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 December  31, 2015.

 

Commission file number:  0-20206

 

PERCEPTRON, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

(734) 414-6100

(Registrant’s 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.

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

 

The number of shares outstanding of each of the issuer’s classes of common stock as of February 4, 2016, was:

 

 

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PERCEPTRON, INC. AND SUBSIDIARIES

INDEX TO FORM 10-Q

For the Quarter Ended December 31, 2015

 

 

 

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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 Company’s 2015 Annual Report on Form 10-K.  The Consolidated Financial Statements include the operating results of the Company’s acquisitions of Next Metrology Software s.r.o., (“NMS”), which was consummated on January 29, 2015, and Coord3 S.r.l., (“Coord3”), which was consummated on February 27, 2015, from their acquisition dates.  See Note 3, “Acquisitions”, below.  In the opinion of management, the unaudited information furnished herein reflects all adjustments necessary for a fair presentation of the financial statements for the periods presented.  The results of operations for any interim period are not necessarily indicative of the results of operations for a full year.

 

2.New Accounting Pronouncements 

 

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP.  The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services.  ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP.  The standard will be effective for annual periods beginning after December 15, 2017 (as amended in August, 2015, by ASU 2015-14, Deferral of the Effective Date), and interim periods therein, using either of the following transition methods:  (i) a full retrospective approach reflecting the applications of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures).  We are currently evaluating the impact of our pending adoption of ASU 2014-09 on our consolidated financial statements and have not yet determined the method by which we will adopt the standard in fiscal year 2019 (effective dates amended by ASU 2015-14).

 

In July 2015, the FASB issued Accounting Standards Update No. 2015-11, Simplifying the Measurement of Inventory, (ASU 2015-11), which changes the measurement of inventory at the lower of cost and net realizable value.  Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation.  There were also amendments to the guidance to more clearly articulate the requirements for the measurement and disclosure of inventory.  ASU 2015-11 is effective for the Company beginning July 1, 2017 and is not expected to have a significant impact on the Company’s consolidated financial statements or disclosures.

 

In September 2015, the FASB issued Accounting Standards Update No. 2015-16, Business Combinations – Simplifying the Accounting for Measurement-Period Adjustments, (ASU 2015-16), which requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined.  The amendments in this update require that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date.  ASU 2015-16 is effective for the Company beginning July 1, 2016 and is not expected to have a significant impact on the Company’s consolidated financial statements or disclosures.

 

In November 2015, the FASB issued Accounting Standards Update No. 2015-17, Balance Sheet Classification of Deferred Taxes, (ASU 2015-17), which requires all deferred tax assets and liabilities, included related valuation allowances, be classified as non-current on the Company’s consolidated balance sheets.  ASC 2015-17 is effective for the Company beginning July 1, 2017 and is not expected to have a significant impact on the Company’s consolidated financial statements or disclosures.

 

In January 2016, the FASB issued Accounting Standards Update No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (ASU2016-01), which amends certain aspects of recognition, measurement, presentation and disclosure of financial instruments.  ASC 2016-01 is effective for the Company beginning July 1, 2018 and is not expected to have a significant impact on the Company’s consolidated financial statements or disclosures.

 

3.Acquisitions

 

The Consolidated Financial Statements include the operating results of the Company’s acquisitions of NMS, which was consummated on January 29, 2015, and Coord3, which was consummated on February 27, 2015, from their acquisition dates.  The following proforma information for the three and six months ended December 31, 2014 is based on the assumption that the acquisitions of NMS and Coord3 occurred on July 1, 2014 (in thousands, except per share amounts): 

 

 

 

 

 

 

 

 

 

4.Goodwill

 

Goodwill represents the excess purchase price over the fair value of the net amounts assigned to assets acquired and liabilities assumed in connection with the Company’s acquisitions.  Under FASB Accounting Standards Codification, or ASC Topic 805 “Business Combinations”, the Company is required to test goodwill for impairment annually or more frequently, whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit with goodwill below its carrying amount.  Application of the goodwill impairment test requires judgment, including assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit.

 

The qualitative events or circumstances that could affect the fair value of a reporting unit could include economic conditions; industry and market considerations, including competition; increases in raw materials, labor, or other costs; overall financial performance such as negative or declining cash flows; relevant entity-specific events such as changes in management, key personnel, strategy, or customers; sale or disposition of a significant portion of a reporting unit; and regulatory or political developments.  If based upon these qualitative factors, it is more likely than not that the fair value of the reporting unit is greater than its carrying amount, then the first and second steps of the goodwill impairment tests described below are not necessary. 

 

If the qualitative review indicates it is more likely than not that the fair value of the reporting unit is less than its carrying amount, a two-step quantitative impairment test is performed to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized, if any.  Step 1 is to identify potential impairment by comparing fair value of a reporting unit with its carrying value, including goodwill.  If the fair value is lower than the carrying value, this is an indication of goodwill impairment and Step 2 must be performed.  Under Step 2, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill.  This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for the business, estimation of the useful life over which cash flows will occur, and determination of the Company’s weighted average cost of capital.  The estimates used to calculate the fair value of a reporting unit change from year to year based on operating results, market conditions, foreign currency fluctuations and other factors.  Changes in these estimates and assumptions could materially affect the determination of fair value and could result in goodwill impairment for a reporting unit, negatively impacting the Company’s results of operations for the period and financial position.

 

The valuation of assets and assumed liabilities, including goodwill, resulting from the acquisition of Coord3 and NMS is reflective of the reporting unit values based on the long-term financial forecast for the business.  It is possible that the Company may not realize its forecasts.  Given the value assigned to goodwill during the purchase price allocation, the Company will closely monitor the performance of the business versus the long-term forecast to determine if any impairments arise.  Goodwill is recorded in the local currency of the acquired entities and foreign currency effects will continue to impact the balance of goodwill in future periods.  Goodwill related to the acquisition of Coord3 and NMS as of June 30, 2015 was $7,499,000 and as of December 31, 2015 was $7,403,000.  The change of $96,000 was due to the change in foreign currency rates from June 30, 2015 to December 31, 2015.

 

5.Intangibles

 

The Company has acquired intangible assets in addition to goodwill in connection with the acquisition of Coord3 and NMS.  These assets are susceptible to shortened estimated useful lives and changes in fair value due to changes in their use, market or economic changes, or other events or circumstances. The Company evaluates the potential impairment of these intangible assets whenever events or circumstances indicate their carrying value may not be recoverable.  Factors that could trigger an impairment review include historical or projected results that are less than the assumptions used in the original valuation of an intangible asset, a change in the Company’s business strategy or its use of an intangible asset, or negative economic or industry trends.

 

If an event or circumstance indicates that the carrying value of an intangible asset may not be recoverable, the Company assesses the recoverability of the asset by comparing the carrying value of the asset to the sum of the undiscounted future cash flows that the asset is expected to generate over its remaining economic life. If the carrying value exceeds the sum of the undiscounted future cash flows, the Company compares the fair value of the intangible asset to the carrying value and records an impairment loss for the difference.  The Company generally estimates the fair value of its intangible assets using the income approach based upon a discounted cash flow model. The income approach requires the use of many assumptions and estimates including future revenues and expenses, discount factors, income tax rates, the

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identification of groups of assets with highly independent cash flows, and assets’ economic lives. Volatility in the global economy makes these assumptions and estimates more judgmental. Actual future operating results and the remaining economic lives of our other intangible assets could differ from those used in assessing the recoverability of these assets and could result in an impairment of other intangible assets in future periods.  The change in intangible assets is shown below (in thousands):

 

 

Amortization expense for the three month periods ended December 31, 2015 and 2014 was $321,000 and $0, respectively.  Amortization expense for the six month periods ended December 31, 2015 and 2014 was $585,000 and $0, respectively.

 

The estimated amortization by year is as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

6.Revenue Recognition

 

The Company recognizes revenue related to products and services upon shipment when title and risk of loss have passed to the customer or upon completion of the service, there is persuasive evidence of an arrangement, the sales price is fixed or determinable, collection of the related receivable is reasonably assured and customer acceptance criteria, if any, have been successfully demonstrated.

 

The Company also has multiple element arrangements in its Measurement Solutions product line that may include elements such as, equipment, installation, labor support and/or training.  Each element has value on a stand-alone basis and the delivered elements do not include general rights of return.  Accordingly, each element is considered a separate unit of accounting.  When available, the Company allocates arrangement consideration to each element in a multiple element arrangement based upon vendor specific objective evidence (“VSOE”) of fair value of the respective elements. When VSOE cannot be established, the Company attempts to establish the selling price of each element based on relevant third-party evidence.  The Company’s products contain a significant level of proprietary technology, customization or differentiation such that comparable pricing of products with similar functionality cannot be obtained; in these cases, the Company uses its best estimate of selling price (“BESP”).  The Company determines the BESP for a product or service by considering multiple factors including, but not limited to, pricing practices, internal costs, geographies and gross margin.

 

For multiple element arrangements, the Company defers from revenue recognition the greater of the relative fair value of any undelivered elements of the contract or the portion of the sales price of the contract that is not payable until the undelivered elements are completed.  As part of this evaluation, the Company limits the amount of revenue recognized for delivered elements to the amount that is not contingent on the future delivery of products or services, including a consideration of payment terms that delay payment until those future deliveries are completed. 

 

Some multiple element arrangements contain installment payment terms with a final payment (“final buy-off”) due upon the Company’s completion of all elements in the arrangement or when the customer’s final acceptance is received.  The Company recognizes revenue for each completed element of a contract when it is both earned and realizable.  A provision for final customer acceptance generally does not preclude revenue recognition for the delivered equipment element because the Company rigorously tests equipment prior to shipment to ensure it will function in the customer’s environment.  The final acceptance amount is assigned to specific element(s) identified in the contract, or if not specified in the contract, to the last element or elements to be delivered that represent an amount at least equal to the final payment amount.

 

The Company’s Measurement Solutions products are designed and configured to meet each customer’s specific requirements.  Timing for the delivery of each element in the arrangement is primarily determined by the customer’s requirements and the number of elements ordered.  Delivery of all of the multiple elements in an order will typically occur over a three to 15 month period after the order is received. The

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Company does not have price protection agreements or requirements to buy back inventory.  The Company’s history demonstrates that sales returns have been insignificant. 

 

7.Financial Instruments

 

For a discussion on the Company’s fair value measurement policies for Financial Instruments, refer to Note 1 to the Consolidated Financial Statements, “Summary of Significant Accounting Policies – Financial Instruments”, of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2015.

 

The Company has not changed its valuation techniques in measuring the fair value of any financial assets and liabilities during the period.

 

The following table presents the Company’s investments at December 31, 2015 and June 30, 2015 that are measured and recorded at fair value on a recurring basis consistent with the fair value hierarchy provisions of ASC 820, “Fair Value Measurements and Disclosures” (in thousands).  The fair value of the Company’s investments approximates their cost basis.

Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates.

 

8.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 inventory impairment for the effects of engineering change orders, age and use of inventory that affect the value of the inventory.  The reserve for obsolescence creates a new cost basis for the impaired inventory.  When inventory that has previously been impaired is sold or disposed of, the related obsolescence reserve is reduced resulting in the reduced cost basis being reflected in cost of goods sold.  A detailed review of the inventory is performed annually with quarterly updates for known changes that have occurred since the annual review.  Inventory, net of reserves of $1,153,000 and $1,436,000 at December 31, 2015 and June 30, 2015, respectively, is comprised of the following (in thousands):

 

 

 

 

 

 

 

9.Short-Term and Long-Term Investments

 

The Company accounts for its investments in accordance with ASC 320, “Investments – Debt and Equity Securities.”   Investments with a maturity greater than three months and up 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 fair market value using the specific identification method. Investments expected to be held to maturity or until market conditions improve are measured at amortized cost in the statement of financial position if it is the Company’s intent and ability to hold those securities long-term. At each balance sheet date, the Company evaluates its investments for possible other-than-temporary impairment, which involves significant judgment. In making this judgment, management reviews factors such as the length of time and extent to which fair value has been below the cost basis, the anticipated recovery period, the financial condition of the issuer, the credit rating of the instrument and the Company’s ability and intent to hold the investment for a period of time which may be sufficient for recovery of the cost basis. Any unrealized gains and losses on securities are reported as other

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comprehensive income as a separate component of shareholders’ equity until realized or until a decline in fair value is determined to be other than temporary. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded in the income statement. If market, industry, and/or investee conditions deteriorate, future impairments may be incurred.

 

At December 31, 2015, the Company had $3.9 million of short-term investments that primarily represented investments in time deposits.  Included in short-term investments is restricted cash that serves as collateral for bank guarantees that provide financial assurance that the Company will fulfill certain customer obligations in China.  The cash is restricted as to withdrawal or use while the related bank guarantees are outstanding.  Interest is earned on the restricted cash and recorded as interest income. At December 31, 2015 and June 30, 2015, restricted cash in short-term investments was $102,000 and $238,000, respectively.

 

At December 31, 2015, the Company held a long-term investment in preferred stock that is not registered under the Securities Act of 1933, as amended,  and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The preferred stock investment is currently recorded at $725,000 after consideration of impairment charges recorded in fiscal years 2008 and 2009.  The Company estimated that the fair market value of this investment at December 31, 2015 exceeded $725,000 based on observable market activity and an internal valuation model which included the use of a discounted cash flow model. The fair market analysis considered the following key inputs, (i) the underlying structure of the security; (ii) the present value of the future principal, discounted at rates considered to reflect current market conditions; and (iii) the time horizon that the market value of the security could return to its cost and be sold. Under ASC 820, “Fair Value Measurements”, such valuation assumptions are defined as Level 3 inputs. 

 

The Company also held a long-term time deposit for $88,000.  This time deposit serves as collateral for a bank guarantee that provides financial assurance that the Company will fulfill certain customer obligations in China.  The cash is restricted as to withdrawal or use while the related bank guarantee is outstanding.  Interest is earned on the restricted cash and recorded as interest income.

   

 

10.Credit Facilities      

 

The Company had approximately $199,000 and no bank debt outstanding at December 31, 2015 and June 30, 2015, respectively. 

 

On October 30, 2015, the Company entered into an Eighth Amendment to the Company’s Amended and Restated Credit Agreement with Comerica Bank (“Credit Agreement”).  The Eighth Amendment changed the Credit Agreement to an on-demand line of credit from a committed line of credit that previously required the Company to pay a commitment fee of .15% per annum.  The maximum permitted borrowings increased from $6.0 million to $10.0 million.  The borrowing base was amended to add an amount equal to the lesser of 50% of eligible inventory or $4.0 million to the existing formula of the lesser of 80% of eligible receivables. At December 31, 2015, the Company’s maximum borrowing under this facility was approximately $4.5 million.  Proceeds under the Credit Agreement may be used for working capital and capital expenditures.  Security for the Credit Agreement is substantially all non-real estate assets of the Company held in the United States.  Borrowings are designated as a Libor-based Advance or as a Prime-based Advance if the Libor-based Advance is not available.  Interest on Libor-based Advances is calculated at 2.35% above the Libor Rate offered at the time for the period chosen, and is payable on the last day of the applicable period.  The Company is required to maintain a Tangible Net Worth of at least $29.0 million, down from the $31.0 million requirement in effect prior to October 30, 2015.  The Company was in compliance with the Tangible Net Worth financial covenant at December 31, 2015.  The Company is also required to have no advances outstanding under the Credit Agreement for 30 days (which need not be consecutive) during each calendar year.  At December 31, 2015, the Company did not have any borrowings outstanding under the Credit Agreement. 

 

At December 31, 2015, the Company's German subsidiary (“GmbH”) had an unsecured credit facility totaling 350,000 Euros (equivalent to approximately $390,000).  The facility allows 100,000 Euros to be used to finance working capital needs and equipment purchases or capital leases.  The facility allows up to 250,000 Euros to be used for providing bank guarantees.  Any borrowings for working capital needs will bear interest at 3.99%.  Any outstanding bank guarantees will bear interest at 2.0%.  The GmbH 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 December 31, 2015 and June 30, 2015, GmbH had no borrowings or bank guarantees outstanding.

 

During the second quarter of fiscal 2016, Coord3 entered into a secured credit facility totaling 200,000 Euros (equivalent to approximately $220,000).  This credit facility is collateralized by certain account receivable balances and has an annual effective interest rate of 1.91357%.  The Coord3 credit facility is cancelable at any time by either Coord3 or the bank and any amounts then outstanding would become immediately due and payable.  At December 31, 2015 there was an outstanding balance of 182,000 Euros (equivalent to approximately $199,000).

 

11.Current and Long-Term Taxes Payable

 

The Company acquired current and long-term taxes payable as part of the purchase of Coord3.  The tax liabilities represent income and payroll related taxes that are payable in accordance with government authorized installment payment plans.  These installment plans require varying monthly payments through January 2021. 

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12.Other Long-Term Liabilities

 

Other long-term liabilities at December 31, 2015 and June 30, 2015 include long-term contractual and statutory severance liabilities for the Company’s employees located in Italy that represent amounts which will be payable to employees upon termination of employment. At June 30, 2015, the Company also had a long-term liability of 300,000 Euros representing a deferred purchase price payable 18 months following the closing of the Coord3 acquisition to the extent not used to cover indemnification obligations.  At December 31, 2015, this liability is recorded in current accrued liabilities.

 

13.Stock-Based Compensation

 

The Company maintains a 2004 Stock Incentive Plan (“2004 Plan”) covering substantially all company employees, non-employee directors and certain other key persons.  Options previously granted under a 1998 Global Team Member Stock Option Plan (“1998 Plan”) will continue to be maintained until all options are exercised, cancelled or expire.  No further grants are permitted to be made under the terms of the 1998 Plan.  The 2004 Plan is administered by a committee of the Board of Directors, the Management Development, Compensation and Stock Option Committee.  The 1998 Plan is administered by the President of the Company.

 

Awards under the 2004 Plan may be in the form of stock options, stock appreciation rights, restricted stock or restricted stock units, performance share awards, director stock purchase rights and deferred stock units; or any combination thereof.  The terms of the awards will be determined by the Management Development, Compensation and Stock Option Committee, except as otherwise specified in the 2004 Plan. 

 

Stock Options

 

Options outstanding under the 2004 Plan generally become exercisable at 25% or 33.3% per year beginning one year after the date of grant and expire ten years after the date of grant.  All options outstanding under the 1998 Plan are vested and expire ten years from the date of grant.  Option prices from options granted under these plans must not be less than fair market value of the Company’s stock on the date of grant.  The Company uses the Black-Scholes model for determining stock option valuations.  The Black-Scholes model requires subjective assumptions, including future stock price volatility and expected time to exercise, which affect the calculated values.  The expected term of option exercises is derived from historical data regarding employee exercises and post-vesting employment termination behavior.  The risk-free rate of return is based on published U.S. Treasury rates in effect for the corresponding expected term.  The expected volatility is based on historical volatility of the Company’s stock price.  These factors could change in the future, which would affect the stock-based compensation expense in future periods. 

 

The Company recognized operating expense for non-cash stock-based compensation costs related to stock options in the amount of $168,000 and $263,000 in the three and six months ended December 31, 2015, respectively.  The Company recognized operating expense for non-cash stock-based compensation costs related to stock options in the amount of $74,000 and $159,000 in the three and six months ended December 31, 2014, respectively. As of December 31, 2015, the total remaining unrecognized compensation cost related to non-vested stock options amounted to approximately $1,383,000.  The Company expects to recognize this cost over a weighted average vesting period of 2.65 years.

 

During the three months ended December 31, 2015 and 2014, the Company granted 187,420 and 100,000 stock options, respectively.  The estimated fair value as of the date options were granted during the periods presented, using the Black-Scholes option-pricing model, is shown in the table below.    

The Company received approximately $23,000 and $46,000 in cash from option exercises under all share-based payment arrangements for the three and six months ended December 31, 2015, respectively.  The Company received approximately $151,000 and $153,000 in cash from option exercises under all share-based payment arrangements for the three and six months ended December 31, 2014, respectively. 

 

Restricted Stock and Restricted Stock Units

 

The Company’s restricted stock and restricted stock units under the 2004 Plan have been awarded by three methods as follows:  One, awards that are earned based on an individual’s achievement of performance goals during the initial fiscal year with either a subsequent one year

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service vesting period or with a one-third vesting requirement on the first,  second and third anniversary of the issuance, provided the individual’s employment has not terminated prior to the vesting date and are freely transferable after vesting; two, awards that are earned based on the Company achieving certain revenue and operating income results with a subsequent one-third vesting requirement on the first,  second and third anniversary of the issuance provided the individual’s employment has not terminated prior to the vesting date and are freely transferable after vesting; and three, awards to non-management members of the Board of Directors with a subsequent one-third vesting requirement on the first,  second and third anniversary of the issuance provided the service of the non-management member of the Board of Directors has not terminated prior to the vesting date and are freely transferable after vesting.  The grant date fair value associated with the restricted stock is calculated in accordance with ASC 718 “Compensation – Stock Compensation”.  Compensation expense related to restricted stock and restricted stock unit awards is based on the closing price of the Company’s Common Stock on the grant date authorized by the Company’s Board of Directors, multiplied by the number of restricted stock and restricted stock unit awards expected to be issued and vested and is amortized over the combined performance and service periods.  The non-cash stock-based compensation expense recorded for restricted stock and restricted stock unit awards for the three months and six months ended December 31, 2015 was $57,000 and $109,000, respectively.    The non-cash stock-based compensation expense recorded for restricted stock and restricted stock unit awards for the three months and six months ended December 31, 2014 was $21,000 and $86,000, respectively. As of December 31, 2015, the total remaining unrecognized compensation cost related to restricted stock and restricted stock unit awards amounted to $223,230.

 

A summary of the status of restricted stock and restricted stock unit awards issued at December 31, 2015 is presented in the table below.

 

 

 

 

 

 

 

 

 

14.Earnings Per Share

 

Basic earnings per share (“EPS”) is calculated by dividing net income by the weighted average number of common shares outstanding during the period.  Other obligations, such as stock options, are considered to be potentially dilutive common shares.  Diluted EPS assumes the issuance of potential dilutive common shares outstanding during the period and adjusts for any changes in income and the repurchase of common shares that would have occurred from the assumed issuance, unless such effect is anti-dilutive.  The calculation of diluted shares also takes into effect the average unrecognized non-cash stock-based compensation expense and additional adjustments for tax benefits related to non-cash stock-based compensation expense.

 

The Company excludes all options to purchase common stock from the computation of diluted EPS in periods of net losses because the effect is anti-dilutive.  Options to purchase 709,634 and 313,250 shares of common stock outstanding in the three months ended December 31, 2015 and 2014, respectively, were not included in the computation of diluted EPS because the effect would have been anti-dilutive.  Options to purchase 449,464 and 286,516 shares of common stock outstanding in the six months ended December 31, 2015 and 2014, respectively, were not included in the computation of diluted EPS, because the effect would have been anti-dilutive.

 

15.Commitments and Contingencies

 

The Company may, from time to time, be subject to litigation and other claims in the ordinary course of its business.  The Company accrues for estimated losses arising from such litigation or claims if it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. 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 litigation and claims is subject to significant uncertainty, changes in the factors used in the Company’s evaluation could materially impact the Company’s financial position or results of operations.

 

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 civil suit filed by 3CEMS, a Cayman Islands and People’s Republic of China corporation, in the U.S. District Court for the Eastern District of Michigan and served on the Company on or about January 7, 2015.  The suit alleges that the Company breached its contractual obligations by failing to pay for component parts to be used to manufacture optical video scopes for the Company’s discontinued Commercial Products Business Unit.  3CEMS alleged that it purchased the component parts in advance of the receipt of orders from the Company based upon instructions they claimed to have received from the Company.  The suit alleged damages of not less than $4.0 million.  The Company intends to vigorously defend against 3CEMS’ claims.  Because of the inherent uncertainty of litigation and claims such as the 3CEMS Matter, the Company is unable to reasonably estimate a possible loss or range of loss relating to the 3CEMS Matter.

 

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As part of routine evaluation procedures, the Company identified a potential concern regarding the employment status and withholding for several individuals in one of the Company’s foreign jurisdictions.  During the third quarter of fiscal 2015, the Company estimated a range of the potential financial liability related to this matter of 486,000 Euros to 1 million Euros.  The Company is not able to reasonably estimate the amount within this range that it will be required to pay for this matter.  As a result, the Company recorded a reserve of 486,000 Euros (equivalent to approximately $547,000) representing the minimum amount the Company estimates will be paid.  During the first half of fiscal 2016, the Company paid approximately 449,000 Euros leaving a balance in the reserve of approximately 37,000 Euros.  The Company expects final resolution of this matter in the next few months. The Company does not expect that the resolution of this matter will have a detrimental effect on the conduct of the Company’s business in this foreign jurisdiction.

 

16.Subsequent Events

 

On January 26, 2016, the Company entered into a Release Agreement with its former Chief Executive Officer (“CEO”) in connection with resignation of his employment with the Company as well as membership on the Company’s Board of Directors.  The Company agreed to (i) the continuation of payment of his annual base salary of $367,500 for the 12 months following this termination, (ii) payment of a prorated portion of any bonus he would have earned for fiscal 2016, (iii) reimbursement of premiums associated with COBRA benefits related to dental and vision for the 12 months following this termination, (iv) continuation of premiums related to the current executive life insurance policy and supplemental executive disability policy for the severance period, and (v) continuation of payment of his car benefit allowance of $850 per calendar month for the severance period.  In addition, if the Company incurs a change in control within six months after the termination, he shall receive additional severance payments/benefits.  The former CEO agreed to release, waive and discharge the Company from all claims, rights and liabilities.

 

As a result of this resignation, the Company appointed the current Chairman of the Board of Directors as interim President and CEO. 

 

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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

 

SAFE HARBOR STATEMENT 

 

Certain statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operations 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 2016, and future results, operating data, new order bookings, revenue, expenses, income and backlog levels, the timing of revenue and income from new products which we have recently released or have not yet released, the timing of the introduction of new products and expansion into new industry sectors, our ability to fund our fiscal year 2016 and future cash flow requirements.  Whenever possible, we have identified these forward-looking statements by words such as “will,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “prospects,” “outlook” or similar expressions.  We claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for all of our forward-looking statements.  While we believe that our forward-looking statements are reasonable, you should not place undue reliance on any such forward-looking statements, which speak only as of the date made.  Because these forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control or are subject to change, actual results could be materially different.  Factors that might cause such a difference include, without limitation, the risks and uncertainties discussed from time to time in our periodic reports filed with the Securities and Exchange Commission, including those listed in “Item 1A – Risk Factors” of our Annual Report on Form 10-K for fiscal 2015.  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. 

 

OVERVIEW

 

Perceptron, Inc. (“Perceptron” or the “Company”) 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.  The Company’s primary operations are in North America, Europe and Asia.  The Company has one operating segment, because all of our products rely on our core laser technology.  However, products are divided into three lines:

 

The largest end-use market we served is the automotive industry.

 

New automotive vehicle tooling programs represent the most important selling opportunity for the Company’s In-Line and Near-Line Measurement Solutions products.  The number and timing of new vehicle tooling programs varies based on the plan of the individual automotive manufacturers.  The existing installed base of In-Line and Near-Line Measurement Solutions products also provides a continuous revenue stream in the form of system additions, upgrades and modifications as well as Value Added Services such as customer training and support. 

 

The Company’s Off-Line and 3D Scanning products, including our newly acquired CMM products, are used by and targeted to a wide variety of industrial customers, with the automotive industry representing the largest market for industrial metrology products.  The Company acquired Coord3 and NextMetrology in the third quarter of fiscal 2015.  We have developed a number of new products in the past year for the 3D Scanning and CMM markets.  Our marketing and sales efforts remain in the early stages and the acceptance and adoption rate in the market will be better understood over the next several quarters.

 

RESULTS OF OPERATIONS

 

Three Months Ended December 31, 2015 Compared to Three Months Ended December 31, 2014

 

Overview – The Company reported a net loss of $1.5 million, or ($0.17) per diluted share, for the second quarter of fiscal 2016 compared with a net income of $2.8 million, or $0.30 per diluted share, for the second quarter of fiscal 2015.   

 

Our quarterly results vary from quarter to quarter and are dependent upon delivery and installation schedules determined by our customers.  These schedules are subject to change by the customer and are not controlled by the Company.  

 

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Bookings – Bookings represent new orders received from our customers.  We expect the level of new orders to fluctuate from quarter to quarter and do not believe new order bookings during any particular period are indicative of the future operating performance of the Company. 

 

Bookings by geographic location were: 

 

 

Bookings were $20.6 million in the second quarter of fiscal 2016, an increase of $7.9 million or 62.2% from bookings in the second quarter of fiscal 2015.  The increase was primarily related to the third quarter of fiscal year 2015 acquisition of Coord3, which resulted in new CMM bookings in every region, primarily in Europe and the Americas.  The Europe region bookings increased $3.4 million due to CMM bookings, as well as increased orders for In-Line and Near-Line Measurement Solutions, partially offset by an unfavorable foreign currency impact of approximately $0.9 million, due to the weakening of the Euro.  The Americas region bookings were higher, primarily due to increased orders for In-Line and Near-Line Measurement Solutions and $1.1 million from CMM bookings, partially offset by lower 3D Scanning Products sales.  The decrease in Asia was primarily due to lower In-Line and Near-Line Measurement Solutions orders, which were deferred due to soft economic conditions, primarily in China, as well as an unfavorable foreign currency impact, primarily from the Chinese Yuan, partially offset by increased bookings of $0.3 million from CMM.

 

Backlog – Backlog represents orders or bookings received by the Company that have not yet been filled.  We believe that the level of backlog during any particular period is not necessarily indicative of the future operating performance of the Company.  Although most of the backlog is subject to cancellation by the customer, we expect to fill substantially all of the orders in the backlog during the following twelve months. 

 

Backlog by geographic location was:

 

 

Backlog at December 31, 2015 was $40.4 million, an increase of $1.4 million or 3.6% compared to December 31, 2014.  The backlog increased primarily as a result of $4.8 million related to CMM orders, partially offset by declines for In-Line and Near-Line Measurement Solutions.

 

Sales – Sales of $17.2 million for the second quarter of fiscal 2016 decreased $6.4 million, or 27.1%, when compared to the same period a year ago. 

 

Net sales by geographic location were:

 

The sales decrease of $6.4 million is primarily due to lower shipments and installations of In-Line and Near-Line Measurement Solutions in the Americas and Europe regions, as well as an unfavorable foreign currency impact of $0.7 million due to the impact of a stronger US dollar

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compared to the Euro and $0.2 million due to the strength of the US dollar against both the Chinese Yuan and the Japanese Yen.  These unfavorable impacts were partially offset by an increase in our new CMM products of $3.4 million in our Europe region, $0.4 million in the Americas region and $0.2 million in the Asia region.  

 

Gross Profit –Gross profit percentage was 29.6% in the second quarter of fiscal 2016 compared to 48.0% in the same quarter a year ago.  The lower gross profit percentage in the fiscal 2016 quarter was primarily the result of the inclusion of the CMM product line at a lower gross profit percentage compared to our traditional products as well as unfavorable currency impact and lower absorption of fixed costs as a result of the lower sales level.

 

Selling, General and Administrative (SG&A) Expenses – SG&A expenses were approximately $5.4 million in the second quarter of fiscal 2016, an increase of $0.5 million compared to the second quarter a year ago.  The increase is primarily due to legal costs incurred as the plaintiff in defense of our proprietary information and a related dispute with a former contractor as well as inclusion of the CMM business partially offset by direct transaction costs incurred during the second quarter of fiscal 2015 related to the acquisitions that concluded in the third quarter of fiscal 2015.

 

Engineering, Research and Development (R&D) Expenses – Engineering, research and development expenses was approximately $2.0 million in both the second quarter of fiscal 2016 and 2015. 

 

Interest Income (Expense), net – Net interest expense was $25,000 in the second quarter of fiscal 2016 compared with net interest income of $76,000 in the second quarter of fiscal 2015.  This change was due to the decrease in interest income, primarily as a result of lower invested cash balances in 2016 compared to 2015, as well as the addition of interest expense on liabilities acquired in the Coord3 acquisition.

 

Foreign Currency Gain (Loss) – Foreign Currency gain (loss) in the second quarter of fiscal 2016 was a net gain of $58,000 compared to a net loss of $376,000 in the second quarter of fiscal year 2015. The favorable change was primarily related to the volatility of the Brazilian Real, Euro, and to a lesser extent the Indian Rupee, in the second quarter of fiscal 2015.

 

Other Income – Other income primarily represents dividend income received on the Company’s long term investments.

 

Income Taxes – The effective tax rate for the second quarter of fiscal year 2016 was 27.8% compared to 33.0% in the second quarter of fiscal year 2015.  The effective tax rate in both fiscal quarters primarily reflects the effect of the mix of pre-tax income and loss across the Company’s various tax jurisdictions and their respective tax rates.

 

Six Months Ended December 31, 2015 Compared to Six Months Ended December 31, 2014

 

Overview – For the first half of fiscal 2016, the Company reported net loss of $3.7 million or ($0.39) per diluted share, compared to net income of $739,000 or $0.08 per diluted share, for the first half of fiscal 2015.

 

Bookings – Bookings represent new orders received from customers.  New order bookings for the six months ended December 31, 2015 were $33.8 million compared to $34.4 million for the same period one year ago.  We expect the level of new orders to fluctuate from period to period and do not believe new order bookings during any particular period are indicative of the future operating performance of the Company.

 

Bookings by geographic location were: 

 

 

The overall slight decrease in bookings of $0.6 million for the six-month period of fiscal 2016 compared to the six-month period of fiscal 2015 was primarily due to our Asia and Americas regions, partially offset by increases in our Europe region.  The decrease in our Asia region is primarily due to orders being deferred due to the soft economic conditions, primarily in China, as well as an unfavorable foreign exchange impact primarily from the Chinese Yuan, partially offset by increased bookings from the new CMM product line of $0.3 million.  The decrease in our Americas region was due to lower bookings in our In-Line and Near-Line Measurement product lines as well as unfavorable foreign currency impact of $0.1 million related to a weaker Brazilian Real to US dollar exchange rate, partially offset by an increase of $1.7 million from our new CMM product.  The increase in our Europe region is primarily related to $6.3 million from our new CMM product line, partially offset by an unfavorable foreign currency impact of $1.5 million due to the weaker Euro to US dollar exchange rate.

 

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Sales – Net sales in the first six months of fiscal 2016 were $32.3 million, compared to $34.8 million for the six months of fiscal 2015.  Net sales by geographic location were:

 

 

The $2.5 million decrease in sales was primarily due to the Americas region due to lower shipment and installations of our In-Line Measurement product line, partially offset by an increase of $1.1 million from our new CMM product line.  This decrease in the Americas region is partially offset by increases in our Europe region, due to $6.1 million from our new CMM product line, partially offset by $1.3 million of unfavorable currency impact due to the US dollar strengthening against the Euro and declines in shipments and installations of our In-Line Measurement product line.  Our Asia region also had a slight increase in sales, primarily due to $0.4 million from our new CMM product line, partially offset by unfavorable currency impacts resulting from the strengthening of the US dollar against both of the Chinese Yuan and Japanese Yen.

 

Gross Profit – Gross profit was $9.5 million, or 29.5% of sales, in the first half of fiscal 2016, as compared to $14.4 million, or 41.5% of sales, in the first half of fiscal 2015.  This decrease was primarily due to the inclusion of the CMM product line, increased payroll-related and contractor costs and the impact of fixed overhead costs on the lower sales level.

 

Selling, General and Administrative (SG&A) Expenses – SG&A expenses were $10.7 million in the first half of fiscal 2016 compared to $9.0 million in the same period one year ago.    This increase of $1.7 million was primarily due to legal costs incurred as the plaintiff in defense of our proprietary information and a related dispute with a former contractor as well as inclusion of the CMM business, partially offset by direct acquisition costs incurred during the first half of fiscal 2015.

 

Engineering, Research and Development (R&D) Expenses – Engineering and R&D expenses were $4.2 million for the six months ended December 31, 2015 compared to $3.7 million for the six-month period a year ago.  The $0.5 million increase was primarily due to higher engineering materials to support new product development of approximately $0.3 million, increased payroll-related costs of approximately $0.1 million and R&D related expenses for our two newly acquired companies of $0.1 million.

 

Interest Income (Expense), net – Net interest expense was $46,000 in the first half of fiscal 2016 compared with net interest income of $154,000 in the first half of fiscal 2015. This change was due to the decrease in interest income, primarily as a result of lower invested cash balances in 2016 compared to 2015, as well as the addition of interest expense on liabilities acquired in the Coord3 acquisition.

 

Foreign Currency Gain (Loss) – Foreign Currency gain (loss) in the first half of fiscal 2016 was a net gain of $59,000 compared to a net loss of $930,000 in the first half of fiscal year 2015. The favorable change was primarily related to the volatility of the Euro, Japanese Yen and to a lesser extent the Brazilian Real, in the first half of fiscal 2015.

 

Other Income – Other income primarily represents dividend income received on the Company’s long term investments.

 

Income Taxes – The effective tax rate for the first six months of fiscal 2016 was 29.4% compared to 28.1% in the first half of fiscal 2015.  The effective tax rate in both fiscal periods primarily reflected the effect of the mix of pre-tax income and loss among the Company’s various operating entities and their countries’ respective tax rates.    

 

LIQUIDITY AND CAPITAL RESOURCES

 

Cash on Hand.  The Company’s cash and cash equivalents were $4.8 million at December 31, 2015, compared to $11.5 million at June 30, 2015.  The $6.7 million decrease in cash primarily related to $5.5 million of cash used for operations, net of non-cash items and approximately $1.3 million of cash used for capital expenditures.

 

Cash Flow.  Cash used from operations resulted from a net loss of $3.7 million, non-cash items totaling ($0.8) million and the use of cash related to working capital changes of $1.0 million. Cash used from changes in working capital items resulted from inventory purchases of $1.5 million and changes in other current assets and liabilities of $4.3 million, partially offset by a decrease in receivables of $2.6 million and higher accounts payable of $2.2 million. Inventories increased primarily due to timing of shipments to our end customers.  The increase in accounts payable represents normal fluctuations in the timing of payments.  The decrease in accounts receivables relates to the timing of cash collections as well as lower sales levels for the first half of fiscal 2016 compared to the first half of fiscal 2015.  The change in other current assets and liabilities related primarily to the timing of accrued expense payments and payroll-related items, partially offset by an increase in deferred revenue as a result of the normal timing of revenue recognition.

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The Company provides a reserve for obsolescence to recognize inventory impairment for the effects of engineering change orders, age and use of inventory that affect the value of the inventory.  The reserve for obsolescence creates a new cost basis for the impaired inventory.   When inventory that has previously been impaired is sold or disposed of, the related obsolescence reserve is reduced resulting in the reduced cost basis being reflected in cost of goods sold.  A detailed review of the inventory is performed annually with quarterly updates for known changes that have occurred since the annual review.  During the six-month period ended December 31, 2015, the Company decreased its reserve for obsolescence by a net $283,000, which primarily resulted from disposals of inventory previously reserved against.

 

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 Company’s previous loss history, the customer’s 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 a net $44,000 during the six-month period ended December 31, 2015 which primarily resulted from a write-off of a balance related to one customer.

 

At December 31, 2015, the Company had $8.7 million in cash, cash equivalents and short-term investments of which $6.7 million or 77% was held in foreign bank accounts.  Included in short-term investments at December 31, 2015 is $0.1 million of restricted cash that serves as collateral for bank guarantees that provide financial assurance that the Company will fulfill certain customer obligations in China.  The cash is restricted as to withdrawal or use while the related bank guarantees are outstanding.  Interest is earned on the restricted cash and recorded as interest income. The Company does not repatriate its foreign earnings and based on its business plan, current cash, cash equivalents and short-term investments and existing credit facilities, the level of cash, cash equivalents and short-term investments in foreign bank accounts is not expected to have a material adverse impact on the Company’s liquidity. 

 

Investments.  At December 31, 2015, the Company had a long-term investment valued at $725,000.  See Note 9 to the Consolidated Financial Statements, “Short-Term and Long-Term Investments”, contained in this Quarterly Report on Form 10-Q, for further information on the Company’s investments and their current valuation.  The market for the long-term investment is currently illiquid.  At December 31, 2015, the Company also held a long-term time deposit for $88,000.  This time deposit serves as collateral for a bank guarantee that provides financial assurance that the Company will fulfill certain customer obligations in China.  The cash is restricted as to withdrawal or use while the related bank guarantee is outstanding.  Interest is earned on the restricted cash and recorded as interest income.

 

Credit Facilities.  The Company had approximately $199,000 and no bank debt outstanding at December 31, 2015 and June 30, 2015, respectively.

 

On October 30, 2015, the Company entered into an Eighth Amendment to the Company’s Amended and Restated Credit Agreement with Comerica Bank (“Credit Agreement”).  The Eighth Amendment changed the Credit Agreement to an on demand line of credit from a committed line of credit that previously required the Company to pay a commitment fee of .15% per annum.  The maximum permitted borrowings increased from $6.0 million to $10.0 million.  The borrowing base was amended to add an amount equal to the lesser of 50% of eligible inventory or $4.0 million to the existing formula of the lesser of 80% of eligible receivables.  At December 31, 2015, the Company’s maximum borrowing under this facility was approximately $4.5 million.  Proceeds under the Credit Agreement may be used for working capital and capital expenditures.  Security for the Credit Agreement is substantially all non-real estate assets of the Company held in the United States.  Borrowings are designated as a Libor-based Advance or as a Prime-based Advance if the Libor-based Advance is not available.  Interest on Libor-based Advances is calculated at 2.35% above the Libor Rate offered at the time for the period chosen, and is payable on the last day of the applicable period.  The Company is required to maintain a Tangible Net Worth of at least $29.0 million, down from the $31.0 million requirement in effect prior to October 30, 2015.  The Company was in compliance with the Tangible Net Worth financial covenant at December 31, 2015.  The Company is also required to have no advances outstanding under the Credit Agreement for 30 days (which need not be consecutive) during each calendar year.  At December 31, 2015, the Company did not have any borrowings outstanding under the Credit Agreement.

 

At December 31, 2015, the Company's German subsidiary (“GmbH”) had an unsecured credit facility totaling 350,000 Euros (equivalent to approximately $390,000).  The facility allows 100,000 Euros to be used to finance working capital needs and equipment purchases or capital leases.  The facility allows up to 250,000 Euros to be used for providing bank guarantees.  Any borrowings for working capital needs will bear interest at 3.99%.  Any outstanding bank guarantees will bear interest at 2.0%.  The GmbH 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 December 31, 2015 and June 30, 2015, GmbH had no borrowings or bank guarantees outstanding.

 

During the second quarter of 2016, Coord3 entered into a secured credit facility totaling 200,000 Euros (equivalent to approximately $220,000).  This credit facility is collateralized by certain account receivable balances and has an annual effective interest rate of 1.91357%.  The Coord3 credit facility is cancelable at any time by either Coord3 or the bank and any amounts then outstanding would become immediately due and payable.  At December 31, 2015 there was an outstanding balance of 182,000 Euros (equivalent to approximately $199,000).

 

As part of routine evaluation procedures, the Company identified a potential concern regarding the employment status and withholding for several individuals in one of the Company’s foreign jurisdictions.  During the third quarter of fiscal 2015, the Company estimated a range of

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the potential financial liability related to this matter of 486,000 Euros to 1 million Euros.  The Company is not able to reasonably estimate the amount within this range that it will be required to pay for this matter.  As a result, the Company recorded a reserve of 486,000 Euros (equivalent to approximately $547,000) representing the minimum amount the Company estimates will be paid.  During the first half of fiscal 2016, the Company paid approximately 449,000 Euros leaving a balance in the reserve of approximately 37,000 Euros.  The Company expects final resolution of this matter in the next few months. The Company does not expect that the resolution of this matter will have a detrimental effect on the conduct of the Company’s business in this foreign jurisdiction. 

 

See Note 15 to the Consolidated Financial Statements, “Commitments and Contingencies”, contained in this Quarterly Report on Form 10-Q, and Item 3, “Legal Proceedings” and Note 6 to the Consolidated Financial Statements, “Contingencies”, of the Company’s Annual Report on Form 10-K for fiscal year 2015 for a discussion of certain other contingencies relating to the Company’s liquidity, financial position and results of operations.  See also, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies - Litigation and Other Contingencies” of the Company’s Annual Report on Form 10-K for fiscal year 2015.

 

Capital Spending.  The Company spent $1.3 million on capital equipment in the first six months of fiscal year 2016 and expects to spend up to an aggregate of approximately $2.2 million for capital expenditures during fiscal year 2016, although there generally is no binding commitment to do so. 

 

Based on the Company’s current business plan, the Company believes that available cash on hand, short-term investments and existing credit facilities will be sufficient to fund anticipated fiscal year 2016 cash flow requirements, except to the extent that the Company implements 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 additional opportunities that fits its strategic plans or will be able to enter into agreements with identified business opportunities on terms acceptable to the Company.  The Company anticipates that it would finance any such business opportunities from available cash on hand, 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, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” of the Company's Annual Report on Form 10-K for fiscal year 2015.  

 

MARKET RISK INFORMATION

 

Perceptron’s 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, Italy, China and Japan and for which products are produced in the U.S or in Italy.  The Company may from time to time have interest rate risk in connection with the 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 non-United States currencies, the currency rate risk exposure is predominantly less than one year with the majority in the 120 to 150 day range.  At December 31, 2015, the Company’s percentage of sales commitments in non-United States currencies was approximately 67.7% or $27.4 million, compared to 70.1% or $27.6 million at December 31, 2014.  The Company is most vulnerable to changes in U.S. Dollar/Euro, U.S. Dollar/Chinese Yuan, U.S. Dollar/Brazilian Real and U.S. Dollar/Japanese Yen exchange rates.

 

The Company’s potential loss in net income 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 and six months ended December 31, 2015, would have been approximately $36,000 and $143,000, respectively.  This sensitivity analysis assumes there are no changes other than the exchange rates.  This analysis has inherent limitations, including that it disregards the possibility that (i) the exchange rates of multiple foreign currencies may not always move in the same direction or percentage amount relative to the value of the U.S. Dollar and (ii) changes in exchange rates may impact the volume of sales.

 

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.  A 100 basis point rise in interest rates would not be expected to have a material adverse impact on the fair value of the Company’s cash and cash equivalents.  As a result, the Company does not currently hedge these interest rate exposures.

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Uncertainties in Credit Markets

 

At December 31, 2015, the Company holds a long-term investment in preferred stock that is not registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company’s long-term investment is subject to risk due to a decline in value of the investment.  The investment is currently recorded at $725,000 after consideration of impairment charges recorded in fiscal years 2008 and 2009. 

 

Based on the Company’s current business plan, cash and short-term investments of $8.7 million at December 31, 2015 and its existing credit facilities, the Company does not currently anticipate that the lack of liquidity in its long-term investment will affect the Company’s ability to operate or fund its currently anticipated fiscal 2016 cash flow requirements.

 

New Accounting Pronouncements

 

For a discussion of new accounting pronouncements, see Note 2 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 “Management’s 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 Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934 (the “1934 Act”).  Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2015, the Company’s disclosure controls and procedures were effective.  Rule 13a-15(e) of the 1934 Act defines “disclosure controls and procedures” as controls and other procedures of the Company that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

There have been no changes in the Company’s internal controls over financial reporting during the quarter ended December 31, 2015 identified in connection with the Company’s evaluation that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

 

PART II.    OTHER INFORMATION

 

ITEM 1A.    RISK FACTORS

 

There have been no material changes made to the risk factors listed in “Item 1A – Risk Factors” of the Company’s Annual Report on Form 10-K for fiscal year 2015.

 

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

The Company’s purchase of its common stock during the second quarter of fiscal 2016 were as follows:

 

 

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(1)During the second quarter of fiscal 2016, the Company withheld these shares from restricted stock grants under the Company’s 2004 Stock Incentive Plan (the “Plan”) to satisfy the Company’s tax withholding obligations upon the vesting of the related restricted stock grants, as provided for in the Plan.

 

ITEM 6.EXHIBITS

 

* Filed Herewith

 

 

 

 

 

 

 

 

 

 

 

 

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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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