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United States securities and exchange commission logo
April 5, 2024
Matthew Horwath
SVP & Chief Financial Officer
FARO TECHNOLOGIES INC
125 Technology Park
Lake Mary, Florida 32746
Re: FARO TECHNOLOGIES
INC
10-K filed February
28, 2024
Filed February 28,
2024
8-K Filed February
27, 2024
File No. 000-23081
Dear Matthew Horwath:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 8-K Filed February 27, 2024
Exhibit 99.1
1. We note that several of
your non-GAAP performance measures include an adjustment of
$9.3 million for an
inventory reserve charge. With reference to Note 19 to the fiscal year
2023 financial
statements, we note that this charge is for inventory and related purchase
commitments after
evaluating your product portfolio in connection with the Integration
Plan. With reference to
ASC 420-10-S99-3, please tell us your consideration of the
guidance in Question
100.01 the Compliance and Disclosure Interpretations for Non-
GAAP Financial
Measures.
2. We note for non-GAAP
net loss and non-GAAP net loss per share diluted for fiscal year
2023 that you have
included a $16 million adjustment for other tax adjustments. Please
provide us with a more
comprehensive explanation of the components of this adjustment
with a view toward
providing better disclosure for the adjustment and how those
Matthew Horwath
FARO TECHNOLOGIES INC
April 5, 2024
Page 2
adjustments comply with the guidance in Question 102.11 the Compliance
and Disclosure
Interpretations for Non-GAAP Financial Measures.
3. We note that you included fair value adjustments as part of your
calculation of EBITDA
for fiscal year 2022. Please tell us what the fair value adjustment is
for and how you
concluded this type of adjustment is within the definition of EBITDA.
Refer to Question
103.01 the Compliance and Disclosure Interpretations for Non-GAAP
Financial
Measures.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Please contact Tracey Houser at 202-551-3736 or Nudrat Salik at
202-551-3692 with any
questions.
Sincerely,
FirstName LastNameMatthew Horwath
Division of
Corporation Finance
Comapany NameFARO TECHNOLOGIES INC
Office of
Industrial Applications and
April 5, 2024 Page 2 Services
FirstName LastName