xanada
16 years ago
Form 8-K for FARO TECHNOLOGIES INC
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14-Nov-2008
Entry into a Material Definitive Agreement, Change in Directors or Principa
Item 1.01 Entry into a Material Definitive Agreement
Amended and Restated Employment Agreement with Jay Freeland
On November 7, 2008, FARO Technologies, Inc. (the "Company"), entered into an amended and restated employment agreement (the "Restated Freeland Agreement") with Jay Freeland, the Company's Chief Executive Officer, which amends and restates in its entirety the employment agreement dated as of October 20, 2006 between the Company and Jay Freeland.
The Restated Freeland Agreement provides that, in the event that Mr. Freeland's employment with the Company is terminated by the Company without cause (as defined in the Restated Freeland Agreement) or by him for good reason (as defined in the Restated Freeland Agreement), (a) the Company shall make payments to Mr. Freeland of continued salary for one year beginning on the date of Mr. Freeland's separation from service (as defined in the Restated Freeland Agreement) at a rate equal to Mr. Freeland's base salary plus the average of the annual cash bonus awarded to Mr. Freeland during the last three completed fiscal years of the Company; (b) Mr. Freeland shall receive a lump sum payment of all earned but unpaid compensation through the date of such termination; (c) all unvested stock options, unvested restricted stock, unvested restricted stock units, and other unvested equity awards with respect to the Company's stock held by Mr. Freeland shall vest in full as of the date of such termination; and
(d) the Company shall provide insurance coverage for Mr. Freeland for up to twelve months following such termination.
The Restated Freeland Agreement also provides that, upon a change of control (as defined in the Restated Freeland Agreement), (a) the Company shall pay Mr. Freeland a payment equal to 2.99 times Mr. Freeland's base annual salary, however if the surviving entity in a change of control requests Mr. Freeland to remain employed by the surviving entity on terms substantially the same as provided in the Restated Freeland Agreement, then the Company will not pay Mr. Freeland the change of control payment until the one year anniversary of the date the change of control occurs (or, if earlier, the last day of employment of Mr. Freeland that is requested by the surviving entity) and (b) all unvested stock options, unvested restricted stock, unvested restricted stock units, and other unvested equity awards with respect to the Company's stock held by Mr. Freeland shall vest and, with respect to stock options and other equity awards that are to be exercised, become immediately exercisable.
The foregoing description of the Restated Freeland Agreement does not purport to be complete and is qualified in its entirety by reference to the Restated Freeland Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Amended and Restated Employment Agreement with Keith S. Bair
On November 7, 2008, the Company entered into an amended and restated employment agreement (the "Restated Bair Agreement") with Keith S. Bair, the Company's Chief Financial
Officer and Senior Vice President, which amends and restates in its entirety the employment agreement dated as of December 5, 2006 between the Company and Keith S. Bair.
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The Restated Bair Agreement provides that, in the event that Mr. Bair's employment with the Company is terminated by the Company without cause (as defined in the Restated Bair Agreement) or by him for good reason (as defined in the Restated Bair Agreement), (a) the Company shall make payments to Mr. Bair of continued salary for one year beginning on the date of Mr. Bair's separation from service (as defined in the Restated Bair Agreement) at a rate equal to Mr. Bair's base salary, plus the average of the annual cash bonus awarded to Mr. Bair during the last three completed fiscal years of the Company (such average bonus the "Bair Bonus Amount"); (b) Mr. Bair shall receive a lump sum payment of all earned but unpaid compensation through the date of such termination; (c) all unvested stock options, unvested restricted stock, unvested restricted stock units, and other unvested equity awards with respect to the Company's stock held by Mr. Bair shall vest in full as of the date of such termination; and (d) the Company shall provide insurance coverage for Mr. Bair for up to twelve months following such termination.
The Restated Bair Agreement also provides that, upon a change of control (as defined in the Restated Bair Agreement), (a) the Company shall pay Mr. Bair a payment equal to one times Mr. Bair's base annual salary, plus the Bair Bonus Amount, plus if Mr. Bair has not received an annual cash bonus for the fiscal year in which the change of control occurs, a prorated portion of the Bair Bonus Amount, however if the surviving entity in a change of control requests Mr. Bair to remain employed by the surviving entity on terms substantially the same as provided in the Restated Bair Agreement, then the Company will not pay Mr. Bair the change of control payment until the one year anniversary of the date the change of control occurs (or, if earlier, the last day of employment of Mr. Bair that is requested by the surviving entity) and (b) all unvested stock options, unvested restricted stock, unvested restricted stock units, and other unvested equity awards with respect to the Company's stock held by Mr. Bair shall vest and, with respect to stock options and other equity awards that are to be exercised, become immediately exercisable.
The foregoing description of the Restated Bair Agreement does not purport to be complete and is qualified in its entirety by reference to the Restated Bair Agreement, a copy of which is filed as Exhibit 10.2 hereto and is incorporated by reference herein.
Item 5.02(e). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Change in Control Severance Policy
On November 7, 2008, the Company adopted a Change in Control Severance Policy (the "Policy") that covers such executives of the Company as the Board of Directors of the Company (or the Compensation Committee of the Board of Directors) may designate from time to time (the "Participants"). The initial Participants are senior vice presidents of the Company, including David Morse (SVP & Managing Director - Americas), Siegfried Buss (SVP & Managing
Director - Europe), Steve Garwood (SVP & Managing Director - Asia Pacific), James West (SVP & Chief Technical Officer), and John Townsley (SVP Human Resources).
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The Policy provides that if any Participant's employment with the Company is terminated either without cause (as defined in the Policy) by the Company or for good reason (as defined in the Policy) by the executive, within twelve months following the occurrence of a change in control (as defined in the Policy), upon the Company's receipt of an executed separation agreement and release in a form attached to the Policy, such Participant is entitled to receive:
� a lump sum cash payment equal to the sum of the Participant's highest annual rate of base salary during the twelve month period immediately prior to the Participant's date of termination, plus the average of the annual cash bonus awarded to the Participant during the last three completed fiscal years of the Company; and
� if the Participant has not received an annual cash bonus during the fiscal year in which the Participant's employment is terminated, a cash payment equal to a prorated portion of the annual cash bonus awarded to the Participant during the last three completed fiscal years of the Company; and
� for 12 months following the date the Participant's employment with the Company is terminated, group medical and life insurance coverage to the Participant (and his eligible dependents) and at the end of the foregoing period, the Participant shall be entitled to the continuation of health benefits under the Consolidated Omnibus Budget Reconciliation Act of 1986; and
� to the extent provided in Appendix A of the Policy, if the Participant is subject to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended, a gross-up payment in accordance with the provisions of Appendix A of the Policy.
The foregoing description of the Policy does not purport to be complete and is qualified in its entirety by reference to the Policy (including the schedules, appendixes, and exhibits thereto), a copy of which is filed as Exhibit 10.3 hereto and is incorporated by reference herein.
xanada
16 years ago
FARO Reports Sales Growth of 10.3%, Orders Grow 12.3%
Wednesday October 29, 5:02 pm ET
LAKE MARY, Fla., Oct. 29 /PRNewswire-FirstCall/ -- FARO Technologies, Inc. (Nasdaq: FARO - News) today announced results for the third quarter ended September 27, 2008. Net income for the third quarter was $2.0 million, or $0.12 per diluted share, an increase of $1.3 million, compared to $0.7 million, or $0.04 per diluted share, in the third quarter of 2007.
Sales for the third quarter of 2008 were $49.1 million, an increase of $4.6 million, or 10.3%, from $44.5 million in the third quarter of 2007. New order bookings for the third quarter were $49.2 million, an increase of $5.4 million, or 12.3%, compared with $43.8 million in the third quarter of 2007.
"We saw double-digit orders and sales growth in the third quarter, but our deal closure rate remains below our historical average, continuing the trend we saw in the first and second quarter of this year," stated Jay Freeland, President and Chief Executive Officer of FARO. "New leads and customer demos are at our historical levels in all three regions, which remains a positive sign for the business. However, customers continue to delay their purchasing decisions which is resulting in lower than normal growth rates."
Gross margin for the third quarter of 2008 was 59.1%, compared to 59.4% in the third quarter of 2007. Gross margin decreased primarily as the result of an increase in service costs as a percentage of sales.
Selling expenses as a percentage of sales increased to 31.3% in the third quarter of 2008 from 30.6% in the third quarter of 2007 primarily as a result of an increase in new sales personnel that were added to continue driving the Company's growth.
General and administrative expenses decreased to 13.5% of sales for the third quarter of 2008 from 17.9% in the third quarter of 2007. General and administrative expenses in the third quarter of 2007 include the accrual of $2.65 million for the estimated fines and penalties related to the settlement of the FCPA matter.
The Company increased spending in research and development to accelerate development of new product platforms. Accordingly, R&D costs were $3.2 million in the third quarter of 2008, an increase from $2.9 million in the third quarter of 2007.
Operating margin for the third quarter of 2008 increased to 5.3% from 2.2% in the quarter ended September 29, 2007.
Income tax expense decreased by $1.1 million to $0.5 million for the three months ended September 27, 2008 from $1.6 million for the three months ended September 29, 2007. This decrease was primarily a result of a reduction in the effective tax rate to 19.9% for the three months ended September 27, 2008, from 69.5% for the three months ended September 29, 2007. The Company's effective tax rate was 69.5% in the three months ended September 29, 2007 as a result of an increase in expenses that are non-deductible for U.S. income tax purposes of $2.65 million related to the accrual for the previously mentioned FCPA matter. The Company's effective income tax rate, excluding this effect, would have been 19.9% for the three months ended September 29, 2007.
"In this challenging economic environment, I am pleased with our year-to-date sales growth of more than 15% as well as the strength of our balance sheet with zero debt and more than $100 million in cash and short term investments. Customer interest in our solutions remains strong, but their ability and willingness to transact has slowed. Because of that uncertainty, we are lowering our full-year 2008 revenue guidance from 15-20% growth to 5-10% growth while maintaining our previously issued gross margin guidance of 58-60% of sales. Given the depth and breadth of this global uncertainty, we do not plan to issue guidance for fiscal 2009 until we see stability in the macroeconomic environment," Freeland concluded.
This press release contains forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995) that are subject to risks and uncertainties, such as statements about our plans, objectives, projections, expectations, assumptions, strategies, or future events. Statements that are not historical facts or that describe the Company's plans, objectives, projections, expectations, assumptions, strategies, or goals are forward-looking statements. In addition, words such as "may," "believes," "anticipates," "expects," "intends," "plans," "seeks," "estimates," "will," "should," "could," "projects," "forecast," "target," "goal," and similar expressions or discussions of our strategy or other intentions identify forward-looking statements. Other written or oral statements, which constitute forward-looking statements, also may be made by the Company from time to time. Forward-looking statements are not guarantees of future performance and are subject to various known and unknown risks, uncertainties, and other factors that may cause actual results, performances, or achievements to differ materially from future results, performances, or achievements expressed or implied by such forward-looking statements. Consequently, undue reliance should not be placed on these forward-looking statements.
Factors that could cause actual results to differ materially from what is expressed or forecasted in forward-looking statements include, but are not limited to:
-- 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;
-- a slowdown in the manufacturing industry or the domestic and
international economies in the regions of the world where the Company
operates;
-- 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, without limitation (i) litigation and
regulatory action 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) start-up 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, (xxi)
the ultimate costs of the Company's monitoring obligations in respect
of the Foreign Corrupt Practices Act ("FCPA") matter; and (xxii) 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 maintain 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 and
potential exposure of complying with a wide variety of U.S. and foreign
laws and labor practices;
-- the loss of our Chief Executive 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 income tax rate and the difficulty in
predicting the tax rate on a quarterly and annual basis; and
-- the loss of key suppliers and the inability to find sufficient
alternative suppliers in a reasonable period or on commercially
reasonable terms.
-- 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.
Forward-looking statements in this release represent the Company's judgment as of the date of this release. The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.
About FARO
With approximately 18,000 installations and 8,600 customers globally, FARO Technologies, Inc. designs, develops, and markets portable, computerized measurement devices and software used to create digital models -- or to perform evaluations against an existing model -- for anything requiring highly detailed 3-D measurements, including part and assembly inspection, factory planning and asset documentation, as well as specialized applications ranging from surveying, recreating accident sites and crime scenes to digitally preserving historical sites.
FARO's technology increases productivity by dramatically reducing the amount of on-site measuring time, and the various industry-specific software packages enable users to process and present their results quickly and more effectively.
Principal products include the world's best-selling portable measurement arm -- the FaroArm; the world's best-selling laser tracker -- the FARO Laser Tracker X and Xi; the FARO Laser ScanArm; FARO Photon Laser Scanners; the FARO Gage, Gage-PLUS and PowerGAGE; and the CAM2 Q family of advanced CAD-based measurement and reporting software. FARO Technologies is ISO-9001 certified and ISO-17025 laboratory registered.
FARO TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
September 27, December 31,
(in thousands, except share data) 2008 2007
ASSETS
Current Assets:
Cash and cash equivalents $20,160 $25,798
Short-term investments 82,370 77,375
Accounts receivable, net 45,354 54,767
Inventories 37,237 29,100
Deferred income taxes, net 6,034 2,841
Prepaid expenses and other current assets 9,097 6,719
Total current assets 200,252 196,600
Property and Equipment:
Machinery and equipment 18,145 12,895
Furniture and fixtures 3,909 5,008
Leasehold improvements 3,523 3,296
Property and equipment at cost 25,577 21,199
Less: accumulated depreciation and
amortization (16,068) (13,672)
Property and equipment, net 9,509 7,527
Goodwill 19,544 19,117
Intangible assets, net 8,869 5,970
Service inventory 12,682 10,865
Deferred income taxes, net 1,931 3,460
Total Assets $252,787 $243,539
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $9,526 $12,450
Accrued liabilities 13,290 17,989
Income taxes payable 1,470 2,266
Current portion of unearned service
revenues 10,846 8,594
Customer deposits 334 337
Current portion of obligations under
capital leases 15 18
Total current liabilities 35,481 41,654
Unearned service revenues - less
current portion 6,597 6,091
Deferred tax liability, net 1,157 1,073
Obligations under capital leases -
less current portion 159 222
Total Liabilities 43,394 49,040
Commitments and contingencies
Shareholders' Equity:
Common stock - par value $.001,
50,000,000 shares authorized;
16,733,554 and 16,700,966 issued;
16,653,859 and 16,604,052
outstanding, respectively 17 17
Additional paid-in-capital 148,782 146,489
Retained earnings 55,299 43,545
Accumulated other comprehensive income 5,446 4,599
Common stock in treasury, at cost -
40,000 shares (151) (151)
Total Shareholders' Equity 209,393 194,499
Total Liabilities and Shareholders' Equity $252,787 $243,539
FARO TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended
(in thousands) Sep 27, 2008 Sep 29, 2007
CASH FLOWS FROM:
OPERATING ACTIVITIES:
Net income $11,754 $9,689
Adjustments to reconcile net income
to net cash (used in) provided by
operating activities:
Depreciation and amortization 3,293 3,013
Amortization of stock options and
restricted stock units 1,686 956
Provision for bad debts 446 223
Deferred income tax benefit (1,575) (542)
Change in operating assets and
liabilities:
Decrease (increase) in:
Accounts receivable 9,198 (218)
Inventories (9,681) (4,798)
Prepaid expenses and other current
assets (2,369) (695)
Income tax benefit from exercise of
stock options (45) (2,993)
Increase (decrease) in:
Accounts payable and accrued liabilities (7,654) 2,499
Income taxes payable (771) (785)
Customer deposits (11) (314)
Unearned service revenues 2,671 5,064
Net cash provided by operating activities 6,942 11,099
INVESTING ACTIVITIES:
Purchases of property and equipment (4,377) (1,807)
Payments for intangible assets (3,584) (264)
Purchases of short-term investments (4,995) (56,990)
Net cash used in investing activities (12,956) (59,061)
FINANCING ACTIVITIES:
Payments on capital leases (68) (60)
Income tax benefit from exercise of
stock options 45 2,993
Proceeds from issuance of stock, net 128 58,409
Net cash provided by financing activities 105 61,342
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH
EQUIVALENTS 271 (3,660)
(DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS (5,638) 9,720
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 25,798 15,689
CASH AND CASH EQUIVALENTS, END OF PERIOD $20,160 $25,409
FARO TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(in thousands, except per Three Months Ended Nine Months Ended
share data) Sep 27, Sep 29, Sep 27, Sep 29,
2008 2007 2008 2007
SALES $49,095 $44,521 $152,934 $132,389
COST OF SALES (exclusive
of depreciation and
amortization, shown
separately below) 20,086 18,065 59,980 52,873
GROSS PROFIT 29,009 26,456 92,954 79,516
OPERATING EXPENSES:
Selling 15,382 13,625 46,886 39,951
General and administrative 6,614 7,978 19,274 18,496
Depreciation and
amortization 1,158 971 3,293 3,013
Research and development 3,237 2,881 9,122 7,129
Total operating expenses 26,391 25,455 78,575 68,589
INCOME FROM OPERATIONS 2,618 1,001 14,379 10,927
OTHER (INCOME) EXPENSE
Interest income (547) (590) (1,624) (1,182)
Other (income) expense, net 652 (720) 834 (1,427)
Interest expense 2 3 450 7
INCOME BEFORE INCOME TAX 2,511 2,308 14,719 13,529
INCOME TAX EXPENSE 500 1,603 2,965 3,840
NET INCOME $2,011 $705 $11,754 $9,689
NET INCOME PER SHARE - BASIC $0.12 $0.04 $0.71 $0.64
NET INCOME PER SHARE - DILUTED $0.12 $0.04 $0.70 $0.63
Weighted average shares -
Basic 16,637,497 15,726,009 16,624,784 15,037,745
Weighted average shares -
Diluted 16,731,064 15,988,788 16,751,679 15,315,996
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Source: FARO Technologies, Inc.
xanada
16 years ago
Form 10-Q for FARO TECHNOLOGIES INC
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6-Aug-2008
Quarterly Report
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following information should be read in conjunction with the Consolidated Financial Statements, 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 2007 Annual Report, Form 10-K, for the year ended December 31, 2007.
FARO Technologies, Inc. ("FARO", the "Company", "us", "we", or "our") has made "forward-looking statements" in this report (within the meaning of the Private Securities Litigation Reform Act of 1995). Statements that are not historical facts or that describe our plans, beliefs, goals, intentions, objectives, projections, expectations, assumptions, strategies, or future events are forward-looking statements. In addition, words such as "may," "will," "believe," "plan," "should," "could," "seek," "expect," "anticipate," "intend," "estimate," "goal," "objective," "project," "forecast," "target" and similar words, or discussions of our strategy or other intentions identify forward-looking statements. Other written or oral statements that constitute forward-looking statements also may be made by the Company from time to time.
Forward-looking statements are not guarantees of future performance and are subject to a number of known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Consequently, undue reliance should not be placed on these forward-looking statements. The Company does not intend to update any forward-looking statements, whether as a result of new information, future events, or otherwise, unless otherwise required by law. Important factors that could cause a material difference in the actual results from those contemplated in such forward-looking statements include, among others, and those elsewhere in this report and the following:
� the Company's inability to further penetrate its customer base;
� development by others of new or improved products, processes or technologies that make the Company's products obsolete or less competitive;
� the Company's inability to maintain its technological advantage by developing new products and enhancing its existing products;
� the Company's inability to successfully identify and acquire target companies or achieve expected benefits from acquisitions that are consummated;
� the cyclical nature of the industries of the Company's customers and the financial condition of its customers;
� the market potential for the computer-aided measurement ("CAM2") market and the potential adoption rate for the Company's products are difficult to quantify and predict;
� the inability to protect the Company's patents and other proprietary rights in the United States and foreign countries;
� fluctuations in the Company's annual and quarterly operating results and the inability to achieve its financial operating targets as a result of a number of factors including, without limitation (i) litigation and regulatory action brought against the Company, (ii) quality issues with its products,
(iii) excess or obsolete inventory, (iv) raw material price fluctuations,
(v) expansion of the Company's 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 the Company's products,
(viii) the length of the Company's sales cycle to new customers and the time and expense incurred in further penetrating its 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) the Company's success in expanding its sales and marketing programs, (xiv) start-up 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,
(xxi) the ultimate costs of the Company's monitoring obligations in respect of the Foreign Corrupt Practices Act ("FCPA") matter; and (xxii) other factors noted herein;
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� changes in gross margins due to changing product mix of products sold and the different gross margins on different products;
� the Company's inability to successfully maintain the requirements of Restriction of use of Hazardous Substances ("RoHS") and Waste Electrical and Electronic Equipment ("WEEE") compliance into its products;
� the inability of the Company's 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 and potential exposure of complying with a wide variety of U.S. and foreign laws and labor practices;
� the loss of the Company's Chief Executive Officer or other key personnel;
� difficulties in recruiting research and development engineers, and application engineers;
� the failure to effectively manage the Company's growth;
� variations in the effective income tax rate and the difficulty in predicting the tax rate on a quarterly and annual basis; and
� the loss of key suppliers and the inability to find sufficient alternative suppliers in a reasonable period or on commercially reasonable terms.
Overview
The Company designs, develops, manufactures, markets and supports portable, software driven, 3-D measurement systems that are used in a broad range of manufacturing, industrial, building construction and forensic applications. The Company's FaroArm, FARO Scan Arm and FARO Gage articulated measuring devices, the FARO Laser Scanner LS, the FARO Laser Tracker, and their companion CAM2 software, provide for Computer-Aided Design ("CAD")-based inspection and/or factory-level statistical process control, and high-density surveying. Together, these products integrate the measurement, quality inspection, and reverse engineering functions with CAD software to improve productivity, enhance product quality and decrease rework and scrap in the manufacturing process. The Company uses the acronym "CAM2" for this process, which stands for computer-aided measurement. As of June 2008, the Company's products have been purchased by approximately 7,800 customers worldwide, ranging from small machine shops to such large manufacturing and industrial companies as Audi, Bell Helicopter, Boeing, British Aerospace, Caterpillar, Daimler Chrysler, General Electric, General Motors, Honda, Johnson Controls, Komatsu Dresser, Lockheed Martin, Nissan, Siemens and Volkswagen, among many others.
The Company operates in international markets throughout the world. It maintains sales offices in France, Germany, Great Britain, Japan, Spain, Italy, China, India, Poland, Netherlands, Malaysia and Vietnam. The Company added a new regional headquarters in Singapore in the third quarter of 2005 along with a new manufacturing and service facility there in the fourth quarter of 2005. In 2006 the Company closed its South Korean office and established a third party distributor relationship for serving that market, and in December 2006, the Company established a sales office in Thailand.
The Company derives revenues primarily from the sale of its FaroArm, FARO Scan Arm, FARO Gage, FARO Laser Tracker and FARO Laser Scanner LS 3-D measurement equipment, and their related multi-faceted software. Revenue related to these products is generally recognized upon shipment. In addition,
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the Company sells one and three-year extended warranties and training and technology consulting services relating to its products. The Company recognizes the revenue from extended warranties on a straight-line basis. The Company also receives royalties from licensing agreements for its historical medical technology and recognizes the revenue from the sale of the technology by the licensees.
The Company manufactures its FaroArm, FARO Gage, and FARO Laser Tracker products in its manufacturing facility located in Switzerland for customer orders from the Europe/Africa region and in its manufacturing facility located in Singapore for customer orders from the Asia/Pacific region. The Company manufactures its FaroArm, FARO Gage, and FARO Laser Tracker products in the Company's manufacturing facilities located in Florida and Pennsylvania for customer orders from the Americas. The Company manufactures its FARO Laser Scanner LS product in its facility located in Stuttgart, Germany. The Company expects all its existing plants to have the production capacity necessary to support its growth through 2008.
The Company manages and reports its global sales in three regions: the Americas, Europe/Africa and Asia/Pacific. In the six months ended June 28, 2008, 37.9% of the Company's sales were in the Americas compared to 44.4% in the first six months of 2007, 44.2% were in the Europe/Africa region compared to 38.8% in the first six months of 2007 and 17.9% were in the Asia/Pacific region, compared to 16.8% in the same prior year period (see also Note M- Segment Reporting, to the financial statements above). In the second quarter of 2008 new order bookings increased $8.3 million, or 16.5%, to $58.7 million from $50.4 million in the prior year period. New orders decreased $0.3 million, or 1.5%, in the Americas to $20.2 million, from $20.5 million in the prior year period. New orders increased $6.8 million, or 32.9% to $27.5 million in Europe/Africa from $20.7 in the second quarter of 2007. In Asia/Pacific new orders increased $1.8 million, or 19.6% to $11.0 million, from $9.2 million in the second quarter of 2007.
The Company's effective tax rate increased to 20.2% for the six months ended June 28, 2008 from 19.9% in the prior year period. The Company currently estimates that its effective tax rate will approximate 18% to 22% for the remainder of 2008. The Company's tax rate continues to be lower than the statutory tax rate in the United States primarily as a result of favorable tax rates in foreign jurisdictions. However, the Company's tax rate could be impacted positively or negatively by geographic changes in the manufacturing or sales of its products. The Company has received a favorable income tax rate commitment from the Swiss government as an incentive to establish a manufacturing plant in Switzerland. In 2006, the Company received approval from the Singapore Economic Development Board for a favorable multi-year income tax holiday for its Singapore headquarters and manufacturing operations subject to certain terms and conditions including employment, spending and capital investment.
Accounting for wholly-owned foreign subsidiaries is maintained in the currency of the respective foreign jurisdiction. Inter-company transactions are eliminated in consolidation. Fluctuations in exchange rates may have an impact in the Company's consolidated financial statements upon the expected settlement of these inter-company accounts. The Company is aware of the availability of off-balance sheet financial instruments to hedge exposure to foreign currency exchange rates, including cross-currency swaps, forward contracts and foreign currency options (see Foreign Exchange Exposure below). However, it does not regularly use such instruments, and none were utilized in 2007 or the six months ended June 28, 2008.
The Company has had twenty-four consecutive profitable quarters through June 28, 2008. Its sales and earnings growth have been the result of a number of factors, including: continuing market demand for and acceptance of the Company's products; increased sales activity in part through additional sales staff worldwide, new products and product enhancements such as the FARO Gage and Laser Scanner; and the effect of acquisitions.
FCPA Update
As previously reported by the Company, the Company learned that its China subsidiary had made payments to certain customers in China that may have violated the FCPA and other applicable laws. The Company's Audit Committee instituted an internal investigation into this matter in February 2006, and the Company voluntarily notified the SEC and the DOJ of this matter in March 2006. The Company's internal investigation into this matter, which has been completed, identified certain improper payments made in China and deficiencies in its controls with respect to its operations in China in possible violation of the FCPA.
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Results of the investigation revealed that referral fee payments in possible violation of the FCPA were $165,000 and $265,000 in 2004 and 2005, respectively, which were recorded in selling expenses in its statements of income. The related sales to customers to which payment of these referral fees had been made totaled approximately $1.3 million and $3.24 million in 2004 and 2005, respectively. Additional improper referral fee payments of $122,000 were made in January and February 2006 related to sales contracts in 2005. The Company had sales in China of $9.0 million in 2005 and $4.2 million in 2004, approximately 7% and 4% of total sales, respectively. The Company incurred expenses of $3.8 million in 2006, $3.1 million in 2007 and $0.3 million in the six months ended June 28, 2008, including $2.95 million in fines, penalties, and interest to the DOJ and SEC, relating to the FCPA matter.
The Company has entered into settlement agreements and documents with the SEC and DOJ concerning the FCPA matter, pursuant to which the Company has paid an aggregate of $2.95 million in fines, disgorgement of associated profit, and interest. The Company also has a two-year monitoring obligation and other continuing obligations with the SEC and the DOJ with respect to compliance with the FCPA and other laws, full cooperation with the government, and the adoption of a compliance code containing specific provisions intended to prevent violations of the FCPA. Failure to comply with any such continuing obligations could result in the SEC and the DOJ seeking to impose penalties against the Company in the future.
The Company is currently involved in a class action securities fraud lawsuit and has been served with a shareholder derivative complaint. (See Part II. OTHER INFORMATION: Item 1. Legal Proceedings). None of these actions to date has had a material impact on the Company's business, financial condition, liquidity, or results of operations. The potential impact on the Company's business, financial condition, liquidity, or results of operations from these actions in any future period cannot be predicted.
Results of Operations
Three Months Ended June 28, 2008 Compared to the Three Months Ended June 30, 2007
Sales increased by $10.1 million or 21.4% to $57.7 million in the three months ended June 28, 2008 from $47.6 million for the three months ended June 30, 2007. This increase resulted primarily from an increase in unit sales and an increase in average selling prices. The effect of changes in foreign exchange rates on sales was an increase of $4.5 million in the three months ended June 28, 2008. Sales in the Americas region increased $0.3 million or 1.9% to $20.2 million for the three months ended June 28, 2008 from $19.9 million in the three months ended June 30, 2007. Sales in the Europe/Africa region increased $7.9 million or 41.3%, to $27.0 million for the three months ended June 28, 2008 from $19.1 million in the three months ended June 30, 2007. Sales in the Asia/Pacific region increased $1.9 million or 21.9% to $10.5 million for the three months ended June 28, 2008 from $8.6 million in the three months ended June 30, 2007.
Gross profit increased by $7.0 million or 24.0% to $36.2 million for the three months ended June 28, 2008 from $29.2 million for the three months ended June 30, 2007. Gross margin increased to 62.8% for the three months ended June 28, 2008 from 61.3% for the three months ended June 30, 2007. The increase in gross margin is primarily due to a change in the sales mix resulting in an increase in unit sales of product lines with a lower than average cost of sales.
Selling expenses increased by $3.1 million or 21.8% to $17.1 million for the three months ended June 28, 2008 from $14.0 million for three months ended June 30, 2007. This increase was primarily due to an increase in commission and compensation expense of $2.1 million, an increase in marketing and advertising costs of $0.4 million, and higher travel related costs of $0.5 million. Worldwide sales and marketing headcount increased by 42 or 13.7% to 348 from 306 between June 28, 2008 and June 30, 2007. Regionally, the Company's sales and marketing headcount increased by 29 or 29.6% in the Americas, to 127 from 98; remained unchanged in Europe/Africa at 127; and increased by 13 or 16.0% in Asia/Pacific, to 94 from 81 between June 28, 2008 and June 30, 2007. The Company intends to continue to selectively increase its sales and marketing headcount as the market demands. As a percentage of sales, selling expenses increased to 29.6% of sales in the three months ended June 28, 2008 from 29.4% in the three months ended June 30, 2007. Regionally, selling expenses were 30.0% of sales in the Americas for the quarter, compared to 24.7% of sales in the year-ago quarter, 30.1% of sales for Europe/Africa compared to 34.4% of sales, and 27.3% of sales compared to 29.1% of sales for Asia/Pacific.
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General and administrative expenses increased by $1.5 million or 27.6%, to $7.0 million for the three months ended June 28, 2008 from $5.5 million for the three months ended June 30, 2007, primarily due to an increase in compensation costs of $0.7 million, increased costs related to the additional leased space to expand the Company's corporate offices of $0.3 million, an increase in the allowance for doubtful accounts of $0.3 million, and higher travel related costs of $0.2 million, offset by a reduction in professional and legal fees of $0.5 million related to the Company's FCPA investigation and patent litigation.
Depreciation and amortization expenses increased by $0.1 million to $1.1 million for the three months ended June 28, 2008 from $1.0 million for the three months ended June 30, 2007.
Research and development expenses increased to $3.2 million for the three months ended June 28, 2008 from $2.3 million for the three months ended June 30, 2007 primarily as a result of an increase in compensation expense. Research and development expenses as a percentage of sales increased to 5.5% for the three months ended June 28, 2008 from 4.8% for the three months ended June 30, 2007.
Interest income increased by $0.12 million to $0.46 million for the three months ended June 28, 2008 from $0.34 million for the three months ended June 30, 2007, due to an increase in cash and short term investments.
Other (income) expense, net decreased by $0.8 million to $0.42 million of expense for the three months ended June 28, 2008, from income of $0.38 million for the three months ended June 30, 2007, primarily as a result of foreign exchange transaction losses.
Income tax expense increased by $0.1 million to $1.5 million for the three months ended June 28, 2008 from $1.4 million for the three months ended June 30, 2007. This increase was primarily due to an increase in pretax income. Total deferred taxes for the Company's foreign subsidiaries relating to net operating loss carryforwards were $9.4 million and $7.7 million at June 28, 2008 and December 31, 2007, respectively. The related valuation allowance was $8.0 million and $6.3 million at June 28, 2008 and December 31, 2007, respectively. The Company's effective tax rate decreased to 19.3% for the three months ended June 28, 2008 from 19.6% in the prior year period primarily as a result of an increase in taxable income in jurisdictions with higher tax rates. The Company currently estimates its effective tax rate will approximate 18% to 22% for the remainder of 2008. The Company's tax rate continues to be lower than the statutory tax rate in the United States primarily as a result of favorable tax rates in foreign jurisdictions. However, the Company's tax rate could be impacted positively or negatively by geographic changes in the manufacturing or sales of its products and the resulting effect on taxable income in each jurisdiction.
Net income increased by $0.6 million to $6.4 million for the three months ended June 28, 2008 from $5.8 million for the three months ended June 30, 2007 as a result of the factors described above.
Six Months Ended June 28, 2008 Compared to the Six Months Ended June 30, 2007
Sales increased by $15.9 million or 18.2% to $103.8 million in the six months ended June 28, 2008 from $87.9 million for the six months ended June 30, 2007. This increase resulted primarily from an increase in unit sales and an increase in average selling prices. The effect of changes in foreign exchange rates on sales was an increase of $7.7 million in the six months ended June 28, 2008. Sales in the Americas region increased $0.2 million or 0.8% to $39.3 million for the six months ended June 28, 2008 from $39.1 million in the six months ended June 30, 2007. Sales in the Europe/Africa region increased $11.8 million or 34.6%, to $45.9 million for the six months ended June 28, 2008 from $34.1 million in the six months ended June 30, 2007. Sales in the Asia/Pacific region increased $3.9 million or 26.4% to $18.6 million for the six months ended June 28, 2008 from $14.7 million in the six months ended June 30, 2007.
Gross profit increased by $10.8 million or 20.5% to $63.9 million for the six months ended June 28, 2008 from $53.1 million for the six months ended June 30, 2007. Gross margin increased to 61.6% for the six months ended June 28, 2008 from 60.4% for the six months ended June 30, 2007. The increase in gross margin is primarily due to an increase in unit sales in product lines with lower unit costs than the prior year period.
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Selling expenses increased by $5.2 million or 19.7% to $31.5 million for the six months ended June 28, 2008 from $26.3 million for six months ended June 30, 2007. This increase was primarily due to an increase in commission and compensation expense of $3.2 million, an increase in marketing and advertising costs of $0.4 million, and an increase in travel expense of $1.1 million. Worldwide sales and marketing headcount increased by 42, to 348 from 306 between June 30, 2007 and June 28, 2008. Regionally, the Company's sales and marketing headcount increased by 29 or 29.6% in the Americas, to 127 from 98; remained unchanged in Europe/Africa at 127; and increased by 13 or 16.0% in Asia/Pacific, to 94 from 81 between June 28, 2008 and June 30, 2007. The Company intends to continue to selectively increase its sales and marketing headcount as the market demands. As a percentage of sales, selling expenses increased to 30.3% of sales in the six months ended June 28, 2008 from 29.9% in the six months ended June 30, 2007. Regionally, selling expenses were 29.3% of sales in the Americas for the six months ended June 28, 2008, compared to 25.4% of sales in the year-ago period, 31.4% of sales for Europe/Africa compared to 34.9% of sales and 30.0% of sales compared to 30.6% of sales for Asia/Pacific.
General and administrative expenses increased by $2.2 million or 20.4%, to $12.7 million for the six months ended June 28, 2008 from $10.5 million for the six months ended June 30, 2007. General and administrative expenses as a percentage of sales increased to 12.2% for the six months ended June 28, 2008 from 11.9% for the six months ended June 30, 2007 due to an increase in compensation expense of $1.3 million, increased costs related to the additional leased space to expand the Company's corporate offices of $0.7 million, an increase in the allowance for doubtful accounts of $0.4 million, and higher travel related costs of $0.3 million, offset by a reduction in professional and legal fees of $1.1 million related to the Company's FCPA investigation and patent litigation.
Depreciation and amortization expenses increased by $0.1 million to $2.1 million for the six months ended June 28, 2008 from $2.0 million for the six months ended June 30, 2007 as a result of a increase in purchases of property and equipment.
Research and development expenses increased to $5.9 million for the six months ended June 28, 2008 from $4.2 million for the six months ended June 30, 2007 primarily as a result of an increase in compensation expense. Research and development expenses as a percentage of sales increased to 5.7% for the six months ended June 28, 2008 from 4.8% for the six months ended June 30, 2007.
Interest income increased by $0.49 million to $1.08 million for the six months ended June 28, 2008 from $0.59 million for the six months ended June 30, 2007, due to an increase in short term investments.
Interest expense increased by $0.4 million to $0.4 million for the six months ended June 28, 2008 from $0.0 million for the six months ended June 30, 2007, due to interest accrued on the estimated fines and penalties to the SEC and DOJ related to the FCPA matter.
Other (income) expense, net decreased by $0.89 million to $0.18 million of expense for the six months ended June 28, 2008, from income of $0.71 million for the six months ended June 30, 2007, primarily as a result of foreign exchange transaction losses.
Income tax expense increased by $0.3 million to $2.5 million for the six months ended June 28, 2008 from $2.2 million for the six months ended June 30, 2007. This increase was primarily due to an increase in pretax income. Total deferred taxes for the Company's foreign subsidiaries relating to net operating loss carryforwards were $9.4 million and $7.7 million at June 28, 2008 and December 31, 2007, respectively. The related valuation allowance was $8.0 million and $6.3 million at June 28, 2008 and December 31, 2007, respectively. The Company's effective tax rate increased to 20.2% for the six months ended June 28, 2008 from 19.9% in the prior year period primarily as a result of an increase in taxable income in jurisdictions with higher tax rates. The Company currently estimates its effective tax rate will approximate 18% to 22% for the remainder of 2008. The Company's tax rate continues to be lower than the statutory tax rate in the United States primarily as a result of favorable tax rates in foreign jurisdictions. However, the Company's tax rate could be impacted positively or negatively by geographic changes in the manufacturing or . . .
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