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Published: 2023-08-02 16:12:42 ET
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EX-99.1 2 faro-63023prex991.htm EX-99.1 Document

Exhibit 99.1
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FARO Announces Second Quarter Financial Results
Revenue of $88.2 million, up 10% year over year, exceeded expectations
Implemented cost reduction activities to realize targeted expense levels in third quarter
Significant improvement in cash flow results in positive second quarter Free Cash Flow

LAKE MARY, FL, August 2, 2023 - FARO® Technologies, Inc. (Nasdaq: FARO), a global leader in 4D digital reality solutions, today announced its financial results for the second quarter ended June 30, 2023.
“Second quarter revenue of $88.2 million, increased 10% year over year or 6% excluding the impact of prior year acquisitions, exceeded our expectations and was enabled by improved shipments of Quantum Max Arms and Vantage Laser Trackers,” said Yuval Wasserman, Executive Chairman. “Further, we were able to execute our cost reduction activities one quarter ahead of plan and now expect to realize our lower cost base in the third quarter. We remain focused on the execution of our hardware and software enabled strategy of providing 4D digital reality solutions to our customers in the large and growing 3D Metrology, AECO and Public Safety Analytics end markets.”
Second Quarter 2023 Financial Summary
Total sales of $88.2 million, up 10% year over year or 6% excluding the impact of prior year acquisitions
Software sales of $10.8 million, up 2% compared to the prior year period
Recurring revenue of $16.4 million, down 4% year on year
Gross margin of 37.8%, compared to 50.6% in the prior year period with the reduction primarily as a result of inventory write-offs that resulted from a sharper focus on core hardware products and material cost increases
Non-GAAP gross margin of 48.0%, compared to 51.0% in the prior year period
Operating expenses of $58.7 million, compared to $49.4 million in the prior year period with the increase primarily a result of $8.8 million in restructuring and other one-time charges
Non-GAAP operating expenses of $44.1 million, compared to $43.2 million in the prior year period
Net loss of $28.2 million, or $(1.49) per share compared to net loss of $8.6 million, or $(0.47) per share in the prior year period
Non-GAAP net loss of $2.6 million, or $(0.14) per share compared to non-GAAP net loss of $0.6 million, or $(0.03) per share in the prior year period



Adjusted EBITDA of $0.9 million, or 1.0% of total sales compared to an approximate $0.5 million, or 0.6% of total sales in the prior year period
Cash and short-term investments of $88.5 million, compared to $88.6 million as of March 31, 2023
* 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 Third Quarter 2023

For the third quarter ending September 30, 2023, FARO currently expects:
Revenue in the range of $76 to $84 million
Gross margin in the range of 45% to 47%. Non-GAAP gross margin in the range of 46% to 48%
Operating expenses in the range of $50.9 to $53.4 million. Non-GAAP operating expenses in the range of $41.0 to $42.5 million
Net loss per share in the range of ($1.25) to ($0.71). Non-GAAP net loss per share in the range of ($0.35) to ($0.10)
Conference Call
The Company will host a conference call to discuss these results on Wednesday, August 2, 2023, at 5:00 p.m. ET. Interested parties can access the conference call by dialing (800) 245-3047 (U.S.) or +1 (203) 518-9765 (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 loss and non-GAAP net loss per share, exclude the impact of purchase accounting intangible amortization expense and fair value adjustments, stock-based compensation, inventory reserve charge, 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 EBITDA, which is calculated as net loss before interest (income) expense, net, income tax expense and depreciation and amortization, and Adjusted EBITDA, which is calculated as EBITDA, excluding other (income) expense, net, stock-based compensation, inventory reserve charge, and restructuring and other charges, as measures of our operating profitability. The most directly comparable GAAP measure to EBITDA and Adjusted EBITDA is net loss.
Free Cash Flow represents cash from operating activities less capital spending. Adjusted Free Cash Flow represents free cash flow further adjusted to exclude restructuring cash payments.
Management believes that these non-GAAP financial measures provide investors with relevant period-to-period comparisons of our core operations using the same methodology that management employs in its review of the Company’s operating results. These financial measures are not recognized terms under GAAP and should not be considered in isolation or as a substitute for a measure of financial performance prepared in accordance with GAAP.
These non-GAAP financial measures have limitations that should be considered before using these measures to evaluate a 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 third 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
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

 
 Three Months EndedSix Months Ended
(in thousands, except share and per share data)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Sales
Product$67,603 $59,702 $132,843 $116,432 
Service20,608 20,215 40,335 40,141 
Total sales88,211 79,917 173,178 156,573 
Cost of sales
Product44,094 28,169 78,051 52,504 
Service10,794 11,311 22,088 22,607 
Total cost of sales54,888 39,480 100,139 75,111 
Gross profit33,323 40,437 73,039 81,462 
Operating expenses
Selling, general and administrative38,561 36,018 79,937 71,508 
Research and development11,662 12,042 24,380 24,170 
Restructuring costs8,450 1,333 12,688 1,932 
Total operating expenses58,673 49,393 117,005 97,610 
Loss from operations(25,350)(8,956)(43,966)(16,148)
Other (income) expense
Interest expense (income)1,003 (12)1,838 (4)
Other expense (income), net476 (1,636)256 (1,649)
Loss before income tax(26,829)(7,308)(46,060)(14,495)
Income tax expense 1,416 1,266 3,349 3,766 
Net loss$(28,245)$(8,574)$(49,409)$(18,261)
Net loss per share - Basic$(1.49)$(0.47)$(2.62)$(1.00)
Net loss per share - Diluted$(1.49)$(0.47)$(2.62)$(1.00)
Weighted average shares - Basic18,920,675 18,266,747 18,871,007 18,267,783 
Weighted average shares - Diluted18,920,675 18,266,747 18,871,007 18,267,783 




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

(in thousands, except share and per share data)June 30,
2023
December 31,
2022
ASSETS
Current assets:
Cash and cash equivalents$68,228 $37,812 
Short-term investments20,240 — 
Accounts receivable, net88,293 90,326 
Inventories, net41,560 50,026 
Prepaid expenses and other current assets38,551 41,201 
Total current assets256,872 219,365 
Non-current assets:
Property, plant and equipment, net23,247 19,720 
Operating lease right-of-use assets13,315 18,989 
Goodwill108,883 107,155 
Intangible assets, net48,643 48,978 
Service and sales demonstration inventory, net23,063 30,904 
Deferred income tax assets, net24,221 24,192 
Other long-term assets4,039 4,044 
Total assets$502,283 $473,347 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable$21,241 $27,286 
Accrued liabilities29,979 23,345 
Income taxes payable10,056 6,767 
Current portion of unearned service revenues35,767 36,407 
Customer deposits5,584 6,725 
Lease liabilities5,140 5,709 
Total current liabilities107,767 106,239 
Loan - 5.50% Convertible Senior Notes72,491 — 
Unearned service revenues - less current portion21,017 20,947 
Lease liabilities - less current portion12,463 14,649 
Deferred income tax liabilities11,928 11,708 
Income taxes payable - less current portion5,292 8,706 
Other long-term liabilities39 49 
Total liabilities230,997 162,298 
Commitments and contingencies
Shareholders’ equity:
Common stock - par value $0.001, 50,000,000 shares authorized; 20,321,490 and 20,156,233 issued, respectively; 18,946,798 and 18,780,013 outstanding, respectively20 20 
Additional paid-in capital336,534 328,227 
Retained earnings(2,621)46,788 
Accumulated other comprehensive loss(31,992)(33,331)
Common stock in treasury, at cost - 1,374,692 and 1,376,220 shares held, respectively(30,655)(30,655)
Total shareholders’ equity271,286 311,049 
Total liabilities and shareholders’ equity$502,283 $473,347 



FARO TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
 Six Months Ended June 30,
(in thousands)20232022
Cash flows from:
Operating activities:
Net loss$(49,409)$(18,261)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization7,925 6,655 
Stock-based compensation8,584 6,358 
Inventory write-downs8,132 — 
Asset impairment charges4,571 — 
Deferred income tax expense (benefit) and other non-cash charges(41)80 
Provision for excess and obsolete inventory1,033 82 
Amortization of debt discount and issuance costs181 — 
Loss on disposal of assets130 
Provisions for bad debts, net of recoveries408 (48)
Change in operating assets and liabilities:
Decrease (Increase) in:
Accounts receivable3,280 5,102 
Inventories1,587 4,311 
Prepaid expenses and other current assets3,105 (6,101)
(Decrease) Increase in:
Accounts payable and accrued liabilities(277)(2,398)
Income taxes payable(263)1,007 
Customer deposits(1,210)1,769 
Unearned service revenues(750)(1,822)
Other liabilities(193)— 
Net cash used in operating activities(13,207)(3,260)
Investing activities:
Purchases of property and equipment(4,312)(3,481)
Purchases of short-term investments(20,024)— 
Cash paid for technology development, patents and licenses(3,616)(5,548)
Net cash used in investing activities(27,952)(9,029)
Financing activities:
Payments on finance leases(105)(116)
Payments for taxes related to net share settlement of equity awards(277)(1,165)
Proceeds from issuance of 5.50% Convertible Senior Notes, due 2028, net of discount, issuance cost and accrued interest72,310 — 
Net cash provided by (used in) financing activities71,928 (1,281)
Effect of exchange rate changes on cash and cash equivalents(353)(6,450)
Increase (Decrease) in cash and cash equivalents30,416 (20,020)
Cash and cash equivalents, beginning of period37,812 121,989 
Cash and cash equivalents, end of period$68,228 $101,969 




FARO TECHNOLOGIES, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP
(UNAUDITED)
Three Months Ended June 30,Six Months Ended June 30,
(dollars in thousands, except per share data)2023202220232022
Gross profit, as reported$33,323 $40,437 $73,039 $81,462 
Stock-based compensation (1)
419 284 691 483 
Inventory reserve charge (3)
8,132 — 8,132 — 
Restructuring and other costs (2)
435 — 870 — 
Non-GAAP adjustments to gross profit8,986 284 9,693 483 
Non-GAAP gross profit$42,309 $40,721 $82,732 $81,945 
Gross margin, as reported37.8 %50.6 %42.2 %52.0 %
Non-GAAP gross margin48.0 %51.0 %47.8 %52.3 %
Selling, general and administrative, as reported$38,561 $36,018 $79,937 $71,508 
Stock-based compensation (1)
(3,554)(2,512)(6,122)(4,733)
Purchase accounting intangible amortization(688)(181)(1,361)(382)
Non-GAAP selling, general and administrative$34,319 $33,325 $72,454 $66,393 
Research and development, as reported$11,662 $12,042 $24,380 $24,170 
Stock-based compensation (1)
(977)(695)(1,771)(1,142)
Purchase accounting intangible amortization(541)(490)(1,040)(1,035)
Non-GAAP research and development$10,144 $10,857 $21,569 $21,993 
Operating expenses, as reported$58,673 $49,393 $117,005 $97,610 
Stock-based compensation (1)
(4,531)(3,207)(7,893)(5,875)
Restructuring and other costs (2)
(8,809)(2,317)(13,842)(2,916)
Purchase accounting intangible amortization(1,229)(671)(2,401)(1,417)
Non-GAAP adjustments to operating expenses(14,569)(6,195)(24,136)(10,208)
Non-GAAP operating expenses$44,104 $43,198 $92,869 $87,402 
Loss from operations, as reported$(25,350)$(8,956)$(43,966)$(16,148)
Non-GAAP adjustments to gross profit8,986 284 9,693 483 
Non-GAAP adjustments to operating expenses14,569 6,195 24,136 10,208 
Non-GAAP loss from operations$(1,795)$(2,477)$(10,137)$(5,457)
Net loss, as reported$(28,245)$(8,574)$(49,409)$(18,261)
Non-GAAP adjustments to gross profit8,986 284 9,693 483 
Non-GAAP adjustments to operating expenses14,569 6,195 24,136 10,208 
Income tax effect of non-GAAP adjustments(5,888)(1,775)(8,457)(2,742)
Other tax adjustments (4)
7,959 3,246 14,342 7,183 
Non-GAAP net loss$(2,619)$(624)$(9,695)$(3,129)
Net loss per share - Diluted, as reported$(1.49)$(0.47)$(2.62)$(1.00)
Stock-based compensation (1)
0.26 0.19 0.46 0.35 
Restructuring and other costs (2)
0.49 0.13 0.78 0.16 
Inventory reserve charge (3)
0.43 — 0.43 — 
Purchase accounting intangible amortization0.06 0.04 0.13 0.08 
Income tax effect of non-GAAP adjustments(0.31)(0.10)(0.45)(0.15)
Other tax adjustments (4)
0.42 0.18 0.76 0.39 
Non-GAAP net loss per share - Diluted$(0.14)$(0.03)$(0.51)$(0.17)




(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) During the second quarter of 2023, we recorded a charge of $8.1 million, increasing our reserve for excess and obsolete inventory, based on our analysis of our inventory reserves in connection with our strategy to simplify our product portfolio and cease selling certain products.

(4) 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 June 30,Six Months Ended June 30,
(in thousands)2023202220232022
Net loss$(28,245)$(8,574)$(49,409)$(18,261)
Interest (income) expense, net
1,003 (12)1,838 (4)
Income tax expense
1,416 1,266 3,349 3,766 
Depreciation and amortization
3,947 3,643 7,925 6,655 
EBITDA(21,879)(3,677)(36,297)(7,844)
Other (income) expense, net476 (1,636)256 (1,649)
Stock-based compensation4,950 3,491 8,584 6,358 
Inventory reserve charge (3)
8,132 — 8,132 — 
Restructuring and other costs (1)
9,244 2,317 14,712 2,916 
Adjusted EBITDA$923 $495 $(4,613)$(219)
Adjusted EBITDA margin (2)
1.0 %0.6 %(2.7)%(0.1)%

(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.

(3) During the second quarter of 2023, we recorded a charge of $8.1 million, increasing our reserve for excess and obsolete inventory, based on our analysis of our inventory reserves in connection with our strategy to simplify our product portfolio and cease selling certain products.





FARO TECHNOLOGIES, INC. AND SUBSIDIARIES
KEY SALES MEASURES
(UNAUDITED)
 Three Months Ended June 30,Six Months Ended June 30,
(in thousands)2023202220232022
Total sales to external customers as reported
Americas (1)
$41,358 $34,667 $83,701 $71,344 
EMEA (1)
24,855 21,555 49,020 43,691 
APAC (1)
21,998 23,695 40,457 41,538 
$88,211 $79,917 $173,178 $156,573 
Three Months Ended June 30,Six Months Ended June 30,
(in thousands)2023202220232022
Total sales to external customers in constant currency (2)
Americas (1)
$40,973 $34,752 $83,211 $71,241 
EMEA (1)
23,944 21,159 47,633 41,848 
APAC (1)
22,688 23,188 41,232 39,812 
$87,605 $79,099 $172,076 $152,901 

(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.


 Three Months Ended June 30,Six Months Ended June 30,
(in thousands)2023202220232022
Hardware$56,816 $49,174 $111,778 $95,626 
Software10,786 10,528 21,065 20,806 
Service20,609 20,215 40,335 40,141 
Total Sales$88,211 $79,917 $173,178 $156,573 
Hardware as a percentage of total sales64.4 %61.5 %64.5 %61.1 %
Software as a percentage of total sales12.2 %13.2 %12.2 %13.3 %
Service as a percentage of total sales23.4 %25.3 %23.3 %25.6 %
Total Recurring Revenue (3)
$16,396 $17,119 $33,081 $33,592 
Recurring revenue as a percentage of total sales18.6 %21.4 %19.1 %21.5 %

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



FARO TECHNOLOGIES, INC. AND SUBSIDIARIES
FREE CASH FLOW RECONCILIATION
(UNAUDITED)

Three Months Ended June 30,Six Months Ended June 30,
(in thousands)2023202220232022
Net cash used in operating activities$5,137 $3,777 $(13,207)$(3,260)
Purchases of property and equipment(2,624)(1,039)(4,312)(3,481)
Cash paid for technology development, patents and licenses(1,796)(2,936)(3,616)(5,548)
Free Cash Flow717 (198)(21,135)(12,289)
Restructuring cash payments3,192 2,161 3,988 2,835 
Adjusted Free Cash Flow$3,909 $1,963 $(17,147)$(9,454)






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

Fiscal Quarter Ending 9/30/2023
LowHigh
GAAP diluted loss per share range$(1.25)$(0.71)
Stock-based compensation0.290.29
Purchase accounting intangible amortization0.070.07
Restructuring and other costs0.340.13
Non-GAAP tax adjustments0.200.12
Non-GAAP diluted loss per share$(0.35)$(0.10)