0001628280-22-027832 | 10-Q | XBRL Viewer

Restructuring

9 Months Ended

Sep. 30, 2022

Restructuring and Related Activities [Abstract]

In the first quarter of 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. Key activities under the Restructuring Plan include a continued focus on efficiency and cost-saving efforts, which included a planned decrease of total headcount upon the completion of the Restructuring Plan.

On July 15, 2021, we entered into a manufacturing services agreement (the “Agreement”) with Sanmina Corporation (Nasdaq: SANM) (“Sanmina”), in connection with the Restructuring Plan. Under the Agreement, Sanmina will provide manufacturing services for the Company’s measurement device products previously manufactured by the Company at the Company’s Lake Mary, Florida, Exton, Pennsylvania, and Stuttgart, Germany manufacturing sites. This phased transition to a Sanmina production facility was completed at the beginning of the third quarter of 2022 as part of our cost reduction initiative. We are currently evaluating these manufacturing sites with the intention to reduce our leased floor space. However, all of these facilities are mixed-use spaces shared with our service, research and development, or sales teams who continue to use these spaces. The Company, in collaboration with third party lessors and architectural resources, intends to conduct studies over the feasibility of abandoning or demising leased floor space against our current needs. Our current needs continue to include access to existing spaces previously constructed to closely monitor temperature and vibration for our service and research and development teams. The conclusion of this evaluation and any subsequent approval to abandon or reduce these leased spaces would be considered as a change in the manner of the use of these corresponding assets, and thereby will be evaluated for impairment. We expect to complete this evaluation before the first half of fiscal year 2023. As of September 30, 2022, the remaining value of leasehold improvements for these facilities is approximately $3 million and a portion of this may be impaired, if the Company decides to reduce or abandon the leased space. Separately, we may also incur additional charges for the modification of leases for these facilities.

In connection with the Restructuring Plan, we paid $5.9 million during the nine months ended September 30, 2022, primarily consisting of severance and related benefits. Since the approval of the Restructuring Plan, we have paid $24.8 million, primarily consisting of severance and related benefits. Activity related to the accrued restructuring charge and cash payments during the nine months ended September 30, 2022 and September 30, 2021 was as follows:


	Severance and other benefits		Professional fees and other related charges		Total
Balance at December 31, 2021	$	3,442	$	477	$	3,919
Additions charged to expense	1,439		1,072		2,511
Cash payments	(4,619)		(1,291)		(5,910)
Balance at September 30, 2022	$	262	$	258	$	520

Balance at December 31, 2020	$	1,481	$	867	$	2,348
Additions charged to expense	2,515		1,164		3,679
Cash payments	(2,784)		(1,750)		(4,534)
Balance at September 30, 2021	$	1,212	$	281	$	1,493

Substantially all of our planned activities under the Restructuring Plan are complete and as part of our final steps, we expect to potentially incur remaining pre-tax charges in the range of $1.5 million to $3.5 million through the first half of fiscal year 2023. We have reduced our total headcount by approximately 390 employees. The Company expects to make concluding cash payments of approximately $1.5 million in the remainder of fiscal year 2022, primarily consisting of remaining severance and related benefits.

Basis of Presentation

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements and notes thereto have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These condensed consolidated financial statements include all normal recurring accruals and adjustments considered necessary by management for a fair presentation in conformity with U.S. GAAP. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. The condensed consolidated results of operations for the nine months ended September 30, 2022 are not necessarily indicative of results that may be expected for the year ending December 31, 2022 or any future period.

The information included in this Quarterly Report on Form 10-Q, including the interim condensed consolidated financial statements and the accompanying notes, should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The accompanying December 31, 2021 condensed consolidated balance sheet has been derived from those audited consolidated financial statements.

Stock-based compensation expense is allocated to the applicable departmental cost in our condensed consolidated financial statements. The following table summarizes total stock-based compensation expense for each of the line items on our condensed consolidated statements of operations:


	Three Months Ended				Nine Months Ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Cost of sales
Product	$	231	$	147	$	635	$	435
Service	42		43		121		$	35
Total cost of sales	$	273	$	190	$	756	$	470

Operating expenses
Selling, general and administrative	$	2,742	$	2,581	$	7,475	$	6,789
Research and development	651		509		1,793		1,398
Total operating expenses	$	3,393	$	3,090	$	9,268	$	8,187

Leases

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

LEASES

We have operating and finance leases for manufacturing facilities, corporate offices, research and development facilities, sales and training facilities, vehicles, and certain equipment under which we assume the role of lessee. We do not lease assets as a lessor. Our leases have remaining lease terms of less than one year to approximately ten years, some of which include options to extend the leases for up to fifteen years, and some of which include options to terminate the leases within three months. We do not participate in any material subleasing.

We determine if an arrangement is a lease at inception. Operating leases are included in Operating lease right-of-use (“ROU”) asset, Lease liability, and Lease liability - less current portion in our condensed consolidated balance sheets. Finance leases are included in Property and equipment, net, Lease liability, and Lease liability - less current portion in our condensed consolidated balance sheets.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are recognized on the commencement date of the lease based on the present value of lease payments over the lease term. Variable lease payments that depend on an index or rate include the variable portion when calculating ROU assets and lease liabilities. Variable lease payments that do not depend on an index or rate are expensed as incurred. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available on the commencement date of the lease to determine the present value of lease payments. We use the implicit rate when readily determinable. The operating lease ROU assets also include any lease payments made and lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option at the time the lease is commenced. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

While we have lease agreements with lease and non-lease components, we account for the lease and non-lease components as a single lease component.

The components of lease expense were as follows:


	Three Months Ended September 30, 2022		Three Months Ended September 30, 2021		Nine Months Ended September 30, 2022		Nine Months Ended September 30, 2021
Operating lease cost	$	1,805	$	2,010	$	5,453	$	5,901

Finance lease cost:
Amortization of ROU assets	18		60		$	96	$	221
Interest on lease liabilities	4		5		$	15	$	14
Total finance lease cost	$	22	$	65	$	111	$	235

We recognize lease payments made for short-term leases where terms are 12 months or less as the payments are incurred. Our short-term lease costs for the three months ended September 30, 2022 and September 30, 2021 were both less than $0.1 million. Our short-term lease costs for the nine months ended September 30, 2022 and September 30, 2021 were both $0.1 million.

Supplemental balance sheet information related to leases was as follows:


	As of			As of
	September 30, 2022			December 31, 2021
Operating leases:
Operating lease right-of-use assets	$	18,404		$	22,543

Current operating lease liabilities	$	5,363		$	5,601
Operating lease liabilities - less current portion	14,225			18,538
Total operating lease liabilities	$	19,588		$	24,139

Finance leases:
Property and equipment, at cost	$	1,415		$	1,380
Accumulated depreciation	(1,312)			(1,222)
Property and equipment, net	$	103		$	158

Current finance lease liabilities	$	169		$	137
Finance lease liabilities - less current portion	119			110
Total finance lease liabilities	$	288		$	247

Weighted Average Remaining Lease Term (in years):
Operating leases	5.01			5.69
Finance leases	1.97			2.12

Weighted Average Discount Rate:
Operating leases	5.67		%	5.67		%
Finance leases	5.35		%	5.02		%

Supplemental cash flow information related to leases was as follows:


	Nine Months Ended September 30, 2022		Nine Months Ended September 30, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	5,686	$	5,874
Operating cash flows from finance leases	$	15	$	14
Financing cash flows from finance leases	$	172	$	229

ROU assets obtained in exchange for lease obligations:
Operating leases	$	808	$	1,209

Maturities of lease liabilities are as follows:


Year Ending December 31,	Operating leases		Finance leases
2022 (excluding the first 6 months)	$	1,673	$	49
2023	6,105		170
2024	4,826		61
2025	3,074		12
2026	2,075		8
Thereafter	4,984		2
Total lease payments	$	22,737	$	302
Less imputed interest	(3,149)		(14)
Total	$	19,588	$	288

LEASES

While we have lease agreements with lease and non-lease components, we account for the lease and non-lease components as a single lease component.

The components of lease expense were as follows:


	Three Months Ended September 30, 2022		Three Months Ended September 30, 2021		Nine Months Ended September 30, 2022		Nine Months Ended September 30, 2021
Operating lease cost	$	1,805	$	2,010	$	5,453	$	5,901

Finance lease cost:
Amortization of ROU assets	18		60		$	96	$	221
Interest on lease liabilities	4		5		$	15	$	14
Total finance lease cost	$	22	$	65	$	111	$	235

Supplemental balance sheet information related to leases was as follows:


	As of			As of
	September 30, 2022			December 31, 2021
Operating leases:
Operating lease right-of-use assets	$	18,404		$	22,543

Current operating lease liabilities	$	5,363		$	5,601
Operating lease liabilities - less current portion	14,225			18,538
Total operating lease liabilities	$	19,588		$	24,139

Finance leases:
Property and equipment, at cost	$	1,415		$	1,380
Accumulated depreciation	(1,312)			(1,222)
Property and equipment, net	$	103		$	158

Current finance lease liabilities	$	169		$	137
Finance lease liabilities - less current portion	119			110
Total finance lease liabilities	$	288		$	247

Weighted Average Remaining Lease Term (in years):
Operating leases	5.01			5.69
Finance leases	1.97			2.12

Weighted Average Discount Rate:
Operating leases	5.67		%	5.67		%
Finance leases	5.35		%	5.02		%

Supplemental cash flow information related to leases was as follows:


	Nine Months Ended September 30, 2022		Nine Months Ended September 30, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	5,686	$	5,874
Operating cash flows from finance leases	$	15	$	14
Financing cash flows from finance leases	$	172	$	229

ROU assets obtained in exchange for lease obligations:
Operating leases	$	808	$	1,209

Maturities of lease liabilities are as follows:


Year Ending December 31,	Operating leases		Finance leases
2022 (excluding the first 6 months)	$	1,673	$	49
2023	6,105		170
2024	4,826		61
2025	3,074		12
2026	2,075		8
Thereafter	4,984		2
Total lease payments	$	22,737	$	302
Less imputed interest	(3,149)		(14)
Total	$	19,588	$	288

Leases - Supplemental Cash Flows (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 5,686	$ 5,874
Operating cash flows from finance leases	15	14
Financing cash flows from finance leases	172	229
ROU assets obtained in exchange for lease obligations:
Operating leases	$ 808	$ 1,209

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Reconciliation of Number of Common Shares Used in Calculation of Basic and Diluted Earnings Per Share (EPS)

A reconciliation of the number of common shares used in the calculation of basic and diluted net loss per share is presented below:


	Three Months Ended
	September 30, 2022			September 30, 2021
	Shares	Per-Share Amount		Shares	Per-Share Amount
Basic net loss per share	18,436,615	$	(0.34)	18,194,960	$	(0.21)
Effect of dilutive securities	—	—		—	—
Diluted net loss per share	18,436,615	$	(0.34)	18,194,960	$	(0.21)


	Nine Months Ended
	September 30, 2022			September 30, 2021
	Shares	Per-Share Amount		Shares	Per-Share Amount
Basic net loss per share	18,336,537	$	(1.34)	18,166,930	$	(0.45)
Effect of dilutive securities	—	—		—	—
Diluted net loss per share	18,336,537	$	(1.34)	18,166,930	$	(0.45)

Business Combinations (Tables)

9 Months Ended

Sep. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Fair Values of Assets Acquired and Liabilities Assumed for Acquisitions

Following is a preliminary summary of our allocations of the purchase price to the fair values of the assets acquired and liabilities assumed as of the date of the acquisition:


	Fair Value (Preliminary)
Tangible assets acquired:
Accounts receivable	2,452
Inventory	6,576
Property, plant and equipment, net	270
Other assets	505
Total assets acquired	9,803

Liabilities assumed:
Accounts payable and accrued liabilities	(2,187)
Deferred revenue	(1,282)
Other current liabilities	(289)
Total liabilities assumed	(3,758)

Intangible assets	18,610
Net assets acquired	24,655

Deferred income tax liability	4,472
Goodwill	24,763
Purchase price paid, net of cash acquired	$	44,946

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination

Following are the details of the preliminary purchase price allocated to the intangible assets acquired for the GeoSLAM acquisition:


	Amount		Weighted Average Life (Years)
Brand	$	466	3
Technology	3,828		5
Customer relationships	14,316		15
Fair value of intangible assets acquired	$	18,610	13

Cover page - shares	9 Months Ended
Cover page - shares	Sep. 30, 2022	Oct. 31, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity File Number	0-23081
Entity Registrant Name	FARO TECHNOLOGIES, INC
Entity Incorporation, State or Country Code	FL
Entity Tax Identification Number	59-3157093
Entity Address, Address Line One	250 Technology Park,
Entity Address, City or Town	Lake Mary,
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32746
City Area Code	407
Local Phone Number	333-9911
Title of 12(b) Security	Common Stock, par value $.001
Trading Symbol	FARO
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		18,779,816
Entity Central Index Key	0000917491
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false

Basis of Presentation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Basis of Presentation (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Total cost of sales
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 273	$ 190	$ 756	$ 470
Total operating expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	3,393	3,090	9,268	8,187
Selling, general and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	2,742	2,581	7,475	6,789
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	651	509	1,793	1,398
Product
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	231	147	635	435
Service
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 42	$ 43	$ 121	$ 35

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Loss	Common Stock in Treasury
Beginning balance (in shares) at Dec. 31, 2020		17,990,707
Beginning balance at Dec. 31, 2020	$ 360,303	$ 19	$ 287,979	$ 113,508	$ (10,160)	$ (31,043)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(3,221)			(3,221)
Currency translation adjustment	(10,174)				(10,174)
Stock-based compensation	2,094		2,094
Common stock issued, net of shares withheld for employee taxes (in shares)		163,457
Common stock issued, net of shares withheld for employee taxes	1,781		1,530			251
Ending balance (in shares) at Mar. 31, 2021		18,154,164
Ending balance at Mar. 31, 2021	350,783	$ 19	291,603	110,287	(20,334)	(30,792)
Beginning balance (in shares) at Dec. 31, 2020		17,990,707
Beginning balance at Dec. 31, 2020	360,303	$ 19	287,979	113,508	(10,160)	(31,043)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(8,252)
Currency translation adjustment	(5,635)
Ending balance (in shares) at Sep. 30, 2021		18,202,416
Ending balance at Sep. 30, 2021	356,771	$ 20	298,082	105,256	(15,795)	(30,792)
Beginning balance (in shares) at Mar. 31, 2021		18,154,164
Beginning balance at Mar. 31, 2021	350,783	$ 19	291,603	110,287	(20,334)	(30,792)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(1,176)			(1,176)
Currency translation adjustment	4,867				4,867
Stock-based compensation	3,283		3,283
Common stock issued, net of shares withheld for employee taxes (in shares)		20,709
Common stock issued, net of shares withheld for employee taxes	(395)	$ 1	(396)
Ending balance (in shares) at Jun. 30, 2021		18,174,873
Ending balance at Jun. 30, 2021	357,362	$ 20	294,490	109,111	(15,467)	(30,792)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(3,855)			(3,855)
Currency translation adjustment	(328)				(328)
Stock-based compensation	3,280		3,280
Common stock issued, net of shares withheld for employee taxes (in shares)		27,543
Common stock issued, net of shares withheld for employee taxes	312		312
Ending balance (in shares) at Sep. 30, 2021		18,202,416
Ending balance at Sep. 30, 2021	$ 356,771	$ 20	298,082	105,256	(15,795)	(30,792)
Beginning balance (in shares) at Dec. 31, 2021	18,205,636	18,205,636
Beginning balance at Dec. 31, 2021	$ 326,459	$ 20	301,061	73,544	(17,374)	(30,792)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(9,687)			(9,687)
Currency translation adjustment	(1,984)				(1,984)
Stock-based compensation	2,867		2,867
Common stock issued, net of shares withheld for employee taxes (in shares)		55,041
Common stock issued, net of shares withheld for employee taxes	(916)		(1,051)			135
Ending balance (in shares) at Mar. 31, 2022		18,260,677
Ending balance at Mar. 31, 2022	$ 316,739	$ 20	302,877	63,857	(19,358)	(30,657)
Beginning balance (in shares) at Dec. 31, 2021	18,205,636	18,205,636
Beginning balance at Dec. 31, 2021	$ 326,459	$ 20	301,061	73,544	(17,374)	(30,792)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(24,521)
Currency translation adjustment	$ (26,791)
Ending balance (in shares) at Sep. 30, 2022	18,776,936	18,766,936
Ending balance at Sep. 30, 2022	$ 299,464	$ 20	325,244	49,022	(44,165)	(30,657)
Beginning balance (in shares) at Mar. 31, 2022		18,260,677
Beginning balance at Mar. 31, 2022	316,739	$ 20	302,877	63,857	(19,358)	(30,657)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(8,574)			(8,574)
Currency translation adjustment	(13,011)				(13,011)
Stock-based compensation	3,491		3,491
Common stock issued, net of shares withheld for employee taxes (in shares)		6,080
Common stock issued, net of shares withheld for employee taxes	(249)		(249)
Ending balance (in shares) at Jun. 30, 2022		18,266,757
Ending balance at Jun. 30, 2022	298,396	$ 20	306,119	55,283	(32,369)	(30,657)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(6,261)			(6,261)
Currency translation adjustment	(11,796)				(11,796)
Stock-based compensation	3,666		3,666
Common stock issued, net of shares withheld for employee taxes (in shares)		4,617
Common stock issued, net of shares withheld for employee taxes	(418)		(418)
Acquisition of business (In shares)		495,562
Acquisition of business	$ 15,878		15,878
Ending balance (in shares) at Sep. 30, 2022	18,776,936	18,766,936
Ending balance at Sep. 30, 2022	$ 299,464	$ 20	$ 325,244	$ 49,022	$ (44,165)	$ (30,657)

Fair Value Measurements

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

Our financial instruments include cash and cash equivalents, accounts receivable, customer deposits, accounts payable and accrued liabilities. The carrying amounts of such financial instruments approximate their fair value due to the short-term nature of these instruments.

Liabilities measured at fair value on a recurring basis are categorized in the tables below based upon the lowest level of significant input to the valuations:


	As of September 30, 2022
	Level 1		Level 2		Level 3
Liabilities:
Contingent consideration (1)	$	—	$	—	$	881
Total	$	—	$	—	$	881
	As of December 31, 2021
	Level 1		Level 2		Level 3
Liabilities:
Contingent consideration (1)	$	—	$	—	$	1,028
Total	$	—	$	—	$	1,028

(1)Contingent consideration liability represents arrangements to pay the former owners of certain companies we acquired based on the attainment of future product release milestones and is reported in Other long-term liabilities. We use a probability-weighted discounted cash flow model to estimate the fair value of contingent consideration liabilities. These probability weightings are developed internally and assessed on a quarterly basis. The remaining undiscounted maximum payment under these arrangements was $1.0 million as of September 30, 2022. We expect to make payments earned by former owners under these arrangements on August 31, 2023.

Leases - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Lessee, Lease, Description [Line Items]
Renewal term (in years)			15 years
Termination window (in months)			3 months
Short term lease cost (less than)	$ 0.1	$ 0.1	$ 0.1	$ 0.1
Minimum
Lessee, Lease, Description [Line Items]
Term of contract (in years)			1 year
Maximum
Lessee, Lease, Description [Line Items]
Term of contract (in years)			10 years

Leases - Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Operating leases:
Operating lease right-of-use assets	$ 18,404	$ 22,543
Current operating lease liabilities	5,363	5,601
Operating lease liabilities - less current portion	14,225	18,538
Total operating lease liabilities	19,588	24,139
Finance leases:
Property and equipment, at cost	1,415	1,380
Accumulated depreciation	(1,312)	(1,222)
Property and equipment, net	103	158
Current finance lease liabilities	169	137
Finance lease liabilities - less current portion	119	110
Total finance lease liabilities	$ 288	$ 247
Weighted Average Remaining Lease Term (in years):
Operating leases	5 years 3 days	5 years 8 months 8 days
Finance leases	1 year 11 months 19 days	2 years 1 month 13 days
Weighted Average Discount Rate:
Operating leases	5.67%	5.67%
Finance leases	5.35%	5.02%
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Lease liabilities	Lease liabilities
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Lease liabilities - less current portion	Lease liabilities - less current portion
Operating Lease, Liability, Statement of Financial Position [Extensible List]	Liabilities	Liabilities
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	Property, plant and equipment, net	Property, plant and equipment, net
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Lease liabilities	Lease liabilities
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Lease liabilities - less current portion	Lease liabilities - less current portion
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration]	Liabilities	Liabilities

Inventories (Tables)

9 Months Ended

Sep. 30, 2022

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventories consist of the following:


	As of September 30, 2022		As of December 31, 2021
Raw materials	$	30,440	$	34,617
Finished goods	20,516		18,528
Inventories, net	$	50,956	$	53,145

Service and sales demonstration inventory, net	$	28,249	$	30,554

Business Combinations - Acquired Intangible (Details) - GeoSLAM $ in Thousands	Sep. 01, 2022 USD ($)
Acquired Finite-Lived Intangible Assets [Line Items]
Amount	$ 18,610
Weighted Average Life (Years)	13 years
Brand
Acquired Finite-Lived Intangible Assets [Line Items]
Amount	$ 466
Weighted Average Life (Years)	3 years
Technology
Acquired Finite-Lived Intangible Assets [Line Items]
Amount	$ 3,828
Weighted Average Life (Years)	5 years
Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Amount	$ 14,316
Weighted Average Life (Years)	15 years

Impact of Recently Issued Accounting Pronouncements	9 Months Ended
Impact of Recently Issued Accounting Pronouncements	Sep. 30, 2022
Accounting Changes and Error Corrections [Abstract]
IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS	IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS Impact of Recently Adopted Accounting Standards In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which amends and aims to simplify accounting disclosure requirements regarding a number of topics, including intraperiod tax allocation, accounting for deferred taxes when there are changes in consolidation of certain investments, tax basis step up in an acquisition and the application of effective rate changes during interim periods, amongst other improvements. We adopted ASU 2019-12 effective as of January 1, 2021, and the adoption of the new guidance did not have a material impact on our condensed consolidated financial statements. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Asset and Contract Liabilities from Contracts with Customers, which intends to simplify the accounting for acquired revenue contracts with customers in a business combination and to also remove inconsistencies in this topic related to recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer. ASU No. 2021-08 allows an acquirer to recognize and measure contract assets and contract liabilities acquired in a business combination in a similar manner to how they are recorded on the acquiree’s financial statements at book value. Early adoption is permitted and we early adopted ASU No. 2021-08 in the fourth quarter of 2021. As a result of the early adoption of ASU No.2021-08, we recorded the deferred revenue associated with the acquisition of Holobuilder in 2021 at its book value of approximately $4.0 million. Further, we recorded the deferred revenue associated with the acquisition of GeoSLAM in 2022 at its book value of approximately $1.3 million

- Definition

The entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle.

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+ Details

Inventories - Additional Information (Details)	9 Months Ended
Inventories - Additional Information (Details)	Sep. 30, 2022 category
Property, Plant and Equipment [Line Items]
Inventory categories	3
Refurbished demonstration inventory selling period (in months)	12 months
Sales Inventory
Property, Plant and Equipment [Line Items]
Demonstration inventory shelf life (in years)	3 years
Service Inventory
Property, Plant and Equipment [Line Items]
Service inventory selling period (in months)	12 months
Inventory, remaining useful life (in years)	3 years

Accounts Receivable - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Receivables [Abstract]
Accounts receivable	$ 77,591	$ 80,754
Allowance for credit losses	(2,244)	(2,231)
Total	$ 75,347	$ 78,523

Commitments and Contingencies (Details) $ in Millions	9 Months Ended	19 Months Ended	246 Months Ended
Commitments and Contingencies (Details) $ in Millions	Sep. 30, 2022 USD ($)	Sep. 30, 2022 USD ($)	Jun. 30, 2022 contract
Commitments and Contingencies [Line Items]
Purchase commitment, due in next twelve months	$ 46.2	$ 46.2
Long-term purchase commitments	$ 6.6
Number of contracts \| contract			2
Government Contract
Commitments and Contingencies [Line Items]
Settlement paid		$ 12.3
Minimum
Commitments and Contingencies [Line Items]
Length of purchase commitments, (in days)	60 days
Maximum
Commitments and Contingencies [Line Items]
Length of purchase commitments, (in days)	120 days

Description of Business	9 Months Ended
Description of Business	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF BUSINESS	DESCRIPTION OF BUSINESS FARO Technologies, Inc. and its subsidiaries (collectively “FARO,” the “Company,” “us,” “we” or “our”) design, develop, manufacture, market and support software driven, three-dimensional (“3D”) measurement, imaging, and realization solutions for the 3D metrology, architecture, engineering and construction (“AEC”), Operations and Maintenance (“O&M”) and public safety analytics markets. We enable our customers to capture, measure, manipulate, interact with and share 3D and 2D data from the physical world in a virtual environment and then translate this information back into the physical domain. Our broad technology set equips our customers with a wide range of 3D capture technologies that range from ultra-high accuracy laser-scanner-based technology to lower accuracy, photogrammetry-based technology. Our FARO suite of 3D products and software solutions are used for inspection of components and assemblies, rapid prototyping, reverse engineering, documenting large volume or structures in 3D, surveying and construction, construction management, assembly layout, machine guidance as well as in investigation and reconstructions of crash and crime scenes. We sell the majority of our solutions through a direct sales force, with an increasing volume being sold through an indirect channel across a range of industries including automotive, aerospace, metal and machine fabrication, surveying, architecture, engineering and construction, public safety forensics and other industries. COVID-19 and Impact On Our Business Our business is significantly vulnerable to the economic effects of pandemics and other public health crises, including the ongoing coronavirus (“COVID-19”) pandemic that has surfaced in virtually every country of our global operating footprint. During 2020, we experienced a significant decline in the demand for our products and services across all of our served markets as a result of the impact of the spread of COVID-19. During 2022, we continue to mitigate the ongoing impact of COVID-19 on our business results and we remain committed to taking actions to mitigate both the impact on the health and safety of our employees, as well as negative business effects resulting from demand disruption, material availability and potential production and shipment challenges, including, but not limited to, the following: •Operating our business with a focus on our employee health and safety, which includes minimizing travel, implementing remote work policies, maintaining employee distancing and enhancing the sanitation of all of our facilities; •Recommending that our employees receive vaccinations and vaccine boosters to help protect our colleagues, families, and communities; •Aggressively pursuing required raw materials to ensure continuity of supply and minimize material cost increases in collaboration with our third party manufacturer, Sanmina; •Aggressively pursuing alternative logistics paths when intermittent government-ordered shutdowns affect current logistics paths; •Monitoring our liquidity, disciplined inventory management, and scrutinizing our capital expenditures while executing our strategic plan; and •Continuously reviewing our financial strategy to enhance financial flexibility in these volatile financial markets. We continue to maintain a strong capital structure with a cash balance of $48.5 million and no debt as of September 30, 2022. We believe that our liquidity position is adequate to meet our projected needs in the reasonably foreseeable future. Future developments, such as the potential resurgence of COVID-19 in countries and new actions taken by governments in response to future resurgence, are highly uncertain. Therefore, the Company is not able to predict the extent to which the COVID-19 outbreak continues to impact the Company’s results of operations and financial conditions.

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Tax Disclosure [Abstract]
Income tax expense (benefit)	$ 586	$ (1,658)	$ 4,352	$ (3,667)
Effective tax rate	10.30%	30.10%

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Statement of Comprehensive Income [Abstract]
Net loss	$ (6,261)	$ (3,855)	$ (24,521)	$ (8,252)
Currency translation adjustments, net of income taxes	(11,796)	(328)	(26,791)	(5,635)
Comprehensive loss	$ (18,057)	$ (4,183)	$ (51,312)	$ (13,887)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Description of Business (Details)	Sep. 30, 2022 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash	$ 48,500,000
Debt	$ 0

Revenues (Tables)

9 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

The following tables present our revenues by sales type as presented in our condensed consolidated statements of operations disaggregated by the timing of transfer of goods or services:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2022		2021		2022		2021
Product sales
Product transferred to customers at a point in time	$	60,090	$	53,536	$	165,750	$	161,080
Product transferred to customers over time	5,491		4,302		16,265		11,668
Total product sales	$	65,581	$	57,838	$	182,015	$	172,748


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2022		2021		2022		2021
Service sales
Service transferred to customers at a point in time	$	8,651	$	9,332	$	25,973	$	28,931
Service transferred to customers over time	11,100		11,999		33,918		35,931
Total service sales	$	19,751	$	21,331	$	59,891	$	64,862

The following table presents our revenues disaggregated by geography, based on the billing addresses of our customers:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2022		2021		2022		2021
Total sales to external customers
Americas (1)	$	38,732	$	33,944	$	110,077	$	100,195
EMEA (1)	22,802		23,387		66,494		75,315
APAC (1)	23,798		21,838		65,335		62,100
	$	85,332	$	79,169	$	241,906	$	237,610

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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Operating activities:
Net loss	$ (24,521)	$ (8,252)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	10,061	9,560
Stock-based compensation	10,024	8,657
Provisions for bad debts, net of recoveries	80	33
Loss on disposal of assets	356	130
Provision for excess and obsolete inventory	209	1,955
Deferred income tax expense (benefit)	568	(3,667)
Decrease (Increase) in:
Accounts receivable	867	4,311
Inventories	2,129	(9,106)
Prepaid expenses and other current assets	(14,566)	(2,935)
(Decrease) Increase in:
Accounts payable and accrued liabilities	(2,249)	(14,153)
Income taxes payable	1,008	(1,847)
Customer deposits	588	1,966
Unearned service revenues	(2,710)	(2,223)
Net cash used in operating activities	(18,156)	(15,571)
Investing activities:
Purchases of property and equipment	(4,978)	(4,845)
Cash paid for technology development, patents and licenses	(9,154)	(1,933)
Acquisition of business, net of cash acquired	(29,068)	(33,908)
Net cash used in investing activities	(43,200)	(40,686)
Financing activities:
Payments on finance leases	(172)	(229)
Payments for taxes related to net share settlement of equity awards	(1,584)	(4,137)
Proceeds from issuance of stock related to stock option exercises	0	5,835
Net cash (used in) provided by financing activities	(1,756)	1,469
Effect of exchange rate changes on cash and cash equivalents	(10,343)	(5,031)
Decrease in cash and cash equivalents	(73,455)	(59,819)
Cash and cash equivalents, beginning of period	121,989	185,633
Cash and cash equivalents, end of period	$ 48,534	$ 125,814

Accounts Receivable - Allowance For Credit Loss (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance of the allowance for credit losses	$ (2,231)
Current period provision for expected credit losses, net of recoveries	(80)
Charge-offs of amounts previously expensed	67
Ending balance of the allowance for credit losses	$ (2,244)

Net Loss Per Share - Additional Information (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Earnings Per Share [Abstract]
Antidilutive securities (in shares)	578,121	393,995	578,121	393,995

Fair Value Measurements - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Monte Carlo Simulation Valuation Model
Liabilities:
Undiscounted maximum payment under the contingent consideration arrangements	$ 1,000
Level 1 \| Fair Value, Measurements, Recurring
Liabilities:
Contingent consideration	0	$ 0
Total	0	0
Level 2 \| Fair Value, Measurements, Recurring
Liabilities:
Contingent consideration	0	0
Total	0	0
Level 3 \| Fair Value, Measurements, Recurring
Liabilities:
Contingent consideration	881	1,028
Total	$ 881	$ 1,028

Leases - Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Leases - Lease Cost (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Leases [Abstract]
Operating lease cost	$ 1,805	$ 2,010	$ 5,453	$ 5,901
Finance lease cost:
Amortization of ROU assets	18	60	96	221
Interest on lease liabilities	4	5	15	14
Total finance lease cost	$ 22	$ 65	$ 111	$ 235

Basis of Presentation (Tables)

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Share-Based Payment Arrangement, Expensed and Capitalized, Amount


	Three Months Ended				Nine Months Ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Cost of sales
Product	$	231	$	147	$	635	$	435
Service	42		43		121		$	35
Total cost of sales	$	273	$	190	$	756	$	470

Operating expenses
Selling, general and administrative	$	2,742	$	2,581	$	7,475	$	6,789
Research and development	651		509		1,793		1,398
Total operating expenses	$	3,393	$	3,090	$	9,268	$	8,187

Impact of Recently Issued Accounting Pronouncements (Details) - USD ($) $ in Millions	3 Months Ended			9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Revenue recognized	$ 8.7		$ 7.6	$ 29.1	$ 29.2
Accounting Standards Update 2021 08 Member \| Holobuilder
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Revenue recognized		$ 4.0
Accounting Standards Update 2021-08 \| GeoSLAM
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Revenue recognized		$ 1.3

Inventories

9 Months Ended

Sep. 30, 2022

Inventory Disclosure [Abstract]

INVENTORIES

Inventories are stated at the lower of cost or net realizable value using the first-in first-out (FIFO) method. We have three principal categories of inventory: 1) manufactured product to be sold; 2) sales demonstration inventory - completed product used to support our sales force for demonstrations and held for sale; and 3) service inventory - completed product and parts used to support our service department and held for sale. Shipping and handling costs are classified as a component of Cost of Sales in our condensed consolidated statements of operations. Sales demonstration inventory is held by our sales representatives for up to three years, at which time it would be refurbished and transferred to finished goods as used equipment, stated at the lower of cost or net realizable value. We expect these refurbished units to remain in finished goods inventory and sold within 12 months at prices that produce reduced gross margins. Service inventory is used to provide a temporary replacement product to a customer covered by a premium warranty when the customer’s unit requires service or repair and as training equipment. Service inventory is available for sale; however, management does not expect service inventory to be sold within 12 months and, as such, classifies this inventory as a long-term asset. Service inventory that we utilize for training or repairs and which we deem as no longer available for sale is transferred to fixed assets at the lower of cost or net realizable value and depreciated over the remaining life, typically three years.

Inventories consist of the following:


	As of September 30, 2022		As of December 31, 2021
Raw materials	$	30,440	$	34,617
Finished goods	20,516		18,528
Inventories, net	$	50,956	$	53,145

Service and sales demonstration inventory, net	$	28,249	$	30,554

Accounts Receivable

9 Months Ended

Sep. 30, 2022

Receivables [Abstract]

ACCOUNTS RECEIVABLE

Accounts receivable consist of the following:


	As of September 30, 2022		As of December 31, 2021
Accounts receivable	$	77,591	$	80,754
Allowance for credit losses	(2,244)		(2,231)
Total	$	75,347	$	78,523

Activity related to the allowance for credit losses was as follows:


	Nine Months Ended September 30, 2022
Beginning balance of the allowance for credit losses	$	(2,231)
Current period provision for expected credit losses, net of recoveries	(80)
Charge-offs of amounts previously expensed	67
Ending balance of the allowance for credit losses	$	(2,244)

Accrued Liabilities - Schedule of Accrued liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Accrued compensation and benefits	$ 15,310	$ 15,723
Accrued restructuring costs	520	3,919
Accrued warranties	2,192	1,880	$ 1,673	$ 1,683
Professional and legal fees	1,386	2,053
Taxes other than income	194	3,674
Other accrued liabilities	3,279	959
Total accrued liabilities	$ 22,881	$ 28,208

Restructuring - Activity Related to Restructuring and Related Costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Restructuring Reserve [Roll Forward]
Additions charged to expense	$ 580	$ 1,376	$ 2,512	$ 3,679
Restructuring Plan
Restructuring Reserve [Roll Forward]
Beginning balance			3,919	2,348
Additions charged to expense			2,511	3,679
Cash payments			(5,910)	(4,534)
Ending balance	520	1,493	520	1,493
Severance and other benefits \| Restructuring Plan
Restructuring Reserve [Roll Forward]
Beginning balance			3,442	1,481
Additions charged to expense			1,439	2,515
Cash payments			(4,619)	(2,784)
Ending balance	262	1,212	262	1,212
Professional fees and other related charges \| Restructuring Plan
Restructuring Reserve [Roll Forward]
Beginning balance			477	867
Additions charged to expense			1,072	1,164
Cash payments			(1,291)	(1,750)
Ending balance	$ 258	$ 281	$ 258	$ 281

Revenues - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Disaggregation of Revenue [Line Items]
Sales	$ 85,332	$ 79,169	$ 241,906	$ 237,610
Americas
Disaggregation of Revenue [Line Items]
Sales	38,732	33,944	110,077	100,195
EMEA
Disaggregation of Revenue [Line Items]
Sales	22,802	23,387	66,494	75,315
APAC
Disaggregation of Revenue [Line Items]
Sales	23,798	21,838	65,335	62,100
Product sales
Disaggregation of Revenue [Line Items]
Sales	65,581	57,838	182,015	172,748
Product sales \| Product transferred to customers at a point in time
Disaggregation of Revenue [Line Items]
Sales	60,090	53,536	165,750	161,080
Product sales \| Product transferred to customers over time
Disaggregation of Revenue [Line Items]
Sales	5,491	4,302	16,265	11,668
Service sales
Disaggregation of Revenue [Line Items]
Sales	19,751	21,331	59,891	64,862
Service sales \| Product transferred to customers at a point in time
Disaggregation of Revenue [Line Items]
Sales	8,651	9,332	25,973	28,931
Service sales \| Product transferred to customers over time
Disaggregation of Revenue [Line Items]
Sales	$ 11,100	$ 11,999	$ 33,918	$ 35,931

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	50,000,000	50,000,000
Common stock, shares issued (in shares)	20,153,287	19,588,003
Common stock, shares outstanding (in shares)	18,776,936	18,205,636
Treasury stock, shares (in shares)	1,376,351	1,382,367

Business Combinations - Assets and Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 01, 2022	Dec. 31, 2021
Liabilities assumed:
Goodwill	$ 101,279		$ 82,096
GeoSLAM
Tangible assets acquired:
Accounts receivable		$ 2,452
Inventory		6,576
Property, plant and equipment, net		270
Other assets		505
Total assets acquired		9,803
Liabilities assumed:
Accounts payable and accrued liabilities		(2,187)
Deferred revenue		(1,282)
Other current liabilities		(289)
Total liabilities assumed		(3,758)
Intangible assets		18,610
Net assets acquired		24,655
Deferred income tax liability		4,472
Goodwill		24,763
Purchase price paid, net of cash acquired		$ 44,946

Principles of Consolidation (Policies)	9 Months Ended
Principles of Consolidation (Policies)	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Consolidation	Our condensed consolidated financial statements include the accounts of FARO Technologies, Inc. and its subsidiaries, all of which are wholly owned.
Foreign Currency Translation	All intercompany transactions and balances have been eliminated. The financial statements of our foreign subsidiaries are translated into U.S. dollars using exchange rates in effect at period-end for assets and liabilities and average exchange rates during each reporting period for results of operations. Adjustments resulting from financial statement translations are reflected as a separate component of accumulated other comprehensive loss. Foreign currency transaction gains and losses are included in net loss
Basis of Presentation	The accompanying unaudited condensed consolidated financial statements and notes thereto have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These condensed consolidated financial statements include all normal recurring accruals and adjustments considered necessary by management for a fair presentation in conformity with U.S. GAAP.
Use of Estimates	Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.
Impact of Recently Adopted Accounting Standards	Impact of Recently Adopted Accounting Standards In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which amends and aims to simplify accounting disclosure requirements regarding a number of topics, including intraperiod tax allocation, accounting for deferred taxes when there are changes in consolidation of certain investments, tax basis step up in an acquisition and the application of effective rate changes during interim periods, amongst other improvements. We adopted ASU 2019-12 effective as of January 1, 2021, and the adoption of the new guidance did not have a material impact on our condensed consolidated financial statements. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Asset and Contract Liabilities from Contracts with Customers, which intends to simplify the accounting for acquired revenue contracts with customers in a business combination and to also remove inconsistencies in this topic related to recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer. ASU No. 2021-08 allows an acquirer to recognize and measure contract assets and contract liabilities acquired in a business combination in a similar manner to how they are recorded on the acquiree’s financial statements at book value. Early adoption is permitted and we early adopted ASU No. 2021-08 in the fourth quarter of 2021. As a result of the early adoption of ASU No.2021-08, we recorded the deferred revenue associated with the acquisition of Holobuilder in 2021 at its book value of approximately $4.0 million. Further, we recorded the deferred revenue associated with the acquisition of GeoSLAM in 2022 at its book value of approximately $1.3 million.
Inventory	Inventories are stated at the lower of cost or net realizable value using the first-in first-out (FIFO) method. We have three principal categories of inventory: 1) manufactured product to be sold; 2) sales demonstration inventory - completed product used to support our sales force for demonstrations and held for sale; and 3) service inventory - completed product and parts used to support our service department and held for sale. Shipping and handling costs are classified as a component of Cost of Sales in our condensed consolidated statements of operations. Sales demonstration inventory is held by our sales representatives for up to three years, at which time it would be refurbished and transferred to finished goods as used equipment, stated at the lower of cost or net realizable value. We expect these refurbished units to remain in finished goods inventory and sold within 12 months at prices that produce reduced gross margins. Service inventory is used to provide a temporary replacement product to a customer covered by a premium warranty when the customer’s unit requires service or repair and as training equipment. Service inventory is available for sale; however, management does not expect service inventory to be sold within 12 months and, as such, classifies this inventory as a long-term asset. Service inventory that we utilize for training or repairs and which we deem as no longer available for sale is transferred to fixed assets at the lower of cost or net realizable value and depreciated over the remaining life, typically three years.

- Definition

Disclosure of inventory accounting policy for inventory classes, including, but not limited to, basis for determining inventory amounts, methods by which amounts are added and removed from inventory classes, loss recognition on impairment of inventories, and situations in which inventories are stated above cost.

+ References + Details

Accrued Liabilities - Activity Related to Accrued Warranties (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward]
Balance, beginning of period	$ 1,880	$ 1,683
Provision for warranty expense	2,548	1,941
Fulfillment of warranty obligations	(2,236)	(1,951)
Balance, end of period	$ 2,192	$ 1,673

Principles of Consolidation	9 Months Ended
Principles of Consolidation	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
PRINCIPLES OF CONSOLIDATION	PRINCIPLES OF CONSOLIDATIONOur condensed consolidated financial statements include the accounts of FARO Technologies, Inc. and its subsidiaries, all of which are wholly owned. All intercompany transactions and balances have been eliminated. The financial statements of our foreign subsidiaries are translated into U.S. dollars using exchange rates in effect at period-end for assets and liabilities and average exchange rates during each reporting period for results of operations. Adjustments resulting from financial statement translations are reflected as a separate component of accumulated other comprehensive loss. Foreign currency transaction gains and losses are included in net loss

Inventories - Schedule of Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Raw materials	$ 30,440	$ 34,617
Finished goods	20,516	18,528
Inventories, net	50,956	53,145
Service and sales demonstration inventory, net	$ 28,249	$ 30,554

Accounts Receivable (Tables)

9 Months Ended

Sep. 30, 2022

Receivables [Abstract]

Schedule of Accounts Receivable

Accounts receivable consist of the following:


	As of September 30, 2022		As of December 31, 2021
Accounts receivable	$	77,591	$	80,754
Allowance for credit losses	(2,244)		(2,231)
Total	$	75,347	$	78,523

Financing Receivable, Allowance for Credit Loss

Activity related to the allowance for credit losses was as follows:


	Nine Months Ended September 30, 2022
Beginning balance of the allowance for credit losses	$	(2,231)
Current period provision for expected credit losses, net of recoveries	(80)
Charge-offs of amounts previously expensed	67
Ending balance of the allowance for credit losses	$	(2,244)

Business Combinations - Narrative (Details) - USD ($) $ in Thousands	Sep. 01, 2022	Sep. 30, 2022
Business Acquisition [Line Items]
Gross contractual amount from accounts receivable acquired		$ 2,600
GeoSLAM
Business Acquisition [Line Items]
Purchase price	$ 29,000
Number of shares issued in non-cash payment transactio (in shares)	495,562
Value of stock	$ 15,900
Purchase price paid, net of cash acquired	$ 44,946
Integration costs		2,400
Accounts receivable net		$ 2,500

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2022
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES For the three months ended September 30, 2022, we recorded an income tax expense of $0.6 million compared with an income tax benefit of $1.7 million for the three months ended September 30, 2021. Our effective tax rate was 10.3% for the three months ended September 30, 2022 compared with 30.1% in the prior year period. The tax rate for 2022 reflects a tax expense on a pre-tax loss and the tax rate for 2021 reflects a tax benefit on a pre-tax loss. The change in our income tax expense and our effective tax rate were primarily due to the impact of the capitalization of research and development (“R&D”) expenditures for income tax purposes. The Tax Cuts and Jobs Act (the “Act”) requires the capitalization and amortization of R&D costs incurred after December 31, 2021. We have considered the effects of the Act on the forecasted domestic cash tax payments for the year ending December 31, 2022. Our entity in the United States remains in a full valuation allowance position, hence we were not able to recognize the tax benefits associated with the capitalization of these R&D expenditures. Our quarterly estimate of our annual effective tax rate, and our quarterly provision for income tax (benefit) expense, are subject to significant variation due to numerous factors, including variability in accurately predicting our pretax and taxable income or loss and the mix of jurisdictions to which they relate, as well as the amount of pretax income or loss recognized during the quarter.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 48,534	$ 121,989
Accounts receivable, net	75,347	78,523
Inventories, net	50,956	53,145
Prepaid expenses and other current assets	33,801	19,793
Total current assets	208,638	273,450
Non-current assets:
Property, plant and equipment, net	20,424	22,194
Operating lease right-of-use assets	18,404	22,543
Goodwill	101,279	82,096
Intangible assets, net	48,094	25,616
Service and sales demonstration inventory, net	28,249	30,554
Deferred income tax assets, net	18,092	21,277
Other long-term assets	2,047	2,010
Total assets	445,227	479,740
Current liabilities:
Accounts payable	17,546	14,199
Accrued liabilities	22,881	28,208
Income taxes payable	6,421	4,499
Current portion of unearned service revenues	36,440	40,838
Customer deposits	5,873	5,399
Lease liabilities	5,532	5,738
Total current liabilities	94,693	98,881
Unearned service revenues - less current portion	20,868	22,350
Lease liabilities - less current portion	14,344	18,648
Deferred income tax liabilities	5,708	1,058
Income taxes payable - less current portion	10,131	11,297
Other long-term liabilities	19	1,047
Total liabilities	145,763	153,281
Commitments and contingencies - See Note 12
Shareholders’ equity:
Common stock - par value $0.001, 50,000,000 shares authorized; 20,153,287 and 19,588,003 issued, respectively; 18,776,936 and 18,205,636 outstanding, respectively	20	20
Additional paid-in capital	325,244	301,061
Retained earnings	49,022	73,544
Accumulated other comprehensive loss	(44,165)	(17,374)
Common stock in treasury, at cost - 1,376,351 and 1,382,367 shares held, respectively	(30,657)	(30,792)
Total shareholders’ equity	299,464	326,459
Total liabilities and shareholders’ equity	$ 445,227	$ 479,740

Leases (Tables)

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

Lease Cost and Supplemental Cash Flow Information Related to Leases

The components of lease expense were as follows:


	Three Months Ended September 30, 2022		Three Months Ended September 30, 2021		Nine Months Ended September 30, 2022		Nine Months Ended September 30, 2021
Operating lease cost	$	1,805	$	2,010	$	5,453	$	5,901

Finance lease cost:
Amortization of ROU assets	18		60		$	96	$	221
Interest on lease liabilities	4		5		$	15	$	14
Total finance lease cost	$	22	$	65	$	111	$	235

Supplemental cash flow information related to leases was as follows:


	Nine Months Ended September 30, 2022		Nine Months Ended September 30, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	5,686	$	5,874
Operating cash flows from finance leases	$	15	$	14
Financing cash flows from finance leases	$	172	$	229

ROU assets obtained in exchange for lease obligations:
Operating leases	$	808	$	1,209

Supplemental Balance Sheet Information Related to Leases

Supplemental balance sheet information related to leases was as follows:


	As of			As of
	September 30, 2022			December 31, 2021
Operating leases:
Operating lease right-of-use assets	$	18,404		$	22,543

Current operating lease liabilities	$	5,363		$	5,601
Operating lease liabilities - less current portion	14,225			18,538
Total operating lease liabilities	$	19,588		$	24,139

Finance leases:
Property and equipment, at cost	$	1,415		$	1,380
Accumulated depreciation	(1,312)			(1,222)
Property and equipment, net	$	103		$	158

Current finance lease liabilities	$	169		$	137
Finance lease liabilities - less current portion	119			110
Total finance lease liabilities	$	288		$	247

Weighted Average Remaining Lease Term (in years):
Operating leases	5.01			5.69
Finance leases	1.97			2.12

Weighted Average Discount Rate:
Operating leases	5.67		%	5.67		%
Finance leases	5.35		%	5.02		%

Operating Lease, Liability, Maturity

Maturities of lease liabilities are as follows:


Year Ending December 31,	Operating leases		Finance leases
2022 (excluding the first 6 months)	$	1,673	$	49
2023	6,105		170
2024	4,826		61
2025	3,074		12
2026	2,075		8
Thereafter	4,984		2
Total lease payments	$	22,737	$	302
Less imputed interest	(3,149)		(14)
Total	$	19,588	$	288

Finance Lease, Liability, Maturity

Maturities of lease liabilities are as follows:


Year Ending December 31,	Operating leases		Finance leases
2022 (excluding the first 6 months)	$	1,673	$	49
2023	6,105		170
2024	4,826		61
2025	3,074		12
2026	2,075		8
Thereafter	4,984		2
Total lease payments	$	22,737	$	302
Less imputed interest	(3,149)		(14)
Total	$	19,588	$	288

Net Loss Per Share

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

NET LOSS PER SHARE

Basic net loss per share is computed by dividing net loss by the weighted average number of shares outstanding. Diluted net loss per share is computed by also considering the impact of potential common stock on both net loss and the weighted average number of shares outstanding. Our potential common stock consists of employee stock options, restricted stock units and market-based awards. Our potential common stock is included in the diluted earnings per share calculation when adding such potential common stock would not be anti-dilutive. Market-based awards are included in the computation of diluted earnings per share only to the extent that the underlying conditions (and any applicable market condition) (i) are satisfied as of the end of the reporting period or (ii) would be considered satisfied if the end of the reporting period were the end of the related contingency period and the result would be dilutive under the treasury stock method. When we report a net loss for the period presented, the calculation of diluted net loss per share excludes our potential common stock, as the effect would be anti-dilutive.

For the three and nine months ended September 30, 2022, there were approximately 578,121 shares issuable upon the exercise of options, the vesting of time-based restricted stock and the contingent vesting of market-based restricted stock units that were excluded from the dilutive calculations, as they were anti-dilutive. For the three months and nine months ended September 30, 2021, there were approximately 393,995 issuable upon the exercise of options that were excluded from the dilutive calculations, as they were anti-dilutive.

A reconciliation of the number of common shares used in the calculation of basic and diluted net loss per share is presented below:


	Three Months Ended
	September 30, 2022			September 30, 2021
	Shares	Per-Share Amount		Shares	Per-Share Amount
Basic net loss per share	18,436,615	$	(0.34)	18,194,960	$	(0.21)
Effect of dilutive securities	—	—		—	—
Diluted net loss per share	18,436,615	$	(0.34)	18,194,960	$	(0.21)


	Nine Months Ended
	September 30, 2022			September 30, 2021
	Shares	Per-Share Amount		Shares	Per-Share Amount
Basic net loss per share	18,336,537	$	(1.34)	18,166,930	$	(0.45)
Effect of dilutive securities	—	—		—	—
Diluted net loss per share	18,336,537	$	(1.34)	18,166,930	$	(0.45)

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Liabilities Measured at Fair Value on a Recurring Basis

Liabilities measured at fair value on a recurring basis are categorized in the tables below based upon the lowest level of significant input to the valuations:


	As of September 30, 2022
	Level 1		Level 2		Level 3
Liabilities:
Contingent consideration (1)	$	—	$	—	$	881
Total	$	—	$	—	$	881
	As of December 31, 2021
	Level 1		Level 2		Level 3
Liabilities:
Contingent consideration (1)	$	—	$	—	$	1,028
Total	$	—	$	—	$	1,028

Accrued Liabilities

9 Months Ended

Sep. 30, 2022

Payables and Accruals [Abstract]

ACCRUED LIABILITIES

Accrued liabilities consist of the following:


	As of September 30, 2022		As of December 31, 2021
Accrued compensation and benefits	$	15,310	$	15,723
Accrued restructuring costs	520		3,919
Accrued warranties	2,192		1,880
Professional and legal fees	1,386		2,053
Taxes other than income	194		3,674
Other accrued liabilities	3,279		959
Total accrued liabilities	$	22,881	$	28,208

Activity related to accrued warranties was as follows:


	Nine Months Ended
	September 30, 2022		September 30, 2021
Balance, beginning of period	$	1,880	$	1,683
Provision for warranty expense	2,548		1,941
Fulfillment of warranty obligations	(2,236)		(1,951)
Balance, end of period	$	2,192	$	1,673

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Purchase Commitments — We enter into purchase commitments for products and services in the ordinary course of business. These purchases generally cover production requirements for 60 to 120 days as well as materials necessary to service customer units through the product lifecycle and for warranty commitments. As of September 30, 2022, we had approximately $46.2 million in purchase commitments that are expected to be delivered within the next 12 months. To ensure adequate component availability, as of September 30, 2022, we also had $6.6 million in long-term commitments for purchases to be delivered after 12 months. Legal Proceedings — We are not involved in any legal proceedings, including routine litigation arising in the normal course of business, that we believe will have a material adverse effect on our business, financial condition or results of operations. U.S. Government Contracting Matter — We have sold our products and related services to the U.S. Government (the “Government”) under General Services Administration (“GSA”) Federal Supply Schedule contracts (the “GSA Contracts”) since 2002 and are currently selling our products and related services to the Government under two such GSA Contracts. Each GSA Contract is subject to extensive legal and regulatory requirements and includes, among other provisions, a price reduction clause (the “Price Reduction Clause”), which generally requires us to reduce the prices billed to the Government under the GSA Contracts to correspond to the lowest prices billed to certain benchmark customers. 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 Government being overcharged under the Price Reduction Clauses of the GSA Contracts (the “GSA Matter”). As a result, we performed remediation efforts, including but not limited to, the identification of additional controls and procedures to ensure future compliance with the pricing and other requirements of the GSA Contracts. We also retained outside legal counsel and forensic accountants to assist with these efforts and to conduct a comprehensive review of our pricing and other practices under the GSA Contracts (the “Review”). On February 14, 2019, we reported the GSA Matter to the GSA and its Office of Inspector General. Effective as of February 25, 2021, as a result of the review, we entered into a settlement agreement with the GSA. Pursuant to the settlement agreement, we agreed to, among other things, pay to the GSA $12.3 million 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. As of September 30, 2022, we no longer have any outstanding liability related to this matter.

Net Loss Per Share - Reconciliation of Number of Common Shares Used in Calculation of Basic and Diluted Earnings Per Share (EPS) (Details) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Earnings Per Share [Abstract]
Basic net loss per share (in shares)	18,436,615	18,194,960	18,336,537	18,166,930
Effect of dilutive securities (in shares)	0	0	0	0
Diluted net loss (in shares)	18,436,615	18,194,960	18,336,537	18,166,930
Basic net loss (in dollars per share)	$ (0.34)	$ (0.21)	$ (1.34)	$ (0.45)
Effect of dilutive securities (in dollars per share)	0	0	0	0
Diluted net loss (in dollars per share)	$ (0.34)	$ (0.21)	$ (1.34)	$ (0.45)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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+ Details

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Sales	$ 85,332	$ 79,169	$ 241,906	$ 237,610
Cost of sales	42,067	36,838	117,178	109,390
Gross profit	43,265	42,331	124,728	128,220
Operating expenses
Selling, general and administrative	37,226	33,433	108,734	100,375
Research and development	12,586	12,731	36,756	36,464
Restructuring costs	580	1,376	2,512	3,679
Total operating expenses	50,392	47,540	148,002	140,518
Loss from operations	(7,127)	(5,209)	(23,274)	(12,298)
Other (income) expense
Interest (income) expense, net	(24)	5	(28)	54
Other (income) expense, net	(1,428)	299	(3,077)	(433)
Loss before income tax expense (benefit)	(5,675)	(5,513)	(20,169)	(11,919)
Income tax expense (benefit)	586	(1,658)	4,352	(3,667)
Net loss	$ (6,261)	$ (3,855)	$ (24,521)	$ (8,252)
Net loss per share - Basic (in dollars per share)	$ (0.34)	$ (0.21)	$ (1.34)	$ (0.45)
Net loss per share - Diluted (in dollars per share)	$ (0.34)	$ (0.21)	$ (1.34)	$ (0.45)
Weighted average shares - Basic (in shares)	18,436,615	18,194,960	18,336,537	18,166,930
Weighted average shares - Diluted (in shares)	18,436,615	18,194,960	18,336,537	18,166,930
Product
Sales	$ 65,581	$ 57,838	$ 182,015	$ 172,748
Cost of sales	30,375	25,650	82,879	75,909
Service
Sales	19,751	21,331	59,891	64,862
Cost of sales	$ 11,692	$ 11,188	$ 34,299	$ 33,481

Restructuring - Additional Information (Details) $ in Thousands	3 Months Ended		9 Months Ended		31 Months Ended
	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) employee	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Restructuring Cost and Reserve [Line Items]
Leasehold improvements	$ 3,000		$ 3,000		$ 3,000
Restructuring costs	580	$ 1,376	$ 2,512	$ 3,679
Expected number of positions eliminated \| employee			390
Restructuring Plan
Restructuring Cost and Reserve [Line Items]
Restructuring costs			$ 2,511	3,679
Restructuring reserve	520	1,493	520	1,493	520		$ 3,919	$ 2,348
Professional fees and other related charges \| Restructuring Plan
Restructuring Cost and Reserve [Line Items]
Restructuring costs			1,072	1,164
Restructuring reserve	258	$ 281	258	$ 281	258		$ 477	$ 867
Professional fees and other related charges \| Restructuring Plan \| Forecast
Restructuring Cost and Reserve [Line Items]
Restructuring and related cost, cash						$ 1,500
Employee Severance \| Restructuring Plan
Restructuring Cost and Reserve [Line Items]
Restructuring costs			5,900		24,800
Employee Severance \| Minimum \| Restructuring Plan
Restructuring Cost and Reserve [Line Items]
Restructuring reserve	1,500		1,500		1,500
Employee Severance \| Maximum \| Restructuring Plan
Restructuring Cost and Reserve [Line Items]
Restructuring reserve	$ 3,500		$ 3,500		$ 3,500

Leases - Maturities of lease liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Operating leases
2022 (excluding the first 6 months)	$ 1,673
2023	6,105
2024	4,826
2025	3,074
2026	2,075
Thereafter	4,984
Total lease payments	22,737
Less imputed interest	(3,149)
Total	19,588	$ 24,139
Finance leases
2022 (excluding the first 6 months)	49
2023	170
2024	61
2025	12
2026	8
Thereafter	2
Total lease payments	302
Less imputed interest	(14)
Total	$ 288	$ 247

Revenues - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Recognized service revenue	$ 8.7	$ 7.6	$ 29.1	$ 29.2
Refund liability	0.2	$ 0.1	0.2	$ 0.1
Commissions
Disaggregation of Revenue [Line Items]
Capitalized contract cost, net	3.1		3.1		$ 3.5
Commissions \| Prepaid expenses and other current assets
Disaggregation of Revenue [Line Items]
Capitalized contract cost, net	2.1		2.1		2.3
Commissions \| Other long-term assets
Disaggregation of Revenue [Line Items]
Capitalized contract cost, net	$ 1.0		$ 1.0		$ 1.2
Minimum
Disaggregation of Revenue [Line Items]
Extended product warranty term			1 month
Maximum
Disaggregation of Revenue [Line Items]
Extended product warranty term			3 years

Restructuring (Tables)

9 Months Ended

Sep. 30, 2022

Restructuring and Related Activities [Abstract]

Restructuring and Related Costs

Activity related to the accrued restructuring charge and cash payments during the nine months ended September 30, 2022 and September 30, 2021 was as follows:


	Severance and other benefits		Professional fees and other related charges		Total
Balance at December 31, 2021	$	3,442	$	477	$	3,919
Additions charged to expense	1,439		1,072		2,511
Cash payments	(4,619)		(1,291)		(5,910)
Balance at September 30, 2022	$	262	$	258	$	520

Balance at December 31, 2020	$	1,481	$	867	$	2,348
Additions charged to expense	2,515		1,164		3,679
Cash payments	(2,784)		(1,750)		(4,534)
Balance at September 30, 2021	$	1,212	$	281	$	1,493

Business Combinations

9 Months Ended

Sep. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Business Combinations

BUSINESS COMBINATIONS

On September 1, 2022, we completed the acquisition of UK-based GeoSLAM, a leading provider of mobile scanning solutions with proprietary high-productivity simultaneous localization and mapping (SLAM) software. We believe this acquisition enables the Company to provide mobile scanning solutions using SLAM software to create 3D models for use in Digital Twin applications. We believe these newly acquired capture technologies integrate into our 4D digital reality-based SaaS offering that will allow customers to access multiple 4D data sources for visualization and analysis through a single user experience. We acquired all voting equity interests of GeoSLAM held by the previous owners. The results of GeoSLAM’s operations as of and after the date of acquisition have been included in our condensed consolidated financial statements as of and for the period ended September 30, 2022. The total purchase price included $29 million of cash paid, net of cash acquired and a non-cash payment of 495,562 shares of FARO stock valued at $15.9 million that is subject to customary lock-up provisions for a total purchase price of $44.9 million.

The acquisition of GeoSLAM constitutes a business combination as defined by ASC Topic 805, Business Combinations. Accordingly, the assets acquired and liabilities assumed were recorded at their fair values on the date of acquisition. The purchase price allocations below represent our preliminary determination of the fair value of the assets acquired and liabilities assumed for the acquisitions.

Following is a preliminary summary of our allocations of the purchase price to the fair values of the assets acquired and liabilities assumed as of the date of the acquisition:


	Fair Value (Preliminary)
Tangible assets acquired:
Accounts receivable	2,452
Inventory	6,576
Property, plant and equipment, net	270
Other assets	505
Total assets acquired	9,803

Liabilities assumed:
Accounts payable and accrued liabilities	(2,187)
Deferred revenue	(1,282)
Other current liabilities	(289)
Total liabilities assumed	(3,758)

Intangible assets	18,610
Net assets acquired	24,655

Deferred income tax liability	4,472
Goodwill	24,763
Purchase price paid, net of cash acquired	$	44,946

The goodwill arising from the acquisition consists largely of the expected synergies from combining operations as well as the value of the workforce. This goodwill is not tax deductible. Acquisition and integration costs are not included as components of consideration transferred, but are recorded as expense in the period in which such costs are incurred. As of September 30, 2022, we have incurred $2.4 million of acquisition or integration costs for the GeoSLAM acquisition. Accounts receivable acquired represent a gross contractual amount of $2.6 million of which we expect to collect $2.5 million. We believe that the fair value of these receivables approximates the net book value given their short term nature. Pro forma financial results for GeoSLAM have not been presented because the effects of these transactions, individually and in the aggregate, were not material to our condensed consolidated financial results.

Following are the details of the preliminary purchase price allocated to the intangible assets acquired for the GeoSLAM acquisition:


	Amount		Weighted Average Life (Years)
Brand	$	466	3
Technology	3,828		5
Customer relationships	14,316		15
Fair value of intangible assets acquired	$	18,610	13

Revenues

9 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

REVENUES

The following tables present our revenues by sales type as presented in our condensed consolidated statements of operations disaggregated by the timing of transfer of goods or services:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2022		2021		2022		2021
Product sales
Product transferred to customers at a point in time	$	60,090	$	53,536	$	165,750	$	161,080
Product transferred to customers over time	5,491		4,302		16,265		11,668
Total product sales	$	65,581	$	57,838	$	182,015	$	172,748


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2022		2021		2022		2021
Service sales
Service transferred to customers at a point in time	$	8,651	$	9,332	$	25,973	$	28,931
Service transferred to customers over time	11,100		11,999		33,918		35,931
Total service sales	$	19,751	$	21,331	$	59,891	$	64,862

The following table presents our revenues disaggregated by geography, based on the billing addresses of our customers:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2022		2021		2022		2021
Total sales to external customers
Americas (1)	$	38,732	$	33,944	$	110,077	$	100,195
EMEA (1)	22,802		23,387		66,494		75,315
APAC (1)	23,798		21,838		65,335		62,100
	$	85,332	$	79,169	$	241,906	$	237,610

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

For revenue related to our measurement and imaging equipment and related software, we allocate the contract price to performance obligations based on our best estimate of the standalone selling price. We make this allocation estimate utilizing data from the sale of our applicable products and services to customers separately in similar circumstances. Revenue related to our measurement and imaging equipment and related software is generally recognized upon shipment from our facilities or when delivered to the customer location, as determined by the agreed upon shipping terms, at which time we are entitled to payment and title and control has passed to the customer. Software arrangements generally include short-term maintenance that is considered post-contract support (“PCS”), which is considered to be product transferred to the customer over time and a separate performance obligation. We generally establish a standalone sales price for this PCS component based on our maintenance renewal rate. Maintenance renewals are recognized on a straight-line basis over the term of the maintenance agreement. Payments for products and services are collected within a short period of time following transfer of control or commencement of delivery of services, as applicable.

Further, customers frequently purchase extended hardware service contracts with the purchase of measurement equipment and related software. Hardware service contracts are considered a performance obligation when services are transferred to a customer over time, and, as such, we recognize revenue on a straight-line basis over the contractual term. Hardware service contracts include contract periods that extend between one month to three years.

We capitalize commission expenses related to deliverables transferred to a customer over time and amortize such costs ratably over the term of the contract. As of September 30, 2022, the deferred cost asset related to deferred commissions was approximately $3.1 million. For classification purposes, $2.1 million and $1.0 million are comprised within the Prepaid expenses and other current assets and Other long-term assets, respectively, on our condensed consolidated balance sheet as of September 30, 2022. As of December 31, 2021, the deferred cost asset related to deferred commissions was approximately $3.5 million. For classification purposes, $2.3 million and $1.2 million were comprised within the Prepaid expenses and other current assets and Other long-term assets, respectively, on our condensed consolidated balance sheet as of December 31, 2021.

The unearned service revenue liabilities reported on our condensed consolidated balance sheets reflect the contract liabilities to satisfy the remaining performance obligations for extended warranties, subscription-based software and software maintenance. The current portion of unearned service revenues on our condensed consolidated balance sheets is what we expect to recognize as revenue within twelve months after the applicable balance sheet date relating to extended warranties, subscription-based software and software maintenance contract liabilities. The unearned service revenues less the current portion on our condensed consolidated balance sheets is what we expect to recognize as revenue extending beyond twelve months after the applicable balance sheet date relating to extended warranties, subscription-based software and software maintenance contract liabilities. Customer deposits on our condensed consolidated balance sheets represent customer prepayments on contracts for performance obligations that we must satisfy in the future to recognize the related contract revenue. These amounts are generally related to performance obligations which are delivered in less than 12 months. During the three and nine months ended September 30, 2022, we recognized $8.7 million and $29.1 million of revenue that was deferred on our condensed consolidated balance sheet as of December 31, 2021. During the three and nine months ended September 30, 2021, we recognized $7.6 million and $29.2 million of revenue that was deferred on our condensed consolidated balance sheet as of December 31, 2020.

The nature of certain of our contracts gives rise to variable consideration, primarily related to an allowance for sales returns. We are required to estimate the contract asset related to sales returns and record a corresponding adjustment to Cost of Sales. Our allowance for sales returns for September 30, 2022 and September 30, 2021 was approximately $0.2 million, and $0.1 million, respectively.

Shipping and handling fees billed to customers in a sales transaction are recorded in Product Sales and shipping and handling costs incurred are recorded in Cost of Sales. We exclude from Sales any value-added sales and other taxes that we collect concurrently with revenue-producing activities.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Accrued Liabilities (Tables)

9 Months Ended

Sep. 30, 2022

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities

Accrued liabilities consist of the following:


	As of September 30, 2022		As of December 31, 2021
Accrued compensation and benefits	$	15,310	$	15,723
Accrued restructuring costs	520		3,919
Accrued warranties	2,192		1,880
Professional and legal fees	1,386		2,053
Taxes other than income	194		3,674
Other accrued liabilities	3,279		959
Total accrued liabilities	$	22,881	$	28,208

Schedule of Activity Related to Accrued Warranties

Activity related to accrued warranties was as follows:


	Nine Months Ended
	September 30, 2022		September 30, 2021
Balance, beginning of period	$	1,880	$	1,683
Provision for warranty expense	2,548		1,941
Fulfillment of warranty obligations	(2,236)		(1,951)
Balance, end of period	$	2,192	$	1,673