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 2001 EXFO ELECTRO-OPTICAL ENGINEERING INC. (Translation of registrant's name into English) 465 GODIN AVENUE, VANIER, QUEBEC, CANADA G1M 3G7 (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 ___X___ Form 40-F ______ 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 _______ No ___X___ If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-______. On October 9, 2001, EXFO Electro-Optical Engineering Inc., a Canadian corporation, reported its results of operations for the fiscal quarter ended August 31, 2001. 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. EXFO REPORTS STRONG YEAR-END FINANCIAL RESULTS - SALES UP 104% TO US$146 MILLION - NET EARNINGS* UP 139% TO US$24.5 MILLION - NET EARNINGS PER SHARE* UP 77% TO $0.46 QUEBEC CITY, CANADA, October 9, 2001--EXFO Electro-Optical Engineering Inc. (NASDAQ: EXFO, TSE: EXF) announced today strong financial results for the fiscal year ended August 31, 2001. Sales increased 104% to US$146.0 million in fiscal 2001 from US$71.6 million in 2000. Net earnings* jumped 139% to US$24.5 million, or $0.46 per share, for fiscal 2001 from US$10.3 million, or $0.26 per share, for 2000. In the fourth quarter of 2001, sales increased 53% to US$35.4 million from US$23.1 million for the same period in 2000. Net earnings* decreased 11% to US$3.2 million, or $0.06 per share, for the fourth quarter of 2001 from US$3.6 million, or $0.08 per share, for the same period in 2000. Including amortization of intangible assets and goodwill related to acquisitions as well as non-recurring expenses, EXFO's net loss for fiscal 2001 was US$15.3 million, or $0.29 per share, including a net loss of US$14.2 million, or $0.25 per share, for the fourth quarter. In comparison, EXFO recorded net earnings of US$9.9 million, or 0.25 per share, for fiscal 2000. EXFO's net loss in fiscal 2001 included US$31.1 million in amortization of goodwill, US$9.9 million in amortization of intangible assets and US$3.3 million in non-recurring expenses. The non-recurring expenses consisted of costs related to a reduction in workforce and provisions for unused facilities and assets. "EXFO delivered outstanding financial results in fiscal 2001, considering the slowdown in the overall economy and the reduced capital spending in the telecommunications industry," said Germain Lamonde, Chairman, President and CEO of EXFO. "We view the more challenging business environment as an opportunity for us to distance ourselves from our competitors and gain market share. "Looking forward, innovation should continue to drive growth for our company. Approximately 45% of EXFO's sales in fiscal 2001 originated from products that have been on the market for less than two years. This number is a clear indication that our market-driven product development process is thriving and, more importantly, we're anticipating customer needs." BUSINESS HIGHLIGHTS Fiscal 2001 marked the 16th consecutive year of growth at EXFO. The Company launched more than 20 new products in 2001, including the FTB-400 Universal Test System, a second-generation platform that can perform extensive optical tests for long-haul, metro and access networks. Other key EXFO product launches in 2001 involved the FTB-5240B Optical Spectrum Analyzer, a leading-edge test module for installation and maintenance applications in DWDM long-haul, metro and access networks; the OWA-9500 Optical Waveguide Analyzer, which represents the industry's first and only commercial refractive index profiler for planar and arrayed waveguides; the FR-3000 NanoRobot Alignment System, which offers six-axis alignment and 0.1-nanometer resolution for automated optical component manufacturing; and Novacure(R) IR, which uses infrared spot-curing on conventional heat-cured adhesives. "We continue to invest heavily in new technologies and product development," Mr. Lamonde said. "When the telecommunications industry picks up again, we will be well-positioned in the marketplace with an extensive, best-in-class product portfolio that meets our customers' needs." Prior to the end of the fiscal year, EXFO announced it had reached an agreement to acquire Avantas Networks, a supplier of leading-edge fiber-optic testing and optical network performance management equipment that supports a wide range of protocols and data transmission rates. EXFO plans to provide customers with a fully integrated solution that combines its physical-layer and optical-layer testing technologies with Avantas' protocol-layer testing equipment inside the FTB-400 field-ready and IQ-200 manufacturing-plant test platforms. "In early 2002, the long-awaited, field-testing platform, which can simultaneously perform physical-, optical- and protocol-layer testing, will become a reality inside our FTB-400 Universal Test System," Mr. Lamonde added. "It will enable field technicians to be far more efficient and cost-effective." OPERATING EXPENSES Selling and administrative expenses amounted to US$46.2 million, or 31.7% of sales, for fiscal 2001 compared to US$24.3 million, or 33.9% of sales, for 2000. In the fourth quarter of fiscal 2001, selling and administrative expenses were at US$12.1 million, or 34.1% of sales, compared to US$7.8 million, or 33.8% of sales, for the same period in 2000. Gross research and development expenses totaled US$17.6 million, or 12.1% of sales, in fiscal 2001 compared to US$9.4 million, or 13.1% of sales, in fiscal 2000. In the fourth quarter of 2001, gross R&D expenses amounted to US$5.0 million, or 14.0% of sales, compared to US$2.4 million, or 10.5% of sales, for the same period in 2000. BUSINESS OUTLOOK As a result of conditions in the telecommunications industry and the effect of events on Sept. 11th, EXFO forecasted sales between US$24 and US$28 million for the first quarter of 2002. Earnings are expected to be in the range of a net loss* of $0.02 per share and net earnings* of $0.02 per share. The Company anticipates improvement in the second half of fiscal 2002 due to market acceptance of important new products, contributions from acquisitions including Avantas Networks, and expected gains in market share due to the enhanced positioning of EXFO's entire product line in the marketplace. CONFERENCE CALL AND WEBCAST EXFO will host a conference call today at 4:45 p.m. (Eastern time) today to review its year-end and fourth-quarter results. To listen to the conference call and participate in the question period via telephone, dial 1 (212) 231-6047. Germain Lamonde, Chairman, President and CEO, and Pierre Plamondon, CA, Vice-President of Finance and Chief Financial Officer, will participate in the call. A replay of the conference call can be accessed after 7 p.m. (Eastern time) today until midnight (Eastern time) on October 14, 2001. The replay number is 1 (416) 626-4100 and the password is 19660925. A Webcast of the conference call will also be available on EXFO's Web site at www.exfo.com, under the Investors section. *EXCLUDING AMORTIZATION OF GOODWILL AND THE AFTER-TAX EFFECT OF AMORTIZATION OF INTANGIBLE ASSETS AND NON-RECURRING EXPENSES. ABOUT EXFO EXFO, which derives its name from EXpertise in Fiber Optics, is a leading designer and manufacturer of fiber-optic test, measurement and automation solutions for the telecommunications industry. EXFO markets its products to more than 2000 customers in 70 countries around the world. EXFO and its subsidiaries develop products mainly for two markets. The Portable and Monitoring Division provides handheld and modular instruments primarily to telecommunications carriers. The Industrial and Scientific Division, Burleigh Instruments and EXFO Photonic Solutions (formerly EFOS) design an extensive line of high-performance instruments and automated manufacturing solutions for optical component and system vendors as well as for research and development labs. This news release may contain statements that constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements other than historical information or statements of current condition. These statements may appear in a number of places in this news release and include statements concerning our intent, belief, or current expectations regarding future events. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially from those in the forward-looking statements as a result of various factors. Although we believe that the expectations reflected in the forward-looking statements are reasonable based on information currently available to us, 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. In any event, these statements speak only as of the date of this news release. We undertake no obligation to revise or update any of them to reflect events or circumstances after the date of this news release, or to reflect new information or the occurrence of unanticipated events. Readers are referred to our Annual Report on Form 20-F and our other filings with the U.S. Securities and Exchange Commission and the Canadian securities commissions for a discussion of the various factors that may affect our future performance and other important risk factors concerning us and our operations. -30- FOR MORE INFORMATION: Mike Lamanna Maryse Imbeault Manager, Investor Relations Director, Communications (418) 683-0211 (418) 683-0211 michael.lamanna@exfo.com maryse.imbeault@exfo.com ------------------------ ------------------------ EXFO Electro-Optical Engineering Inc. INTERIM CONSOLIDATED BALANCE SHEETS (in thousands of US dollars) As at August 31, ------------------------- 2000 2001 -------- -------- ASSETS CURRENT ASSETS Cash and cash equivalents $ 729 $ 7,729 Short-term investments 162,659 66,861 Accounts receivable Trade 18,272 24,531 Other 2,790 3,660 Income taxes receivable 284 - Inventories 18,868 44,345 Prepaid expenses 1,023 1,265 Future income taxes 995 1,423 -------- -------- 205,620 149,814 PROPERTY, PLANT AND EQUIPMENT 8,694 27,140 INTANGIBLE ASSETS AND GOODWILL 2,320 264,242 FUTURE INCOME TAXES 3,089 1,381 -------- -------- $219,723 $442,577 ======== ======== LIABILITIES CURRENT LIABILITIES Bank advances $ 10 $ - Accounts payable and accrued liabilities 10,353 16,180 Income taxes payable - 2,623 Mandatorily redeemable preferred shares 543 - Deferred revenue 395 616 Current portion of long-term debt 152 106 -------- -------- 11,453 19,525 DEFERRED REVENUE 151 - DEFERRED GRANTS 1,109 1,002 LONG-TERM DEBT 16 664 FUTURE INCOME TAXES - 6,581 -------- -------- 12,729 27,772 -------- -------- SHAREHOLDERS' EQUITY SHARE CAPITAL 198,459 429,995 CONTRIBUTED SURPLUS - 1,457 CUMULATIVE TRANSLATION ADJUSTMENT 1,555 (8,333) RETAINED EARNINGS (DEFICIT) 6,980 (8,314) -------- -------- 206,994 414,805 -------- -------- $219,723 $442,577 ======== ======== EXFO ELECTRO-OPTICAL ENGINEERING INC. INTERIM CONSOLIDATED STATEMENTS OF EARNINGS (in thousands of US dollars, except share and per share data) THREE MONTHS TWELVE MONTHS THREE MONTHS TWELVE MONTHS ENDED ENDED ENDED ENDED AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31, 2000 2000 2001 2001 ------------ ------------- ----------- ------------- (UNAUDITED) (UNAUDITED) SALES $23,117 $71,639 $ 35,420 $146,013 COST OF SALES 7,756 24,712 14,433 54,946 ------- ------- -------- -------- GROSS MARGIN 15,361 46,927 20,987 91,067 ------- ------- -------- -------- OPERATING EXPENSES Selling and administrative 7,817 24,304 12,077 46,236 Net research and development 1,916 6,402 3,854 13,601 Amortization of property, plant and equipment 470 1,451 1,296 3,559 Amortization of intangible assets 14 47 4,003 9,876 Non-recurring expenses - - 3,288 3,288 ------- ------- -------- -------- TOTAL OPERATING EXPENSES 10,217 32,204 24,518 76,560 ------- ------- -------- -------- EARNINGS (LOSS) FROM OPERATIONS 5,144 14,723 (3,531) 14,507 Interest income, net 1,625 1,480 727 6,098 Foreign exchange gain (loss) (1,073) (684) 309 3,327 ------- ------- -------- -------- EARNINGS (LOSS) BEFORE INCOME TAXES AND AMORTIZATION OF GOODWILL 5,696 15,519 (2,495) 23,932 ------- ------- -------- -------- INCOME TAXES Current 2,247 5,331 (912) 9,929 Future (141) (33) 90 (1,779) ------- ------- -------- -------- 2,106 5,298 (822) 8,150 ------- ------- -------- -------- EARNINGS (LOSS) BEFORE AMORTIZATION OF GOODWILL 3,590 10,221 (1,673) 15,782 AMORTIZATION OF GOODWILL 126 297 12,520 31,076 ------- ------- -------- -------- NET EARNINGS (LOSS) FOR THE PERIOD $ 3,464 $ 9,924 $(14,193) $(15,294) ======= ======= ======== ======== BASIC AND DILUTED EARNINGS (LOSS) PER SHARE Earnings (loss) before amortization of goodwill $ 0.08 $ 0.26 $ (0.03) $ 0.30 Net earnings (loss) $ 0.08 $ 0.25 $ (0.25) $ (0.29) BASIC WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING (000'S) 44,220 39,951 56,946 53,014 DILUTED WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING (000'S) 44,500 40,086 56,946 53,014 EXFO ELECTRO-OPTICAL ENGINEERING INC. INTERIM CONSOLIDATED STATEMENTS OF RETAINED EARNINGS (DEFICIT) AND CONTRIBUTED SURPLUS (in thousands of US dollars) RETAINED EARNINGS (DEFICIT) TWELVE MONTHS ENDED AUGUST 31, ------------------------------ 2000 2001 -------- -------- BALANCE - BEGINNING OF PERIOD $14,592 $ 6,980 ADD Net earnings (loss) for the period 9,924 (15,294) -------- ------- 24,516 (8,314) -------- ------- DEDUCT Dividends Class A shares 17,216 - Class F shares 320 - -------- ------- 17,536 - -------- ------- BALANCE - END OF PERIOD $ 6,980 $(8,314) ======== ======= CONTRIBUTED SURPLUS TWELVE MONTHS ENDED AUGUST 31, ------------------------------ 2000 2001 -------- -------- BALANCE - BEGINNING OF PERIOD $ - $ - ADD Premium on resale of share capital - 1,457 -------- ------ BALANCE - END OF PERIOD $ - $1,457 ======== ====== EXFO ELECTRO-OPTICAL ENGINEERING INC. INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands of US dollars) THREE MONTHS TWELVE MONTHS THREE MONTHS TWELVE MONTHS ENDED ENDED ENDED ENDED AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31, 2000 2000 2001 2001 ------------ ------------- ----------- ------------- (UNAUDITED) (UNAUDITED) CASH FLOWS FROM OPERATING ACTIVITIES Net earnings (loss) for the period $ 3,464 $ 9,924 $ (14,193) $ (15,294) Add (deduct) items not affecting cash and cash equivalents Amortization of discount on short-term investments (807) (807) (343) (594) Amortization of property, plant and equipment 470 1,451 1,296 3,559 Amortization of intangible assets 14 47 4,003 9,876 Foreign exchange gains on disposal of short-term investments - - (215) (3,437) Non-recurring expenses - - 1,083 1,083 Future income taxes (140) (33) 91 (1,779) Amortization of goodwill 126 297 12,520 31,076 Change in non-cash operating working capital items Accounts receivable (2,640) (10,476) 5,716 447 Income taxes receivable 2,165 2,149 (3,373) (2,291) Inventories (3,457) (10,732) 3,124 (20,308) Prepaid expenses (486) (519) 258 (67) Accounts payable and accrued liabilities (545) 3,917 (4,884) (3,736) Income taxes payable - - 1,571 4,528 Deferred revenue 72 215 (14) 100 Deferred grants 277 567 (227) (57) --------- --------- --------- --------- (1,487) (4,000) 6,413 3,106 --------- --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES Bank advances (6,905) (357) (4,223) (2,046) Repayment of mandatorily redeemable preferred shares - - - (354) Repayment of loan from a company under common control (1,349) (1,349) - - Repayment of long-term debt (748) (812) (44) (3,355) Issuance of share capital 209,317 209,690 - - Resale of share capital - - - 1,490 Redemption of share capital - - - (33) Share issue expenses (15,932) (16,743) (290) (331) Dividends paid (17,535) (17,587) - - --------- --------- --------- --------- 166,848 172,842 (4,557) (4,629) --------- --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES Additions to short-term investments (519,645) (519,645) (310,827) (772,808) Proceeds from disposal of short-term investments 358,486 359,886 315,938 866,158 Additions to property, plant and equipment and intangible assets (4,497) (7,180) (2,704) (15,911) Business combinations 3 (2,108) (756) (68,255) --------- --------- --------- --------- (165,653) (169,047) 1,651 9,184 --------- --------- --------- --------- CHANGE IN CASH AND CASH EQUIVALENTS (292) (205) 3,507 7,661 EFFECT OF FOREIGN EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 946 511 (133) (661) CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 75 423 4,355 729 --------- --------- --------- --------- CASH AND CASH EQUIVALENTS- END OF PERIOD $ 729 $ 729 $ 7,729 $ 7,729 ========= ========= ========= ========= SUPPLEMENTARY INFORMATION Interest paid $ (138) $ (480) $ (101) $ (377) Interest received $ 949 $ 949 $ 496 $ 6,046 Income taxes paid $ (884) $ (3,761) $ (2,241) $ (8,171) EXFO ELECTRO-OPTICAL ENGINEERING INC. NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (tabular amounts in thousands of US dollars, except share and per share data and as otherwise noted) 1 INTERIM FINANCIAL INFORMATION The financial information as at August 31, 2001 and for the periods ended August 31, 2000 and 2001 is unaudited; however, in the opinion of management, all adjustments necessary to present fairly the results of these periods have been included. The adjustments made were of a normal recurring nature. These interim consolidated financial statements are prepared in accordance with generally accepted accounting principles in Canada and use the same accounting policies and methods used in the preparation of the company's annual consolidated financial statements. All disclosures required for annual financial statements have not been included in these financial statements. 2 ADJUSTED NET EARNINGS Adjusted net earnings represents net earnings (loss) excluding the amortization of goodwill and the after-tax effect of amortization of intangible assets and non-recurring expenses. The following table summarizes the adjusted net earnings and the basic and diluted adjusted net earnings per share: THREE MONTHS TWELVE MONTHS THREE MONTHS TWELVE MONTHS ENDED ENDED ENDED ENDED AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31, 2000 2000 2001 2001 ------------ ------------- ------------ ------------- (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) Adjusted net earnings $3,599 $10,252 $3,219 $24,463 Basic and diluted adjusted net earnings $ 0.08 $ 0.26 $ 0.06 $ 0.46 EXFO ELECTRO-OPTICAL ENGINEERING INC. NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (tabular amounts in thousands of US dollars, except share and per share data and as otherwise noted) 3 DIFFERENCES BETWEEN CANADIAN AND U.S. GAAP RECONCILIATION OF NET EARNINGS (LOSS) TO CONFORM WITH U.S. GAAP THREE MONTHS TWELVE MONTHS THREE MONTHS TWELVE MONTHS ENDED ENDED ENDED ENDED AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31, 2000 2000 2001 2001 ------------ ------------- ------------ ------------- (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) Net earnings (loss) for the period in accordance with Canadian GAAP $ 3,464 $ 9,924 $(14,193) $(15,294) Non-cash stock-based compensation costs related to stock option plan (1,464) (1,464) (346) (954) Non-cash stock-based compensation costs related to stock purchase plan (101) (538) (127) (477) Non-cash stock-based compensation costs related to restricted stock award plan - - (1,836) (3,481) Unrealized gains (losses) on forward exchange contracts 71 - (15) 97 Future income taxes on forward exchange contracts (27) - 70 20 Acquired in process research and development - - 1,181 - Future income taxes on in process research and development - - (404) (936) Amortization of goodwill - - (3,292) (8,453) ------- ------- -------- -------- Net earnings (loss) for the period available to common shareholders in accordance with U.S. GAAP 1,943 7,922 (18,962) (29,478) Other comprehensive income (loss) Foreign currency translation adjustments 1,797 1,555 (336) (9,888) Unrealized holding gains on available-for-sale securities, net of related future income taxes 37 37 - - Reclassification of holding gains on available-for-sale securities included in net earnings, net of related future income taxes - (36) - (37) ------- ------- -------- -------- Comprehensive income (loss) $ 3,777 $ 9,478 $(19,298) $(39,403) ======= ======= ======== ======== Basic and diluted net earnings (loss) per share in accordance with U.S. GAAP $ 0.04 $ 0.20 $ (0.33) $ (0.56) EXFO ELECTRO-OPTICAL ENGINEERING INC. NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (tabular amounts in thousands of US dollars, except share and per share data and as otherwise noted) SHARE CAPITAL AS AT AUGUST 31, ------------------------------- 2000 2001 --------- --------- Share capital in accordance with Canadian GAAP $198,459 $429,995 Stock-based compensation costs related to stock purchase plan Current period 2,647 (150) Cumulative effect of prior periods 45 2,692 Shares issued upon business combinations - 65,584 -------- -------- Share capital in accordance with U.S. GAAP $201,151 $498,121 ======== ======== DEFERRED STOCK-BASED COMPENSATION COSTS AS AT AUGUST 31, ------------------------------- 2000 2001 --------- --------- Deferred stock-based compensation costs in accordance with Canadian GAAP $ - $ - Stock-based compensation costs related to stock-based compensation plans Current period (21,396) (8,145) Cumulative effect of prior periods (35) (19,429) Amortization for the year 2,002 4,912 Reduction of stock-based compensation costs - 14,694 ------- ------- Deferred stock-based compensation costs in accordance with U.S. GAAP $(19,429) $ (7,968) ======== ======== OTHER CAPITAL AS AT AUGUST 31, ------------------------------- 2000 2001 --------- --------- Other capital in accordance with Canadian GAAP $ - $ - Stock-based compensation costs related to stock-based compensation plans Current period 18,749 8,145 Cumulative effect of prior periods - 18,749 Reduction of stock-based compensation costs - (14,544) ------- -------- Other capital in accordance with U.S. GAAP $18,749 $ 12,350 ======= ======== EXFO ELECTRO-OPTICAL ENGINEERING INC. NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (tabular amounts in thousands of US dollars, except share and per share data and as otherwise noted) RETAINED EARNINGS (DEFICIT) AS AT AUGUST 31, ------------------------------- 2000 2001 --------- --------- Retained earnings (deficit) in accordance with Canadian GAAP $ 6,980 $ (8,314) Stock-based compensation costs Current period (2,002) (4,912) Cumulative effect of prior periods (10) (2,012) Unrealized gains on forward exchange contracts, net of related future income taxes Current period - 117 Future income taxes on acquired in process research and development Current period - (936) Amortization of goodwill Current period - (8,453) Change in reporting currency Cumulative effect of prior periods 1,016 1,016 ------- -------- Retained earnings (deficit) in accordance with U.S. GAAP $ 5,984 $(23,494) ======= ======== ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) THREE MONTHS TWELVE MONTHS THREE MONTHS TWELVE MONTHS ENDED ENDED ENDED ENDED AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31, 2000 2000 2001 2001 ------------ ------------- ------------ ------------- (UNAUDITED) (UNAUDITED) Foreign currency translation adjustments Balance - Beginning of period $(1,258) $(1,016) $(9,013) $ 539 Change during the period 1,797 1,555 (336) (9,888) ------- ------- ------- ------- Balance - End of period 539 539 (9,349) (9,349) ------- ------- ------- ------- Unrealized holding gains on available-for-sale securities, net of future income taxes Balance - Beginning of period - 36 - 37 Unrealized gains arising during the period, net of related future income taxes 37 37 - - Reclassification adjustment for amounts included in net earnings (loss), net of related future income taxes - (36) - (37) ------- ------- ------- ------- Balance - End of period 37 37 - - ------- ------- ------- ------- Accumulated other comprehensive income (loss) $ 576 $ 576 $(9,349) $(9,349) ======= ======= ======= ======= EXFO ELECTRO-OPTICAL ENGINEERING INC. NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (tabular amounts in thousands of US dollars, except share and per share data and as otherwise noted) BALANCE SHEETS AS AT AUGUST 31, 2000 AS AT AUGUST 31, 2001 -------------------------------- ------------------------------- AS REPORTED U.S. GAAP AS REPORTED U.S. GAAP Goodwill Cost $ 2,549 $ 2,549 $250,497 $315,547 Accumulated amortization (297) (297) (31,325) (39,762) -------- -------- -------- -------- $ 2,252 $ 2,252 $219,172 $275,785 ======== ======== ======== ======== Shareholders' equity Share capital $198,459 $201,151 $429,995 $498,121 Contributed surplus - - 1,457 1,457 Cumulative translation adjustment 1,555 - (8,333) - Deferred stock-based compensation costs - (19,429) - (7,968) Other capital - 18,749 - 12,350 Retained earnings (deficit) 6,980 5,984 (8,314) (23,494) Accumulated other comprehensive income (loss) - 576 - (9,349) -------- -------- -------- -------- $206,994 $207,031 $414,805 $471,117 ======== ======== ======== ======== STATEMENTS OF CASH FLOWS For the periods ended August 31, 2000 and 2001, there are no significant differences between the statements of cash flows under Canadian GAAP as compared to U.S. GAAP. 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/ Germain Lamonde -------------------------------------------- Name: Germain Lamonde Title: President and Chief Executive Officer Date: October 10, 2001