- Sales reach US$43.6 million despite a challenging economic environment - Gross margin improves to 62.3%, equaling highest level since 2001 - Non-cash goodwill impairment charge of US$21.7 million and foreign exchange loss of US$4.7 million contribute to GAAP net loss of US$23.3 million - Implements cost-reduction plan providing US$6 million in annualized pre-tax savings QUEBEC CITY, June 30 /PRNewswire-FirstCall/ -- EXFO Electro-Optical Engineering Inc. (NASDAQ: EXFO; TSX: EXF) reported today financial results for the third quarter ended May 31, 2009. Sales decreased 10.2% to US$43.6 million in the third quarter of fiscal 2009 from US$48.6 million in the third quarter of 2008 and 5.9% from US$46.4 million in the second quarter of 2009. Net bookings dropped 20.7% to US$40.2 million for a book-to-bill ratio of 0.92 in the third quarter of fiscal 2009 from US$50.7 million in the same period last year and 14.9% from US$47.3 million in the second quarter of 2009. Gross margin improved to 62.3% of sales in the third quarter of fiscal 2009 from 60.9% in the third quarter of 2008 and 60.4% in the second quarter of 2009. GAAP net loss in the third quarter of fiscal 2009 amounted to US$23.3 million, or US$0.39 per diluted share, compared to net earnings of US$11.2 million, or US$0.16 per diluted share, in the same period last year and net earnings of US$2.7 million, or US$0.04 per diluted share, in the second quarter of fiscal 2009. It should be noted that EXFO recorded a non-cash charge of US$21.7 million for impairment of goodwill in the third quarter of fiscal 2009, following a significant drop in the company's market capitalization since June 1, 2009. EXFO also incurred a pre-tax, foreign exchange loss of US$4.7 million in the third quarter of 2009 mainly due to the impact of a 16.4% increase in the period-end value of the Canadian/US exchange rate on the company's balance sheet items. GAAP net loss in the third quarter of 2009 included US$1.2 million in after-tax amortization of intangible assets and US$0.4 million in stock-based compensation costs. "EXFO delivered a solid sales quarter despite an increasingly challenging economic environment and I remain confident that we're continuing to gain market share," said Germain Lamonde, EXFO's Chairman, President and CEO. "The fundamental trends towards bandwidth growth and IP convergence remain intact and EXFO is among the best-positioned companies to take advantage of these key growth drivers, considering our strong product offering, strengthened by several key new product introductions, along with targeted sales, channel and marketing initiatives. "In the meantime, we continue to maintain a strong balance sheet, generate positive cash flow and have taken actions to protect our earnings through a cost-reduction plan that will provide approximately US$6 million in annualized pre-tax savings, while we carefully balance short-term profitability with mid/long-term strategy." As part of this plan, EXFO tightened cost controls and reduced its workforce by approximately 5% (65 employees). The company has also applied for a Canadian federal program that will allow certain employees to work four days per week for a maximum of 52 weeks. EXFO will incur severance and other pre-tax related charges of about US$1.3 million that will be accounted for in the fourth quarter of fiscal 2009. Unaudited Selected Financial Information (In thousands of US dollars) ------------------------------------------------------------------------- ------------------------------------------------------------------------- Segmented results: Q3 2009 Q3 2008 Q2 2009 --------------------------------------- Sales: Telecom Division $ 39,047 $ 42,843 $ 41,367 Life Sciences and Industrial Division 4,589 5,738 5,005 --------------------------------------- Total $ 43,636 $ 48,581 $ 46,372 --------------------------------------- --------------------------------------- Earnings (loss) from operations: Telecom Division $ (21,990) $ 3,819 $ 2,117 Life Sciences and Industrial Division 438 639 482 --------------------------------------- Total $ (21,552) $ 4,458 $ 2,599 --------------------------------------- --------------------------------------- Other selected information: GAAP net earnings (loss) $ (23,346) $ 11,179 $ 2,655 Amortization of intangible assets $ 1,355 $ 1,015 $ 1,246 Tax effect on amortization of intangible assets $ (203) $ (224) $ (212) Stock-based compensation costs $ 383 $ 334 $ 325 Recognition of previously unrecognized future income tax assets $ - $ (5,324) $ - Extraordinary gain $ - $ (3,036) $ - Impairment of goodwill $ 21,713 $ - $ - Tax effect on impairment of goodwill $ (2,070) $ - $ - ------------------------------------------------------------------------- ------------------------------------------------------------------------- Operating Expenses Selling and administrative expenses amounted to US$16.7 million, or 38.3% of sales, in the third quarter of fiscal 2009 compared to US$15.7 million, or 32.2% of sales, in the same period last year and US$15.8 million, or 34.1% of sales, in the second quarter of 2009. Gross research and development expenses totaled US$9.3 million, or 21.4% of sales, in the third quarter of fiscal 2009 compared to US$8.8 million, or 18.2% of sales, in the third quarter of 2008 and US$8.8 million, or 19.0% of sales, in the second quarter of 2009. Net R&D expenses totaled US$7.8 million, or 17.8% of sales, in the third quarter of fiscal 2009 compared to US$7.4 million, or 15.2% of sales, in the same period last year and US$7.3 million, or 15.8% of sales, in the second quarter of 2009. Third-Quarter Business Highlights Market expansion - EXFO's sales decreased 10.2% year-over-year to US$43.6 million in the third quarter of 2009. Telecom Division sales were down 8.9% year-over-year, while Life Sciences & Industrial Division sales were more affected by the global recession with a year-over-year decrease of 20.0%. EXFO's top customer accounted for 10.8% of sales in the third quarter and its top three customers 22.2%. After nine months into fiscal 2009, the company's top customer represented 11.6% of sales and its top three customers 18.9%. Profitability - GAAP net loss amounted to US$23.3 million, or US$0.39 per diluted share, in the third quarter of 2009 largely due to a non-cash charge of US$21.7 million for impairment of goodwill and an unfavorable Canada/US exchange rate. On the other hand, the company generated US$1.8 million in cash flows from operating activities in the third quarter of 2009 and US$15.5 million since the beginning of the fiscal year. Innovation - EXFO launched an unprecedented 11 new products in the third quarter and 23 since the beginning of fiscal 2009. Key product launches in the third quarter included a portable test solution for characterizing 100 Gbit/s Ethernet and 40/43 Gbit/s SONET/OTN networks; 1 Gbit/s and 10 Gbit/s test heads for carrier Ethernet and mobile backhaul testing applications in Service Assurance; IPv6 testing capabilities across the company's Transport and DataCom product portfolio; and the next-generation FTB-500 multi-layer platform for high-end test applications in the field and central office. Sales from products that have been on the market two years or less accounted for 40.6% of total sales in the third quarter of 2009 and 38.3% since the beginning of fiscal 2009. Business Outlook Given the current challenging economic environment and typical seasonality of the summer months, EXFO forecasted sales between US$33 million and US$38 million and GAAP net loss between US$0.10 and US$0.06 per diluted share for the fourth quarter of 2009. GAAP net loss includes US$0.04 per share in after-tax amortization of intangible assets, after-tax restructuring expenses and stock-based compensation costs. This guidance was established by management based on existing backlog as of the date of this press release, expected bookings for the remaining of the quarter, as well as stability in exchange rates compared to the end of the previous quarter. Conference Call and Webcast EXFO will host a conference call today at 5 p.m. (Eastern time) to review its financial results for the third quarter of fiscal 2009. To listen to the conference call and participate in the question period via telephone, dial 1-416-620-5690. 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 of the conference call will be available one hour after the event until 7 p.m. on July 7, 2009. The replay number is 1-402-977-9141 and the reservation number is 21424856. The audio Webcast and replay of the conference call will also be available on EXFO's Website at http://www.exfo.com/, under the Investors section. Forward-Looking Statements This press 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 the effect of the actual worldwide recession on the telecom market for our customers and suppliers; fluctuating exchange rates and our ability to execute in these uncertain conditions; consolidation in the global telecommunications test, measurement and service assurance industry; capital spending levels in the telecommunications, life sciences and high-precision assembly sectors; concentration of sales; 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; our ability to successfully expand international operations; the retention of key technical and management personnel; and future economic, competitive, financial and market condition. 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. Unless required by law or applicable regulations, we undertake no obligation to revise or update any of them to reflect events or circumstances that occur after the date of this document. About EXFO EXFO is a leading provider of test and service assurance solutions for network service providers and equipment manufacturers in the global telecommunications industry. The Telecom Division offers a wide range of innovative solutions extending across the full technology lifecycle - from design to technology deployment and onto service assurance - and covering all layers on a network infrastructure to enable triple-play services and next-generation, converged IP networking. The Life Sciences and Industrial Division offers solutions in medical device and opto-electronics assembly, fluorescence microscopy and other life science sectors. For more information, visit http://www.exfo.com/. EXFO Electro-Optical Engineering Inc. Interim Consolidated Balance Sheet (in thousands of US dollars) As at As at May 31, August 31, 2009 2008 ----------- ----------- (unaudited) Assets Current assets Cash $ 11,083 $ 5,914 Short-term investments 53,412 81,626 Accounts receivable Trade 32,295 31,473 Other 2,997 4,753 Income taxes and tax credits recoverable 4,263 4,836 Inventories 32,999 34,880 Prepaid expenses 2,034 1,774 Future income taxes 9,115 9,140 ----------- ----------- 148,198 174,396 Tax credits recoverable 23,817 20,657 Forward exchange contracts 578 - Property, plant and equipment 19,355 19,875 Intangible assets 17,933 19,945 Goodwill 22,521 42,653 Future income taxes 14,522 15,540 ----------- ----------- $ 246,924 $ 293,066 ----------- ----------- ----------- ----------- Liabilities Current liabilities Accounts payable and accrued liabilities $ 23,843 $ 24,713 Deferred revenue 7,716 5,079 ----------- ----------- 31,559 29,792 Deferred revenue 4,577 3,759 ----------- ----------- 36,136 33,551 ----------- ----------- Shareholders' equity Share capital 105,952 142,786 Contributed surplus 17,035 5,226 Retained earnings 45,090 60,494 Accumulated other comprehensive income 42,711 51,009 ----------- ----------- 210,788 259,515 ----------- ----------- $ 246,924 $ 293,066 ----------- ----------- ----------- ----------- EXFO Electro-Optical Engineering Inc. Unaudited Interim Consolidated Statements of Earnings (in thousands of US dollars, except share and per share data) Three months Nine months Three months Nine months ended ended ended ended May 31, 2009 May 31, 2009 May 31, 2008 May 31 2008 ------------- ------------- ------------- ------------- Sales $ 43,636 $ 136,371 $ 48,581 $ 132,847 Cost of sales(1),(2) 16,441 52,274 19,004 55,208 ------------- ------------- ------------- ------------- Gross margin 27,195 84,097 29,577 77,639 ------------- ------------- ------------- ------------- Operating expenses Selling and administrative(1) 16,732 49,623 15,660 44,160 Net research and development(1) 7,781 22,327 7,373 19,570 Amortization of property, plant and equipment 1,166 3,374 1,071 3,045 Amortization of intangible assets 1,355 3,920 1,015 2,469 Impairment of goodwill 21,713 21,713 - - ------------- ------------- ------------- ------------- Total operating expenses 48,747 100,957 25,119 69,244 ------------- ------------- ------------- ------------- Earnings (loss) from operations (21,552) (16,860) 4,458 8,395 Interest income 42 683 964 4,063 Foreign exchange gain (loss) (4,687) 971 (59) (907) ------------- ------------- ------------- ------------- Earnings (loss) before income taxes (26,197) (15,206) 5,363 11,551 Income taxes Current (88) 148 112 (7,080) Future (2,763) 50 2,432 11,881 Recognition of previously unrecognized future income tax assets - - (5,324) (5,324) ------------- ------------- ------------- ------------- (2,851) 198 (2,780) (523) ------------- ------------- ------------- ------------- Earnings (loss) before extraordinary gain (23,346) (15,404) 8,143 12,074 Extraordinary gain - - 3,036 3,036 ------------- ------------- ------------- ------------- Net earnings (loss) for the period $ (23,346) $ (15,404) $ 11,179 $ 15,110 ------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- Basic earnings (loss) before extraordinary gain per share $ (0.39) $ (0.25) $ 0.12 $ 0.18 Diluted earnings (loss) before extraordinary gain per share $ (0.39) $ (0.25) $ 0.12 $ 0.17 Basic and diluted net earnings (loss) per share $ (0.39) $ (0.25) $ 0.16 $ 0.22 Basic weighted average number of shares outstanding (000's) 59,613 62,609 68,907 68,964 Diluted weighted average number of shares outstanding (000's) 59,613 62,609 69,467 69,543 (1) Stock-based compensation costs included in: Cost of sales $ 37 $ 97 $ 37 $ 112 Selling and administrative 238 637 218 598 Net research and development 108 296 79 194 ------------- ------------- ------------- ------------- $ 383 $ 1,030 $ 334 $ 904 ------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- (2) The cost of sales is exclusive of amortization, shown separately. EXFO Electro-Optical Engineering Inc. Unaudited Interim Statements of Comprehensive Income (Loss) and Accumulated Other Comprehensive Income (in thousands of US dollars) Comprehensive income (loss) Three months Nine months Three months Nine months ended ended ended ended May 31, 2009 May 31, 2009 May 31, 2008 May 31 2008 ------------- ------------- ------------- ------------- Net earnings (loss) for the period $ (23,346) $ (15,404) $ 11,179 $ 15,110 Foreign currency translation adjustment 31,986 (9,593) (3,511) 16,222 Changes in unrealized losses on short-term investments - 22 (50) 40 Unrealized gains (losses) on forward exchange contracts 7,425 (1,238) 295 2,844 Reclassification of realized gains (losses) on forward exchange contracts in net earnings 1,849 3,083 (1,218) (3,145) Future income taxes effect of the above items (2,875) (572) 286 87 ------------- ------------- ------------- ------------- Comprehensive income (loss) $ 15,039 $ (23,702) $ 6,981 $ 31,158 ------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- Accumulated other comprehensive income Nine months Nine months ended ended May 31, 2009 May 31, 2008 ------------- ------------- Foreign currency translation adjustment Cumulative effect of prior periods $ 51,129 $ 53,418 Current period (9,593) 16,222 ------------- ------------- 41,536 69,640 ------------- ------------- Unrealized gains (losses) on forward exchange contracts Cumulative effect of prior periods (96) 1,948 Current period, net of realized gains (losses) and future income taxes 1,273 (214) ------------- ------------- 1,177 1,734 ------------- ------------- Unrealized losses on short-term investments Cumulative effect of prior periods (24) (55) Current period, net of future income taxes 22 40 ------------- ------------- (2) (15) ------------- ------------- Accumulated other comprehensive income $ 42,711 $ 71,359 ------------- ------------- ------------- ------------- Total retained earnings and accumulated other comprehensive income amounted to $128,141 and $87,801 as at May 31, 2008, and 2009, respectively. EXFO Electro-Optical Engineering Inc. Unaudited Interim Consolidated Statements of Retained Earnings and Contributed Surplus (in thousands of US dollars) Retained earnings Nine months Nine months ended ended May 31, 2009 May 31, 2008 ------------- ------------- Balance - Beginning of the period $ 60,494 $ 42,330 Add (deduct) Net earnings (loss)for the period (15,404) 15,110 Premium on redemption of share capital - (658) ------------- ------------- Balance - End of the period $ 45,090 $ 56,782 ------------- ------------- ------------- ------------- Contributed surplus Nine months Nine months ended ended May 31, 2009 May 31, 2008 ------------- ------------- Balance - Beginning of the period $ 5,226 $ 4,453 Add (deduct) Stock-based compensation costs 1,012 919 Reclassification of stock-based compensation costs to share capital upon exercise of stock awards (460) (387) Discount on redemption of share capital 11,257 - ------------- ------------- Balance - End of the period $ 17,035 $ 4,985 ------------- ------------- ------------- ------------- EXFO Electro-Optical Engineering Inc. Unaudited Interim Consolidated Statements of Cash Flows (in thousands of US dollars) Three months Nine months Three months Nine months ended ended ended ended May 31, 2009 May 31, 2009 May 31, 2008 May 31, 2008 ------------- ------------- ------------- ------------- Cash flows from operating activities Net earnings (loss) for the period $ (23,346) $ (15,404) $ 11,179 $ 15,110 Add (deduct) items not affecting cash Change in discount on short-term investments (18) 573 533 1,521 Stock-based compensation costs 383 1,030 334 904 Amortization 2,521 7,294 2,086 5,514 Deferred revenue (178) 3,245 (937) (435) Write-down of capital assets 237 237 - - Impairment of goodwill 21,713 21,713 - - Future income taxes (2,763) 50 (2,892) 6,557 Extraordinary gain - - (3,036) (3,036) Change in unrealized foreign exchange (gain) loss 2,516 (1,541) 86 526 ------------- ------------- ------------- ------------- 1,065 17,197 7,353 26,661 Change in non-cash operating items Accounts receivable 3,456 639 (326) (145) Income taxes and tax credits (1,845) (2,189) (1,789) (11,437) Inventories 568 689 (3,585) (2,878) Prepaid expenses (104) (338) (110) (506) Accounts payable and accrued liabilities (1,301) (539) (116) (3,075) ------------- ------------- ------------- ------------- 1,839 15,459 1,427 8,620 ------------- ------------- ------------- ------------- Cash flows from investing activities Additions to short-term investments (94,435) (349,899) (235,160) (644,220) Proceeds from disposal and maturity of short-term investments 97,936 374,042 277,791 686,371 Additions to capital assets(1) (1,507) (5,967) (1,370) (5,056) Business combinations, net of cash acquired (2,414) (2,414) (40,938) (40,938) ------------- ------------- ------------- ------------- (420) 15,762 323 (3,843) ------------- ------------- ------------- ------------- Cash flows from financing activities Change in bank loan - - 786 1,485 Exercise of stock options 10 41 51 61 Redemption of share capital - (26,078) (3,219) (3,393) ------------- ------------- ------------- ------------- 10 (26,037) (2,382) (1,847) ------------- ------------- ------------- ------------- Effect of foreign exchange rate changes on cash 424 (15) 3 111 ------------- ------------- ------------- ------------- Change in cash 1,853 5,169 (629) 3,041 Cash - Beginning of period 9,230 5,914 9,211 5,541 ------------- ------------- ------------- ------------- Cash - End of period $ 11,083 $ 11,083 $ 8,582 $ 8,582 ------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- (1) As at May 31, 2008 and 2009, unpaid purchases of capital assets amounted to $35,000 and $324,000, respectively. DATASOURCE: EXFO ELECTRO-OPTICAL ENGINEERING INC. CONTACT: Vance Oliver, Manager, Investor Relations, (418) 683-0913, Ext. 3733,

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