faro-20230503
0000917491false00009174912023-05-032023-05-03

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): May 3, 2023
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.
o 



Item 2.02. Results of Operations and Financial Condition.
On May 3, 2023, FARO Technologies, Inc. (the “Company”) issued a press release announcing its results of operations for the fourth fiscal quarter and year ended March 31, 2023. 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 May 3, 2023, 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.
    
  May 3, 2023  /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/d3cc29ab10dd53ef71ce8b4c8b67c422-imagejpga.jpg
FARO Announces First Quarter Financial Results

LAKE MARY, FL, May 3, 2023 - FARO® Technologies, Inc. (Nasdaq: FARO), a global leader in 4D digital reality solutions, today announced its financial results for the first quarter ended March 31, 2023.
“First quarter revenue remained strong at $85.0 million, growing 11% year-on-year, driven primarily by shipments of our new Focus Premium Laser Scanner,” said Michael Burger, President and Chief Executive Officer. “After experiencing delays in customer purchase decisions late in the first quarter due to a softening macroeconomic environment, we are implementing additional annualized cost saving initiatives in the range of $10 million to $20 million, to offset both the expected revenue impact and continued near-term inflationary pressures. Looking ahead, we continue to believe the combination of investments in our latest product innovations and the integration of recent acquisitions positions us well to capture the significant market opportunity inherent in digitalizing the physical world.”

First Quarter 2023 Financial Summary
Total sales of $85.0 million, up 11% compared to the prior year period
Software sales of $10.3 million or 12% of revenue, approximately flat with the prior year period due to the conversion of license revenue to subscription
Recurring revenue of $16.7 million or 20% of revenue, down from 22% in the prior year period due to the strength in hardware sales
Gross margin of 46.7%, compared to 53.5% in the prior year period with the reduction primarily as a result of material cost increases
Non-GAAP gross margin of 47.6%, compared to 53.8% in the prior year period
Operating expenses of $58.3 million, compared to $48.2 million in the prior year period which includes approximately $2.7 million in one-time expenses associated with a first quarter global sales conference
Non-GAAP operating expenses of $48.8 million, compared to $44.2 million in the prior year period
Net loss of $21.2 million, or ($1.12) per share compared to net loss of $9.7 million, or ($0.53) per share in the prior year period
Non-GAAP net loss of $7.1 million, or ($0.38) per share compared to non-GAAP net loss of $2.5 million, or ($0.14) per share in the prior year period



Adjusted EBITDA of ($5.5) million, or 6.5% of total sales compared to an approximate ($0.7) million, or 0.9% of total sales in the prior year period
Cash and short-term investments of $88.6 million, compared to $37.8 million as of December 31, 2022
* 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”.

Outlook for the Second Quarter 2023

For the second quarter ending June 30, 2023, FARO currently expects:
Revenue in the range of $79 to $87 million
Gross margin in the range of 44% to 47%. Non-GAAP gross margin in the range of 45% to 48%.
Operating expenses in the range of $58.0 to $67.0 million. Non-GAAP operating expenses in the range of $45.0 to $46.5 million
Net income (loss) per share in the range of ($1.80) to ($1.13). Non-GAAP net income (loss) per share in the range of ($0.47) to ($0.22).
Conference Call
The Company will host a conference call to discuss these results on Wednesday, May 3, 2023, at 5:00 p.m. ET. Interested parties can access the conference call by dialing (800) 267-6316 (U.S.) or +1 (203) 518-9783 (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/en/About-Us/Investor-Relations/Financial-Events-and-Presentations
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 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 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 margin, non-GAAP operating expenses, non-GAAP net income (loss) and non-GAAP net income (loss) per share, exclude the impact of purchase accounting intangible amortization expense and fair value adjustments, stock-based



compensation, restructuring and other 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 income (loss), excluding other (income) expense, net, stock-based compensation, and restructuring and other charges, as measures of our operating profitability. The most directly comparable GAAP measure to Adjusted EBITDA is net loss.
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 Companys 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 companys 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 the outlook for the second quarter of 2023, demand for and customer acceptance of FAROs products, FAROs product acquisitions, development and product launches, and FARO's growth, investment, strategic and restructuring plans and initiatives, including but not limited to the timing and amount of cost savings and other benefits expected to be realized from our strategic initiatives. 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,” "intend," “continue,” "believe," "expect," "may," "could" or "should," and similar expressions or discussions of FAROs 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 outcome of the U.S. Government's review of, or investigation into, the GSA Matter;
any resulting penalties, damages, or sanctions imposed on the Company and the outcome of any resulting litigation to which the Company may become a party;
loss of future government sales;
potential impacts on customer and supplier relationships and the Company's reputation;
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 general economic and financial market conditions, including in response to public health concerns;
assumptions regarding the Company’s financial condition or future financial performance may be incorrect;
the impact of fluctuations in foreign exchange rates and inflation rates; and
other risks and uncertainties discussed in Part I, Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on February 15, 2023, as supplemented by the Company’s Quarterly Reports on Form 10-Q, and in other SEC filings.

Forward-looking statements in this release represent the Companys 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
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

 
 Three Months Ended
(in thousands, except share and per share data)March 31, 2023March 31, 2022
Sales
Product$65,240 $56,730 
Service19,727 19,926 
Total sales84,967 76,656 
Cost of sales
Product33,957 24,333 
Service11,294 11,297 
Total cost of sales45,251 35,630 
Gross profit39,716 41,026 
Operating expenses
Selling, general and administrative41,376 35,490 
Research and development12,718 12,128 
Restructuring costs4,238 600 
Total operating expenses58,332 48,218 
Loss from operations(18,616)(7,192)
Other (income) expense
Interest expense835 
Other income, net(220)(13)
Loss before income tax expense(19,231)(7,187)
Income tax expense 1,933 2,500 
Net loss$(21,164)$(9,687)
Net loss per share - Basic$(1.12)$(0.53)
Net loss per share - Diluted$(1.12)$(0.53)
Weighted average shares - Basic18,816,110 18,240,299 
Weighted average shares - Diluted18,816,110 18,240,299 




FARO TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

(in thousands, except share and per share data)March 31,
2023
December 31,
2022
ASSETS
Current assets:
Cash and cash equivalents$68,564 $37,812 
Short-term investments20,024 — 
Accounts receivable, net90,238 90,326 
Inventories, net50,886 50,026 
Prepaid expenses and other current assets45,830 41,201 
Total current assets275,542 219,365 
Non-current assets:
Property, plant and equipment, net19,505 19,720 
Operating lease right-of-use assets17,605 18,989 
Goodwill108,051 107,155 
Intangible assets, net48,793 48,978 
Service and sales demonstration inventory, net30,917 30,904 
Deferred income tax assets, net24,271 24,192 
Other long-term assets4,044 4,044 
Total assets$528,728 $473,347 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable$22,888 $27,286 
Accrued liabilities26,180 23,345 
Income taxes payable7,282 6,767 
Current portion of unearned service revenues36,792 36,407 
Customer deposits6,389 6,725 
Lease liabilities5,479 5,709 
Total current liabilities105,010 106,239 
Loan - 5.50% convertible Senior Notes72,379 — 
Unearned service revenues - less current portion21,101 20,947 
Lease liabilities - less current portion13,287 14,649 
Deferred income tax liabilities11,897 11,708 
Income taxes payable - less current portion8,718 8,706 
Other long-term liabilities23 49 
Total liabilities232,415 162,298 
Common stock - par value $0.001, 50,000,000 shares authorized; 20,276,813 and 20,156,233 issued, respectively; 18,902,121 and 18,780,013 outstanding, respectively20 20 
Additional paid-in capital331,875 328,227 
Retained earnings25,624 46,788 
Accumulated other comprehensive loss(30,551)(33,331)
Common stock in treasury, at cost - 1,376,351 and 1,382,367 shares held, respectively(30,655)(30,655)
Total shareholders’ equity296,313 311,049 
Total liabilities and shareholders’ equity$528,728 $473,347 



FARO TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
 Three Months Ended
March 31,
(in thousands)20232022
Cash flows from:
Operating activities:
Net loss$(21,164)$(9,687)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization4,413 3,012 
Stock-based compensation3,634 2,867 
Provisions for bad debts, net of recoveries33 16 
Loss on disposal of assets69 112 
Provision for excess and obsolete inventory344 229 
Deferred income tax expense (benefit)562 66 
Change in operating assets and liabilities:
Decrease (Increase) in:
Accounts receivable2,378 1,449 
Inventories(1,530)(2,065)
Prepaid expenses and other current assets(4,219)(3,313)
(Decrease) Increase in:
Accounts payable and accrued liabilities(2,450)(1,682)
Income taxes payable(102)1,261 
Customer deposits(433)492 
Unearned service revenues121 206 
Net cash used in operating activities(18,344)(7,037)
Investing activities:
Purchases of short-term investments(20,024)— 
Purchases of property and equipment(1,688)(2,442)
Cash paid for technology development, patents and licenses(1,820)(2,612)
Net cash used in investing activities(23,532)(5,054)
Financing activities:
Payments on finance leases(44)(58)
Proceeds from issuance of convertible notes, net of discount and issuance cost72,310 — 
Payments for taxes related to net share settlement of equity awards14 (916)
Net cash (used in) provided by financing activities72,280 (974)
Effect of exchange rate changes on cash and cash equivalents348 (1,732)
Increase (Decrease) in cash and cash equivalents30,752 (14,797)
Cash and cash equivalents, beginning of period37,812 121,989 
Cash and cash equivalents, end of period$68,564 $107,192 




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

Three Months Ended March 31,
(dollars in thousands, except per share data)20232022
Gross profit, as reported$39,716 $41,026 
Stock-based compensation (1)
272 199 
Restructuring and other costs (2)
435 — 
Non-GAAP adjustments to gross profit707 199 
Non-GAAP gross profit$40,423 $41,225 
Gross margin, as reported46.7 %53.5 %
Non-GAAP gross margin47.6 %53.8 %
Selling, general and administrative, as reported$41,376 $35,490 
Stock-based compensation (1)
(2,568)(2,221)
Purchase accounting intangible amortization(673)(201)
Non-GAAP selling, general and administrative$38,135 $33,068 
Research and development, as reported$12,718 $12,128 
Stock-based compensation (1)
(794)(447)
Purchase accounting intangible amortization(499)(545)
Non-GAAP research and development$11,425 $11,136 
Operating expenses, as reported$58,332 $48,218 
Stock-based compensation (1)
(3,362)(2,668)
Restructuring and other costs (2)
(5,033)600 
Purchase accounting intangible amortization(1,172)(746)
Non-GAAP adjustments to operating expenses(9,567)(2,814)
Non-GAAP operating expenses$48,765 $45,404 
Loss from operations, as reported$(18,616)$(7,192)
Non-GAAP adjustments to gross profit707 199 
Non-GAAP adjustments to operating expenses9,567 2,814 
Non-GAAP loss from operations$(8,342)$(4,179)
Net loss, as reported$(21,164)$(9,687)
Non-GAAP adjustments to gross profit707 199 
Non-GAAP adjustments to operating expenses9,567 2,814 
Income tax effect of non-GAAP adjustments(2,569)(967)
Other tax adjustments (3)
6,383 3,937 
Non-GAAP net loss$(7,076)$(3,704)
Net loss per share - Diluted, as reported$(1.12)$(0.53)
Stock-based compensation (1)
0.19 0.16 
Restructuring and other costs (2)
0.29 0.03 
Purchase accounting intangible amortization0.06 0.04 
Income tax effect of non-GAAP adjustments(0.14)(0.05)
Other tax adjustments (3)
0.34 0.21 
Non-GAAP net loss per share - Diluted$(0.38)$(0.14)




(1) 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.

(2) On February 7, 2023, our Board of Directors approved an integration plan (the "Integration Plan"), which is intended to streamline and simplify operations, particularly around our recent acquisitions and the resulting redundant operations and offerings. The Restructuring and other costs primarily consist of severance and related benefits.

(3) The other tax adjustments primarily relate to the impact of certain jurisdictions maintaining a full valuation allowance where benefit is not accrued on U.S. GAAP pre-tax book losses.







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

Three Months Ended March 31,
(in thousands)20232022
Net loss$(21,164)$(9,687)
Interest (income) expense, net
835 
Income tax expense
1,933 2,500 
Depreciation and amortization
3,978 3,012 
EBITDA(14,418)(4,167)
Other (income) expense, net(220)(13)
Stock-based compensation3,634 2,867 
Restructuring and other costs (1)
5,468 600 
Adjusted EBITDA$(5,536)$(713)
Adjusted EBITDA margin (2)
(6.5)%(0.9)%

(1) On February 7, 2023, our Board of Directors approved an integration plan (the "Integration Plan"), which is intended to streamline and simplify operations, particularly around our recent acquisitions and the resulting redundant operations and offerings. The Restructuring and other costs primarily consist of severance and related benefits.

(2) Calculated as Adjusted EBITDA as a percentage of total sales.





FARO TECHNOLOGIES, INC. AND SUBSIDIARIES
KEY SALES MEASURES
(UNAUDITED)
 For the Three Months Ended March 31,
(in thousands)20232022
Total sales to external customers as reported
Americas (1)
$42,343 $36,677 
EMEA (1)
24,165 22,136 
APAC (1)
18,459 17,843 
$84,967 $76,656 
For the Three Months Ended March 31,
(in thousands)20232022
Total sales to external customers in constant currency (2)
Americas (1)
$43,059 $36,625 
EMEA (1)
25,055 21,978 
APAC (1)
19,818 17,791 
$87,932 $76,394 

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

(2) We compare the change in the sales from one period to another period using constant currency disclosure. We present constant currency information to provide a framework for assessing how our underlying business performed excluding the effect of foreign currency rate fluctuations. To present this information, current and comparative prior period results for entities reporting in currencies other than United States dollars are converted into United States dollars at the exchange rate in effect during the last day of the prior comparable period, rather than the actual exchange rates in effect during the respective periods.


 For the Three Months Ended March 31,
(in thousands)20232022
Hardware$54,962 $46,452 
Software10,279 10,278 
Service19,727 19,926 
Total Sales$84,968 $76,656 
Hardware as a percentage of total sales64.7 %60.6 %
Software as a percentage of total sales12.1 %13.4 %
Service as a percentage of total sales23.2 %26.0 %
Total Recurring Revenue (3)
$16,685 $16,473 
Recurring revenue as a percentage of total sales19.6 %21.5 %

(3) Recurring revenue is comprised of hardware service contracts, software maintenance contracts, and subscription based software applications.




FARO TECHNOLOGIES, INC. AND SUBSIDIARIES
RECONCILIATION OF OUTLOOK - GAAP TO NON-GAAP

Fiscal quarter ending June 30, 2023
LowHigh
GAAP diluted loss per share range$(1.80)$(1.13)
Stock-based compensation0.300.30
Purchase accounting intangible amortization0.070.07
Restructuring and other costs0.750.39
Non-GAAP tax adjustments0.210.15
Non-GAAP diluted loss per share$(0.47)$(0.22)