SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15 (d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 2001
[ ] Transition report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934
For the transition period from _________ to __________
Commission File Number: 0-23081
FARO TECHNOLOGIES, INC.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
FLORIDA 59-3157093
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
125 TECHNOLOGY PARK DRIVE, LAKE MARY, FLORIDA 32746
--------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code: 407-333-9911
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. YES [X] NO [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date:
Class: Voting Common Stock, $.001 Par Value Outstanding at May 11, 2001:
11,030,706
FARO Technologies, Inc.
Index to Form 10-Q
PART I. FINANCIAL INFORMATION Page Number
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of March 31, 2001 and
December 31, 2000 3
Condensed Consolidated Statements of Operations for the Three
Months Ended March 31, 2001, and 2000 4
Condensed Consolidated Statements of Shareholders' Equity 5
Condensed Consolidated Statements of Cash Flows for the Three
Months Ended March 31, 2001 and 2000 6
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk 12
Item 4 - Submission of Matters to a Vote of Security Holders 12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
2
FARO TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
MARCH 31, DECEMBER 31,
2001 2000
------------ ------------
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 6,463,312 $ 8,029,318
Short term investments - at cost (Note C) 7,461,071 6,218,636
Accounts receivable - net of allowance 8,922,287 10,352,972
Inventories (Note D) 6,726,678 6,364,290
Prepaid expenses and other assets 1,183,673 1,112,881
Deferred income taxes 203,816 203,816
------------ ------------
Total current assets 30,960,837 32,281,913
------------ ------------
PROPERTY AND EQUIPMENT - at cost:
Machinery and equipment 3,710,344 3,580,892
Furniture and fixtures 1,295,332 1,253,248
Leasehold improvements 91,738 89,171
------------ ------------
Total 5,097,414 4,923,311
Less accumulated depreciation (3,335,326) (3,121,029)
------------ ------------
Property and equipment, net 1,762,088 1,802,282
------------ ------------
INTANGIBLE ASSETS - net 3,567,352 4,055,337
INVESTMENTS - at cost (Note C) 4,147,015 4,755,572
NOTES RECEIVABLE (Note E) 1,128,846 1,128,846
DEFERRED INCOME TAXES 675,324 675,324
------------ ------------
TOTAL ASSETS $ 42,241,462 $ 44,699,274
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 3,178,444 $ 2,965,417
Accrued liabilities 3,766,210 4,137,801
Income tax payable 73,927 684,409
Current portion of unearned service revenues 846,648 687,566
Customer deposits 155,578 133,984
------------ ------------
Total current liabilities 8,020,807 8,609,177
OTHER LONG-TERM LIABILITIES 124,305 134,644
------------ ------------
TOTAL LIABILITIES 8,145,112 8,743,821
------------ ------------
SHAREHOLDERS' EQUITY:
Class A preferred stock - par value $.001, 10,000,000 shares
authorized, no shares issued and outstanding
Common stock - par value $.001, 50,000,000 shares
authorized, 11,070,706 issued; 11,030,706 outstanding 11,071 11,066
Additional paid-in-capital 47,593,454 47,570,059
Accumulated deficit (10,395,389) (9,268,134)
Accumulated other comprehensive loss:
Cumulative translation adjustments, net of tax (2,962,161) (2,206,913)
Treasury stock (150,625) (150,625)
------------ ------------
Total shareholders' equity 34,096,350 35,955,453
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 42,241,462 $ 44,699,274
============ ============
See accompanying notes to condensed consolidated financial statements.
3
FARO TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
THREE MONTHS ENDED
MARCH 31,
-----------------------------
2001 2000
----------- -----------
Sales $ 8,405,530 $ 9,849,767
Cost of sales 3,439,527 3,940,360
----------- -----------
Gross profit 4,966,003 5,909,407
Operating expenses:
Selling 3,429,125 3,630,141
General and administrative 1,383,121 1,295,134
Depreciation and amortization 666,937 638,099
Research and development 921,051 1,001,447
Employee stock options -- 31,671
----------- -----------
Total operating expenses 6,400,234 6,596,492
----------- -----------
Loss from operations (1,434,231) (687,085)
Interest income 236,043 197,249
Interest expense (354) --
Other income, net 86,070 72,266
----------- -----------
Loss before income taxes (1,112,472) (417,570)
Income tax expense (14,783) --
----------- -----------
Net loss $(1,127,255) $ (417,570)
=========== ===========
NET LOSS PER SHARE - BASIC ($ 0.10) ($ 0.04)
=========== ===========
NET LOSS PER SHARE - DILUTED ($ 0.10) ($ 0.04)
=========== ===========
See accompanying notes to condensed consolidated financial statements.
4
FARO TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
COMMON STOCK ADDITIONAL
--------------------------- PAID-IN UNEARNED ACCUMULATED
SHARES AMOUNTS CAPITAL COMPENSATION DEFICIT
---------- ------------- ------------ ------------ -------------
BALANCE, JANUARY 1, 2000 11,059,510 $ 11,060 $ 47,544,844 $ (123,404) $ (9,307,651)
Net income 39,517
Currency translation adjustment, net of tax
Comprehensive loss
Issuance of common stock 5,715 6 25,215 -- --
Amortization of unearned compensation 123,404
------------ ------------ ------------ ------------ ------------
BALANCE, DECEMBER 31, 2000 11,065,225 11,066 47,570,059 -- (9,268,134)
Net loss (1,127,255)
Currency translation adjustment, net of tax
Comprehensive loss
Issuance of common stock 5,481 5 23,395
------------ ------------ ------------ ------------ ------------
BALANCE, MARCH 31, 2001 (Unaudited) 11,070,706 $ 11,071 $ 47,593,454 $ -- $(10,395,389)
============ ============ ============ ============ ============
ACCUMUATED
OTHER
COMPREHENSIVE TREASURY
LOSS STOCK TOTAL
------------- ------------ ------------
BALANCE, JANUARY 1, 2000 $ (1,374,878) $ (150,625) $ 36,599,346
Net income 39,517
Currency translation adjustment, net of tax (832,035) (832,035)
------------
Comprehensive loss (792,518)
Issuance of common stock 25,221
Amortization of unearned compensation 123,404
------------ ------------ ------------
BALANCE, DECEMBER 31, 2000 (2,206,913) (150,625) 35,955,453
Net loss (1,127,255)
Currency translation adjustment, net of tax (755,248) (755,248)
------------
Comprehensive loss (1,882,503)
Issuance of common stock -- -- 23,400
------------ ------------ ------------
BALANCE, MARCH 31, 2001 (Unaudited) $ (2,962,161) $ (150,625) $ 34,096,350
============ ============ ============
See accompanying notes to condensed consolidated financial statements
5
FARO TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
THREE MONTHS ENDED
MARCH 31,
---------------------------
2001 2000
----------- -----------
OPERATING ACTIVITIES:
Net loss $(1,127,255) $ (417,570)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 666,937 638,099
Bad debt expense 15,000 30,000
Inventory reserve 30,000 (234,561)
Provision for deferred income taxes 1,825 (82,878)
Employee stock options -- 31,671
Change in operating assets and liabilities:
Decrease (increase) in:
Accounts receivable 1,025,655 (991,065)
Inventories (455,166) (520,079)
Prepaid expenses and other assets (97,222) 50,282
Increase (decrease) in:
Accounts payable and accrued liabilities (45,907) 568,395
Unearned service revenues 160,408 311,348
Income tax payable (614,727) --
Customer deposits 28,658 21,337
----------- -----------
Net cash used in operating activities (411,794) (595,021)
----------- -----------
INVESTING ACTIVITIES:
(Payments for) proceeds from investments, net (633,879) 1,276,464
Purchases of property and equipment (200,465) (225,556)
Payments for intangibles and other (138,891) (5,612)
----------- -----------
Net cash provided by (used in) investing activities (973,235) 1,045,296
----------- -----------
Payments on debt (15,158) (6,094)
Proceeds from issuance of common stock, net 23,400 4,220
----------- -----------
Net cash provided by (used in) financing activities 8,242 (1,874)
----------- -----------
EFFECT OF EXCHANGE RATE CHANGES ON CASH (189,219) (169,271)
----------- -----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,566,006) 279,130
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 8,029,318 6,637,184
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 6,463,312 $ 6,916,314
=========== ===========
See accompanying notes to condensed consolidated financial statements.
6
FARO TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
(UNAUDITED)
NOTE A - DESCRIPTION OF BUSINESS
FARO Technologies, Inc. and subsidiaries develops, manufactures, markets and
supports Computer Aided Design (CAD)-based quality assurance products and
CAD-based inspection and statistical process control software.
The Company has four wholly-owned subsidiaries FARO FSC, Ltd.; FARO Europe GmbH
& Co. KG, a German company, FARO Japan KKK, a Japanese company, and Antares LDA,
a Portuguese company. The consolidated financial statements include the accounts
of FARO Technologies, Inc. and all wholly-owned subsidiaries (collectively, the
"Company"). All significant intercompany transactions and balances have been
eliminated. The financial statements of foreign subsidiaries have been
translated into U.S. dollars using the current exchange rate in effect at each
balance sheet date, for assets and liabilities, and the weighted average
exchange rates during each reporting period, for results of operations.
Cumulative adjustments resulting from translation of the financial statements
are reflected as a separate component of comprehensive loss in the equity
section.
NOTE B - BASIS OF PRESENTATION AND RECENT ACCOUNTING PRONOUNCEMENTS
The accompanying condensed consolidated financial statements have been prepared
in accordance with the instructions to Form 10-Q and do not include all the
information and footnote disclosure required by generally accepted accounting
principles for complete consolidated financial statements. In the opinion of
management, all adjustments (consisting only of normal recurring accruals)
necessary for a fair presentation of the consolidated financial position and
operating results for the interim periods have been included. The consolidated
results of operations for the three months ended March 31, 2001 are not
necessarily indicative of results that may be expected for the year ending
December 31, 2001. These condensed consolidated financial statements should be
read in conjunction with the audited consolidated financial statements of the
Company as of December 31, 2000 and 1999, and for each of the three years in the
period ended December 31, 2000 included in the Company's 2000 Annual Report to
Stockholders.
In June 2000, the FASB issued Statement No. 138, Accounting for Certain Hedging
Activities, which amended Statement No. 133, Accounting for Certain Hedging
Activities and required concurrent adoption with Statement No. 133. The Company
adopted these new Statements effective January 1, 2001. The Company's adoption
of these Statements did not have a significant effect on its results of
operations or financial position.
NOTE C - CASH AND CASH EQUIVALENT AND INVESTMENTS
CASH AND CASH EQUIVALENTS - The Company considers cash on hand and amounts on
deposit with financial institutions which have original maturities of three
months or less to be cash and cash equivalents. All short-term investments in
debt securities which have maturities of three months or less are classified as
trading securities, which are carried at market value based upon the quoted
market prices of those investments at each respective balance sheet date.
INVESTMENTS - Short-term investments and investments ordinarily consist of debt
securities acquired with cash not immediately needed in operations. At March 31,
2001 and December 31, 2000 short-term
7
investments consisted of government agency securities and corporate notes with
maturities not exceeding one year. Investments have maturities of at least one
year (none have maturities exceeding two years).
Investments consist of the following:
MARCH 31, DECEMBER 31,
2001 2000
------------ ------------
Government agency securities $ 1,536,495 $ 898,840
Certificates of deposit 339,000 240,309
Corporate notes 2,271,520 3,616,423
------------ ------------
Total investments $ 4,147,015 $ 4,755,572
============ ============
NOTE D - INVENTORIES
Inventories consist of the following:
March 31, December 31,
2001 2000
------------- -------------
Raw materials $ 639,858 $ 486,002
Work-in-process 1,932,907 1,610,210
Finished goods 855,232 991,169
Sales demonstration 3,298,681 3,276,909
------------- -------------
Total inventories $ 6,726,678 $ 6,364,290
============= ============
NOTE E - NOTES RECEIVABLE
In 1998, the Company acquired CATS GmbH for total consideration of $16 million
(including direct costs of the acquisition), consisting of $5 million in cash,
916,668 shares of the Company's Common Stock and the assumption of certain
outstanding liabilities of CATS. The acquisition agreement provided that the
Company would provide a loan to each of the two former shareholders of CATS to
fund their tax liability in connection with the Company's acquisition of CATS.
Such former CATS shareholders remain key employees of the Company.
Pursuant to a Loan Agreement dated August 2, 1999 with each of the former CATS
shareholders, the Company agreed to loan to the former CATS shareholders an
amount equal to their tax obligation to the German tax authorities in connection
with the Company's acquisition of CATS. In June 2000, the German tax authorities
issued a tax assessment to each of the former CATS shareholders. In connection
therewith, on June 20, 2000 the Company and each of the former CATS shareholders
entered into an Amended and Restated Loan Agreement and the Company granted
loans to the former CATS shareholders in the aggregate amount of $1.1 million
("the Loans"). The Loans are for a term of three years, at an interest rate of
approximately 4.3%, and grant the borrowers an option to extend the term for an
additional three years. As collateral for the Loans, the former CATS
shareholders pledged to the Company 177,074 shares of the Company's Common
Stock. The Loans are a non-recourse obligation of the former CATS shareholders.
8
NOTE F - EARNINGS PER SHARE
A reconciliation of the number of common shares used in the calculation of basic
and diluted earnings per share ("EPS") is presented below:
THREE MONTHS ENDED MARCH 31,
------------------------------------------------------
2001 2000
------------------------ -------------------------
PER-SHARE PER-SHARE
SHARES AMOUNT SHARES AMOUNT
---------- --------- ---------- ----------
Basic EPS 11,030,706 $ (.10) 11,019,836 $ (.04)
Effect of dilutive securities -- --
---------- ---------
Diluted EPS 11,030,706 $ (.10) 11,019,836 $ (.04)
========== ==========
NOTE G - SEGMENT GEOGRAPHIC DATA
The Company develops, manufactures, markets and supports Computer Aided Design
(CAD)-based quality assurance products and CAD-based inspection and statistical
process control software. This one line of business represents more than 99% of
consolidated sales. The Company operates through sales teams established by
geographic area. Each team is equipped to deliver the entire line of Company
products to customers within its geographic area. The Company has aggregated the
sales teams into a single operating segment as a result of the similarities in
the nature of products sold, the type of customers and the methods used to
distribute the Company's products.
The following table presents information about the Company by geographic area:
THREE MONTHS ENDED MARCH 31,
-------------------------------
2001 2000
---------- ----------
SALES:
United States $3,437,678 $4,657,383
Germany 1,492,030 2,065,952
United Kingdom 625,587 951,842
France 939,781 748,196
Other foreign 1,910,454 1,426,394
---------- ----------
Total $8,405,530 $9,849,767
========== ==========
MARCH 31, DECEMBER 31,
2001 2000
---------- ----------
LONG-LIVED ASSETS (NET):
United States $2,287,123 $2,326,790
Germany 2,910,764 3,385,662
Other foreign 131,553 145,167
---------- ----------
Total $5,329,440 $5,857,619
========== ==========
The geographical information presented above represents sales to the respective
countries, whereas the long-lived assets are held in the respective countries.
9
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THE FOLLOWING INFORMATION SHOULD BE READ IN CONJUNCTION WITH THE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY, INCLUDING THE NOTES
THERETO, INCLUDED ELSEWHERE IN THIS FORM 10-Q, AND THE MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS INCLUDED IN THE
COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2000.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THREE MONTHS ENDED MARCH 31, 2000
SALES. Sales decreased by $1.4 million, or 14.3%, from $9.8 million for
the three months ended March 31, 2000 to $8.4 million for three months ended
March 31, 2001. The decrease primarily resulted from decreases in product unit
sales in all geographic regions and the effect of the stronger U.S. dollar in
the first quarter of 2001.
GROSS PROFIT. Gross profit decreased by $900,000 or 16.0%, from $5.9
million for the three months ended March 31, 2000 to $5.0 million for the three
months ended March 31, 2001. Gross margin decreased, to 59.1% for the three
months ended March 31, 2001 from 60.0% for the three months ended March 31,
2000. The decrease in gross margin was primarily a result of more aggressive
sales discounts and lower sales volume in the three months ended March 31, 2001.
SELLING EXPENSES. Selling expenses decreased by $200,000, or 5.6%, from
$3.6 million for the three months ended March 31, 2000 to $3.4 million for the
three months ended March 31, 2001. This decrease was primarily a result of lower
selling expenses in the United States particularly in commissions due to lower
sales volume, partially offset by slight increase in Europe and Japan due to
higher compensation and marketing expenses and the effect of the stronger U.S.
dollar in the first quarter of 2001.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative
expenses increased by $100,000 or 7.7%, from $1.3 million for the three months
ended March 31, 2000 to $1.4 million for the three months ended March 31, 2001.
The increase was due to increased administrative expenses in the United States,
net of the effect of the stronger U.S. dollar in 2001.
DEPRECIATION AND AMORTIZATION EXPENSES. Depreciation and amortization
expenses increased by $29,000 or 4.5%, from $638,000 for the three months ended
March 31, 2000 to $667,000 for the three months ended March 31, 2001. This
increase was primarily due to depreciation on normal asset additions in the
first quarter of 2001.
RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses
decreased by $100,000, or 10%, from $1.0 million, for the three months ended
March 31, 2000 to $900,000 for the three months ended March 31, 2001 principally
as a result of lower R&D expenses in Europe and the effect of the stronger U.S.
dollar in 2001.
INTEREST INCOME. Interest income increased by $39,000, or 19.8%, from
$197,000 for the three months ended March 31, 2000, to $236,000 for the three
months ended March 31, 2001. The increase was primarily attributable to an
increase in the average amount of interest-earning cash, cash equivalents, and
investments held during the first quarter of 2001 (see Liquidity and Capital
Resources below).
NET LOSS. Net loss increased by $670,000 from $418,000 for the three
months ended March 31, 2000 to $1.1 million for the three months ended March 31,
2001 due to the factors stated above.
10
LIQUIDITY AND CAPITAL RESOURCES
For the three months ended March 31, 2001, net cash used in operating
activities was $412,000 compared to $595,000 for the three months ended March
31, 2000. The decrease was principally due to a decrease in net operating assets
offset in part by the increase in operating loss, in 2001. Net cash used in
investing activities was $973,000 for the three months ended March 31, 2001,
compared to net cash provided of $1.0 million for the three months ended March
31, 2000. The decrease in net cash provided by investing activities is primarily
attributable to payments for investments ($634,000) and payments for intangibles
($139,000) in 2001 versus proceeds from investments ($1.3 million) in 2000.
Currency exchange rate changes resulted in a $189,000 reduction on the Company's
reported cash at March 31, 2001.
In connection with its agreement with SMX Corp. to provide to SMX up to
$3.0 million in new financing, the Company provided a $1.5 Million loan to SMX
in April 2001.
The Company's principal commitments at March 31, 2001 resulted from
leases on its headquarters and regional offices and from leases on motor
vehicles and office equipment. There were no material commitments for capital
expenditures at that date. The Company believes that its cash, investments, cash
flows from operations and funds available from its credit facility will be
sufficient to satisfy its working capital, loan commitment and capital
expenditure needs through the foreseeable future.
FOREIGN EXCHANGE EXPOSURE
Sales outside the United States represent a significant portion of the
Company's total revenues. At present, the majority of the Company's revenues and
expenses are invoiced and paid in U.S. dollars. In the future, the Company
expects a greater portion of its revenues to be denominated in foreign
currencies. Fluctuations in exchange rates between the U.S. dollar and such
foreign currencies may have a material adverse effect on the Company's business,
results of operations and financial condition, and could specifically result in
foreign exchange losses. The impact of future exchange rate fluctuations on the
results of operations cannot be accurately predicted. To the extent that the
percentage of the Company's non-U.S. dollar revenues derived from international
sales increases in the future, the Company's exposure to risks associated with
fluctuations in foreign exchange rates will increase. Historically, the Company
has not hedged against the risks associated with fluctuations in exchange rates.
The Company at present is evaluating its exposure, and may use foreign exchange
contracts and/or foreign currency options to hedge these risks in the future.
INFLATION
The Company believes that inflation has not had a material impact on
its results of operations in recent years and it does not expect inflation to
have a material impact on its operations in 2001.
CONVERSION TO THE EURO
On January 1, 1999, certain member countries of the European Union
established fixed conversion rates between their existing currencies and the
European Union's common currency (Euro). The transition period for the
introduction of the Euro ends June 30, 2002. After the transition period certain
member countries of the European Union are expected to adopt the Euro as their
national currency. Issues facing the Company as a result of the introduction of
the Euro include converting information technology systems, reassessing currency
risk, amending lease agreements and other contracts, and processing tax and
accounting records. The Company is addressing these issues and does not expect
the Euro to have a material effect on the Company's financial condition or
results of operations.
11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item is incorporated by reference
herein to the information contained in this report in Part I, Item 2, under the
captions "Foreign Exchange Exposure" and "Inflation."
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
a. The Company's Annual Meeting of Shareholders was held on May 1, 2001.
b. The following members of the Board of Directors were elected to serve
until the 2004 Annual Meeting and until their successors are elected and
qualified:
FOR AGAINST ABSTAINED
--------- ------- ---------
Norman Schipper 9,088,829 - 126,821
Alexandre Raab 9,088,879 - 126,771
The following member of the Board of Directors, who was appointed by the
Board during 2000 to fill a vacancy, was elected to serve until the 2002
Annual Meeting and until his successor is elected and qualified:
FOR AGAINST ABSTAINED
--------- ------- ---------
Stephen Cole 9,088,879 - 126,771
The following members of the Board of Directors whose term of office as
a director continued after the meeting:
Simon Raab, Greg Fraser, Hubert d `Amours, and Andre Julien,
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not involved in any pending legal proceedings other than
routine litigation arising in the ordinary course of business. The Company does
not believe that the results of such litigation, even if the outcome were
unfavorable to the Company, would have a material adverse effect on the
Company's business, financial condition or results of operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a.) Exhibits
None
b.) Reports on Form 8-K
None
12
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.
Date: May 14, 2001 FARO TECHNOLOGIES, INC.
(Registrant)
By: /s/ GREGORY A. FRASER
--------------------------------------
Gregory A. Fraser
Executive Vice President, Secretary and Treasurer
(Duly Authorized Officer and Principal Financial
Officer)
12