FARO Reports Second Quarter 2019 Financial Results
LAKE MARY, Fla., July 24, 2019 /PRNewswire/ -- FARO(®) (NASDAQ: FARO), the world's most trusted source for 3D measurement and imaging solutions for 3D manufacturing, construction BIM, 3D design, public safety forensics, and photonics applications, today announced its financial results for the second quarter ended June 30, 2019.
"I'm excited to have joined FARO in mid-June and to lead the company through its next phase of evolution," stated Michael Burger, President and Chief Executive Officer. "I am very encouraged by our company's technological, manufacturing, and organizational strengths and FARO's potential for growth. Looking forward, we will be developing a strategy to leverage our capabilities to deliver long-term shareholder value."
Second Quarter 2019 Financial Summary
Total sales were $93.5 million for second quarter 2019, as compared with $98.2 million for second quarter 2018, which included the unfavorable impacts of $5.8 million from the GSA sales adjustment described below and $2.5 million from changes in foreign exchange rates. Excluding the impact of the GSA sales adjustment, non-GAAP* total sales were $99.3 million for second quarter 2019, up 1.1% as compared with $98.2 million for second quarter 2018. We grew our service revenue year-over-year by 13.2% in second quarter 2019, driven by the growth of our installed base and our focused after-market sales initiatives. Our product sales for second quarter 2019 decreased year-over-year primarily due to the GSA sales adjustment, the impact of changes in foreign exchange rates, and a decrease in unit sales within our 3D manufacturing segment, especially in our Asia-Pacific region. New order bookings were $106.1 million for second quarter 2019, down 0.4% as compared with $106.5 million for second quarter 2018.
As previously disclosed, 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 "Contracts") since 2002. On February 14, 2019, we reported to the GSA and its Office of Inspector General that our preliminary internal review determined that we may have overcharged the Government under the Contracts (the "GSA Matter"). In fourth quarter 2018, we reduced our total sales by $4.8 million and recorded $0.5 million of imputed interest in other expense related to the GSA Matter based on our preliminary internal review at that time. We also retained outside legal counsel and forensic accountants to conduct a comprehensive review of our pricing and other practices under the Contracts (the "Review"). On July 15, 2019, we submitted a report to the GSA and its Office of Inspector General setting forth the findings of the Review, which reflected an estimated aggregate overcharge of $10.6 million and imputed interest of $1.0 million under the Contracts. Based on the results of the Review, we reduced our total sales for second quarter 2019 by an incremental $5.8 million (the "GSA sales adjustment") and recorded an incremental $0.4 million of imputed interest in other expense.
Gross margin was 56.0% for second quarter 2019, as compared with 58.7% for the same prior year period, reflecting a strong increase in service margin, which was more than offset by the impact of the GSA sales adjustment. Non-GAAP* gross margin was 58.5% for second quarter 2019.
Operating loss was $4.9 million for second quarter 2019, as compared with operating income of $1.9 million for second quarter 2018, primarily reflecting the GSA sales adjustment and incremental general and administrative expenses of $1.5 million related to our Chief Executive Officer succession and $0.7 million related to advisory fees incurred during second quarter 2019 in connection with the GSA Matter. Non-GAAP* operating income was $3.1 million for second quarter 2019.
Other expense was $1.9 million for second quarter 2019, as compared with $0.4 million for the second quarter last year, driven by a $1.5 million impairment charge related to our strategic investment in an early stage software company, and $0.4 million of imputed interest recorded in the quarter related to the GSA Matter.
We reported a net loss of $6.4 million, or $0.37 per share, for second quarter 2019, as compared to net income of $1.2 million, or $0.07 per share, for second quarter 2018. Our non-GAAP* net income was $2.5 million, or $0.14 per share, for second quarter 2019.
We generated $11.9 million in cash flow from operations for second quarter 2019 and remained debt-free, with cash and short-term investments totaling $145.4 million.
*A reconciliation of GAAP to non-GAAP financial measures, and an explanation of these measures, is provided in the financial tables at the end of this press release and on our website. An additional explanation of these measures is included below under the heading "Non-GAAP Financial Measures".
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties, such as statements about demand for and customer acceptance of FARO's products, FARO's product development and product launches, FARO's growth, strategic and continuous improvement initiatives and FARO's growth potential. Statements that are not historical facts or that describe the Company's plans, objectives, projections, expectations, assumptions, strategies, or goals are forward-looking statements. In addition, words such as "is," "will" and similar expressions or discussions of FARO's plans or other intentions identify forward-looking statements. Forward-looking statements are not guarantees of future performance and are subject to various known and unknown risks, uncertainties, and other factors that may cause actual results, performances, or achievements to differ materially from future results, performances, or achievements expressed or implied by such forward-looking statements. Consequently, undue reliance should not be placed on these forward-looking statements.
Factors that could cause actual results to differ materially from what is expressed or forecasted in such forward-looking statements include, but are not limited to:
-- the 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; and
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 impact of fluctuations in foreign exchange rates; and
-- other risks detailed in Part I, Item 1A. Risk Factors in the Company's
Annual Report on Form 10-K for the year ended December 31, 2018.
Forward-looking statements in this release represent the Company's judgment as of the date of this release. The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, unless otherwise required by law.
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 total sales, non-GAAP total sales by reporting segment, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating income, non-GAAP operating margin, non-GAAP net income and non-GAAP net income per share, exclude the GSA sales adjustment, advisory fees incurred related to the GSA Matter, imputed interest expense recorded related to the GSA Matter, incremental compensation expense recognized in connection with our CEO succession, the impairment charge related to our equity investment in present4D GmbH and the increase in our reserve for uncertain tax positions due to a change in our judgment on the recognition of a tax position during the quarter and adjust for non-GAAP income tax expense, and are provided to enhance investors' overall understanding of our historical operations and financial performance. Management believes that these non-GAAP financial measures provide investors with relevant period-to-period comparisons of our core operations. These financial measures are not recognized terms under GAAP and should not be considered in isolation or as a substitute for a measure of financial performance prepared in accordance with GAAP. These non-GAAP financial measures have limitations that should be considered before using these measures to evaluate a company's financial performance. These non-GAAP financial measures, as presented, may not be comparable to similarly titled measures of other companies due to varying methods of calculation. The financial statement tables that accompany this press release include a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures.
About FARO
FARO is the world's most trusted source for 3D measurement and imaging solutions. The Company develops and markets computer-aided measurement and imaging devices and software for the following vertical markets:
-- 3D Manufacturing - High-precision 3D measurement, imaging and comparison
of parts and complex structures within production and quality assurance
processes
-- Construction BIM - 3D capture of as-built construction projects and
factories to document complex structures and perform quality control,
planning and preservation
-- Public Safety Forensics - Capture and analysis of on-site real world
data to investigate crash, crime and fire events, plan security
activities and provide virtual reality training for public safety
personnel
-- 3D Design - Capture and edit 3D shapes of products, people, and/or
environments for design purposes in product development, computer
graphics and dental and medical applications
-- Photonics - Develop and market galvanometer-based laser measurement
products and solutions
FARO's global headquarters is located in Lake Mary, Florida. The Company's European regional headquarters is located in Stuttgart, Germany and its Asia-Pacific regional headquarters is located in Singapore. FARO has other offices in the United States, Canada, Mexico, Brazil, Germany, the United Kingdom, France, Spain, Italy, Poland, Turkey, the Netherlands, Switzerland, India, China, Malaysia, Thailand, South Korea, Japan, and Australia.
More information is available at http://www.faro.com
FARO TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended
Six Months Ended
(in thousands, except share and per share data) June 30, 2019 June 30, 2018 June 30, 2019 June 30, 2018
--- ---
Sales
Product $
67,992 $
75,720 $
136,792 $
146,301
Service 25,499 22,524 50,316 44,777
Total sales 93,491 98,244 187,108 191,078
Cost of Sales
Product 29,037 27,878 55,165 54,762
Service 12,135 12,675 24,605 24,839
Total cost of sales (exclusive of depreciation and 41,172 40,553 79,770 79,601
amortization, shown separately below)
Gross Profit 52,319 57,691 107,338 111,477
Operating Expenses
Selling and marketing 29,124 30,084 55,877 58,355
General and administrative 14,424 11,320 27,648 22,393
Depreciation and amortization 4,573 4,377 9,322 8,720
Research and development 9,091 9,983 19,026 19,389
Total operating expenses 57,212 55,764 111,873 108,857
(Loss) income from operations (4,893) 1,927 (4,535) 2,620
Other expense (income)
Interest expense (income), net 240 (87) 96 (160)
Other expense, net 1,689 509 1,884 693
(Loss) income before income tax (benefit) expense (6,822) 1,505 (6,515) 2,087
Income tax (benefit) expense (417) 300 (262) 427
Net (loss) income $
(6,405) $
1,205 $
(6,253) $
1,660
Net (loss) income per share - Basic $
(0.37) $
0.07 $
(0.36) $
0.10
Net (loss) income per share - Diluted $
(0.37) $
0.07 $
(0.36) $
0.10
Weighted average shares - Basic 17,341,647 16,966,928 17,323,479 16,902,390
Weighted average shares - Diluted 17,341,647 17,264,642 17,323,479 17,210,054
FARO TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data) June 30, December 31,
2019 2018
(unaudited)
--- ---
ASSETS
Current assets:
Cash and cash equivalents $
120,604 $
108,783
Short-term investments 24,819 24,793
Accounts receivable, net 74,430 88,927
Inventories, net 71,970 65,444
Prepaid expenses and other current assets 26,437 28,795
Total current assets 318,260 316,742
Property and equipment:
Machinery and equipment 82,909 76,048
Furniture and fixtures 6,245 6,749
Leasehold improvements 20,636 20,304
Property and equipment at cost 109,790 103,101
Less: accumulated depreciation and amortization (79,664) (72,684)
Property and equipment, net 30,126 30,417
Operating lease right-of-use asset 18,068
Goodwill 71,210 67,274
Intangible assets, net 28,659 33,054
Service and sales demonstration inventory, net 39,416 39,563
Deferred income tax assets, net 14,732 14,719
Other long-term assets 2,983 4,475
Total assets $
523,454 $
506,244
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $
16,177 $
20,093
Accrued liabilities 37,865 36,327
Income taxes payable 2,386 5,081
Current portion of unearned service revenues 35,082 32,878
Customer deposits 2,701 3,144
Lease liability 6,494
Total current liabilities 100,705 97,523
Unearned service revenues - less current portion 17,355 15,505
Lease liability - less current portion 13,483
Deferred income tax liabilities 2,614 736
Income taxes payable - less current portion 11,821 12,247
Other long-term liabilities 3,137 3,624
Total liabilities 149,115 129,635
Shareholders' equity:
Common stock - par value $.001, 50,000,000 shares authorized; 18,751,573 and 18,676,059 19 19
issued, respectively; 17,339,062 and 17,253,011 outstanding, respectively
Additional paid-in capital 255,706 251,329
Retained earnings 168,773 175,353
Accumulated other comprehensive loss (18,784) (18,483)
Common stock in treasury, at cost; 1,412,511 and 1,423,048 shares, respectively (31,375) (31,609)
Total shareholders' equity 374,339 376,609
Total liabilities and shareholders' equity $
523,454 $
506,244
FARO TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
(in thousands) June 30, 2019 June 30, 2018
--- ---
Cash flows from:
Operating activities:
Net (loss) income $
(6,253) $
1,660
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization 9,322 8,720
Stock-based compensation 5,316 3,400
Provisions for bad debts, net of recoveries 2 211
Loss on disposal of assets 348 165
Provision for excess and obsolete inventory 1,481 504
Deferred income tax benefit (11) (190)
Impairment charge on equity method investment 1,535
Change in operating assets and liabilities:
Decrease (Increase) in:
Accounts receivable 14,442 252
Inventories (9,687) (6,664)
Prepaid expenses and other current assets 2,282 (3,526)
(Decrease) Increase in:
Accounts payable, accrued liabilities, and lease liability (7,793) (2,901)
GSA liability 6,327
Income taxes payable (3,119) (4,378)
Customer deposits (446) 382
Unearned service revenues 3,998 2,372
Net cash provided by operating activities 17,744 7
Investing activities:
Purchases of property and equipment (3,693) (5,164)
Payments for intangible assets (1,233) (1,186)
Acquisition of businesses - (3,965)
Equity investments and advances to affiliates - (1,786)
Net cash used in investing activities (4,926) (12,101)
Financing activities:
Payments on finance leases (187) (46)
Payments of contingent consideration for acquisitions (250)
Payments for taxes related to net share settlement of equity awards (1,440)
Proceeds from issuance of stock related to stock option exercises 735 7,133
Net cash (used in) provided by financing activities (1,142) 7,087
Effect of exchange rate changes on cash and cash equivalents 145 (2,399)
Increase (decrease) in cash and cash equivalents 11,821 (7,406)
Cash and cash equivalents, beginning of period 108,783 140,960
Cash and cash equivalents, end of period $
120,604 $
133,554
FARO TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(UNAUDITED)
Three Months Ended
Six Months Ended
(in thousands) June 30, 2019 June 30, 2018 June 30, 2019 June 30, 2018
--- ---
Net (loss) income $
(6,405) $
1,205 $
(6,253) $
1,660
Currency translation adjustments 1,263 (9,377) (301) (4,163)
Comprehensive loss $
(5,142) $
(8,172) $
(6,554) $
(2,503)
FARO TECHNOLOGIES, INC. AND SUBSIDIARIES
UNAUDITED SUPPLEMENTAL DATA
Three Months Ended
Six Months Ended
(sales in thousands) Q2 2019 Q2 2018 % Change Q2 2019 Q2 2018 % Change
Sales Sales Sales Sales
---
Reporting Segments
3D Manufacturing(1) $
59,002 $
63,989 (7.8) $
115,569 $
124,646 (7.3)
% %
Construction BIM(2) 24,161 23,567 2.5 49,600 46,249 7.2
%
%
Emerging Verticals(3) 10,328 10,688 (3.4) 21,939 20,183 8.7
% %
Total $
93,491 $
98,244 (4.8) $
187,108 $
191,078 (2.1)
% %
(1) The 3D Manufacturing reporting segment contains solely our 3D Manufacturing vertical.
(2) The Construction BIM reporting segment contains solely our Construction BIM vertical.
(3) The Emerging Verticals reporting segment includes our 3D Design, Public Safety Forensics, and Photonics verticals.
FARO TECHNOLOGIES, INC. AND SUBSIDIARIES
UNAUDITED SUPPLEMENTAL DATA
New Order
Ending
Sales FTE
Trailing 12 Months
Trailing 12 Months
Bookings Sales Headcount (1) Sales FTE Orders per Sales FTE
(in millions) Headcount Headcount (1) (in thousands) (1)
---
Q2-16 $81.6 468 424 419 $782
Q3-16 $79.8 507 435 424 $790
Q4-16 $95.8 536 454 432 $766
Q1-17 $86.9 593 486 450 $765
Q2-17 $89.0 627 516 473 $743
Q3-17 $90.5 635 548 501 $723
Q4-17 $110.6 631 568 530 $711
Q1-18 $96.1 653 581 553 $698
Q2-18 $106.5 672 591 572 $706
Q3-18 $100.5 707 604 586 $706
Q4-18 $122.2 733 621 599 $710
Q1-19 $100.7 737 633 612 $703
Q2-19 $106.1 764 649 627 $685
(1) Sales full-time experienced ("FTE") is a metric whereby sales headcount is measured as a time-weighted average with the first year contribution of a new employee discounted by an experience factor.
FARO TECHNOLOGIES, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP
TOTAL SALES, GROSS PROFIT AND GROSS MARGIN
(UNAUDITED)
Three Months Ended June 30, Six Months Ended June 30,
(dollars in thousands) 2019 2018 2019 2018
---
Total sales, as reported $
93,491 $
98,244 $
187,108 $
191,078
GSA sales adjustment (1) 5,805 5,840
Non-GAAP total sales $
99,296 $
98,244 $
192,948 $
191,078
Three months ended June 30,
Six Months Ended June 30,
(dollars in thousands) 2019 % of 2018 % of 2019 % of 2018 % of
Sales Sales Sales Sales
---
Gross profit and gross margin, $
52,319 56.0 $
57,691 58.7 $
107,338 57.4 $
111,477 58.3
% % % %
as reported
GSA sales adjustment (1) 5,805 6.2 % 5,840 3.1
% % %
Non-GAAP gross profit and $
58,124 58.5 $
57,691 58.7 $
113,178 58.7 $
111,477 58.3
% % % %
gross margin
(1) Late in the fourth quarter of
2018, during an internal review we
preliminarily determined that
certain of our pricing practices may
have resulted in the U.S. Government
being overcharged under our General
Services Administration ("GSA")
Federal Supply Schedule contracts
(the "Contracts"). In fourth quarter
2018, we reduced our total sales by
an estimated cumulative adjustment
of $4.8 million. We also retained
outside legal counsel and forensic
accountants to conduct a
comprehensive review of our pricing
and other practices under the
Contracts (the "Review"). On July
15, 2019, we submitted a report to
the GSA and its Office of Inspector
General setting forth the findings
of the Review. Based on the results
of the Review, in second quarter
2019 we reduced our total sales by
an incremental $5.8 million (the
"GSA sales adjustment").
FARO TECHNOLOGIES, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP
TOTAL SALES BY REPORTING SEGMENT
(UNAUDITED)
Three Months Ended June 30, Six Months Ended June 30,
(dollars in thousands) 2019 2018 2019 2018
--- ---
3D Manufacturing total sales, as reported $
59,002 $
63,989 $
115,569 $
124,646
GSA sales adjustment (1) 3,280 3,315
Non-GAAP 3D Manufacturing total sales $
62,282 $
63,989 $
118,884 $
124,646
Three Months Ended June 30, Six Months Ended June 30,
(dollars in thousands) 2019 2018 2019 2018
--- ---
Construction BIM total sales, as reported $
24,161 $
23,567 $
49,600 $
46,249
GSA sales adjustment (1) 463 463
Non-GAAP Construction BIM total sales $
24,624 $
23,567 $
50,063 $
46,249
Three Months Ended June 30, Six Months Ended June 30,
(dollars in thousands) 2019 2018 2019 2018
--- ---
Emerging Verticals total sales, as reported $
10,328 $
10,688 $
21,939 $
20,183
GSA sales adjustment (1) 2,062 2,062
Non-GAAP Emerging Verticals total sales $
12,390 $
10,688 $
24,001 $
20,183
(1) Late in the fourth quarter of 2018, during an internal review we preliminarily determined that certain of our pricing practices may have resulted in the U.S. Government being overcharged under our General Services Administration ("GSA") Federal Supply
Schedule contracts (the "Contracts"). In fourth quarter 2018, we reduced our total sales by an estimated cumulative adjustment of $4.8 million. We also retained outside legal counsel and forensic accountants to conduct a comprehensive review of our
pricing and other practices under the Contracts (the "Review"). On July 15, 2019, we submitted a report to the GSA and its Office of Inspector General setting forth the findings of the Review. Based on the results of the Review, in second quarter 2019 we
reduced our total sales by an incremental $5.8 million (the "GSA sales adjustment").
FARO TECHNOLOGIES, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP
OPERATING (LOSS) INCOME AND OPERATING MARGIN
(UNAUDITED)
Three months ended June 30,
Six Months Ended June 30,
(dollars in thousands) 2019 % of 2018 % of 2019 % of 2018 % of
Sales Sales Sales Sales
--- ---
Operating (loss) income and $
(4,893) (5.2) $
1,927 2.0 $
(4,535) (2.4) $
2,620 1.4
% % % %
operating margin, as reported
GSA sales adjustment (1) 5,805 6.2 % 5,840 3.1
% % %
Advisory fees for GSA Matter (2) 653 0.7 1,244 0.7
% %
CEO succession expenses (3) 1,525 1.6 % 2,425 1.3
% % %
---
Non-GAAP operating income $
3,090 3.1 $
1,927 2.0 $
4,974 2.6 $
2,620 1.4
% % % %
and operating margin
(1) Late in the fourth quarter of 2018, during an internal review we preliminarily determined that certain of our pricing practices may have resulted in the U.S. Government being overcharged under our General Services Administration ("GSA") Federal Supply Schedule contracts (the "Contracts") (the "GSA Matter"). In fourth quarter 2018, we reduced our total sales by an estimated cumulative
adjustment of $4.8 million. We also retained outside legal counsel and forensic accountants to conduct a comprehensive review of our pricing and other practices under the Contracts (the "Review"). On July 15, 2019, we submitted a report to the GSA and its Office of Inspector General setting forth the findings of the Review. Based on the results of the Review, in second quarter 2019 we
reduced our total sales by an incremental $5.8 million (the "GSA sales adjustment").
(2) In connection with the GSA Matter, we retained outside legal counsel and forensic accountants to conduct the Review, which resulted in $0.7 million and $1.2 million in advisory fees incurred during the three and six months ended June 30, 2019, respectively.
(3) In January 2019, we announced that our Chief Executive Officer, Dr. Simon Raab, would be retiring after 35 years with the company. Effective June 17, 2019, Michael D. Burger was appointed as our Chief Executive Officer ("CEO"). The CEO succession expenses reflect the additional compensation expense recognized during 2019 in connection with the June 2019 vesting of option awards held
by Dr. Raab and our payment of a signing bonus to our current CEO, Mr. Burger.
FARO TECHNOLOGIES, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP
NET (LOSS) INCOME
(UNAUDITED)
Three Months Ended June 30, Six Months Ended June 30,
(dollars in thousands) 2019 2018 2019 2018
--- ---
Net (loss) income, as reported $
(6,405) $
1,205 $
(6,253) $
1,660
GSA sales adjustment (1) 5,805 5,840
Interest expense increase due to GSA adjustment (1) 442 487
Advisory fees for GSA Matter (2) 653 1,244
CEO succession expenses (3) 1,525 2,425
Present4D impairment (4) 1,535 1,535
Total tax impact of adjustments (1,944) (2,197)
Adjustments, net of tax $
8,016
$ $
9,334
$
Tax liability for uncertain tax position (5) 864 864
Total adjustment $
8,880
$ $
10,198
$
Non-GAAP net income $
2,475 $
1,205 $
3,945 $
1,660
(1) Late in the fourth quarter of 2018, during an internal review we preliminarily determined that certain of our pricing practices may have resulted in the U.S. Government being overcharged under our General Services Administration ("GSA") Federal Supply Schedule contracts (the "Contracts")
(the "GSA Matter"). In fourth quarter 2018, we reduced our total sales by an estimated cumulative adjustment of $4.8 million. We also retained outside legal counsel and forensic accountants to conduct a comprehensive review of our pricing and other practices under the Contracts (the "Review").
On July 15, 2019, we submitted a report to the GSA and its Office of Inspector General setting forth the findings of the Review. Based on the results of the Review, in second quarter 2019 we reduced our total sales by an incremental $5.8 million (the "GSA sales adjustment") and recorded
imputed interest expense of $0.4 million and $0.5 million related to the GSA Matter for the three and six months ended June 30, 2019, respectively.
(2) In connection with the GSA Matter, we retained outside legal counsel and forensic accountants to conduct the Review, which resulted in $0.7 million and $1.2 million in advisory fees incurred during the three and six months ended June 30, 2019, respectively.
(3) In January 2019, we announced that our Chief Executive Officer, Dr. Simon Raab, would be retiring after 35 years with the company. Effective June 17, 2019, Michael D. Burger was appointed as our Chief Executive Officer ("CEO"). The CEO succession expenses reflect the additional compensation
expense recognized during 2019 in connection with the June 2019 vesting of option awards held by Dr. Raab and our payment of a signing bonus to our current CEO, Mr. Burger.
(4) On April 27, 2018, we invested $1.8 million in present4D GmbH ("present4D"), a software solutions provider for professional virtual reality presentations and training environments, in the form of an equity capital contribution. During the three months ended June 30, 2019, we determined it
is more likely than not that we will not recover our cost basis in present4D and recorded an impairment charge of $1.5 million, which is included in Other expense, net.
(5) In second quarter 2019, we recorded an increase in our reserve for uncertain tax positions of $0.9 million for the three and six months ended June 30, 2019 due to a change in our judgment on the recognition of a tax position during the quarter.
FARO TECHNOLOGIES, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP
NET (LOSS) INCOME PER SHARE
(UNAUDITED)
Three Months Ended June 30, Six Months Ended June 30,
(dollars in thousands) 2019 2018 2019 2018
--- ---
Net (loss) income per share - Diluted, as reported $
(0.37) $
0.07 $
(0.36) $
0.10
GSA sales adjustment (1) 0.33 0.33
Interest expense increase due to GSA adjustment (1) 0.02 0.03
Advisory fees for GSA Matter (2) 0.04 0.07
CEO succession expenses (3) 0.09 0.14
Present4D impairment (4) 0.09 0.09
Total tax impact of adjustments (0.11) (0.13)
Adjustments, net of tax $
0.46
$ $
0.53
$
Tax liability for uncertain tax position (5) 0.05 0.05
Total adjustment per share - Diluted $
0.51
$ $
0.58
$
Non-GAAP net income per share - Diluted $
0.14 $
0.07 $
0.22 $
0.10
(1) Late in the fourth quarter of 2018, during an internal review we preliminarily determined that certain of our pricing practices may have resulted in the U.S. Government being overcharged under our General Services Administration ("GSA") Federal Supply Schedule contracts (the
"Contracts") (the "GSA Matter"). In fourth quarter 2018, we reduced our total sales by an estimated cumulative adjustment of $4.8 million. We also retained outside legal counsel and forensic accountants to conduct a comprehensive review of our pricing and other practices under the
Contracts (the "Review"). On July 15, 2019, we submitted a report to the GSA and its Office of Inspector General setting forth the findings of the Review. Based on the results of the Review, in second quarter 2019 we reduced our total sales by an incremental $5.8 million (the "GSA
sales adjustment") and recorded imputed interest expense of $0.4 million and $0.5 million related to the GSA Matter for the three and six months ended June 30, 2019, respectively.
(2) In connection with the GSA Matter, we retained outside legal counsel and forensic accountants to conduct the Review, which resulted in $0.7 million and $1.2 million in advisory fees incurred during the three and six months ended June 30, 2019, respectively.
(3) In January 2019, we announced that our Chief Executive Officer, Dr. Simon Raab, would be retiring after 35 years with the company. Effective June 17, 2019, Michael D. Burger was appointed as our Chief Executive Officer ("CEO"). The CEO succession expenses reflect the additional
compensation expense recognized during 2019 in connection with the June 2019 vesting of option awards held by Dr. Raab, and our payment of a signing bonus to our current CEO, Mr. Burger.
(4) On April 27, 2018, we invested $1.8 million in present4D GmbH ("present4D"), a software solutions provider for professional virtual reality presentations and training environments, in the form of an equity capital contribution. During the three months ended June 30, 2019, we
determined it is more likely than not that we will not recover our cost basis in present4D and recorded an impairment charge of $1.5 million, which is included in Other expense, net.
(5) In second quarter 2019, we recorded an increase in our reserve for uncertain tax positions of $0.9 million for the three and six months ended June 30, 2019 due to a change in our judgment on the recognition of a tax position during the quarter.
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SOURCE FARO Technologies, Inc.
