymouth, MI 48170
PERCEPTRON, INC.
FIRST AMENDED AND RESTATED
2004 STOCK INCENTIVE PLAN
INSTRUCTIONS FOR COMPLETING SECTION
83(b) ELECTION FORM
A Grantee may make an election under Section
83(b) of the Code with respect to Restricted Stock. To do this:
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The Grantee must make the election by completing the attached form;
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Within 30 days of the Grant Date, the Grantee must send a copy of this form to the Internal Revenue Service office at which
the Grantee files his or her federal income tax return;
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A copy of this form must be submitted with the Grantee’s income tax return for the taxable year in which the property
is transferred;
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The Grantee also must send a copy of this completed form to:
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Perceptron, Inc.
Attention: Vice President, General
Counsel & Secretary
47827 Halyard Drive
Plymouth, MI 48170
ELECTION TO INCLUDE
IN GROSS INCOME IN YEAR OF TRANSFER OF PROPERTY PURSUANT TO SECTION 83(b) OF THE INTERNAL REVENUE CODE
The undersigned taxpayer hereby elects, pursuant
to Section 83(b) of the Internal Revenue Code, to include in gross income as compensation for services, the excess (if any) of
the fair market value of the shares described below over the amount paid for those shares.
1. The Name, Address and Taxpayer Identification
Number (Social Security Number) of the undersigned are:
NAME OF TAXPAYER:
_____________________
ADDRESS: _
___________________________________
TAXPAYER’S SOCIAL SECURITY NUMBER _
__________________
2. Description of property with respect to
which this election is being made:
______________________
Common Stock of Perceptron, Inc., a Michigan Company (“Company”)
3. The date on which the property was transferred
to the undersigned was
______________
The taxable year to which this election relates
is calendar year
2013
.
4. The nature of the restriction(s) to which
the property is subject:
The property is non-transferable
in the taxpayer’s hands and subject to substantial risk of forfeiture until the restrictions lapse on the first anniversary
of the date the property was transferred to the taxpayer (described in Section 3 above), subject to accelerated vesting on a change
in control, or certain other events. If the taxpayer’s services are terminated prior to the lapse of such restrictions, the
taxpayer will forfeit any portion of the property that is still subject to such restrictions. Until the restrictions lapse, any
stock certificate evidencing the property subject to this election shall carry a restrictive legend (if the property is issued
in book entry form, a notation to the same restrictive effect as the legend shall be placed on the transfer agent’s books
in connection with such property) that prohibits any transfer including the assignment, hypothecation or pledge of the property
prior to the lapse of the restrictions on the property.
5.
The fair market value at the time
of transfer (determined without regard to any restriction other than a nonlapse restriction as defined in Income Tax Regulation
Section 1.83-3(h)) of the property with respect to which this election is being made is $
__________
per share.
6. Amount (if any) paid by taxpayer for said
property is $
________
per share.
7. The amount to include in gross income is
$
____________
[
Insert the result of the amount report in Section 5 minus the amount
reported in Section 6
]
8. The undersigned has submitted a copy of
this statement to the person for whom services were performed in connection with the undersigned’s receipt of the above-described
property. The undersigned is the person performing the service in connection with the transfer of said property.
THIS ELECTION MUST BE FILED WITH THE
INTERNAL REVENUE SERVICE OFFICE WHERE THE TAXPAYER’S FEDERAL TAX RETURN IS FILED WITHIN 30 DAYS AFTER THE DATE ON WHICH THE
SHARES ARE TRANSFERRED. A COPY OF THE ELECTION ALSO MUST BE ATTACHED TO THE TAXPAYER’S FEDERAL TAX RETURN FOR THE CALENDAR
YEAR IN WHICH THE PROPERTY IS TRANSFERRED. THIS ELECTION CANNOT BE REVOKED WITHOUT THE CONSENT OF THE INTERNAL REVENUE SERVICE.
|
Dated:
_______________
|
|
|
|
________________________________
|
|
|
|
|
|
(Signature of Taxpayer)
|
|
|
|
|
|
_________________________________
|
|
|
|
|
|
(Printed Name of Taxpayer)
|
PERCEPTRON, INC.
FIRST AMENDED AND RESTATED
2004 STOCK INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
FOR NON-EMPLOYEE DIRECTORS
THIS RESTRICTED STOCK AWARD AGREEMENT (the
“Award Agreement”) is made effective as of
_________
, 20
__
(the “Grant Date”), between Perceptron, Inc., a Michigan Corporation (hereinafter called the “Corporation”),
and
__________________
, hereinafter referred to as the “Grantee.” Capitalized
terms not otherwise defined herein shall have the same meanings as in the Perceptron, Inc. First Amended and Restated 2004 Stock
Incentive Plan, as may be amended from time to time (the terms of which are hereby incorporated by reference and made a part of
this Award Agreement) (the “Plan”).
1.
Grant of the Restricted Stock
.
Subject to the terms and conditions of the Plan and the additional terms and conditions set forth in this Award Agreement, the
Corporation hereby grants to the Grantee
[INSERT NUMBER OF SHARES]
shares of Common
Stock (hereinafter called the “Restricted Stock”). The Restricted Stock shall vest and become nonforfeitable in accordance
with Section 2 hereof.
2.
Restriction Period
.
The
Common Stock subject to this Award Agreement are restricted from transfer until the restrictions lapse. Subject to the Grantee’s
termination of services with the Corporation or a Subsidiary, as described in Section 3, below, the Common Stock subject to this
Award Agreement shall vest upon the first anniversary of the Grant Date (the “Restriction Period”). Upon the lapse
of the restrictions, the associated Common Stock shall become freely transferable if the Grantee’s services or employment
has not been terminated on or prior to such date. Notwithstanding the provisions of this subsection, (
i)
in the event of a termination by the Corporation of the Grantee’s membership on the Board of Directors or failure to re-nominate
the Grantee for election to the Board of Directors, or voluntary resignation by the Grantee from the Board of Directors at the
request of the Board of Directors, following a Change in Control of the Corporation, (ii) failure of the Grantee to be reelected
to the Board of Directors after being re-nominated for
election by the Board of Directors,
or (iii)
in the event of a Change in Control, the Common Stock subject to this Award Agreement
shall
become 100% vested and nonforfeitable and all restrictions shall lapse
. Until the lapse of the restrictions in this Section
2, any certificate evidencing the Common Stock subject to this Award Agreement, shall carry a restrictive legend that prohibits
any transfer including the assignment, hypothecation or pledge of the Common Stock subject to this Award Agreement, prior to the
lapse of the Restriction Period.
3.
Termination.
Except as
described in Section 2, if the Grantee’s services are terminated for any reason, the Grantee’s right to the Common
Stock subject to this Award Agreement that are still subject to the Restriction Period automatically shall terminate and be forfeited
by the Grantee. The Committee retains the right to accelerate or waive restrictions on Common Stock covered by this Award Agreement.
4.
Legend on Certificates
.
The Restricted Stock shall contain a legend stating that they are subject to transfer restrictions and other restrictions as the
Committee may deem reasonably advisable under the Plan or the rules, regulations, and other requirements of the Securities and
Exchange Commission, any stock exchange upon which such Restricted Stock are listed, or any applicable federal or state laws, and
the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.
5.
Securities Laws
.
The Corporation
may require the Grantee to make or enter into such written representations, warranties and agreements as the Committee may reasonably
request in order to comply with applicable securities laws or with this Award Agreement. Anything to the contrary herein notwithstanding,
the granting of the Restricted Stock hereunder shall be subject to such compliance with federal and state laws, rules and regulations
applying to the authorization, issuance or sale of securities, and applicable stock exchange requirements, as the Corporation deems
necessary or advisable.
6.
Transferability.
The Restricted
Stock may not, at any time prior to becoming vested pursuant to Section 2 or thereafter, be transferred, sold, assigned, pledged,
hypothecated or otherwise disposed of unless such transfer, sale, assignment, pledge, hypothecation or other disposition complies
with the provisions of this Award Agreement.
7.
Disputes.
As a condition
of the granting of the Restricted Stock granted hereby, the Grantee and the Grantee’s successors and assigns agree that any
dispute or disagreement which shall arise under or as a result of this Award Agreement shall be determined by the Committee in
its sole discretion and judgment and that any such determination and any interpretation by the Committee of the terms of this Award
Agreement shall be final and shall be binding and conclusive for all purposes.
8.
Adjustments
.
In the event
of any stock dividend, subdivision or combination of shares, reclassification, or similar transaction affecting the shares covered
by this award, determined by the Committee to be covered by this Section 8, a proposed dissolution or liquidation of the Corporation,
a merger of the Corporation with or into another corporation where the Corporation is not the surviving corporation, but its stock
is exchanged for the stock of the parent Corporation of the other party to the merger, the sale of substantially all of the assets
of the Corporation, the reorganization of the Corporation or other similar transaction determined by the Committee to be covered
by this Section 8, a proposed spin-off or a transfer by the Corporation of a portion of its assets resulting in the services of
the Grantee by the spin-off entity or the entity acquiring assets of the Corporation, the rights of the Grantee shall be as provided
in Section 9.1 of the Plan and any adjustment therein provided shall be made in accordance with Section 9.1 of the Plan.
9.
Rights as a Stockholder
.
Except for potential forfeitability of the Restricted Stock prior to the lapse of restrictions set forth in Section 2 above, the
Grantee shall have all the voting rights and entitlement to dividends and other distributions paid (although any dividends or distributions
paid in Common Stock will be subject to the same restrictions, terms and conditions as the Restricted Stock to which it relates)
with respect to Common Stock subject to this Award Agreement commencing on the date on which the stock certificate is issued (or
book entry representing such shares has been made and such shares have been deposited with the appropriate book-entry custodian)
evidencing the Restricted Stock under this Award Agreement.
10.
Notices
.
Every
notice relating to this Award Agreement shall be in writing and if given by mail shall be given by registered or certified mail
with return receipt requested. All notices to the Corporation shall be delivered to the Secretary of the Corporation at the Corporation's
headquarters or addressed to the Secretary of the Corporation at the Corporation's headquarters. All notices by the Corporation
to the Grantee shall be delivered to the Grantee personally or addressed to the Grantee at the Grantee’s last residence address
as then contained in the records of the Corporation or such other address as the Grantee may designate. Either party by notice
to the other may designate a different address to which notices shall be addressed. Any notice given by the Corporation to the
Grantee at the Grantee’s last designated address shall be effective to bind any other person who shall acquire rights hereunder.
11.
Limitation on Obligations
.
The Corporation’s obligation with respect to the Restricted Stock granted hereunder is limited solely to the delivery to
the Grantee of Common Stock on the date when such shares are due to be delivered hereunder, and in no way shall the Corporation
become obligated to pay cash in respect of such obligation. This Award Agreement shall not be secured by any specific assets of
the Corporation or any of its Subsidiaries, nor shall any assets of the Corporation or any of its subsidiaries be designated as
attributable or allocated to the satisfaction of the Corporation’s obligations under this Award Agreement. In addition, the
Corporation shall not be liable to the Grantee for damages relating to any delays in issuing the stock certificates to the Grantee
(or Grantee’s designated entities), any loss of the certificates, or any mistakes or errors in the issuance of the certificates
or in the certificates themselves.
12.
Governing Law
. Except
to the extent governed by applicable federal law, the validity, interpretation, construction and performance of this Award Agreement,
shall be governed by the laws of the State of Michigan without regard to its choice of law rules.
13.
Award Agreement Subject to Plan
.
The Award Agreement shall be subject to all terms and provisions of the Plan, to the extent applicable to the Restricted Stock.
In the event of any conflict between this Award Agreement and the Plan, the terms of the Plan shall control, it being understood
that variations in this Award Agreement from terms set forth in the Plan shall not be considered to be in conflict if the Plan
permits such variations.
14.
Counterparts
.
This Award
Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute
one and the same instrument.
15.
Captions
.
The captions to
the sections and subsections contained in this Award Agreement are for reference only, do not form a substantive part of this Award
Agreement and shall not restrict or enlarge substantive provisions of this Award Agreement.
16.
Parties in Interest.
This
Award Agreement shall bind and shall inure to the benefit of the parties hereto, their respective permitted successors and assigns.
17.
Complete Agreement.
This
Award Agreement shall constitute the entire agreement between the parties hereto and shall supersede all proposals, oral or written,
and all other communications between the parties relating to the subject matter of this Award Agreement.
18.
Modifications
.
The terms
of this Award Agreement cannot be modified except in writing and signed by each of the parties hereto.
19.
Severability.
In the
event that any one or more of the provisions of this Award Agreement should be invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired
thereby.
20.
Code Section 83(b) Election
.
The Grantee may, at his or her option, elect to recognize the fair market value (less any amount paid by the Grantee) of the Restricted
Stock upon the Grant Date pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended. The election will be made
on a form provided by the Corporation and must be filed with the Internal Revenue Service no later than 30 days after the Grant
Date. The Grantee is hereby advised to seek his or her own tax counsel regarding the taxation of the grant of Restricted Stock
made hereunder. The Corporation and its agents have not and are not providing any tax advice to the Grantee.
[
Continued on next
page.
]
IN WITNESS WHEREOF, the
Corporation has caused the Award to be granted pursuant to this Award Agreement on the Grant Date.
|
|
PERCEPTRON, INC.
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
Name:
|
|
|
|
|
|
|
|
Title:
|
|
|
|
|
|
*************************************************************
ACKNOWLEDGEMENT
By signing below, the Grantee acknowledges and agrees that:
|
|
·
|
A copy of the Plan and the Plan’s Prospectus have been made available to the Grantee;
|
|
|
·
|
The Grantee has read and understands and accepts the conditions place on the Restricted Stock; and
|
|
|
·
|
If the Grantee does not return a signed copy of this Award Agreement to the address shown below not later than
30 days
after
the Grant Date, the Restricted Stock will be forfeited and the Award Agreement will terminate and be of no further force or effect.
|
Perceptron, Inc.
Attention: Vice President, General
Counsel & Secretary
47827 Halyard Drive
Plymouth, MI 48170
PERCEPTRON, INC.
FIRST AMENDED AND RESTATED
2004 STOCK INCENTIVE PLAN
INSTRUCTIONS FOR COMPLETING SECTION
83(b) ELECTION FORM
A Grantee may make an election under Section
83(b) of the Code with respect to Restricted Stock. To do this:
|
|
·
|
The Grantee must make the election by completing the attached form;
|
|
|
·
|
Within 30 days of the Grant Date, the Grantee must send a copy of this form to the Internal Revenue Service office at which
the Grantee files his or her federal income tax return;
|
|
|
·
|
A copy of this form must be submitted with the Grantee’s income tax return for the taxable year in which the property
is transferred;
|
|
|
·
|
The Grantee also must send a copy of this completed form to:
|
Perceptron, Inc.
Attention: Vice President, General
Counsel & Secretary
47827 Halyard Drive
Plymouth, MI 48170
ELECTION TO INCLUDE
IN GROSS INCOME IN YEAR OF TRANSFER OF PROPERTY PURSUANT TO SECTION 83(b) OF THE INTERNAL REVENUE CODE
The undersigned taxpayer hereby elects, pursuant
to Section 83(b) of the Internal Revenue Code, to include in gross income as compensation for services, the excess (if any) of
the fair market value of the shares described below over the amount paid for those shares.
1. The Name, Address and Taxpayer Identification
Number (Social Security Number) of the undersigned are:
NAME OF TAXPAYER:
_____________________
ADDRESS: _
___________________________________
TAXPAYER’S SOCIAL SECURITY NUMBER _
__________________
2. Description of property with respect to
which this election is being made:
______________________
Common Stock of Perceptron, Inc., a Michigan Company (“Company”)
3. The date on which the property was transferred
to the undersigned was
______________
The taxable year to which this election relates
is calendar year
2013
.
4. The nature of the restriction(s) to which
the property is subject:
The property is non-transferable
in the taxpayer’s hands and subject to substantial risk of forfeiture until the restrictions lapse on the first anniversary
of the date the property was transferred to the taxpayer (described in Section 3 above), subject to accelerated vesting on a change
in control, or certain other events. If the taxpayer’s services are terminated prior to the lapse of such restrictions, the
taxpayer will forfeit any portion of the property that is still subject to such restrictions. Until the restrictions lapse, any
stock certificate evidencing the property subject to this election shall carry a restrictive legend (if the property is issued
in book entry form, a notation to the same restrictive effect as the legend shall be placed on the transfer agent’s books
in connection with such property) that prohibits any transfer including the assignment, hypothecation or pledge of the property
prior to the lapse of the restrictions on the property.
5.
The fair market value at the time
of transfer (determined without regard to any restriction other than a nonlapse restriction as defined in Income Tax Regulation
Section 1.83-3(h)) of the property with respect to which this election is being made is $
__________
per share.
6. Amount (if any) paid by taxpayer for said
property is $
________
per share.
7. The amount to include in gross income is
$
____________
[
Insert the result of the amount reported in Section 5 minus the
amount reported in Section 6
]
8. The undersigned has submitted a copy of
this statement to the person for whom services were performed in connection with the undersigned’s receipt of the above-described
property. The undersigned is the person performing the service in connection with the transfer of said property.
THIS ELECTION MUST BE FILED WITH THE
INTERNAL REVENUE SERVICE OFFICE WHERE THE TAXPAYER’S FEDERAL TAX RETURN IS FILED WITHIN 30 DAYS AFTER THE DATE ON WHICH THE
SHARES ARE TRANSFERRED. A COPY OF THE ELECTION ALSO MUST BE ATTACHED TO THE TAXPAYER’S FEDERAL TAX RETURN FOR THE CALENDAR
YEAR IN WHICH THE PROPERTY IS TRANSFERRED. THIS ELECTION CANNOT BE REVOKED WITHOUT THE CONSENT OF THE INTERNAL REVENUE SERVICE.
|
Dated:
_______________
|
|
|
|
________________________________
|
|
|
|
|
|
(Signature of Taxpayer)
|
|
|
|
|
|
|
|
|
_________________________________
|
|
|
|
|
|
(Printed Name of Taxpayer)
|
Contact: Jack Lowry
Vice President of Finance and CFO
734 414-6100
PERCEPTRON ANNOUNCES STRONG FOURTH QUARTER
FINANCIAL RESULTS
AND RECORD FISCAL 2013 SALES
Plymouth, Michigan, August 28, 2013 –
Perceptron, Inc. (NASDAQ: PRCP) today announced its results for the fourth quarter of fiscal year 2013, which ended June 30, 2013.
Net sales in the fourth quarter of fiscal
year 2013 were $20.7 million, while income from continuing operations was $4.0 million, or $0.46 per diluted share. In the fourth
quarter of fiscal 2012, Perceptron reported net sales of $12.8 million and a loss from continuing operations of $1.3 million, or
$0.16 per diluted share. In the fourth quarter of fiscal year 2013 the Company recorded a gain of $23,000, net of taxes, from the
discontinued operations of its Commercial Products Business Unit (CBU). In fiscal year 2012 the Company recorded a loss of $1.3
million, or $0.15 per diluted share, from the discontinued operations of CBU. Net income for the fourth quarter was $4.0 million,
or $0.46 per diluted share, compared to a net loss of $2.6 million, or $0.31 per diluted share in the fourth quarter of fiscal
year 2012. The net loss in the fourth quarter of fiscal 2012 included an income tax expense of $1.2 million for the establishment
of a valuation reserve for the Company’s deferred tax assets.
For the full fiscal year 2013, net sales
were $60.9 million and income from continuing operations was $6.1 million, or $0.71 per diluted share. This compares with net sales
of $57.4 million and income from continuing operations of $2.8 million, or $0.34 per diluted share, in fiscal year 2012. In fiscal
year 2013, the Company recorded a gain of $80,000, net of taxes, or $0.01 per diluted share, from the discontinued operations of
CBU. In fiscal year 2012, the Company recorded a loss of $3.2 million, net of taxes, or a loss of $0.38 per diluted share, from
the settlement of a lawsuit against the Company’s former Forest Products Business Unit and from the discontinued operations
of CBU. Net income in fiscal 2013 was $6.2 million, or $0.72 per diluted share, compared to a net loss of $333,000, or $0.04 per
diluted share, in fiscal 2012.
“We are particularly pleased with
our sales, gross margin and operating income in the fourth quarter this year,” said Jack Lowry, Perceptron’s Chief
Financial Officer. “Sales of $20.7 million represented a very strong quarter for the Company. Not only was our gross margin
very solid at 48.1%, but our operating income for the quarter represented 18% of sales. Other income/expense in the fourth quarter
included approximately a $1.1 million gain we recorded from the June redemption, at par, of one of our preferred stock holdings
upon which we had recorded an impairment charge in fiscal year 2009. That gain was partially offset by a $240,000 foreign exchange
loss in the quarter, principally due to weakness in the Brazilian Real and Japanese Yen. Net income of $4.0 million represented
19.3% of sales.”
Mr. Lowry continued, “Bookings of
$21.4 million in the fourth quarter this year were very robust and approximately $700,000 above our sales in the quarter, resulting
in our backlog increasing to $30.4 million at June 30, 2013. That compares favorably with our backlog of $30.2 million at June
30, 2012 and provides us with a solid book of business as we enter fiscal year 2014. For the full year of fiscal 2013, we achieved
record sales for our continuing operations and both our gross margin and operating margin percentages improved. Our fiscal year
ending balance sheet is very strong, with $26.7 million in cash and short-term investments, no debt, and book value of $6.60 per
share based on 8,618,872 total shares outstanding on June 30, 2013.
47827 Halyard Drive • Plymouth,
Michigan 48170 • Phone 734-414-6100 • Fax 734-414-4700
Page 2 of 4
August 28, 2013
“While our sales were at a record
level of $60.9 million for the year, it is also significant that our bookings exceeded our sales. Our fiscal year 2013 sales and
bookings were particularly strong in Europe which posted significant year-over-year increases. This resulted primarily from significantly
higher bookings and sales of automated systems products in fiscal 2013 compared to fiscal 2012 that were partially offset by a
decline in sales of technology components products and value added services. Sales and bookings in Asia were fairly flat but are
expected to show improvement in fiscal 2014. Sales and bookings declined in the Americas following a strong rebound in fiscal year
2012 from the significant downturn that occurred in our fiscal years 2009 and 2010. Sales in the Americas are expected to stabilize
while bookings are expected to improve in fiscal year 2014.”
Harry Rittenour, President and Chief Executive
Officer, added, “Fiscal 2013 was a very good year for the Company and its shareholders in a number of ways. From a financial
perspective, our continuing business exceeded $60 million in sales for the first time, our gross margin improved, and our operating
income improved both in total dollars and as a percent of sales. Our bookings were higher than our sales during fiscal 2013, positioning
us to enter fiscal 2014 with a strong backlog. In addition, we paid a special dividend and our first annual dividend to shareholders
which contributed to our total return to shareholders significantly exceeding the overall market return. We successfully sold CBU.
Further, our strategy in holding our Primus preferred stock paid off in a full redemption of that investment.
“Operationally, we recently completed
the
release of all five standoffs in the Helix® family of sensors. The release of the additional
sensors will increase the opportunities and the scope of customer applications we can address using our Helix technology. Sales
and bookings utilizing Helix technology in fiscal year 2013 met our expectations and are ramping-up well. In the fourth quarter,
approximately 19% of our bookings and 11% of our sales were from projects utilizing Helix technology.”
Highlights of Operations
Geographic information on sales, bookings
and backlog for the Company from continuing operations in fiscal years 2013 and 2012 are shown in the tables that follow:
SALES
(in millions)
|
|
|
Fourth Quarter Ended June 30
|
|
|
Twelve months Ended June 30
|
|
|
|
|
Fiscal 2013
|
|
|
Fiscal 2012
|
|
|
Change
|
|
|
Fiscal 2013
|
|
|
Fiscal 2012
|
|
|
Change
|
|
|
Geographic Region
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas
|
|
$
|
6.4
|
|
|
$
|
6.4
|
|
|
$
|
0.0
|
|
|
$
|
22.2
|
|
|
$
|
26.3
|
|
|
$
|
(4.1
|
)
|
|
Europe
|
|
|
8.8
|
|
|
|
3.7
|
|
|
|
5.1
|
|
|
|
26.1
|
|
|
|
18.4
|
|
|
|
7.7
|
|
|
Asia
|
|
|
5.5
|
|
|
|
2.8
|
|
|
|
2.7
|
|
|
|
12.6
|
|
|
|
12.7
|
|
|
|
(0.1
|
)
|
|
Total Sales
|
|
$
|
20.7
|
|
|
$
|
12.9
|
|
|
$
|
7.8
|
|
|
$
|
60.9
|
|
|
$
|
57.4
|
|
|
$
|
3.5
|
|
BOOKINGS
(in millions)
|
|
|
Fourth
Quarter Ended June 30
|
|
|
Twelve months Ended June 30
|
|
|
|
|
Fiscal 2013
|
|
|
Fiscal 2012
|
|
|
Change
|
|
|
Fiscal 2013
|
|
|
Fiscal 2012
|
|
|
Change
|
|
|
Geographic Region
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas
|
|
$
|
5.6
|
|
|
$
|
6.1
|
|
|
($
|
0.5
|
)
|
|
$
|
18.2
|
|
|
$
|
30.8
|
|
|
$
|
(12.6
|
)
|
|
Europe
|
|
|
12.0
|
|
|
|
2.8
|
|
|
|
9.2
|
|
|
|
29.3
|
|
|
|
19.7
|
|
|
|
9.6
|
|
|
Asia
|
|
|
3.8
|
|
|
|
2.3
|
|
|
|
1.5
|
|
|
|
13.6
|
|
|
|
13.2
|
|
|
|
0.4
|
|
|
Total Bookings
|
|
$
|
21.4
|
|
|
$
|
11.2
|
|
|
$
|
10.2
|
|
|
$
|
61.1
|
|
|
$
|
63.7
|
|
|
$
|
(2.6
|
)
|
Note: the level of new order bookings fluctuates
from quarter to quarter and is not necessarily indicative of the future operating performance of the Company.
Page 3 of 4
August 28, 2013
BACKLOG
(in millions)
|
|
|
Fourth Quarter Ended June 30
|
|
|
|
|
Fiscal 2013
|
|
|
Fiscal 2012
|
|
|
Change
|
|
|
Geographic Region
|
|
|
|
|
|
|
|
|
|
|
Americas
|
|
$
|
8.2
|
|
|
$
|
12.2
|
|
|
($
|
4.0
|
)
|
|
Europe
|
|
|
13.1
|
|
|
|
9.9
|
|
|
|
3.2
|
|
|
Asia
|
|
|
9.1
|
|
|
|
8.1
|
|
|
|
1.0
|
|
|
Total Backlog
|
|
$
|
30.4
|
|
|
$
|
30.2
|
|
|
$
|
0.2
|
|
Note: the level of backlog at any particular
point in time is not necessarily indicative of the future operating performance of the Company.
Financial Outlook
Harry Rittenour commented, “We remain
confident in our outlook for continued sales growth in fiscal 2014. Independent industry forecasts continue to show that worldwide
automotive sales and new model introductions will continue to grow in each of the next two to three years. This provides us with
a good environment in which to sell our products to automobile manufacturers around the world. Historically we have experienced
volatility in our quarterly sales with the first quarter of the fiscal year generally being the softest. We anticipate that the
first quarter will be our softest quarter in fiscal year 2014. We continue to expect our Helix technology to become a more significant
portion of our product portfolio in fiscal year 2014 and provide us with more in-line dimensional gauging opportunities and capabilities
than in the past. This should also help us to maintain, or improve, our gross profit margins. As a result, we anticipate another
year of profitable growth for the Company.”
Quarterly Earnings Call and Webcast
Perceptron, Inc. will hold its fourth quarter
earnings conference call/webcast, chaired by Harry T. Rittenour, President and Chief Executive Officer, on Thursday, August 29,
2013 at 10:00 AM (EDT). Investors can access the call at:
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Webcast
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http://www.visualwebcaster.com/event.asp?id=95718
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Conference Call
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888 505-4369 (domestic callers) or
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719 325-2495 (international callers)
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Conference ID
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7922528
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If you are unable to participate
during the live webcast, the call will be digitally rebroadcast for seven days, beginning at 2:00 PM (EDT) on Thursday,
August
29
, 2013.
|
Rebroadcast
|
888 203-1112 (domestic callers) or
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719 457-0820 (international callers)
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Passcode
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7922528
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A replay of the call will also be
available on the Company’s website at
www.perceptron.com
for approximately one year following
the call.
About Perceptron
®
Perceptron develops, produces, and sells
non-contact measurement and inspection solutions for industrial applications. The Company’s products provide solutions for
manufacturing process control as well as sensor and software technologies for non-contact measurement, scanning, and inspection
applications. Automotive and manufacturing companies throughout the world rely on Perceptron’s metrology solutions to help
them manage their complex manufacturing processes to improve quality, shorten product launch times and reduce overall manufacturing
costs. The Company also offers Value Added Services such as training and customer support services. Headquartered in Plymouth,
Michigan, Perceptron has approximately 235 employees worldwide, with operations in the United States, Germany, France, Spain, Brazil,
Japan, Singapore, China and India. For more information, please visit
www.perceptron.com.
Page 4 of 4
August 28, 2013
Safe Harbor Statement
Certain statements in this press release
may be “forward-looking statements” within the meaning of the Securities Exchange Act of 1934, including the Company’s
expectation as to its fiscal year 2014 and future new order bookings, revenue, expenses, income and backlog levels, future dividend
payments, trends affecting its future revenue levels, the rate of new orders, the timing of revenue and income from new products
which we have recently released or have not yet released, and the timing of the introduction of new products. 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 Company’s Annual Report on Form 10-K for fiscal 2012. 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 Company's expectations regarding future bookings and revenues are projections developed by the Company
based upon information from a number of sources, including, but not limited to, customer data and discussions. These projections
are subject to change based upon a wide variety of factors, a number of which are discussed above. Certain of these new orders
have been delayed in the past and could be delayed in the future. Because the Company's products are typically integrated into
larger systems or lines, the timing of new orders is dependent on the timing of completion of the overall system or line. In addition,
because the Company's products have shorter lead times than other components and are required later in the process, orders for
the Company's products tend to be issued later in the integration process. A significant portion of the Company’s projected
revenues and net income depends upon the Company’s ability to successfully develop and introduce new products, expand into
new geographic markets and successfully negotiate new sales or supply agreements with new customers. Because a significant portion
of the Company’s revenues are denominated in foreign currencies and are translated for financial reporting purposes into
U.S. Dollars, the level of the Company’s reported net sales, operating profits and net income are affected by changes in
currency exchange rates, principally between the U.S. Dollar and Euro. Currency exchange rates are subject to significant fluctuations,
due to a number of factors beyond the control of the Company, including general economic conditions in the United States and other
countries. Because the Company’s expectations regarding future revenues, order bookings, backlog and operating results are
based upon assumptions as to the levels of such currency exchange rates, actual results could differ materially from the Company’s
expectations.
--- Financial Tables Follow ---
PERCEPTRON, INC.
SELECTED FINANCIAL DATA
(In Thousands Except Per Share Amounts)
|
Condensed Income Statements
|
|
Three Months Ended
|
|
|
Twelve Months Ended
|
|
|
|
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June 30,
|
|
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June 30,
|
|
|
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
|
Net Sales
|
|
$
|
20,744
|
|
|
$
|
12,826
|
|
|
$
|
60,886
|
|
|
$
|
57,379
|
|
|
Cost of Sales
|
|
|
10,765
|
|
|
|
8,692
|
|
|
|
32,766
|
|
|
|
33,209
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit
|
|
|
9,979
|
|
|
|
4,134
|
|
|
|
28,120
|
|
|
|
24,170
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, General and Administrative Expense
|
|
|
4,241
|
|
|
|
3,084
|
|
|
|
14,473
|
|
|
|
12,983
|
|
|
Engineering, Research and Development Expense
|
|
|
1,995
|
|
|
|
1,545
|
|
|
|
6,781
|
|
|
|
5,591
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income/(Loss)
|
|
|
3,743
|
|
|
|
(495
|
)
|
|
|
6,866
|
|
|
|
5,596
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income and Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Income, net
|
|
|
47
|
|
|
|
57
|
|
|
|
173
|
|
|
|
245
|
|
|
Reversal of Impairment
|
|
|
1,134
|
|
|
|
-
|
|
|
|
1,134
|
|
|
|
-
|
|
|
Foreign Currency and Other Income/(Expense)
|
|
|
(240
|
)
|
|
|
(95
|
)
|
|
|
(642
|
)
|
|
|
(466
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income/(Loss) from Continuing Operations Before Income Taxes
|
|
|
4,684
|
|
|
|
(533
|
)
|
|
|
7,531
|
|
|
|
5,375
|
|
|
Income Tax Expense
|
|
|
(703
|
)
|
|
|
(795
|
)
|
|
|
(1,401
|
)
|
|
|
(2,548
|
)
|
|
Income/(Loss) from Continuing Operations
|
|
|
3,981
|
|
|
|
(1,328
|
)
|
|
|
6,130
|
|
|
|
2,827
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Litigation Settlement from Forest Products Business Unit
|
|
|
|
|
|
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|
|
|
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(net of $520 of tax benefits)
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|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,009
|
)
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Commercial Products Business Unit (net of $12 and $41
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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of tax expense in fiscal 2013, respectively, and $665 and $1,104
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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of tax benefits in fiscal 2012, respectively)
|
|
|
23
|
|
|
|
(1,292
|
)
|
|
|
80
|
|
|
|
(2,151
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income/(Loss)
|
|
$
|
4,004
|
|
|
$
|
(2,620
|
)
|
|
$
|
6,210
|
|
|
$
|
(333
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic Earnings/(Loss) Per Common Share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
0.46
|
|
|
($
|
0.16
|
)
|
|
$
|
0.72
|
|
|
$
|
0.34
|
|
|
Discontinued operations
|
|
|
0.00
|
|
|
|
(0.15
|
)
|
|
|
0.01
|
|
|
|
(0.38
|
)
|
|
Net Income/(Loss)
|
|
$
|
0.46
|
|
|
($
|
0.31
|
)
|
|
$
|
0.73
|
|
|
($
|
0.04
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted Earnings/(Loss) Per Common Share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
0.46
|
|
|
($
|
0.16
|
)
|
|
$
|
0.71
|
|
|
$
|
0.34
|
|
|
Discontinued operations
|
|
|
0.00
|
|
|
|
(0.15
|
)
|
|
|
0.01
|
|
|
|
(0.38
|
)
|
|
Net Income/(Loss)
|
|
$
|
0.46
|
|
|
($
|
0.31
|
)
|
|
$
|
0.72
|
|
|
($
|
0.04
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Common Shares Outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
8,583
|
|
|
|
8,398
|
|
|
|
8,512
|
|
|
|
8,433
|
|
|
Diluted
|
|
|
8,682
|
|
|
|
8,398
|
|
|
|
8,588
|
|
|
|
8,433
|
|
PERCEPTRON, INC.
SELECTED FINANCIAL DATA
(In Thousands)
|
Condensed Balance Sheets
|
|
June 30,
|
|
|
June 30,
|
|
|
|
|
2013
|
|
|
2012
|
|
|
Cash and Cash Equivalents
|
|
$
|
13,364
|
|
|
$
|
12,984
|
|
|
Short-term Investments
|
|
|
13,321
|
|
|
|
11,227
|
|
|
Receivables, net
|
|
|
22,266
|
|
|
|
15,982
|
|
|
Inventories, net
|
|
|
6,783
|
|
|
|
5,396
|
|
|
Assets of Discontinued Operations
|
|
|
-
|
|
|
|
1,365
|
|
|
Other Current Assets
|
|
|
2,810
|
|
|
|
3,519
|
|
|
Total Current Assets
|
|
|
58,544
|
|
|
|
50,473
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and Equipment, net
|
|
|
5,578
|
|
|
|
5,497
|
|
|
Long-term Investments
|
|
|
725
|
|
|
|
2,192
|
|
|
Deferred Tax Asset
|
|
|
9,298
|
|
|
|
8,647
|
|
|
Total Non-Current Assets
|
|
|
15,601
|
|
|
|
16,336
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
74,145
|
|
|
$
|
66,809
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts Payable
|
|
$
|
2,561
|
|
|
$
|
1,519
|
|
|
Deferred Revenue
|
|
|
6,496
|
|
|
|
7,812
|
|
|
Liabilities of Discontinued Operations
|
|
|
-
|
|
|
|
1,443
|
|
|
Other Current Liabilities
|
|
|
8,193
|
|
|
|
3,776
|
|
|
Total Current Liabilities
|
|
|
17,250
|
|
|
|
14,550
|
|
|
Shareholders' Equity
|
|
|
56,895
|
|
|
|
52,259
|
|
|
Total Liabilities and Shareholders' Equity
|
|
$
|
74,145
|
|
|
$
|
66,809
|
|