Form 6-K Q4-2006 2006-08-31
 



 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 6-K


Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16
Under the Securities Exchange Act of 1934

For the month of October 2006

EXFO Electro-Optical Engineering Inc.
(Translation of registrant’s name into English)

400 Godin Avenue, Quebec, Quebec, Canada G1M 2K2
(Address of principal executive offices)


Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.


Form 20-F þ
Form 40-F o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o
No þ


If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-______.



 
Page 1 of 11

TABLE OF CONTENTS
 
Signatures
EXFO Reports Strong Sales and Earnings Growth for Fiscal 2006
Interim Consolidated Balance Sheet
Interim Unaudited Consolidated Statement of Earnings
Interim Consolidated Statements of Deficit and Contributed Surplus
Interim Unaudited Consolidated Statement of Cash Flows

Page 2 of 11


On October 25, 2006, EXFO Electro-Optical Engineering Inc., a Canadian corporation, reported its results of operations for the fourth fiscal quarter and year end for the fiscal year ended August 31, 2006. This report on Form 6-K sets forth the news release relating to EXFO’s announcement and certain information relating to EXFO’s financial condition and results of operations for the fourth fiscal quarter of the 2006 fiscal year. This press release and information relating to EXFO’s financial condition and results of operations for the fourth fiscal quarter of the 2006 fiscal year are hereby incorporated as a document by reference to Form F-3 (Registration Statement under the Securities Act of 1933) declared effective as of July 30, 2001 and to Form F-3 (Registration Statement under the Securities Act of 1933) declared effective as of March 11, 2002 and to amend certain material information as set forth in these two Form F-3 documents.


Page 3 of 11


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.



 
EXFO ELECTRO-OPTICAL ENGINEERING INC.
 
 
 

By: /s/ Benoit Ringuette
Name: Benoit Ringuette
Title: Legal Counsel and Corporate Secretary
   


Date: October 26, 2006
 

 
Page 4 of 11


EXFO Reports Strong Sales and Earnings Growth for Fiscal 2006

 
§  Sales increase 31.9% year-over-year to US$128.3 million
 
§  GAAP net earnings reach US$8.1 million compared to a net loss of US$1.6 million in 2005
 
§  Gross margin improves to 55.3%
 
§  Cash flows from operating activities amount to US$12.3 million
 
QUEBEC CITY, CANADA, October 25, 2006—EXFO Electro-Optical Engineering Inc. (NASDAQ: EXFO, TSX: EXF) reported today strong sales and earnings growth for the fiscal year ended August 31, 2006.

Sales increased 31.9% to US$128.3 million in fiscal 2006 from US$97.2 million in 2005. In the fourth quarter of 2006, sales reached US$35.7 million compared to US$35.4 million in the previous quarter and US$26.3 million in the fourth quarter of 2005. Net bookings totaled US$32.6 million in the fourth quarter of fiscal 2006 compared to US$37.9 million (-14.0%) in the third quarter of 2006 and US$24.6 million (+32.6%) in the fourth quarter of 2005.
Gross margin improved to 55.3% of sales in fiscal 2006 from 54.7% in 2005. In the fourth quarter of 2006, gross margin amounted to 54.3% compared to 56.4% in the previous quarter and 54.7% in the fourth quarter of 2005.

GAAP net earnings totaled US$8.1 million, or US$0.12 per diluted share, in fiscal 2006 compared to a net loss of US$1.6 million, or US$0.02 per diluted share, in 2005. GAAP net earnings in 2006 included US$4.4 million in amortization of intangible assets, US$1.0 million in stock-based compensation costs, US$0.6 million in impairment of long-lived assets, and a non-recurring government revenue grant of US$1.3 million.

In the fourth quarter of 2006, GAAP net earnings amounted to US$2.9 million, or US$0.04 per diluted share, compared to US$3.5 million, or US$0.05 per diluted share, in the third quarter of 2006 and US$0.5 million, or US$0.01 per diluted share, in the fourth quarter of 2005. GAAP net earnings included US$1.0 million in amortization of intangible assets and US$0.2 million in stock-based compensation costs in the fourth quarter of 2006.

“Clearly, EXFO stands out in the telecom industry with 12 consecutive quarters of sales growth, a 31.9% year-over-year sales increase in fiscal 2006, as well as compound annual growth rates (CAGRs) of 27.5% and 20.9% over the last 3 and 10 years, respectively, despite the 2001 telecom crisis,” said Germain Lamonde, EXFO’s Chairman of the Board, President and CEO. “Like every year since our inception in 1985, I believe that we have increased sales faster than our end-markets. Our bottom-line improved even faster than our top-line in recent years with GAAP net earnings of US$8.1 million in 2006, thus extending our sequence to seven consecutive quarters of GAAP profitability. These performance highlights, which must be weighed against the strengthening Canadian dollar, larger customers consolidating and competitors intensifying pricing pressure, reflect ongoing market-share gains in each division as well as operating efficiencies throughout the company.”

“Based on long-term planning and judicious R&D investments in optical, protocol and copper access testing, I believe that EXFO is well-positioned to benefit from the migration of carriers to converged, IP-based networking as they increase bandwidth and accelerate triple-play service deployments,” Mr. Lamonde added. “We intend to continue strengthening our sales, marketing and R&D teams in order to build on our competitive advantage in the marketplace. As well, I am pleased to report that we surpassed two key corporate performance goals for fiscal 2006 and have announced ambitious performance metrics for 2007, as we maintain our focus on growing faster than our end-markets, increasing net earnings faster than revenues, and achieving these results through excellence in product innovation. I would like to thank all our employees for their outstanding commitment and real passion to serve our customers, since we could not aspire to reach such lofty heights without their wholehearted contribution.”
 
Page 5 of 11

 
Selected Financial Information
(In thousands of US dollars)

Segmented results:
 
Q4 2006
 
Q3 2006
 
Q4 2005
 
FY 2006
 
FY 2005
 
 
 
(unaudited)
 
(unaudited)
 
(unaudited)
 
(unaudited)
     
Sales:
                     
Telecom Division
 
$
30,111
 
$
29,935
 
$
21,174
 
$
107,376
 
$
80,120
 
Life Sciences & Industrial Division
   
5,622
   
5,475
   
5,130
   
20,877
   
17,096
 
 Total
 
$
35,733
 
$
35,410
 
$
26,304
 
$
128,253
 
$
97,216
 
                                 
Earnings (loss) from operations:
                               
Telecom Division
 
$
1,275
 
$
3,696
 
$
523
 
$
6,679
 
$
763
 
Life Sciences & Industrial Division
   
1,088
   
(88
)
 
288
   
1,383
   
(962
)
 Total
 
$
2,363
 
$
3,608
 
$
811
 
$
8,062
 
$
(199
)
                                 
Other selected information:
                               
GAAP net earnings (loss)
 
$
2,910
 
$
3,504
 
$
454
 
$
8,135
 
$
(1,634
)
Amortization of intangible assets
 
$
1,043
 
$
994
 
$
1,198
 
$
4,394
 
$
4,836
 
Stock-based compensation costs
 
$
213
 
$
264
 
$
288
 
$
1,032
 
$
963
 
Impairment of long-lived assets
 
$
 
$
604
 
$
 
$
604
 
$
 
Government grants revenue
 
$
 
$
(1,307
)
$
 
$
(1,307
)
$
 
Restructuring charges
 
$
 
$
 
$
 
$
 
$
292
 

Operating Expenses
Selling and administrative expenses amounted to US$40.3 million, or 31.4% of sales, in fiscal 2006 compared to US$31.8 million, or 32.7% of sales, in 2005. In the fourth quarter of 2006, selling and administrative expenses totaled US$10.9 million, or 30.4% of sales, compared to US$11.1 million, or 31.3% of sales, in the third quarter of 2006 and US$8.1 million, or 30.7% of sales, in the fourth quarter of 2005.

Gross research and development (R&D) expenses reached US$19.5 million, or 15.2% of sales, in fiscal 2006 compared to US$15.9 million, or 16.3% of sales, in 2005. In the fourth quarter of 2006, gross R&D expenses attained US$5.2 million, or 14.6% of sales, compared to US$5.3 million, or 15.1% of sales, in the previous quarter and US$4.1 million, or 15.8% of sales, in the fourth quarter of 2005.

Net R&D expenses totaled US$15.4 million, or 12.0% of sales in fiscal 2006, compared to US$12.2 million, or 12.5% of sales, in 2005. In the fourth quarter of 2006, net R&D expenses amounted to US$4.3 million, or 12.0% of sales, compared to US$4.1 million, or 11.6% of sales, in the third quarter of 2006 and US$3.3 million, or 12.5% of sales, in the fourth quarter of 2005.
 
Page 6 of 11

 
Fiscal 2006 and Fourth-Quarter Business Highlights
§  
Market expansion — EXFO increased its sales 31.9% year-over-year to US$128.3 million in fiscal 2006 largely due to market-share gains in the telecom test equipment market. At the beginning of the fiscal year, the company had established its corporate sales growth metric at 15%, but the strong performance in the first half of the year coupled with the Consultronics acquisition prompted it to raise the bar to 25%. The Telecom Division and Life Sciences & Industrial Division delivered year-over-year sales growth of 34.0% and 22.1%, respectively. Confirming market-share gains in the optical test equipment market, Frost & Sullivan named EXFO recipient of the Growth Strategy Leadership Award for the third consecutive year. Continuing efforts to diversify its end-markets, EXFO expanded into broadband copper access testing for IPTV and VoIP applications through the Consultronics acquisition. In terms of customer diversity and market expansion, EXFO’s top customer represented 13.8% of sales in fiscal 2006 compared to 23.3% in 2005, while sales to Europe, Middle East and Africa (EMEA) and Asia-Pacific improved from 31.9% of sales in 2005 to 40.3% in 2006.

§  
Profitability — EXFO completed fiscal 2006 with GAAP net earnings of $8.1 million or $0.12 per diluted share. In the fourth quarter, GAAP net earnings totaled US$2.9 million or US$0.04 per diluted share. Looking at operating margin, it reached 6.3% of sales in 2006, while the company’s published goal was 5%. For every additional sales dollar in fiscal 2006 over 2005, US$0.31 flowed to earnings before income taxes. The company also generated US$12.3 million in cash flows from operating activities in 2006, raising its cash and short-term investments to $111.3 million.

§  
Innovation — EXFO launched two new products in the fourth quarter, including optical transport network (OTN-1/2) testing functionalities for its Transport Blazer field and manufacturing/R&D test modules and the enhanced CoVALT, a handheld tester for digital subscriber line (DSL) circuits and voice-over Internet Protocol (VoIP) services. Altogether, the company released 18 new products in fiscal 2006, compared to 15 in 2005, to strengthen its market position in protocol and IP testing as well as FTTx and broadband deployment testing. Innovation delivered a strong return on investment with products on the market two years or less accounting for 37.1% of sales in 2006, while the stated goal was 40%.

Business Outlook
EXFO forecasts sales between US$34.0 million and US$37.0 million and GAAP net earnings between US$0.02 and US$0.05 per diluted share for the first quarter of fiscal 2007. GAAP net earnings include US$0.02 per diluted share in amortization of intangible assets and stock-based compensation costs.
 
Corporate Performance Objectives for Fiscal 2007/Results for Fiscal 2006
EXFO disclosed the following three corporate objectives and related metrics for fiscal 2007 as well as results for fiscal 2006. It should be noted that fiscal 2007 metrics are not guidance, but goals that management has set out to achieve.

Objectives
2007 Metrics
2006 Metrics
2006 Results
Increase sales (% of year-over-year growth)
20%
25%*
31.9%
Maximize profitability (operating margin in %)
7%
5%
6.3%
Focus on innovation (sales % from products <2 years on market)
35%
40%
37.1%
 
*Sales growth metric was updated at the end of the second quarter in 2006 to reflect mid-year results and Consultronics acquisition.
 
Page 7 of 11

 
Conference Call and Webcast
EXFO will host a conference call today at 5 p.m. (Eastern time) to review its fourth-quarter and year-end financial results for fiscal 2006. To listen to the conference call and participate in the question period via telephone, dial 1-416-620-5683. Germain Lamonde, Chairman, President and CEO, and Pierre Plamondon, CA, Vice-President of Finance and Chief Financial Officer, will participate in the call. An audio replay will be available one hour after the end of the conference call until 7 p.m. on November 1, 2006. The replay number is 1-402-977-9141 and the reservation number is 21304423. The live audio Webcast and replay of the conference call will also be available on EXFO’s Website at www.EXFO.com/investors.
 
About EXFO
EXFO is a recognized test and measurement expert in the global telecommunications industry. The Telecom Division, which represents the majority of the company's business, offers a full suite of test solutions and monitoring systems to network service providers, cable TV operators, telecom system vendors and component manufacturers in approximately 70 countries. EXFO is the global market leader for portable optical test solutions and a leading supplier of protocol and access test solutions to enable triple-play deployments and converged IP networking. Its PC/Windows-based modular FTB-200; FTB-400 and IQS-500 test platforms host a wide range of modular test solutions across optical, physical, data and network layers, while maximizing technology reuse across several market segments. The Life Sciences and Industrial Division, which leverages several core telecom technologies, offers value-added solutions in the life sciences and high-precision assembly sectors based on advanced spot-curing, fluorescence microscopy and nanopositioning solutions. For more information about EXFO, visit www.EXFO.com.

Forward-Looking Statements
This news release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, and we intend that such forward-looking statements be subject to the safe harbors created thereby. Forward-looking statements are statements other than historical information or statements of current condition. Words such as may, will, expect, believe, anticipate, intend, could, estimate, continue, or the negative or comparable terminology are intended to identify forward-looking statements. In addition, any statements that refer to expectations, projections or other characterizations of future events and circumstances are considered forward-looking statements. They are not guarantees of future performance and involve risks and uncertainties. Actual results may differ materially from those in forward-looking statements due to various factors including consolidation in the global telecommunications test and measurement industry; capital spending levels in the telecommunications, life sciences and high-precision assembly sectors; concentration of sales; fluctuating exchange rates and our ability to execute in these uncertain conditions; the effects of the additional actions we have taken in response to such economic uncertainty (including our ability to quickly adapt cost structures with anticipated levels of business, ability to manage inventory levels with market demand); market acceptance of our new products and other upcoming products; limited visibility with regards to customer orders and the timing of such orders; our ability to successfully integrate our acquired and to-be-acquired businesses; the retention of key technical and management personnel; and future economic, competitive and market conditions. Assumptions relating to the foregoing involve judgments and risks, all of which are difficult or impossible to predict and many of which are beyond our control. Other risk factors that may affect our future performance and operations are detailed in our Annual Report, on Form 20-F, and our other filings with the U.S. Securities and Exchange Commission and the Canadian securities commissions. We believe that the expectations reflected in the forward-looking statements are reasonable based on information currently available to us, but we cannot assure you that the expectations will prove to have been correct. Accordingly, you should not place undue reliance on these forward-looking statements. These statements speak only as of the date of this document. We undertake no obligation to revise or update any of them to reflect events or circumstances that occur after the date of this document.
 
For more information
Vance Oliver
Manager, Investor Relations
(418) 683-0913, Ext. 3733
vance.oliver@exfo.com

 
Page 8 of 11

EXFO Electro-Optical Engineering Inc.
Interim Consolidated Balance Sheet
 
(in thousands of US dollars)
 

   
As at
August 31,
2006
 
As at
August 31,
2005
 
           
   
(unaudited)
     
           
Assets
         
           
Current assets
         
Cash
 
$
6,853
 
$
7,119
 
Short-term investments
   
104,437
   
104,883
 
Accounts receivable
             
Trade, less allowance for doubtful accounts of $451
($352 as at August 31, 2005)
   
20,891
   
13,945
 
Other
   
2,792
   
2,007
 
Income taxes and tax credits recoverable
   
2,201
   
2,392
 
Inventories
   
24,623
   
17,749
 
Prepaid expenses
   
1,404
   
1,112
 
               
     
163,201
   
149,207
 
               
Income taxes recoverable
   
476
   
459
 
               
Property, plant and equipment
   
17,392
   
13,719
 
               
Long-lived asset held for sale
   
   
1,600
 
               
Intangible assets
   
10,948
   
5,602
 
               
Goodwill
   
27,142
   
20,370
 
               
   
$
219,159
 
$
190,957
 
Liabilities
             
               
Current liabilities
             
Accounts payable and accrued liabilities
 
$
17,337
 
$
12,201
 
Deferred revenue
   
1,772
   
1,584
 
Current portion of long-term debt
   
107
   
134
 
               
     
19,216
   
13,919
 
               
Deferred revenue
   
2,632
   
1,568
 
               
Government grants
   
723
   
1,872
 
               
Long-term debt
   
354
   
198
 
               
     
22,925
   
17,557
 
               
               
Shareholders’ Equity
             
               
Share capital
   
148,921
   
521,875
 
Contributed surplus
   
3,776
   
2,949
 
Deficit
   
   
(381,846
)
Cumulative translation adjustment
   
43,537
   
30,422
 
               
     
196,234
   
173,400
 
               
   
$
219,159
 
$
190,957
 

 
Page 9 of 11

EXFO Electro-Optical Engineering Inc.
Interim Unaudited Consolidated Statements of Earnings
 
(in thousands of US dollars, except share and per share data)
 

   
Three months ended
August 31, 2006
 
Twelve months ended
August 31, 2006
 
Three months ended
August 31, 2005
 
Twelve months ended
August 31, 2005
 
                   
Sales
 
$
35,733
 
$
128,253
 
$
26,304
 
$
97,216
 
                           
Cost of sales (1,2)
   
16,318
   
57,275
   
11,925
   
44,059
 
                           
Gross margin
   
19,415
   
70,978
   
14,379
   
53,157
 
                           
Operating expenses
                         
Selling and administrative (1)
   
10,857
   
40,298
   
8,072
   
31,782
 
Net research and development (1)
   
4,281
   
15,404
   
3,287
   
12,190
 
Amortization of property, plant and equipment
   
871
   
3,523
   
1,011
   
4,256
 
Amortization of intangible assets
   
1,043
   
4,394
   
1,198
   
4,836
 
Impairment of long-lived assets
   
   
604
   
   
 
Government grants
   
   
(1,307
)
 
   
 
Restructuring and other charges
   
   
   
   
292
 
                           
Total operating expenses
   
17,052
   
62,916
   
13,568
   
53,356
 
                           
Earnings (loss) from operations
   
2,363
   
8,062
   
811
   
(199
)
                           
Interest and other income
   
1,074
   
3,253
   
558
   
2,524
 
Foreign exchange gain (loss)
   
17
   
(595
)
 
(507
)
 
(1,336
)
                           
Earnings before income taxes
   
3,454
   
10,720
   
862
   
989
 
                           
Income taxes
   
544
   
2,585
   
408
   
2,623
 
                           
Net earnings (loss) for the period
 
$
2,910
 
$
8,135
 
$
454
 
$
(1,634
)
                           
Basic and diluted net earnings (loss) per share
 
$
0.04
 
$
0.12
 
$
0.01
 
$
(0.02
)
                           
Basic weighted average number of shares outstanding (000’s)
   
68,735
   
68,643
   
68,562
   
68,526
 
                           
Diluted weighted average number of shares outstanding (000’s)
   
69,346
   
69,275
   
68,996
   
68,981
 
                           
(1) Stock-based compensation costs included in:
                         
Cost of sales
 
$
16
 
$
127
 
$
42
 
$
143
 
Selling and administrative
   
142
   
701
   
184
   
626
 
Net research and development
   
55
   
204
   
62
   
194
 
                           
   
$
213
 
$
1,032
 
$
288
 
$
963
 
                           
(2) The cost of sales is exclusive of amortization, shown separately.
           
 
 
Page 10 of 11

EXFO Electro-Optical Engineering Inc.
Interim Consolidated Statements of Deficit and Contributed Surplus
 
(in thousands of US dollars)
 

Deficit
         
   
Twelve months ended August 31,
 
   
2006
 
2005
 
   
(unaudited)
     
           
Balance - Beginning of period
 
$
(381,846
)
$
(380,212
)
               
Deduct (add)
             
Net earnings (loss) for the period
   
8,135
   
(1,634
)
Elimination of deficit by reduction of share capital
   
373,711
   
-
 
               
Balance - End of period
 
$
-
 
$
(381,846
)




Contributed surplus
         
   
Twelve months ended August 31,
 
   
2006
 
2005
 
   
(unaudited)
     
           
Balance - Beginning of period
 
$
2,949
 
$
1,986
 
               
Add (deduct)
             
Stock-based compensation costs
   
1,027
   
963
 
Reclassification of stock-based compensation costs to share capital upon exercise of stock awards
   
(200
)
 
-
 
Premium on resale of share capital
   
-
   
-
 
               
Balance - End of period
 
$
3,776
 
$
2,949
 
 
Page 11 of 11

EXFO Electro-Optical Engineering Inc.
Interim Unaudited Consolidated Satements of Cash Flows
 
(in thousands of US dollars)
 

   
Three months ended
August 31, 2006
 
Twelve months ended
August 31, 2006
 
Three months ended
August 31, 2005
 
Twelve months ended
August 31, 2005
 
                   
Cash flows from operating activities
                 
Net earnings (loss) for the period
 
$
2,910
 
$
8,135
 
$
454
 
$
(1,634
)
Add (deduct) items not affecting cash
                         
Discount on short-term investments
   
(872
)
 
(229
)
 
(565
)
 
(302
)
Stock-based compensation costs
   
213
   
1,032
   
288
   
963
 
Amortization
   
1,914
   
7,917
   
2,209
   
9,092
 
Impairment of long-lived assets
   
   
604
   
   
 
Government grants
   
   
(1,307
)
 
   
 
Deferred revenue
   
538
   
786
   
133
   
977
 
     
4,703
   
16,938
   
2,519
   
9,096
 
                           
Change in non-cash operating items
                         
Accounts receivable
   
1,521
   
(2,637
)
 
382
   
(838
)
Income taxes and tax credits
   
1,690
   
329
   
1,023
   
6,096
 
Inventories
   
803
   
(2,287
)
 
2,616
   
(699
)
Prepaid expenses
   
260
   
79
   
258
   
544
 
Accounts payable and accrued liabilities
   
(759
)
 
(144
)
 
(1,227
)
 
(164
)
                           
     
8,218
   
12,278
   
5,571
   
14,035
 
Cash flows from investing activities
                         
Additions to short-term investments
   
(34,655
)
 
(673,289
)
 
(96,710
)
 
(585,665
)
Proceeds from disposal and maturity of short-term investments
   
29,845
   
681,500
   
94,345
   
574,207
 
Additions to property, plant and equipment and intangible assets
   
(847
)
 
(3,378
)
 
(275
)
 
(1,501
)
Business combination, net of cash acquired
   
(338
)
 
(18,054
)
 
   
 
                           
     
(5,995
)
 
(13,221
)
 
(2,640
)
 
(12,959
)
Cash flows from financing activities
                         
Repayment of long-term debt
   
(257
)
 
(415
)
 
(32
)
 
(121
)
Exercise of stock options
   
54
   
557
   
18
   
148
 
Share issue expenses
   
   
   
   
(6
)
                           
     
(203
)
 
142
   
(14
)
 
21
 
                           
Effect of foreign exchange rate changes on cash
   
(148
)
 
535
   
245
   
863
 
                           
Change in cash
   
1,872
   
(266
)
 
3,162
   
1,960
 
                           
Cash - Beginning of period
   
4,981
   
7,119
   
3,957
   
5,159
 
                           
Cash - End of period
 
$
6,853
 
$
6,853
 
$
7,119
 
$
7,119