faro-20210428
0000917491false00009174912021-04-282021-04-28

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549  
FORM 8-K

  CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 28, 2021 
FARO TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
 
Florida 0-23081 59-3157093
(State or other jurisdiction
of incorporation)
 (Commission
File Number)
 (IRS Employer
Identification No.)
250 Technology Park, Lake Mary, Florida 32746
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (407333-9911
N/A
(Former name or former address, if changed since last report) 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $.001FARONasdaq Global Select Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 2.02. Results of Operations and Financial Condition.
On April 28, 2021, FARO Technologies, Inc. (the “Company”) issued a press release announcing its results of operations for the first fiscal quarter ended March 31, 2021. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information furnished pursuant to Item 2.02 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Current Report shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report, regardless of any general incorporation language in the filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished with this Current Report on Form 8-K:
EXHIBIT INDEX
Exhibit
Number
  Description
104Cover Page Interactive Data File - The cover page of this Current Report on Form 8-K filed on April 28, 2021, formatted in Inline XBRL




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
         
      FARO Technologies, Inc.
    
  April 28, 2021   /s/ Allen Muhich
      By:Allen Muhich
      Its:Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer)



Document

Exhibit 99.1

https://cdn.kscope.io/e4696b2388a1cce29b73435cd11a962e-image11a.jpg

FARO Announces First Quarter 2021 Financial Results

LAKE MARY, FL, April 28, 2021 - FARO® (Nasdaq: FARO), a global leader of 3D measurement, imaging, and realization solutions for the 3D Metrology, AEC (Architecture, Engineering & Construction), and Public Safety Analytics markets, today announced its financial results for the first quarter ended March 31, 2021.
“First quarter demand reflected historical seasonality combined with an ongoing but improving pandemic demand impact that we believe will continue to improve throughout 2021,” stated Michael Burger, President and Chief Executive Officer. “Once demand returns to normalized pre-pandemic levels, we believe our new cost structure will enable the sustained achievement of our success model of 20% EBITDA margins.”
Mr. Burger continued, “While demand recovers, we remain focused on executing our strategic initiatives including the alignment of our hardware and software development activities to add value to our customer’s workflows and create long-term product differentiation in our target markets.”
First Quarter 2021 Financial Summary
2021 first quarter sales of $76.3 million compare with $79.5 million for the first quarter of 2020. However, new order bookings in the first quarter at $80.6 million were up 3% over the preceding year. The slight decline in sales for the quarter is the result of the economic effect of Covid pandemic which is still in the recovery stage. Sequentially, sales and bookings compared with the fourth quarter 2020 were lower by 18% and 15%, respectively, reflecting normal seasonality in our business.
Gross margin was 52.9% for the first quarter 2021, as compared to 55.2% for the same prior year period. Non-GAAP gross margin was 53.0% for the first quarter 2021 compared to 55.5% for the first quarter 2020. The annual decrease in gross margin was primarily a result of changes in product mix and lower sales resulting from the COVID-19 pandemic.



Operating expense, was $46.8 million for the first quarter 2021, compared to $60.4 million for the same prior year period. Non-GAAP operating expense was $42.8 million for the first quarter 2021 compared to $44.3 million for the first quarter 2020.
Net loss was $3.2 million, or $0.18 per share, for the first quarter 2021, as compared to a net loss of $14.8 million, or $0.84 per share, for the first quarter 2020. Non-GAAP net loss was $0.6 million, or $0.03 per share, for the first quarter 2021 compared to Non-GAAP net loss of $0.4 million, or $0.02 per share, for the first quarter 2020.
Adjusted EBITDA was $0.4 million, or 0.5% of total sales, for the first quarter of 2021 compared to Adjusted EBITDA of $3.1 million, or 3.9% of total sales, for the first quarter of 2020.
The Company’s cash and short-term investments decreased $15.7 million to $170.0 million as of the end of the first quarter of 2021, and the Company remained debt-free.
* A reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures is provided in the financial schedules portion at the end of this press release. An additional explanation of these measures is included below under the heading “Non-GAAP Financial Measures”.
Conference Call
The Company will host a conference call to discuss these results on Thursday, April 29, 2021 at 8:00 a.m. ET. Interested parties can access the conference call by dialing (877) 876-9176 (U.S.) or +1 (785) 424-1670 (International) and using the passcode FARO. A live webcast will be available in the Investor Relations section of FARO’s website at: https://www.faro.com/about-faro/investor-relations/events
A replay webcast will be available in the Investor Relations section of the company's web site approximately two hours after the conclusion of the call and will remain available for approximately 30 calendar days.



About FARO
For 40 years, FARO has provided industry-leading technology solutions that enable customers to quickly and easily measure their world, and then use that data to make smarter decisions faster. FARO continues to be a pioneer in bridging the digital and physical worlds through data-driven reliable accuracy, precision and immediacy. For more information, visit http://www.faro.com

Non-GAAP Financial Measures
This press release contains information about our financial results that are not presented in accordance with U.S. generally accepted accounting principles (“GAAP”). These non-GAAP financial measures, including non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP loss from operations, non-GAAP other expense, net, non-GAAP net loss and non-GAAP net loss per share, exclude the impact of purchase accounting intangible amortization expense, stock-based compensation, imputed interest expense recorded related to the GSA Matter, restructuring charges, and other tax adjustments, and are provided to enhance investors’ overall understanding of our historical operations and financial performance.
In addition, we present Adjusted EBITDA, which is calculated as net loss before interest expense, net, income tax benefit and depreciation and amortization, excluding other (income) expense, net, stock-based compensation, and restructuring charges, as measures of our operating profitability. The most directly comparable GAAP measure to Adjusted EBITDA is net loss. We also present Adjusted EBITDA margin, which is calculated as Adjusted EBITDA as a percent of Non-GAAP total sales.
Management believes that these non-GAAP financial measures provide investors with relevant period-to-period comparisons of our core operations using the same methodology that management employs in its review of the Company’s operating results. These financial measures are not recognized terms under GAAP and should not be considered in isolation or as a substitute for a measure of financial performance prepared in accordance with GAAP.
These non-GAAP financial measures have limitations that should be considered before using these measures to evaluate a company’s financial performance. These non-GAAP financial measures, as presented, may not be comparable to similarly titled measures of other companies due to varying methods of calculation. The financial statement tables that accompany this press release include a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
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 demand for and customer acceptance of FARO’s products, FARO’s product development and product launches, FARO's growth, strategic and restructuring plans and initiatives, including but not limited to the additional restructuring charges expected to be incurred in connection with our restructuring plan and the timing and amount of cost savings and other benefits expected to be realized from the restructuring plan and other strategic initiatives, and FARO’s growth potential and profitability. 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 “is,” “will” and similar expressions or discussions of FARO’s plans or other intentions identify forward-looking statements. 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 such forward- looking statements include, but are not limited to:
the Company’s ability to realize the intended benefits of its undertaking to transition to a company that is reorganized around functions to improve the efficiency of its sales organization and to improve operational effectiveness;
the Company’s inability to successfully execute its new strategic plan and restructuring plan, including but not limited to additional impairment charges and/or higher than expected severance costs and exit costs, and its inability to realize the expected benefits of such plans;
the Company's potential loss of future government sales and potential impacts on customer and supplier relationships and on the Company's reputation that may result from the GSA matter;



development by others of new or improved products, processes or technologies that make the Company's products less competitive or obsolete;
the Company's inability to maintain its technological advantage by developing new products and enhancing its existing products;
declines or other adverse changes, or lack of improvement, in industries that the Company serves or the domestic and international economies in the regions of the world where the Company operates and other general economic, business, and financial conditions;
the effect of the COVID-19 pandemic, including on our business operations, as well as its impact on general economic and financial market conditions;
the impact of fluctuations in foreign exchange rates; and
other risks detailed in Part I, Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 that was filed on February 17, 2021.
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, unless otherwise required by law.

Investor Contacts

FARO Technologies, Inc.
Allen Muhich, Chief Financial Officer
+1 407-562-5005
IR@faro.com

Sapphire Investor Relations, LLC
Michael Funari or Erica Mannion
+1 617-542-6180
IR@faro.com





FARO TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
 
 Three Months Ended
(in thousands, except share and per share data)March 31, 2021March 31, 2020
Sales
Product$54,635 $56,525 
Service21,696 22,990 
Total sales76,331 79,515 
Cost of Sales
Product24,804 23,066 
Service11,120 12,576 
Total cost of sales35,924 35,642 
Gross Profit40,407 43,873 
Operating Expenses
Selling, general and administrative33,348 36,324 
Research and development11,973 10,415 
Restructuring costs1,524 13,688 
Total operating expenses46,845 60,427 
Loss from operations(6,438)(16,554)
Other (income) expense
Interest expense, net10 34 
Other (income) expense, net(1,615)473 
Loss before income tax benefit(4,833)(17,061)
Income tax benefit(1,612)(2,238)
Net loss$(3,221)$(14,823)
Net loss per share - Basic$(0.18)$(0.84)
Net loss per share - Diluted$(0.18)$(0.84)
Weighted average shares - Basic18,076,410 17,616,964 
Weighted average shares - Diluted18,076,410 17,616,964 




FARO TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)March 31, 2020 (unaudited)December 31,
2020
ASSETS
Current assets:
Cash and cash equivalents$169,957 $185,633 
Accounts receivable, net59,821 64,616 
Inventories, net47,058 47,391 
Prepaid expenses and other current assets27,231 26,295 
Total current assets304,067 323,935 
Non-current assets:
Property, plant and equipment, net21,921 23,091 
Operating lease right-of-use asset24,616 26,107 
Goodwill56,269 57,541 
Intangible assets, net13,254 13,301 
Service and sales demonstration inventory, net31,323 31,831 
Deferred income tax assets, net46,208 47,450 
Other long-term assets2,300 2,336 
Total assets$499,958 $525,592 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable$15,969 $14,121 
Accrued liabilities29,775 42,593 
Income taxes payable567 3,442 
Current portion of unearned service revenues37,842 39,149 
Customer deposits3,650 2,807 
Lease liability5,596 5,835 
Total current liabilities93,399 107,947 
Unearned service revenues - less current portion21,476 21,757 
Lease liability - less current portion20,965 22,131 
Deferred income tax liabilities642 787 
Income taxes payable - less current portion11,583 11,583 
Other long-term liabilities1,110 1,084 
Total liabilities149,175 165,289 
Shareholders’ equity:
Common stock - par value $.001, 50,000,000 shares authorized; 19,536,531 and 19,384,350 issued, respectively; 18,154,164 and 17,990,707 outstanding, respectively19 19 
Additional paid-in capital291,603 287,979 
Retained earnings110,287 113,508 
Accumulated other comprehensive loss(20,334)(10,160)
Common stock in treasury, at cost; 1,382,367 and 1,393,643 shares, respectively(30,792)(31,043)
Total shareholders’ equity350,783 360,303 
Total liabilities and shareholders’ equity$499,958 $525,592 




FARO TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
 Three Months Ended
(in thousands)March 31, 2021March 31, 2020
Cash flows from:
Operating activities:
Net loss$(3,221)$(14,823)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization3,190 3,759 
Stock-based compensation2,094 2,178 
Provisions for bad debts, net of recoveries(89)(15)
Loss on disposal of assets20 10 
Provision for excess and obsolete inventory1,404 204 
Deferred income tax benefit(1,612)(2,326)
Change in operating assets and liabilities:
Decrease (Increase) in:
Accounts receivable3,676 16,084 
Inventories(3,999)1,795 
Prepaid expenses and other current assets(1,346)7,408 
(Decrease) Increase in:
Accounts payable and accrued liabilities(9,823)4,756 
Income taxes payable(1,153)(1,389)
Customer deposits896 (961)
Unearned service revenues(323)(365)
Net cash (used in) provided by operating activities(10,286)16,315 
Investing activities:
Purchases of property and equipment(1,547)(757)
Proceeds from sale of investments— 9,000 
Payments for intangible assets(890)(435)
Net cash (used in) provided by investing activities(2,437)7,808 
Financing activities:
Payments on finance leases(86)(82)
Payments for taxes related to net share settlement of equity awards(3,336)(1,581)
Proceeds from issuance of stock related to stock option exercises5,118 2,802 
Net cash provided by financing activities1,696 1,139 
Effect of exchange rate changes on cash and cash equivalents(4,649)(1,656)
Increase in cash and cash equivalents(15,676)23,606 
Cash and cash equivalents, beginning of period185,633 133,634 
Cash and cash equivalents, end of period$169,957 $157,240 




FARO TECHNOLOGIES, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP
(UNAUDITED)

Three Months Ended March 31,
(dollars in thousands, except per share data)20212020
Gross profit, as reported$40,407 $43,873 
Stock-based compensation (2)
66 271 
Non-GAAP adjustments to gross profit66 271 
Non-GAAP gross profit$40,473 $44,144 
Gross margin, as reported52.9 %55.2 %
Non-GAAP gross margin53.0 %55.5 %
Selling, general and administrative, as reported$33,348 $36,324 
Stock-based compensation (2)
(1,682)(1,523)
Purchase accounting intangible amortization(185)(124)
Non-GAAP selling, general and administrative$31,481 $34,677 
Research and development, as reported$11,973 $10,415 
Stock-based compensation (2)
(346)(382)
Purchase accounting intangible amortization(328)(401)
Non-GAAP research and development$11,299 $9,632 
Operating expenses, as reported$46,845 $60,427 
Stock-based compensation (2)
(2,028)(1,905)
Restructuring costs (3)
(1,524)(13,688)
Purchase accounting intangible amortization(513)(525)
Non-GAAP adjustments to operating expenses(4,065)(16,118)
Non-GAAP operating expenses$42,780 $44,309 
Loss from operations, as reported$(6,438)$(16,554)
Non-GAAP adjustments to gross profit66 271 
Non-GAAP adjustments to operating expenses4,065 16,118 
Non-GAAP loss from operations$(2,307)$(165)
Other (income) expense, net, as reported$(1,605)$507 
Interest expense increase due to GSA sales adjustment (1)
— (149)
Non-GAAP adjustments to other (income) expense, net— (149)
Non-GAAP other (income) expense, net$(1,605)$358 
Net loss, as reported$(3,221)$(14,823)
Non-GAAP adjustments to gross profit66 271 
Non-GAAP adjustments to operating expenses4,065 16,118 
Non-GAAP adjustments to other (income) expense, net— 149 
Income tax effect of non-GAAP adjustments(1,478)(2,133)
Non-GAAP net loss$(568)$(418)
Net loss per share - Diluted, as reported$(0.18)$(0.84)
Stock-based compensation (2)
0.12 0.12 
Restructuring costs (3)
0.08 0.78 



Purchase accounting intangible amortization0.03 0.03 
Interest expense increase due to GSA sales adjustment (1)
— 0.01 
Income tax effect of non-GAAP adjustments(0.08)(0.12)
Non-GAAP net loss per share - Diluted$(0.03)$(0.02)

(1) Late in the fourth quarter of 2018, during an internal review we preliminarily determined that certain of our pricing practices may have resulted in the U.S. Government being overcharged under our General Services Administration (“GSA”) Federal Supply Schedule contracts (the “Contracts”) (the “GSA Matter”). In the first quarter 2020 we recorded imputed interest expense of $0.1 million related to the GSA Matter. Effective as of February 25, 2021, as a result of the review, we entered into a settlement agreement with the GSA and have paid in full and final satisfaction of any and all claims, causes of actions, appeals and the like, including damages, costs, attorney's fees and interest arising under or related to the GSA Matter.

(2) We exclude stock-based compensation, which is non-cash, from the non-GAAP financial measures because the Company believes that such exclusion provides a better comparison of results of ongoing operations for current and future periods with such results from past periods.

(3) On February 14, 2020, our Board of Directors approved a global restructuring plan (the “Restructuring Plan”), which is intended to support our strategic plan in an effort to improve operating performance and ensure that we are appropriately structured and resourced to deliver increased and sustainable value to our shareholders and customers. In connection with the Restructuring Plan, during the first quarters 2020 and 2021 we recorded a pre-tax charge of approximately $13.7 million and $1.5 million, respectively, primarily consisting of severance and related benefits.






FARO TECHNOLOGIES, INC. AND SUBSIDIARIES
RECONCILIATION OF NET LOSS TO EBITDA AND ADJUSTED EBITDA
(UNAUDITED)

Three Months Ended March 31,
(in thousands)20212020
Net loss$(3,221)$(14,823)
Interest expense, net
10 34 
Income tax benefit
(1,612)(2,238)
Depreciation and amortization
3,190 3,759 
EBITDA(1,633)(13,268)
Other (income) expense, net(1,615)473 
Stock-based compensation2,094 2,176 
Restructuring costs (1)
1,524 13,688 
Adjusted EBITDA$370 $3,069 
Adjusted EBITDA margin (2)
0.5 %3.9 %

(1) On February 14, 2020, our Board of Directors approved a global restructuring plan (the “Restructuring Plan”), which is intended to support our strategic plan in an effort to improve operating performance and ensure that we are appropriately structured and resourced to deliver increased and sustainable value to our shareholders and customers. In connection with the Restructuring Plan, during the first quarters 2020 and 2021 we recorded a pre-tax charge of approximately $13.7 million and $1.5 million, respectively, primarily consisting of severance and related benefits.

(2) Calculated as Adjusted EBITDA as a percentage of Non-GAAP total sales, which adjusts for the GSA sales adjustment.




FARO TECHNOLOGIES, INC. AND SUBSIDIARIES
SALES DISAGGREGATED BY GEOGRAPHY
(UNAUDITED)

 For the Three Months Ended March 31,
(in thousands)20212020
Total sales to external customers
Americas (1)
$32,549 $35,590 
EMEA (1)
25,454 23,690 
APAC (1)
18,328 20,235 
$76,331 $79,515 

(1) Regions represent North America and South America (Americas); Europe, the Middle East, and Africa (EMEA); and the Asia-Pacific (APAC).