FARO Announces Fourth Quarter and Full Year Financial Results

LAKE MARY, Fla., Feb. 17, 2021 /PRNewswire/ -- FARO(®) (Nasdaq: FARO), a leading global source for 3D measurement and imaging solutions for the 3D Metrology, AEC (Architecture, Engineering & Construction), and Public Safety Analytics applications, today announced its financial results for the fourth quarter and full year ended December 31, 2020.

"FARO delivered strong fourth quarter results, closing out a transformational year amid uncertainty caused by the pandemic. Our fourth quarter performance demonstrates the effectiveness of our more efficient sales organization and the profit potential of our lower cost structure. We enter 2021 as a stronger, more efficient business with a highly scalable financial model," stated Michael Burger, President and Chief Executive Officer. "As the business environment returns to normalized levels and we execute on our software and solution development initiatives, we believe we are well positioned to generate significant shareholder returns in the years ahead."

Fourth Quarter 2020 Financial Summary
Total sales were $93.0 million for fourth quarter 2020 representing a 31% sequential quarterly increase when compared to $70.7 million in the third quarter 2020, and an 11% decrease when compared with $104.1 million for fourth quarter 2019. The sales level fluctuations were primarily a result of the COVID-19 impact on customer demand in our served markets. Similarly, new order bookings of $95.1 million increased 32% sequentially compared to $72.0 million in the third quarter 2020, but were down 19% when compared to $116.9 million for the fourth quarter 2019.

Gross margin was 54.6% for the fourth quarter 2020, as compared to 41.9% for the same prior year period. Non-GAAP gross margin was 54.9% for the fourth quarter 2020 compared to 55.7% for the fourth quarter 2019. The annual decrease in non-GAAP gross margin was primarily a result of the impact of lower sales resulting from the COVID-19 pandemic.

Operating expense, which includes $2.9 million of non-recurring charges, was $48.1 million for the fourth quarter 2020, as compared to $91.8 million for the same prior year period. Non-GAAP operating expense was $43.0 million for the fourth quarter 2020 compared to $53.3 million for the fourth quarter 2019.

Net income was $27.4 million, or $1.52 per share, for the fourth quarter 2020, as compared to a net loss of $49.7 million, or $2.85 per share, for the fourth quarter 2019. GAAP Net Income included a $19 million gain that resulted from the booking of a deferred tax asset associated with the completion of a fourth quarter tax structure restructuring. Non-GAAP net income was $6.3 million, or $0.35 per share, for the fourth quarter 2020 compared to Non-GAAP net income of $3.1 million, or $0.18 per share, for the fourth quarter 2019.

Adjusted EBITDA was $11.1 million, or 12% of Non-GAAP total sales, for the fourth quarter of 2020 compared to Adjusted EBITDA of $8.1 million, or 8% of Non-GAAP total sales, for the fourth quarter of 2019.

*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".

The Company's cash and short-term investments increased $22.0 million to $185.6 million as of the end of the fourth quarter of 2020, and the Company remained debt-free.

Full Year 2020 Financial Summary
Total sales were $303.8 million for the full year 2020, as compared with $381.8 million for 2019. Non-GAAP total sales were $304.4 million for 2020 compared to $387.6 million for 2019. New order bookings were $306.4 million for 2020, as compared to $418.4 million for 2019.

Gross margin was 52.6% for 2020, as compared to 51.9% for 2019. Non-GAAP gross margin was 52.9% for 2020 compared to 56.5% for 2019.

Net income was $0.6 million, or $0.04 per share, for 2020, as compared to net loss of $62.1 million, or $3.58 per share, for 2019. Non-GAAP net loss was $1.8 million, or $0.10 per share, for 2020 compared to net income of $11.2 million, or $0.65 per share, for 2019.

Conference Call
The Company will host a conference call to discuss these results on Thursday, February 18, 2021 at 8:00 a.m. ET. Interested parties can access the conference call by dialing (877) 876-9174 (U.S.) or +1 (785) 424-1669 (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/about-faro/investor-relations/events

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 quickly and easily 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 http://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 total sales, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP income (loss) from operations, non-GAAP other expense, net, non-GAAP net income (loss) and non-GAAP net income (loss) per share, exclude the GSA sales adjustment (as defined in the tables below), the impact of purchase accounting intangible amortization expense, stock-based compensation, advisory fees incurred related to the GSA Matter (as defined in the tables below), imputed interest expense recorded related to the GSA Matter, costs incurred in connection with our executive officer transitions, including severance costs, sign-on bonuses and relocation costs, charges increasing our reserve for excess and obsolete inventory, product recall charges, restructuring charges, strategic impairment charges and write-offs, the impairment charge related to our equity investment in present4D GmbH, contingent consideration fair value adjustment, 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) income before interest (income) expense, net, income tax expense (benefit) and depreciation and amortization, and Adjusted EBITDA, which is calculated as EBITDA, excluding loss on foreign currency transactions, the GSA sales adjustment, stock-based compensation, advisory fees incurred related to the GSA Matter, costs incurred in connection with our executive officer transitions, including severance costs, sign-on bonuses and relocation costs, charges increasing our reserve for excess and obsolete inventory, product recall charges, restructuring charges, strategic impairment charges and write-offs, the impairment charge related to our equity investment in present4D GmbH, and contingent consideration fair value adjustment, as measures of our operating profitability. The most directly comparable GAAP measure to EBITDA and Adjusted EBITDA is net (loss) income. We also present Adjusted EBITDA margin, which is calculated as Adjusted EBITDA as a percent of Non-GAAP total sales.

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 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.

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 demand for and customer acceptance of FARO's products, FARO's product development and product launches, FARO's growth, strategic and restructuring plans and initiatives, including but not limited to the additional restructuring charges expected to be incurred in connection with our restructuring plan and the timing and amount of cost savings and other benefits expected to be realized from the restructuring plan and other strategic initiatives, and FARO's growth potential and profitability. 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 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; 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 effect of the COVID-19 pandemic, including on our business
        operations, as well as its impact on general economic and financial
        market 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, 2020 that
        will be filed with the SEC following this earnings release.

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.


                                                                                  
         
              FARO TECHNOLOGIES, INC. AND SUBSIDIARIES


                                                                                    
         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                                                   
            (UNAUDITED)




                                                                                
         Three Months Ended                                                        
            Twelve Months Ended




       
              (in thousands, except share and per share data) December 31,                           December 31,                      December 31,                           December 31,
                                                                           2020                                    2019                               2020                                    2019

    ---                                                                                                                                                                                     ---


       Sales



       Product                                                                  $
         71,721                                                               $
       80,267                           $
          218,587    $
       289,679



       Service                                                          21,232                                               23,874                                                       85,181            92,086




       Total sales                                                      92,953                                              104,141                                                      303,768           381,765




       Cost of Sales



       Product                                                          32,052                                               47,706                                                       98,864           133,246



       Service                                                          10,121                                               12,834                                                       45,057            50,387




       Total cost of sales                                              42,173                                               60,540                                                      143,921           183,633




       Gross Profit                                                     50,780                                               43,601                                                      159,847           198,132



       Operating Expenses



       Selling, general and administrative                              35,304                                               45,469                                                      131,827           177,378



       Research and development                                         11,541                                               11,127                                                       42,896            44,175



       Restructuring costs                                               1,243                                                                                                           15,806



       Impairment loss                                                       -                                              35,213                                                                        35,213




       Total operating expenses                                         48,088                                               91,809                                                      190,529           256,766




       Income (loss) from operations                                     2,692                                             (48,208)                                                    (30,682)         (58,634)



       Other (income) expense



       Interest income                                                   (747)                                               (155)                                                       (340)            (714)



       Other expense (income), net                                          97                                                 (85)                                                         431             2,313



       Interest expense                                                      -                                                 150                                                                           781




       Income (loss) before income tax expense (benefit)                 3,342                                             (48,118)                                                    (30,773)         (61,014)



       Income tax (benefit) expense                                   (24,066)                                               1,577                                                     (31,402)            1,133




       Net income (loss)                                                        $
         27,408                                                             $
       (49,695)                              $
          629   $
       (62,147)




       Net income (loss) per share - Basic                                        $
         1.53                                                               $
       (2.85)                             $
          0.04     $
       (3.58)




       Net income (loss) per share - Diluted                                      $
         1.52                                                               $
       (2.85)                             $
          0.04     $
       (3.58)




       Weighted average shares - Basic                              17,872,307                                           17,427,143                                                   17,769,958        17,383,415




       Weighted average shares - Diluted                            18,064,754                                           17,427,143                                                   17,926,324        17,383,415


                                                                                                              
              
                FARO TECHNOLOGIES, INC. AND SUBSIDIARIES


                                                                                                                      
              CONDENSED CONSOLIDATED BALANCE SHEETS


                                                                                                                                   
              (UNAUDITED)





       
                (in thousands, except share and per share data)                                                                                                           December 31,             December 31,
                                                                                                                                                                                       2020                      2019

    ---                                                                                                                                                                                                          ---


       
                ASSETS



       Current assets:



       Cash and cash equivalents                                                                                                                                                           $
      185,633                         $
      133,634



       Short-term investments                                                                                                                                                            -                             24,870



       Accounts receivable, net                                                                                                                                                     64,616                              76,162



       Inventories, net                                                                                                                                                             47,391                              58,554



       Prepaid expenses and other current assets                                                                                                                                    26,295                              28,996




       Total current assets                                                                                                                                                        323,935                             322,216




       Non-current assets:



       Property, plant and equipment, net                                                                                                                                           23,091                              26,954



       Operating lease right-of-use asset                                                                                                                                           26,107                              18,418



       Goodwill                                                                                                                                                                     57,541                              49,704



       Intangible assets, net                                                                                                                                                       13,301                              14,471



       Service and sales demonstration inventory, net                                                                                                                               31,831                              33,349



       Deferred income tax assets, net                                                                                                                                              47,450                              18,766



       Other long-term assets                                                                                                                                                        2,336                               2,964




       Total assets                                                                                                                                                                        $
      525,592                         $
      486,842




       
                LIABILITIES AND SHAREHOLDERS' EQUITY



       Current liabilities:



       Accounts payable                                                                                                                                                                     $
      14,121                          $
      13,718



       Accrued liabilities                                                                                                                                                          42,593                              38,072



       Income taxes payable                                                                                                                                                          3,442                               5,182



       Current portion of unearned service revenues                                                                                                                                 39,149                              39,211



       Customer deposits                                                                                                                                                             2,807                               3,108



       Lease liability                                                                                                                                                               5,835                               6,674




       Total current liabilities                                                                                                                                                   107,947                             105,965



       Unearned service revenues - less current portion                                                                                                                             21,757                              20,578



       Lease liability - less current portion                                                                                                                                       22,131                              13,698



       Deferred income tax liabilities                                                                                                                                                 787                                 357



       Income taxes payable - less current portion                                                                                                                                  11,583                              13,177



       Other long-term liabilities                                                                                                                                                   1,084                               1,075




       Total liabilities                                                                                                                                                           165,289                             154,850




       Shareholders' equity:



       Common stock - par value $0.001, 50,000,000 shares authorized; 19,382,430 and 18,988,379 issued; 17,983,989 and 17,576,618 outstanding, respectively                             19                                  19



       Additional paid-in capital                                                                                                                                                  287,979                             267,868



       Retained earnings                                                                                                                                                           113,508                             112,879



       Accumulated other comprehensive loss                                                                                                                                       (10,160)                           (17,399)



       Common stock in treasury, at cost - 1,411,761 shares and 1,411,761, respectively                                                                                           (31,043)                           (31,375)




       Total shareholders' equity                                                                                                                                                  360,303                             331,992




       Total liabilities and shareholders' equity                                                                                                                                          $
      525,592                         $
      486,842


                                                                                                 
       
               FARO TECHNOLOGIES, INC. AND SUBSIDIARIES


                                                                                                   
       CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                                              
              (UNAUDITED)




                                                                                                                                                                
           Years Ended December 31,




       
                (in thousands)                                                                                                                           2020                            2019

    ---                                                                                                                                                                                       ---


       CASH FLOWS FROM:



       OPERATING ACTIVITIES:



       Net income (loss)                                                                                                                                             $
              629                        $
      (62,147)



       Adjustments to reconcile net (loss) income to net cash provided by operating activities:



       Depreciation and amortization                                                                                                                       14,239                                    18,516



       Compensation for stock options and restricted stock units                                                                                            8,314                                    11,071



       Provision for bad debts (net of recoveries)                                                                                                            440                                     2,090



       Loss on disposal of assets                                                                                                                             383                                     2,639



       Provision for excess and obsolete inventory                                                                                                          1,349                                    16,886



       Impairment of goodwill                                                                                                                                   -                                   21,233



       Impairment of acquired intangibles                                                                                                                       -                                   10,548



       Impairment of loan to affiliate                                                                                                                          -                                      549



       Deferred income tax benefit                                                                                                                       (28,444)                                  (6,304)



       Change in operating assets and liabilities:



       (Increase) decrease in:



       Accounts receivable, net                                                                                                                            12,346                                    10,406



       Inventories                                                                                                                                         10,343                                   (4,136)



       Prepaid expenses and other assets                                                                                                                    3,862                                     1,188



       Increase (decrease) in:



       Accounts payable and accrued liabilities                                                                                                             2,390                                   (2,518)



       Income taxes payable                                                                                                                               (3,357)                                    1,041



       Customer deposits                                                                                                                                    (374)                                     (30)



       Unearned service revenues                                                                                                                            (726)                                   11,436




       Net cash provided by operating activities                                                                                                           21,394                                    32,468




       INVESTING ACTIVITIES:



       Purchases of investments                                                                                                                                 -                                 (50,000)



       Proceeds from sale of investments                                                                                                                   25,000                                    50,000



       Purchases of property and equipment                                                                                                                (4,774)                                  (6,675)



       Payments for internally capitalized patents                                                                                                        (1,298)                                  (2,118)



       Acquisition of business, net of cash received                                                                                                      (6,036)



       Other                                                                                                                                                1,015                                     (549)




       Net cash provided by (used in) investing activities                                                                                                 13,907                                   (9,342)




       FINANCING ACTIVITIES:



       Payments on capital leases                                                                                                                           (338)                                    (358)



       Payments of contingent consideration for acquisitions                                                                                                (733)                                  (3,101)



       Payments for taxes related to net share settlement of equity awards                                                                                (2,602)                                  (2,199)



       Proceeds from issuance of stock related to stock option exercises                                                                                   14,731                                     7,901




       Net cash provided by financing activities                                                                                                           11,058                                     2,243




       EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS                                                                                         5,640                                     (518)




       INCREASE IN CASH AND CASH EQUIVALENTS                                                                                                               51,999                                    24,851



       CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                                                                                                       133,634                                   108,783




       CASH AND CASH EQUIVALENTS, END OF YEAR                                                                                                                     $
             185,633                         $
      133,634


                                                                   
        
                FARO TECHNOLOGIES, INC. AND SUBSIDIARIES


                                                                      
              RECONCILIATION OF GAAP TO NON-GAAP


                                                                                  
              (UNAUDITED)




                                                                              Three Months Ended December 31,                      Twelve Months Ended December 31,




       
                (dollars in thousands, except per share data)       2020                               2019                  2020                                 2019

    ---                                                                                                                                                              ---


       Total sales, as reported                                                $
              92,953                                       $
              104,141                  $
              303,768     $
            381,765



       GSA sales adjustment (1)                                            -                                                                                        608                   5,840




       Non-GAAP total sales                                                    $
              92,953                                       $
              104,141                  $
              304,376     $
            387,605






       Gross profit, as reported                                               $
              50,780                                        $
              43,601                  $
              159,847     $
            198,132



       GSA sales adjustment (1)                                            -                                                                                        608                   5,840



       Stock-based compensation (2)                                      211                                                 231                                      702                   1,001



       Inventory reserve charge (3)                                        -                                             12,800                                                          12,800



       Product recall charge (4)                                           -                                              1,328                                                           1,328




       Non-GAAP adjustments to gross profit                              211                                              14,359                                    1,310                  20,969




       Non-GAAP gross profit                                                   $
              50,991                                        $
              57,960                  $
              161,157     $
            219,101




       Gross margin, as reported                                        54.6                                      41.9
            %                                    52.6
                                                                            %                                                                                          %         51.9
            %



       Non-GAAP gross margin                                            54.9                                      55.7
            %                                    52.9
                                                                            %                                                                                          %         56.5
            %





       Operating expenses, as reported                                         $
              48,088                                        $
              91,809                  $
              190,529     $
            256,766



       Advisory fees for GSA Matter (5)                                    -                                                                                                           (1,244)



       Stock-based compensation (2)                                  (1,675)                                            (2,137)                                 (7,612)               (10,068)



       Restructuring costs (6)                                       (1,243)                                                                                   (15,806)



       Other product charge (4)                                      (1,644)                                                                                    (1,644)



       Executive severance costs                                           -                                                                                                           (1,217)



       Executive sign-on bonuses & relocation costs                        -                                              (215)                                                        (1,060)



       Strategic impairments and write-offs (7)                            -                                           (35,213)                                                       (35,213)



       Purchase accounting intangible amortization                     (604)                                              (974)                                 (2,069)                (3,639)




       Non-GAAP adjustments to operating expenses                    (5,166)                                           (38,539)                                (27,131)               (52,441)




       Non-GAAP operating expenses                                             $
              42,922                                        $
              53,270                  $
              163,398     $
            204,325






       Income (loss) from operations, as reported                               $
              2,692                                      $
              (48,208)                $
              (30,682)   $
            (58,634)



       Non-GAAP adjustments to gross profit                              211                                              14,359                                    1,310                  20,969



       Non-GAAP adjustments to operating expenses                      5,166                                              38,539                                   27,131                  52,441




       Non-GAAP income (loss) from operations                                   $
              8,069                                         $
              4,690                  $
              (2,241)     $
            14,776






       Other (income) expense, net, as reported                                 $
              (650)                                         $
              (90)                      $
              91       $
            2,380



       Interest adjustment due to GSA sales adjustment (1)               727                                               (147)                                     168                   (779)



       Contingent consideration fair value adjustment                      -                                                926                                                             926



       Present4D impairment (8)                                            -                                              (617)                                                        (2,152)




       Non-GAAP adjustments to other (income) expense, net               727                                                 162                                      168                 (2,005)




       Non-GAAP other expense, net                                                 $
              77                                            $
              72                      $
              259         $
            375






       Net income (loss), as reported                                          $
              27,408                                      $
              (49,695)                     $
              629    $
            (62,147)



       Non-GAAP adjustments to gross profit                              211                                              14,359                                    1,310                  20,969



       Non-GAAP adjustments to operating expenses                      5,166                                              38,539                                   27,131                  52,441



       Non-GAAP adjustments to other (income) expense, net             (727)                                              (162)                                   (168)                  2,005



       Income tax effect of non-GAAP adjustments                     (2,305)                                            (6,180)                                 (7,235)               (10,665)



       Other tax adjustments (9)                                    (23,501)                                              6,209                                 (23,501)                  8,628




       Non-GAAP net income (loss)                                               $
              6,252                                         $
              3,070                  $
              (1,834)     $
            11,231






       Net income (loss) per share - Diluted, as reported                        $
              1.52                                        $
              (2.85)                    $
              0.04      $
            (3.58)



       GSA sales adjustment (1)                                            -                                                                                       0.03                    0.34



       Stock-based compensation (2)                                     0.11                                                0.14                                     0.46                    0.64



       Product recall and other product charges (4)                     0.09                                                0.08                                     0.09                    0.08



       Inventory reserve charge (3)                                        -                                               0.73                                                            0.73



       Advisory fees for GSA Matter (5)                                    -                                                                                                              0.07



       Restructuring costs (6)                                          0.07                                                                                        0.88



       Executive severance costs                                           -                                                                                                              0.07



       Executive sign-on bonuses & relocation costs                        -                                               0.01                                                            0.06



       Strategic impairments and write-offs (7)                            -                                               2.02                                                            2.03



       Purchase accounting intangible amortization                      0.03                                                0.06                                     0.12                    0.21



       Interest expense increase due to GSA sales adjustment (1)      (0.04)                                               0.01                                   (0.01)                   0.04



       Contingent consideration fair value adjustment                      -                                             (0.05)                                                         (0.05)



       Present4D impairment (8)                                            -                                               0.03                                                            0.12



       Income tax effect of non-GAAP adjustments                      (0.13)                                             (0.36)                                  (0.40)                 (0.61)



       Other tax adjustments (9)                                      (1.30)                                               0.36                                   (1.31)                   0.50




       Non-GAAP net income (loss) per share - Diluted                            $
              0.35                                          $
              0.18                   $
              (0.10)       $
            0.65



                            (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").
                             We retained outside legal counsel and
                             forensic accountants to conduct a
                             comprehensive review of our pricing
                             and other practices under the
                             Contracts (the "Review"). During the
                             twelve months ended December 31,
                             2019, we reduced our total sales $5.8
                             million (the "GSA sales adjustment")
                             and recorded imputed interest expense
                             of $0.1 million and $0.8 million
                             related to the GSA Matter for the
                             three and twelve months ended
                             December 31, 2019, respectively.
                             During the twelve months ended
                             December 31, 2020, we reduced our
                             total sales $0.6 million. During the
                             first nine months of 2020 we recorded
                             an incremental $0.6 million of
                             imputed interest related to the
                             estimated cumulative sales adjustment
                             and in the fourth quarter of 2020 we
                             determined that an adjustment to
                             reduce imputed interest by $0.7
                             million was required.




                            (2) 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. This adjustment includes
                             accelerated vesting of equity awards
                             in connection with the transition of
                             our prior executives totaling $3.5
                             million for the twelve months ended
                             December 31, 2019.




                            (3) During the fourth quarter of 2019,
                             we recorded a charge of $12.8
                             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 hardware
                             product portfolio and cease selling
                             certain products.




                            (4) During the fourth quarter of 2019,
                             we accrued a recall charge for labor
                             and parts related to a small portion
                             of previously sold measurement
                             devices that were outside the
                             manufacturer's standard warranty due
                             to safety concerns. During the fourth
                             quarter of 2020, we recognized a
                             charge related to the replacement of
                             a prior generation product that was
                             exhibiting lower than desired
                             reliability as part of our ongoing
                             focus on customer satisfaction.




                            (5) In connection with the GSA Matter,
                             we retained outside legal counsel and
                             forensic accountants to conduct the
                             Review, which resulted in $1.2
                             million in advisory fees incurred
                             during 2019.




                            (6) On February 14, 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. In connection with the
                             Restructuring Plan, we recorded a
                             pre-tax charge of approximately
                             $15.8 million during the twelve
                             months ended December 31, 2020
                             primarily consisting of severance and
                             related benefits.




                            (7) Because the historical and
                             projected future performance of
                             certain of our recently acquired
                             operations were lower than our
                             expectations, and due to changes in
                             our go-forward strategy in
                             connection with our new strategic
                             plan, we incurred an impairment loss
                             of $35.2 million during the fourth
                             quarter of 2019, which included $21.2
                             million in goodwill, $10.5 million in
                             intangible assets associated with
                             recent acquisitions, $1.4 million in
                             intangible assets related to
                             capitalized patents and $2.1 million
                             in other asset write-downs.




                            (8) 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. In July
                             2019, we originated a $0.5 million
                             note with present4D, which we may
                             convert into additional equity in
                             present4D at our discretion in the
                             event of a default. As we no longer
                             intend to provide future support to
                             present4D or obtain the
                             aforementioned additional share
                             capital in the future and no longer
                             intend to use the perpetual and
                             royalty-free, non-exclusive,
                             transferable and sublicensable
                             license granted to us to use
                             present4D's software, we wrote off
                             the investment in, and our note
                             receivable with, present4D and
                             recognized a total loss of $2.2
                             million during the twelve months
                             ended December 31, 2019, which is
                             included in Other expense, net.




                            (9) The 2019 tax adjustments were
                             driven primarily by return-to-
                             provision adjustments identified in
                             the preparation of our 2018 U.S. tax
                             return, an increase in our valuation
                             allowance primarily related to
                             foreign net operating loss
                             carryforwards that, in the judgment
                             of management, were not more likely
                             than not to be realized, and changes
                             in our reserve for uncertain tax
                             positions due to a change in our
                             judgment on the recognition of a tax
                             position. The 2020 tax adjustments
                             were driven primarily by the
                             establishment of deferred tax assets
                             in relation to intra-entity
                             transfers of certain intellectual
                             property rights in December 2020.


                                                           
              
                FARO TECHNOLOGIES, INC. AND SUBSIDIARIES


                                                       
            RECONCILIATION OF NET INCOME (LOSS) TO EBITDA AND ADJUSTED EBITDA


                                                                                
              (UNAUDITED)




                                                                        Three Months Ended December 31,                                Twelve Months Ended December 31,




       
                (in thousands)                          2020                               2019                          2020                                2019

    ---                                                                                                                                                         ---


       Net income (loss)                                           $
              27,408                                             $
              (49,695)                  $
             629   $
        (62,147)



       Interest (income) expense, net                      (747)                                               (5)                                           (340)                 67



       Income tax benefit                               (24,066)                                             1,577                                         (31,402)              1,133



       Depreciation and amortization                       3,608                                              4,428                                           14,239              18,548




       EBITDA                                              6,203                                           (43,695)                                        (16,874)           (42,399)



       Loss (Gain) on foreign currency transactions           97                                                224                                              431               1,087



       Stock-based compensation                            1,886                                              2,368                                            8,314              11,071



       GSA sales adjustment (1)                                -                                                                                               608               5,840



       Advisory fees for GSA Matter (2)                        -                                                                                                                1,244



       Inventory reserve charge (3)                            -                                            12,800                                                              12,800



       Product recall and other product charges (4)        1,644                                              1,328                                            1,644               1,328



       Executive severance costs                               -                                               215                                                               1,432



       Executive sign-on bonuses & relocation costs            -                                                                                                                  845



       Present4D impairment (5)                                -                                               617                                                               2,152



       Restructuring costs (6)                             1,243                                                                                             15,806



       Strategic impairments and write-offs (7)                -                                            35,213                                                              35,213



       Contingent consideration fair value adjustment          -                                             (926)                                                              (926)




       Adjusted EBITDA                                             $
              11,073                                                $
              8,144                 $
             9,929     $
        29,687




       Adjusted EBITDA margin (8)                           11.9                                      7.8
            %                                             3.3
                                                                %                                                                                                 %       7.7
           %



                            (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").
                             We retained outside legal counsel and
                             forensic accountants to conduct a
                             comprehensive review of our pricing
                             and other practices under the
                             Contracts (the "Review"). During the
                             twelve months ended December 31, 2020
                             and December 31, 2019, we reduced our
                             total sales by $0.6 million and $5.8
                             million, respectively (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 $1.2
                             million in advisory fees incurred
                             during 2019.




                            (3) During the fourth quarter of 2019,
                             we recorded a charge of $12.8,
                             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 hardware
                             product portfolio and cease selling
                             certain products.




                            (4) During the fourth quarter of 2019,
                             we accrued a recall charge for labor
                             and parts related to a small portion
                             of previously sold measurement
                             devices that were outside the
                             manufacturer's standard warranty due
                             to safety concerns. During the fourth
                             quarter of 2020, we recognized a
                             charge related to the replacement of
                             a prior generation product that was
                             exhibiting lower than desired
                             reliability as part of our ongoing
                             focus on customer satisfaction.




                            (5) 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. In July
                             2019, we originated a $0.5 million
                             note with present4D, which we may
                             convert into additional equity in
                             present4D at our discretion in the
                             event of a default. As we no longer
                             intend to provide future support to
                             present4D or obtain the
                             aforementioned additional share
                             capital in the future and no longer
                             intend to use the perpetual and
                             royalty-free, non-exclusive,
                             transferable and sublicensable
                             license granted to us to use
                             present4D's software, we wrote off
                             the investment in, and our note
                             receivable with, present4D and
                             recognized a total loss of $2.2
                             million during the twelve months
                             ended December 31, 2019, which is
                             included in Other expense, net.




                            (6) On February 14, 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. In connection with the
                             Restructuring Plan, we recorded a
                             pre-tax charge of approximately
                             $15.8 million during the twelve
                             months ended December 31, 2020
                             primarily consisting of severance and
                             related benefits.




                            (7) Because the historical and
                             projected future performance of
                             certain of our recently acquired
                             operations were lower than our
                             expectations, and due to changes in
                             our go forward strategy in connection
                             with our new strategic plan, we
                             incurred an impairment loss of $35.2
                             million during the fourth quarter of
                             2019, which included $21.2 million in
                             goodwill, $10.5 million in intangible
                             assets associated with recent
                             acquisitions, $1.4 million in
                             intangible assets related to
                             capitalized patents and $2.1 million
                             in other asset write-downs.




                            (8) Calculated as Adjusted EBITDA as a
                             percentage of Non-GAAP total sales,
                             which adjusts for the GSA sales
                             adjustment.

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