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): March 15, 2002
PERCEPTRON, INC.
(Exact name of registrant as specified in its charter)
Michigan 0-20206 38-2381442
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
47827 Halyard Drive, Plymouth, Michigan 48170-2461
(Address of principal executive offices)
(734) 414-6100
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
On March 15, 2002, Perceptron, Inc. (the "Company") sold, pursuant to a certain
Asset Purchase Agreement by and among U.S. Natural Resources, Inc. (the
"Purchaser"), Nanoose Systems Corporation, Trident Systems, Inc. and the
Company, dated March 13, 2002 (the "Purchase Agreement"), substantially all of
the assets of its Forest Products business unit, (the "Forest Products business
unit"), including accounts receivable, inventory, furniture and equipment,
customer contracts, trademarks, intellectual property, all rights to
manufacture, sell and service ultrasound and ultrasonic sensors, customer lists
and business records, for approximately $5.0 million and the assumption of
certain liabilities by the Purchaser. The purchase price is payable $4.6 million
in cash at closing and a promissory note for the balance to be issued upon
determination of the final purchase price. The final purchase price will be
determined based on a post-closing adjustment to reflect (i) any new accounts
receivable from February 28, 2002 to March 13, 2002 and (ii) any receipts or
sales of inventory by the Company from certain pre-closing inventory dates to
March 13, 2002. The Company and the Purchaser also entered into a Covenant Not
to Compete dated March 13, 2002 whereby the Company agreed, among other matters,
for a period of 10 years not to compete with the Purchaser in any business in
which the Forest Products business unit was engaged at any time during the
three-year period prior to the closing of the transaction, and, for so long as
the Purchaser is a customer of the Company, not to sell products or services
intended primarily for operators of wood processing facilities or license any
intellectual property to any third party primarily for use in any wood
processing facility.
The Purchaser, headquartered in Woodland, Washington, is engaged in the
manufacture and sale of equipment used to cut, handle and dry lumber.
The consideration paid in the sale was determined through arms-length
negotiations between the Company and the Purchaser. Prior to the execution of
the Purchase Agreement, there was no material relationship between the Company
or any of its affiliates and the Purchaser or between any officers or directors
of the Company and the officers or directors of the Purchaser.
Item 5. Other Information
In conjunction with the sale of the Company's Forest Product business unit, the
Company amended its Credit Agreement dated September 24, 2001 to allow for the
sale of assets to the Purchaser and to reduce the aggregate principal amount of
the Credit Agreement from $18.5 million to $13.5 million.
Item 7. Financial Statement, Pro Forma Financial Information and Exhibits
(a) Financial Statements.
Not applicable.
2
(b) Pro Forma Financial Information
The unaudited pro forma consolidated financial information
furnished herein reflects the disposition of the Forest
Products business unit as discussed in Item 2 above on the
consolidated financial statements of the Company.
Page No.
--------
Unaudited Pro Forma Consolidated
Statement of Operations for the Fiscal
Year Ended June 30, 2001 5
Unaudited Pro Forma Consolidated
Statement of Operations for the Six Months
Ended December 31, 2001 6
Unaudited Pro Forma Consolidated
Balance Sheet as of December 31, 2001 7
(c) Exhibits.
Exhibit No. Description
2.1 Asset Purchase Agreement by and among U.S.
Natural Resources, Inc., Nanoose Systems
Corporation, Trident Systems, Inc., and
Perceptron, Inc., dated March 13, 2002,
along with Exhibit C, Covenant Not to
Compete between U.S. Natural Resources,
Inc., and Perceptron, Inc., dated March 13,
2002 and Exhibit F, the form Promissory Note
to be entered into between U.S. Natural
Resources, Inc., and Perceptron, Inc.
4.1 First Amendment to Credit Agreement dated
September 24, 2001, between Perceptron, Inc.
and Bank One, Michigan dated March 19, 2002.
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.
March 27, 2002 Perceptron, Inc.
/s/ John J. Garber
-------------------------------------------------
John J. Garber
Senior Vice President and Chief Financial Officer
3
Perceptron, Inc.
Unaudited Pro Forma Consolidated Financial Statements
On March 15, 2002, the Company sold, pursuant to the Purchase Agreement, by and
among U.S. Natural Resources, Inc. (the "Purchaser"), Nanoose Systems
Corporation, Trident Systems, Inc. and the Company, dated March 13, 2002,
substantially all of the assets of its Forest Products business unit for
approximately $5.0 million and the assumption of certain liabilities by the
Purchaser. The purchase price is payable $4.6 million in cash at closing and a
promissory note for the balance to be issued upon determination of the final
purchase price.
The accompanying Unaudited Pro Forma Consolidated Statements of Income for the
Twelve Months Ended June 30, 2001 and for the Six Months Ended December 31, 2001
assumes that the Forest Products business unit was disposed of and that the
proceeds from the sale occurred on July 1, 2000 and July 1, 2001, respectively,
and are based on the operations of the Company and the Forest Products business
unit for those periods. The accompanying Unaudited Pro Forma Consolidated
Balance Sheet of the Company as of December 31, 2001 reflects the financial
position of the Company after giving effect to the sale of substantially all of
the Forest Products business unit assets and assumption of certain liabilities
by the Purchaser as discussed in Item 2 above and assumes that the sale took
place on December 31, 2001.
The unaudited pro forma consolidated financial statements have been prepared by
the Company based upon assumptions deemed proper in the circumstances, are for
illustrative purposes only and are not necessarily indicative of the financial
position or results of operations of the Company that would have actually
occurred had the transaction been in effect as of the date of or for the periods
presented. The unaudited pro forma consolidated financial statements are also
not necessarily indicative of the future financial position or future results of
operations of the Company. Management believes that the assumptions used in
preparing the unaudited pro forma consolidated financial statements provides a
reasonable basis for presenting all of the significant effects of the sale, that
the pro forma adjustments give appropriate effect to those assumptions, and that
the pro forma adjustments are properly applied in the unaudited pro forma
consolidated financial information.
The unaudited pro forma consolidated financial statements should be read in
conjunction with the Company's historical financial statements and related
footnotes to those statements.
The Company expects to record an approximately $2.0 million loss, net of
approximately $1.0 million of income taxes, in the third quarter ended March 31,
2002 related to the estimated loss on the sale of substantially all of the
assets of the Forest Products business unit.
4
PERCEPTRON, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENTS OF INCOME
For the Twelve Months Ended June 30, 2001
(Unaudited)
AS REPORTED DISPOSITION OF PRO FORMA
JUNE 30, FOREST PRODUCTS PRO FORMA JUNE 30,
(In Thousands, Except Per Share Amounts) 2001 BUSINESS UNIT (1) ADJUSTMENTS 2001
---------------- ------------------ -------------- ----------------
NET SALES $ 50,714 $ 10,284 $ 40,430
COST OF SALES 26,121 5,810 20,311
----------------- -------------- ------------- ----------------
GROSS PROFIT 24,593 4,474 - 20,119
----------------- -------------- ------------- ----------------
OPERATING EXPENSES
Selling, general and administrative 19,319 5,657 13,662
Engineering, research and development 13,821 3,813 10,008
Restructuring charge 900 405 495
----------------- -------------- ------------- ----------------
Total operating expenses 34,040 9,875 - 24,165
----------------- -------------- ------------- ----------------
OPERATING INCOME (LOSS) (9,447) (5,401) - (4,046)
----------------- -------------- ------------- ----------------
OTHER INCOME AND (DEDUCTIONS)
Interest expense (769) (1) 328 (2) (440)
Interest income 232 13 219
Foreign currency gain (loss) (250) - (250)
Other 223 225 (2)
----------------- -------------- ------------- ----------------
Total other income and (deductions) (564) 237 328 (473)
----------------- -------------- ------------- ----------------
INCOME (LOSS) BEFORE INCOME TAXES (10,011) (5,164) 328 (4,519)
INCOME TAX EXPENSE (BENEFIT) (3,806) (1,640) 112 (3) (2,054)
----------------- -------------- ------------- ----------------
INCOME (LOSS) FROM CONTINUING OPERATIONS $ (6,205) $ (3,524) $ 216 $ (2,465)
================= ============== ============= ================
EARNINGS (LOSS) PER SHARE FROM CONTINUING
OPERATIONS
BASIC ($0.76) ($0.43) $0.03 ($0.30)
DILUTED ($0.76) ($0.43) $0.03 ($0.30)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
BASIC 8,178 8,178 8,178 8,178
DILUTED 8,178 8,178 8,178 8,178
(1) To reflect the removal of operations attributable to the Forest
Products business unit.
(2) To reflect the reduction in interest expense as a result of using the
proceeds from the sale to reduce debt.
(3) To reflect the income tax effect of pro forma adjustments using a
statutory rate of 34%.
5
PERCEPTRON, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENTS OF INCOME
For the Six Months Ended December 31, 2001
(Unaudited)
AS REPORTED DISPOSITION OF PRO FORMA
DECEMBER 31, FOREST PRODUCTS PRO FORMA DECEMBER 31,
(In Thousands, Except Per Share Amounts) 2001 BUSINESS UNIT (1) ADJUSTMENTS 2001
-------------------- ----------------- ------------ ------------------
NET SALES $ 26,252 $ 2,698 $ 23,554
COST OF SALES 13,021 1,463 11,558
-------------------- ----------------- ------------ ------------------
GROSS PROFIT 13,231 1,235 - 11,996
-------------------- ----------------- ------------ ------------------
OPERATING EXPENSES
Selling, general and administrative 9,788 2,681 7,107
Engineering, research and development 4,336 1,084 3,252
-------------------- ----------------- ------------ ------------------
Total operating expenses 14,124 3,765 - 10,359
-------------------- ----------------- ------------ ------------------
OPERATING INCOME (LOSS) (893) (2,530) - 1,637
-------------------- ----------------- ------------ ------------------
OTHER INCOME AND (DEDUCTIONS)
Interest expense (418) - 129 (2) (289)
Interest income 53 3 50
Foreign currency and other (212) (39) (173)
-------------------- ----------------- ------------ ------------------
Total other income and (deductions) (577) (36) 129 (412)
-------------------- ----------------- ------------ ------------------
INCOME (LOSS) BEFORE INCOME TAXES (1,470) (2,566) 129 1,225
INCOME TAX EXPENSE (BENEFIT) (399) (669) 44 (3) 314
-------------------- ----------------- ------------ ------------------
INCOME (LOSS) FROM CONTINUING OPERATIONS $ (1,071) $ (1,897) $ 85 $ 911
==================== ================= ============ ==================
EARNINGS (LOSS) PER SHARE FROM CONTINUING
OPERATIONS
BASIC ($0.13) ($0.23) $0.01 $0.11
DILUTED ($0.13) ($0.23) $0.01 $0.11
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
BASIC 8,185 8,185 8,185 8,185
DILUTED 8,185 8,185 8,185 8,186
(1) To reflect the removal of operations attributable to the Forest
Products business unit.
(2) To reflect the reduction in interest expense as a result of using the
proceeds from the sale to reduce debt.
(3) To reflect the income tax effect of pro forma adjustments using a
statutory rate of 34%.
6
PERCEPTRON, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
Unaudited
AS REPORTED DISPOSITION OF PRO FORMA
DECEMBER 31, FOREST PRODUCTS PRO FORMA DECEMBER 31,
(In Thousands, Except Per Share Amounts) 2001 BUSINESS UNIT (1) ADJUSTMENTS 2001
------------ ---------------------------------------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 6,100 $ 4,607 $ (4,607) (2) $ 6,100
Receivables:
Billed receivables, net of allowance for doubtful accounts 23,150 (2,792) 20,358
Unbilled and other receivables 1,874 (332) 1,542
Notes Receivable - 337 (3) 337
Inventories, net of reserves 13,666 (3,129) 10,537
Deferred taxes and other current assets 1,690 (15) 1,675
------------ ----------- --------- ------------
Total current assets 46,480 (1,324) (4,607) 40,549
------------ ----------- --------- ------------
PROPERTY AND EQUIPMENT
Building and land 6,032 (28) 6,004
Machinery and equipment 10,802 (2,679) 8,123
Furniture and fixtures 1,253 (191) 1,062
------------ ------------------------------------------
18,087 (2,898) - 15,189
Less - Accumulated depreciation and amortization (8,286) 1,590 (6,696)
------------ ------------------------------------------
Net property and equipment 9,801 (1,308) - 8,493
------------ ------------------------------------------
OTHER ASSETS
Intangible assets, net of accumulated amortization 840 (801) 39
Deferred tax asset 7,167 1,155 (4) 8,322
------------ ------------------------------------------
Total other assets 8,007 354 - 8,361
------------ ------------------------------------------
TOTAL ASSETS $ 64,288 $ (2,278) $ (4,607) $ 57,403
============ ==========================================
LIABILITIES AND COMMON SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 2,730 $ 2,730
Accrued liabilities and expenses 4,349 104 (5) 4,453
Deferred revenue 2,027 (139) 1,888
Notes Payable 13,021 (4,607) (2) 8,414
Income taxes payable 806 806
Accrued compensation 354 354
------------ ------------------------------------------
Total current liabilities 23,287 (35) (4,607) 18,645
------------ ------------------------------------------
LONG-TERM LIABILITIES
Notes payable 1,040 1,040
------------ ------------------------------------------
Total long-term liabilities 1,040 - - 1,040
------------ ------------------------------------------
Total liabilities 24,327 (35) (4,607) 19,685
------------ ------------------------------------------
SHAREHOLDERS' EQUITY
Preferred stock - no par value, authorized 1,000 shares - -
Common stock, $0.01 par value, authorized 19,000 shares 82 82
Accumulated other comprehensive income (loss) (4,768) (4,768)
Additional paid-in capital 41,056 41,056
Retained earnings 3,591 (2,243)(6) 1,348
------------ ------------------------------------------
Total shareholders' equity 39,961 (2,243) - 37,718
------------ ------------------------------------------
TOTAL LIABILITIES AND COMMON SHAREHOLDERS' EQUITY $ 64,288 $ (2,278) $ (4,607) $ 57,403
============ ========================================
(1) To reflect the sale of the Forest Products business unit.
(2) To reflect the use of proceeds from the sale to reduce debt.
(3) To reflect the estimated amount, using February 28, 2002 information,
of the promissory note to be received from the sale of the Forest
Products business unit.
(4) To reflect the tax benefit related to the estimated loss on sale of the
Forest Products business unit using a 34% statutory rate.
(5) To reflect estimated liabilities of $669,000 incurred by the Company in
connection with the sale of the Forest Products business unit offset by
$565,000 of liabilities assumed by the purchaser.
(6) To reflect the estimated impact of the sale of the Forest Products
business unit on Shareholders' Equity resulting from the estimated loss
on the sale, net of income taxes, assuming a December 31, 2001
transaction date.
7
INDEX TO EXHIBITS
Exhibit No. Description
2.1 Asset Purchase Agreement by and among U.S. Natural Resources,
Inc., Nanoose Systems Corporation, Trident Systems, Inc., and
Perceptron, Inc., dated March 13, 2002, along with Exhibit C,
Covenant Not to Compete between U.S. Natural Resources, Inc.,
and Perceptron, Inc., dated March 13, 2002 and Exhibit F, the
form Promissory Note to be entered into between U.S. Natural
Resources, Inc., and Perceptron, Inc.
4.1 First Amendment to Credit Agreement dated September 24, 2001,
between Perceptron, Inc. and Bank One, Michigan dated March
19, 2002.
8