FARO Announces Third Quarter Financial Results

LAKE MARY, Fla., Oct. 28, 2020 /PRNewswire/ -- FARO® (Nasdaq: FARO), a global leader of 3D measurement, imaging and realization solutions for the 3D Metrology, AEC (Architecture, Engineering & Construction), and Public Safety Analytics markets, today announced its financial results for the third quarter ended September 30, 2020.

"In the third quarter we saw improving sequential performance as global economies began to reopen and our customers resumed their capital investment plans. Additionally, we continued to progress on our strategic initiatives both organically with positive customer response to our recently announced new products and inorganically with our Digital Twin initiative enabled through the August acquisition of Advanced Technical Solutions ("ATS")," stated Michael Burger, President and Chief Executive Officer. "While near-term demand remains below the 2019 level, we have gained confidence that our second quarter represents the trough in demand, as we continue to experience increased customer activity levels. As importantly, as evidenced by our third quarter results, we expect the cost reduction actions taken earlier this year will drive strong operating leverage and profit growth as demand returns to normalized levels."

Third Quarter 2020 Financial Summary
Total sales were $70.7 million for third quarter 2020 representing a 17% sequential quarterly increase when compared to $60.6 million in the second quarter 2020, and a 22% decrease when compared with $90.5 million for third 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 $72.0 million increased 17% sequentially compared to $61.4 million in the second quarter 2020, but were down 24% when compared to $94.9 million for the third quarter 2019.

Gross margin was 51.3% for the third quarter 2020, as compared to 56.1% for the same prior year period. Non-GAAP gross margin was 51.5% for the third quarter 2020 compared to 56.4% for the third quarter 2019. The annual decrease in gross margin was primarily a result of the impact of lower sales resulting from the COVID-19 pandemic.

Operating expense, which includes $0.2 million of non-recurring charges, was $41.2 million for the third quarter 2020, as compared to $56.7 million for the same prior year period. Non-GAAP operating expense was $38.5 million for the third quarter 2020 compared to $51.1 million for the third quarter 2019.

Net loss was $3.0 million, or $0.17 per share, for the third quarter 2020, as compared to a net loss of $6.2 million, or $0.36 per share, for the third quarter 2019. Non-GAAP net loss was $1.3 million, or $0.08 per share, for the third quarter 2020 compared to Non-GAAP net loss of $0.2 million, or $0.01 per share, for the third quarter 2019.

Adjusted EBITDA was $0.8 million, or 1% of Non-GAAP total sales, for the third quarter of 2020 compared to Adjusted EBITDA of $3.8 million, or 4% of Non-GAAP total sales, for the third 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 decreased $10.3 million to $163.6 million as of the end of the third quarter of 2020, and the Company remained debt-free.

Conference Call
The Company will host a conference call to discuss these results on Wednesday, October 29, 2020 at 8:00 a.m. ET. Interested parties can access the conference call by dialing (800) 459-5346 (U.S.) or +1 (203) 518-9544 (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 margin, non-GAAP operating expenses, non-GAAP net (loss) income and non-GAAP net (loss) income 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, executive severance costs, executive sign-on bonuses and relocation costs, Present4D impairment charges, restructuring charges, and other tax adjustments, and are provided to enhance investors' overall understanding of our historical operations and financial performance.

In addition, we present Adjusted EBITDA, which is calculated as net loss before interest expense, net, income tax benefit and depreciation and amortization, excluding (gain) loss on foreign currency transactions, the GSA sales adjustment, stock-based compensation, advisory fees incurred related to the GSA Matter, executive severance costs, executive sign-on bonuses and relocation costs, Present4D impairment charges, and restructuring costs, as measures of our operating profitability. The most directly comparable GAAP measure to Adjusted EBITDA is net loss.

Management believes that these non-GAAP financial measures provide investors with relevant period-to-period comparisons of our core operations using the same methodology that management employs in its review of the 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 strategic and restructuring plans and initiatives, including but not limited to the additional restructuring charges expected to be incurred in connection with FARO's restructuring plan and the timing and amount of cost savings and other benefits expected to be realized from the restructuring plan and go-to-market strategy, FARO's ability to achieve strategic objectives and other benefits expected to be realized from the Company's acquisition of the ATS business, and FARO's growth and profitability 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 "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" or words of similar meaning 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 inability 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 Company's inability to realize the intended benefits of the
        technology, products, operations, contracts and personnel of the ATS
        business;
    --  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, 2019 and in
        Part II, Item 1A. Risk Factors in the Company's Quarterly Report on Form
        10-Q for the quarters ended March 31, 2020, June 30, 2020 and September
        30, 2020.

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                                                    
            Nine Months Ended

                                                                                                                                                  ---

                   (in thousands, except share
                    and per share data)        September 30,                       September 30, 2                         September 30,                         September 30,
                                                        2020                                    019                                   2020                                   2019

    ---                                                                                                                                                                    ---


       Sales



       Product                                               $
            48,082                                                               $
            66,788                        $
        146,866      $
         209,411



       Service                                       22,654                                              23,728                                                          63,949             68,213




       Total sales                                   70,736                                              90,516                                                         210,815            277,624




       Cost of Sales



       Product                                       22,413                                              27,086                                                          66,812             85,542



       Service                                       12,025                                              12,658                                                          34,936             37,551




       Total cost of sales                           34,438                                              39,744                                                         101,748            123,093




       Gross Profit                                  36,298                                              50,772                                                         109,067            154,531



       Operating Expenses


        Selling, general and
         administrative                               30,163                                              45,880                                                          96,523            131,909


        Research and development                      10,754                                              10,783                                                          31,355             33,048



       Restructuring costs                              239                                                                                                             14,563



        Total operating expenses                      41,156                                              56,663                                                         142,441            164,957




       Loss from operations                         (4,858)                                            (5,891)                                                       (33,374)          (10,426)




       Other (income) expense


        Interest expense (income), net                   161                                                (24)                                                            407                 72


        Other (income) expense, net                    (256)                                                514                                                             334               2398



        Loss before income tax benefit               (4,763)                                            (6,381)                                                       (34,115)          (12,896)




       Income tax benefit                           (1,739)                                              (182)                                                        (7,336)             (444)




       Net loss                                             $
            (3,024)                                                             $
            (6,199)                      $
        (26,779)    $
         (12,452)



        Net loss per share -Basic                             $
            (0.17)                                                              $
            (0.36)                        $
        (1.51)      $
         (0.72)



        Net loss per share -Diluted                           $
            (0.17)                                                              $
            (0.36)                        $
        (1.51)      $
         (0.72)



        Weighted average shares -
         Basic                                    17,797,390                                          17,367,228                                                      17,757,359         17,352,386



        Weighted average shares -
         Diluted                                  17,797,390                                          17,367,228                                                      17,757,359         17,352,386


                                                
             
                FARO TECHNOLOGIES, INC. AND SUBSIDIARIES


                                                        
             CONDENSED CONSOLIDATED BALANCE SHEETS




                     (in thousands, except share and
                      per share data)                             September 30,                                 December 31,
                                                           2020 (unaudited)                                             2019

    ---                                                                                                                  ---


       
                ASSETS



       Current assets:


        Cash and cash equivalents                                                 $
              163,637                                  $
      133,634


        Short-term investments                                                -                                                24,870


        Accounts receivable, net                                         47,533                                                 76,162



       Inventories, net                                                 50,004                                                 58,554


        Prepaid expenses and other
         current assets                                                  23,566                                                 28,996




       Total current assets                                            284,740                                                322,216




       Non-current assets:


        Property, plant and equipment,
         net                                                             22,962                                                 26,954


        Operating lease right-of-use
         asset                                                           15,060                                                 18,418



       Goodwill                                                         55,640                                                 49,704


        Intangible assets, net                                           13,475                                                 14,471


        Service and sales demonstration
         inventory, net                                                  33,181                                                 33,349


        Deferred income tax assets, net                                  23,833                                                 18,766


        Other long-term assets                                            2,835                                                  2,964




       Total assets                                                              $
              451,726                                  $
      486,842



                     LIABILITIES AND SHAREHOLDERS' EQUITY



       Current liabilities:



       Accounts payable                                                            $
              9,096                                   $
      13,718



       Accrued liabilities                                              37,622                                                 38,072



       Income taxes payable                                                211                                                  5,182


        Current portion of unearned
         service revenues                                                37,523                                                 39,211



       Customer deposits                                                 3,912                                                  3,108



       Lease liability                                                   5,089                                                  6,674



        Total current liabilities                                        93,453                                                105,965


        Unearned service revenues -less
         current portion                                                 19,354                                                 20,578


        Lease liability -less current
         portion                                                         11,781                                                 13,698


        Deferred income tax liabilities                                     734                                                    357


        Income taxes payable -less
         current portion                                                 12,058                                                 13,177


        Other long-term liabilities                                       1,016                                                  1,075




       Total liabilities                                               138,396                                                154,850




       Shareholders' equity:


        Common stock -par value $.001,
         50,000,000 shares authorized;
         19,231,375 and 18,988,379
         issued, respectively;
         17,832,934 and 17,576,618
         outstanding, respectively                                           19                                                     19


        Additional paid-in capital                                      276,779                                                267,868



       Retained earnings                                                86,100                                                112,879


        Accumulated other comprehensive
         loss                                                          (18,526)                                              (17,399)


        Common stock in treasury, at
         cost; 1,398,441 and 1,411,761
         shares, respectively                                          (31,042)                                              (31,375)



        Total shareholders' equity                                      313,330                                                331,992



        Total liabilities and
         shareholders' equity                                                     $
              451,726                                  $
      486,842


                                                    
              
                FARO TECHNOLOGIES, INC. AND SUBSIDIARIES


                                                       
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                         
              (UNAUDITED)




                                                                                       
              Nine Months Ended




       
                (in thousands)                                    September 30,                                 September 30,
                                                                                2020                                           2019

    ---                                                                                                                        ---


       Cash flows from:



       Operating activities:



       Net loss                                                                       $
              (26,779)                                   $
       (12,452)


        Adjustments to reconcile net loss to net cash provided by
         operating activities:



       Depreciation and amortization                                         10,631                                                   14,203



       Stock-based compensation                                               6,428                                                    8,703


        Provisions for bad debts, net of recoveries                              435                                                    1,000



       Loss on disposal of assets                                               351                                                      552


        Provision for excess and obsolete inventory                              778                                                    2,431



       Deferred income tax benefit                                          (4,961)                                                    (69)


        Impairment charge on equity method
         investment                                                                -                                                   1,535



       Change in operating assets and liabilities:



       Decrease (Increase) in:



       Accounts receivable                                                   28,132                                                   21,883



       Inventories                                                            5,101                                                  (9,471)


        Prepaid expenses and other current assets                              9,391                                                      640



       Increase (Decrease) in:


        Accounts payable and accrued liabilities                            (10,006)                                                 (6,934)



       Income taxes payable                                                 (6,109)                                                 (3,679)



       Customer deposits                                                        815                                                    (685)



       Unearned service revenues                                            (3,391)                                                   5,809



        Net cash provided by operating activities                             10,816                                                   23,466




       Investing activities:


        Purchases of property and equipment                                  (2,833)                                                 (5,922)



       Proceeds from sale of investments                                     25,000                                                   33,700



       Purchases of investments                                                   -                                                (33,700)



       Proceeds from asset sales                                                768



       Payments for intangible assets                                         (813)                                                 (2,035)


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



       Loan originated to affiliate                                               -                                                   (549)



        Net cash provided by (used in) investing
         activities                                                           16,086                                                  (8,506)




       Financing activities:



       Payments on finance leases                                             (237)                                                   (273)


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


        Payments for taxes related to net share
         settlement of equity awards                                         (2,568)                                                 (1,389)


        Proceeds from issuance of stock related to
         stock option exercises                                                5,384                                                    2,328



        Net cash provided by (used in) financing
         activities                                                            1,846                                                  (2,435)



        Effect of exchange rate changes on cash and
         cash equivalents                                                      1,255                                                  (2,225)



        Increase in cash and cash equivalents                                 30,003                                                   10,300


        Cash and cash equivalents, beginning of
         period                                                              133,634                                                  108,783



        Cash and cash equivalents, end of period                                        $
              163,637                                     $
       119,083


                                                                                  
              
             FARO TECHNOLOGIES, INC. AND SUBSIDIARIES


                                                                                            
           RECONCILIATION OF GAAP TO NON-GAAP


                                                                                                    
              (UNAUDITED)




                                                           Three Months Ended September 30,                              Nine Months Ended September 30,

                                                                                                                               ---

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

    ---                                                                                                                                                ---

        Total sales, as reported                              $
              70,736                                        $
              90,516                       $
              210,815      $
            277,624


        GSA sales adjustment (1)                         -                                                                                             608                    5,840



        Non-GAAP total sales                                  $
              70,736                                        $
              90,516                       $
              211,423      $
            283,464





        Gross profit, as reported                             $
              36,298                                        $
              50,772                       $
              109,067      $
            154,531


        GSA sales adjustment (1)                         -                                                                                             608                    5,840


        Stock-based compensation (2)                   127                                          270                                                  491                      770



        Non-GAAP adjustments to gross
         profit                                        127                                          270                                                1,099                    6,610



        Non-GAAP gross profit                                 $
              36,425                                        $
              51,042                       $
              110,166      $
            161,141



        Gross margin, as reported                     51.3                                         56.1
                                                         %                                           %                                      51.7
            %          55.7
            %


        Non-GAAP gross margin                         51.5                                         56.4
                                                         %                                           %                                      52.1
            %          56.8
            %




        Operating expenses, as
         reported                                             $
              41,156                                        $
              56,663                       $
              142,441      $
            164,957


        Advisory fees for GSA Matter
         (3)                                            -                                                                                                                 (1,244)


        Stock-based compensation (2)               (1,957)                                     (3,117)                                             (5,937)                 (7,933)


        Restructuring costs (4)                      (239)                                                                                        (14,563)


        Executive severance costs                        -                                     (1,217)                                                                     (1,217)


        Executive sign-on bonuses &
         relocation costs                                -                                       (270)                                                                       (845)


        Purchase accounting intangible
         amortization                                (493)                                       (924)                                             (1,465)                 (2,665)



        Non-GAAP adjustments to
         operating expenses                        (2,689)                                     (5,528)                                            (21,965)                (13,904)



        Non-GAAP operating expenses                           $
              38,467                                        $
              51,135                       $
              120,476      $
            151,053





        Loss from operations, as
         reported                                            $
              (4,858)                                      $
              (5,891)                     $
              (33,374)    $
            (10,426)


        Non-GAAP adjustments to gross
         profit                                        127                                          270                                                1,099                    6,610


        Non-GAAP adjustments to
         operating expenses                          2,689                                        5,528                                               21,965                   13,904



        Non-GAAP (loss) income from
         operations                                          $
              (2,042)                                         $
              (93)                     $
              (10,310)      $
            10,088





        Other (income) expense, net,
         as reported                                            $
              (95)                                          $
              490                           $
              741        $
            2,470


        Interest expense increase due
         to GSA sales adjustment (1)                 (161)                                       (145)                                               (559)                   (632)


        Present4D impairment (5)                         -                                                                                                                 (1,535)



        Non-GAAP adjustments to other
         expense, net                                (161)                                       (145)                                               (559)                 (2,167)



        Non-GAAP other (income)
         expense, net                                          $
              (256)                                          $
              345                           $
              182          $
            303





        Net loss, as reported                                $
              (3,024)                                      $
              (6,199)                     $
              (26,779)    $
            (12,452)


        Non-GAAP adjustments to gross
         profit                                        127                                          270                                                1,099                    6,610


        Non-GAAP adjustments to
         operating expenses                          2,689                                        5,528                                               21,965                   13,904


        Non-GAAP adjustments to other
         expense, net                                  161                                          145                                                  559                    2,167


        Income tax effect of non-GAAP
         adjustments                               (1,292)                                     (1,452)                                             (4,930)                 (4,484)


        Other tax adjustments (6)                        -                                       1,555                                                                        2,419



        Non-GAAP net (loss) income                           $
              (1,339)                                        $
              (153)                      $
              (8,086)       $
            8,164





        Net loss per share -Diluted,
         as reported                                          $
              (0.17)                                       $
              (0.36)                       $
              (1.51)      $
            (0.72)


        GSA sales adjustment (1)                         -                                        0.00                                                 0.03                     0.34


        Stock-based compensation (2)                  0.12                                         0.19                                                 0.36                     0.50


        Advisory fees for GSA Matter
         (3)                                            -                                                                                                                    0.07


        Restructuring costs (4)                       0.01                                                                                             0.82


        Executive severance costs                        -                                        0.07                                                                         0.07


        Executive sign-on bonuses &
         relocation costs                                -                                        0.02                                                                         0.05


        Purchase accounting intangible
         amortization                                 0.03                                         0.05                                                 0.08                     0.15


        Interest expense increase due
         to GSA sales adjustment (1)                  0.01                                         0.01                                                 0.03                     0.04


        Present4D impairment (5)                         -                                                                                                                    0.09


        Income tax effect of non-GAAP
         adjustments                                (0.08)                                      (0.08)                                              (0.27)                  (0.26)


        Other tax adjustments (6)                        -                                        0.09                                                                         0.14



        Non-GAAP net (loss) income
         per share - Diluted                                  $
              (0.08)                                       $
              (0.01)                       $
              (0.46)        $
            0.47



                            (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 nine months ended
                             September 30, 2020 and September 30,
                             2019, we reduced our total sales by
                             $0.6 million and $5.8 million,
                             respectively, (the "GSA sales
                             adjustment") and recorded imputed
                             interest expense of $0.6 million and
                             $0.6 million, respectively, related
                             to the GSA Matter.




                            (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.




                            (3) 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 the nine months
                             ended September 30, 2019.




                            (4) 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 $14.6 million
                             during the first nine months of 2020
                             primarily consisting of severance
                             and related benefits.




                            (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. During
                             the second quarter of 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.




                            (6) Driven primarily by return-to-
                             provision adjustments identified in
                             the preparation of our 2018 U.S. tax
                             return and changes in our reserve
                             for uncertain tax positions due to a
                             change in our judgment on the
                             recognition of a tax position.


                                                                        
              
                FARO TECHNOLOGIES, INC. AND SUBSIDIARIES


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


                                                                                             
              (UNAUDITED)




                                               Three Months Ended September 30,                               Nine Months Ended September 30,



                     (in thousands)       2020                                2019                      2020                                2019

    ---                                                                                                                                   ---


       Net loss                                 $
              (3,024)                                         $
              (6,199)                 $
             (26,779)    $
        (12,452)


        Interest expense (income), net     161                                            (24)                                             407                      72



       Income tax benefit             (1,739)                                          (182)                                         (7,336)                  (444)


        Depreciation and amortization    3,352                                           4,798                                           10,631                  14,120




       EBITDA                         (1,250)                                        (1,607)                                        (23,077)                  1,296


        (Gain) Loss on foreign
         currency transactions           (256)                                            514                                              334                     863


        Stock-based compensation         2,084                                           3,387                                            6,429                   8,703


        GSA sales adjustment (1)             -                                                                                            608                   5,840


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


        Executive severance costs            -                                          1,217                                                                   1,217


        Executive sign-on bonuses &
         relocation costs                    -                                            270                                                                     845


        Present4D impairment (3)             -                                                                                                                 1,535


        Restructuring costs (4)            239                                                                                          14,563




       Adjusted EBITDA                              $
              817                                            $
              3,781                   $
             (1,143)     $
         21,543



        Adjusted EBITDA margin (5)         1.2                                             4.2                                            (0.5)
                                             %                                              %                                               %          7.6
            %



                            (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"). During the
                             nine months ended September 30, 2020
                             and September 30, 2019, we reduced
                             our total sales by $0.6 million and
                             $5.8 million, respectively, (the
                             "GSA sales adjustment") and recorded
                             imputed interest expense of $0.6
                             million and $0.6 million,
                             respectively, related to the GSA
                             Matter.




                            (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 the nine months
                             ended September 30, 2019.




                            (3) 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 second quarter of 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.




                            (4) 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 $14.6 million
                             during the first nine months of 2020
                             primarily consisting of severance
                             and related benefits.




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

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SOURCE FARO