Date
of report (Date of the earliest event reported)
|
October
30, 2007
|
Florida
|
0-20381
|
59-3157093
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
125
Technology Park, Lake Mary, Florida
|
2746
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(407)
333-9911
|
(Registrant’s
Telephone Number, Including Area
Code)
|
|
(Former
Name or Former Address, if Changed Since Last
Report)
|
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230
.425)
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
|
Item 2.02 |
Results
of Operations and Financial
Statements
|
Item 7.01 |
Regulation
FD Disclosure
|
Item 9.01 |
Financial
Statements and Exhibits
|
(d) |
Exhibits
|
99.1 |
Press
Release dated as of October 30,
2007
|
|
FARO
Technologies, Inc.
|
|
|
(Registrant)
|
|
Date:
October
30, 2007
|
||
|
/s/
Jay Freeland
|
|
|
Jay
Freeland
|
|
|
Chief
Executive Officer
|
Exhibit
No.
|
Description
|
99.1
|
Press
Release dated as of October 30,
2007
|
·
|
our
inability to further penetrate our customer base;
|
·
|
development
by others of new or improved products, processes or technologies
that make
our products obsolete or less competitive;
|
·
|
our
inability to maintain our technological advantage by developing
new
products and enhancing our existing products;
|
·
|
our
inability to successfully identify and acquire target companies
or achieve
expected benefits from acquisitions that are consummated;
|
·
|
the
cyclical nature of the industries of our customers and the financial
condition of our customers;
|
·
|
the
fact that the market potential for the CAM2 market and the potential
adoption rate for our products are difficult to quantify and
predict;
|
·
|
the
inability to protect our patents and other proprietary rights in
the
United States and foreign countries;
|
·
|
fluctuations
in our annual and quarterly operating results , and the inability
to
achieve our financial operating targets as a result of a number
of factors
including, but not limited to (i) litigation and regulatory actions
brought against us, (ii) quality issues with our products, (iii)
excess or
obsolete inventory,(iv) raw material price fluctuations, (v) expansion
of
our manufacturing capability and other inflationary pressures,
(vi) the
size and timing of customer orders, (vii) the amount of time that
it takes
to fulfill orders and ship our products, (viii) the length of our
sales
cycle to new customers and the time and expense incurred in further
penetrating our existing customer base, (ix) increases in operating
expenses required for product development and new product marketing,
(x)
costs associated with new product introductions, such as product
development, marketing, assembly line start-up costs and low introductory
period production volumes, (xi) the timing and market acceptance
of new
products and product enhancements, (xii) customer order deferrals
in
anticipation of new products and product enhancements, (xiii) our
success
in expanding our sales and marketing programs, (xiv) costs associated
with
opening new sales offices outside of the United States, (xv) fluctuations
in revenue without proportionate adjustments in fixed costs, (xvi)
the
efficiencies achieved in managing inventories and fixed assets;
(xvii)
investments in potential acquisitions or strategic sales, product
or other
initiatives, (xviii)shrinkage or other inventory losses due to
product
obsolescence, scrap, or material price changes, (xix) adverse changes
in
the manufacturing industry and general economic conditions, (xx)
compliance with government regulations, including health, safety,
and
environmental matters, and (xxi) other factors noted
herein;
|
·
|
changes
in gross margins due to changing product mix of products sold and
the
different gross margins on different products,
|
·
|
our
inability to successfully implement the requirements of Restriction
of use
of Hazardous Substances (RoHS) and Waste Electrical and Electronic
Equipment (WEEE) compliance into our products;
|
·
|
the
inability of our products to displace traditional measurement devices
and
attain broad market acceptance;
|
·
|
the
impact of competitive products and pricing in the CAM2 market and
the
broader market for measurement and inspection devices;
|
·
|
the
effects of increased competition as a result of recent consolidation
in
the CAM2 market;
|
·
|
risks
associated with expanding international operations, such as fluctuations
in currency exchange rates, difficulties in staffing and managing
foreign
operations, political and economic instability, compliance with
import and
export regulations, and the burdens of complying with a wide variety
of
foreign laws and labor practices;
|
·
|
unforeseen
developments in our FCPA matter or in complying with the FCPA in
the
future;
|
·
|
the
fact that there is no assurance that the Company’s discussions with the
SEC and the DOJ will result in a resolution of the FCPA matter
with either
the DOJ or the SEC or that any such resolution, if reached, may
differ
from the resolution currently anticipated by the
Company;
|
·
|
the
fact that predicting when the FCPA matter will be finally resolved
with
the SEC and the DOJ is not possible;
|
·
|
the
fact that the amount of monetary sanctions ultimately paid by the
Company
to the SEC and the DOJ in resolving the FCPA matter, whether imposed
on
the Company or agreed to by settlement, may exceed the amount that
that
has been reserved by the Company;
|
·
|
the
fact that the ultimate costs of the Company’s continuing monitoring
obligations in respect of the FCPA matter are uncertain and may
vary from
the Company’s preliminary estimates of such amount as a result of a number
of factors, including without limitation the fact that neither
the scope
of the monitoring obligation nor the identity of outside monitoring
firm
have been determined;
|
·
|
the
outcome of the class action securities litigation against us, including
any amounts that are not covered by the Company’s D&O
insurance;
|
·
|
higher
than expected increases in expenses relating to our Asia Pacific
expansion
or our Singapore manufacturing facility;
|
·
|
our
inability to find less expensive alternatives to stock options
to attract
and retain employees;
|
·
|
the
loss of our Chief Executive Officer, our Chief Technology Officer,
our
Chief Financial Officer, or other key personnel;
|
·
|
difficulties
in recruiting research and development engineers, and application
engineers;
|
·
|
the
failure to effectively manage our growth;
|
·
|
variations
in the effective tax rate and the difficulty predicting the tax
rate on a
quarterly and annual basis;
|
·
|
the
loss of key suppliers and the inability to find sufficient alternative
suppliers in a reasonable period or on commercially reasonable
terms;
and
|
·
|
the
other risks detailed in the Company’s Annual Report on Form 10-K and other
filings from time to time with the Securities and Exchange Commission.
|
Three
Months Ended
|
Nine
Months Ended
|
||||||||||||
(in
thousands, except per share data)
|
Sep
29, 2007
|
Sep
30, 2006
|
Sep
29, 2007
|
Sep
30, 2006
|
|||||||||
SALES
|
$
|
44,521
|
$
|
38,365
|
$
|
132,389
|
$
|
108,463
|
|||||
COST
OF SALES (exclusive of depreciation and amortization, shown separately
below)
|
18,065
|
16,121
|
52,873
|
44,822
|
|||||||||
GROSS
PROFIT
|
26,456
|
22,244
|
79,516
|
63,641
|
|||||||||
OPERATING
EXPENSES:
|
|||||||||||||
Selling
|
13,625
|
10,597
|
39,951
|
32,458
|
|||||||||
General
and administrative
|
7,978
|
5,519
|
18,496
|
18,296
|
|||||||||
Depreciation
and amortization
|
971
|
1,023
|
3,013
|
3,096
|
|||||||||
Research
and development
|
2,881
|
1,741
|
7,129
|
5,390
|
|||||||||
Total
operating expenses
|
25,455
|
18,880
|
68,589
|
59,240
|
|||||||||
INCOME
FROM OPERATIONS
|
1,001
|
3,364
|
10,927
|
4,401
|
|||||||||
OTHER
(INCOME) EXPENSE
|
|||||||||||||
Interest
(income)
|
(590
|
)
|
(189
|
)
|
(1,182
|
)
|
(516
|
)
|
|||||
Other
(income) expense, net
|
(720
|
)
|
(153
|
)
|
(1,427
|
)
|
(440
|
)
|
|||||
Interest
expense
|
3
|
3
|
7
|
9
|
|||||||||
INCOME
BEFORE INCOME TAX
|
2,308
|
3,703
|
13,529
|
5,348
|
|||||||||
INCOME
TAX EXPENSE
|
1,603
|
514
|
3,840
|
810
|
|||||||||
NET
INCOME
|
$
|
705
|
$
|
3,189
|
$
|
9,689
|
$
|
4,538
|
|||||
NET
INCOME PER SHARE - BASIC
|
$
|
0.04
|
$
|
0.22
|
$
|
0.64
|
$
|
0.32
|
|||||
NET
INCOME PER SHARE - DILUTED
|
$
|
0.04
|
$
|
0.22
|
$
|
0.63
|
$
|
0.31
|
September
29,
|
December
31,
|
||||||
(in
thousands, except share data)
|
2007
|
2006
|
|||||
ASSETS
|
|||||||
Current
Assets:
|
|||||||
Cash
and cash equivalents
|
$
|
25,409
|
$
|
15,689
|
|||
Short-term
investments
|
72,780
|
15,790
|
|||||
Accounts
receivable, net
|
44,554
|
42,706
|
|||||
Inventories
|
26,440
|
23,429
|
|||||
Deferred
income taxes, net
|
2,695
|
1,845
|
|||||
Prepaid
expenses and other current assets
|
7,115
|
3,222
|
|||||
Total
current assets
|
178,993
|
102,681
|
|||||
Property
and Equipment:
|
|||||||
Machinery
and equipment
|
12,008
|
9,131
|
|||||
Furniture
and fixtures
|
4,625
|
3,988
|
|||||
Leasehold
improvements
|
3,066
|
2,615
|
|||||
Property
and equipment at cost
|
19,699
|
15,734
|
|||||
Less:
accumulated depreciation and amortization
|
(12,651
|
)
|
(8,889
|
)
|
|||
Property
and equipment, net
|
7,048
|
6,845
|
|||||
Goodwill
|
18,510
|
17,266
|
|||||
Intangible
assets, net
|
5,967
|
6,221
|
|||||
Service
Inventory
|
10,448
|
7,278
|
|||||
Deferred
income taxes, net
|
3,648
|
3,985
|
|||||
Total
Assets
|
$
|
224,614
|
$
|
144,276
|
|||
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
|||||||
Current
Liabilities:
|
|||||||
Accounts
payable
|
$
|
9,811
|
$
|
11,182
|
|||
Accrued
liabilities
|
13,729
|
10,379
|
|||||
Income
taxes payable
|
1,209
|
2,151
|
|||||
Current
portion of unearned service revenues
|
6,945
|
4,569
|
|||||
Customer
deposits
|
252
|
618
|
|||||
Current
portion of long-term debt and obligations under capital
leases
|
54
|
90
|
|||||
Total
current liabilities
|
32,000
|
28,989
|
|||||
Unearned
service revenues - less current portion
|
5,123
|
2,917
|
|||||
Deferred
tax liability, net
|
1,044
|
1,200
|
|||||
Long-term
debt and obligations under capital leases - less current
portion
|
166
|
115
|
|||||
Total
Liabilities
|
38,333
|
33,221
|
|||||
Commitments
and contingencies
|
|||||||
Shareholders'
Equity:
|
|||||||
Common
stock - par value $.001, 50,000,000 shares authorized; 16,689,853
and
14,586,402 issued; 16,621,893 and 14,464,715 outstanding,
respectively
|
17
|
14
|
|||||
Additional
paid-in-capital
|
147,946
|
85,160
|
|||||
Retained
earnings
|
35,142
|
25,452
|
|||||
Accumulated
other comprehensive (loss)
|
3,327
|
580
|
|||||
Common
stock in treasury, at cost - 40,000 shares
|
(151
|
)
|
(151
|
)
|
|||
Total
Shareholders' Equity
|
186,281
|
111,055
|
|||||
Total
Liabilities and Shareholders' Equity
|
$
|
224,614
|
$
|
144,276
|
Nine
Months Ended
|
|||||||
(in
thousands)
|
Sep
29, 2007
|
Sep
30, 2006
|
|||||
CASH
FLOWS FROM:
|
|||||||
OPERATING
ACTIVITIES:
|
|||||||
Net
income
|
$
|
9,689
|
$
|
4,538
|
|||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
|||||||
Depreciation
and amortization
|
3,013
|
3,096
|
|||||
Amortization
of stock options and restricted stock units
|
956
|
151
|
|||||
Provision
for bad debts
|
223
|
-
|
|||||
Deferred
income tax benefit
|
(542
|
)
|
(402
|
)
|
|||
Change
in operating assets and liabilities:
|
|||||||
Decrease
(increase) in:
|
|||||||
Accounts
receivable
|
(218
|
)
|
(7,146
|
)
|
|||
Inventories
|
(4,798
|
)
|
1,601
|
||||
Prepaid
expenses and other current assets
|
(695
|
)
|
(2,117
|
)
|
|||
Income
tax benefit from exercise of stock options
|
(2,993
|
)
|
-
|
||||
Increase
(decrease) in:
|
|||||||
Accounts
payable and accrued liabilities
|
2,499
|
(537
|
)
|
||||
Income
taxes payable
|
(785
|
)
|
666
|
||||
Customer
deposits
|
(314
|
)
|
345
|
||||
Unearned
service revenues
|
5,064
|
2,527
|
|||||
Net
cash provided by operating activities
|
11,099
|
2,722
|
|||||
INVESTING
ACTIVITIES:
|
|||||||
Purchases
of property and equipment
|
(1,807
|
)
|
(2,680
|
)
|
|||
Payments
for intangible assets
|
(264
|
)
|
(714
|
)
|
|||
(Purchases
of) proceeds from short-term investments
|
(56,990
|
)
|
700
|
||||
Net
cash used in investing activities
|
(59,061
|
)
|
(2,694
|
)
|
|||
FINANCING
ACTIVITIES:
|
|||||||
Payments
of capital leases
|
(60
|
)
|
(146
|
)
|
|||
Income
tax benefit from exercise of stock options
|
2,993
|
-
|
|||||
Proceeds
from issuance of stock, net
|
58,409
|
-
|
|||||
Net
cash provided by (used in) financing activities
|
61,342
|
(146
|
)
|
||||
EFFECT
OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
(3,660
|
)
|
(212
|
)
|
|||
INCREASE
(DECREASE) IN CASH AND CASH EQUIVALENTS
|
9,720
|
(330
|
)
|
||||
CASH
AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
15,689
|
9,278
|
|||||
CASH
AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
25,409
|
$
|
8,948
|