SEC Comment Letter 0000000000-24-003681 to FARO TECHNOLOGIES INC (FARO) (CIK 0000917491)
FARO TECHNOLOGIES INC (FARO) (CIK 0000917491)
Date: April 5, 2024 · CIK: 0000917491 · Accession: 0000000000-24-003681
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File numbers found in text: 000-23081
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United States securities and exchange commission logo April 5, 2024 Matthew Horwath SVP & Chief Financial Officer FARO TECHNOLOGIES INC 125 Technology Park Lake Mary, Florida 32746 Re:FARO TECHNOLOGIES INC 10-K filed February 28, 2024 Filed February 28, 2024 8-K Filed February 27, 2024 File No. 000-23081 Dear Matthew Horwath: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 8-K Filed February 27, 2024 Exhibit 99.1 1.We note that several of your non-GAAP performance measures include an adjustment of $9.3 million for an inventory reserve charge. With reference to Note 19 to the fiscal year 2023 financial statements, we note that this charge is for inventory and related purchase commitments after evaluating your product portfolio in connection with the Integration Plan. With reference to ASC 420-10-S99-3, please tell us your consideration of the guidance in Question 100.01 the Compliance and Disclosure Interpretations for Non- GAAP Financial Measures. 2.We note for non-GAAP net loss and non-GAAP net loss per share – diluted for fiscal year 2023 that you have included a $16 million adjustment for other tax adjustments. Please provide us with a more comprehensive explanation of the components of this adjustment with a view toward providing better disclosure for the adjustment and how those
FirstName LastNameMatthew Horwath Comapany NameFARO TECHNOLOGIES INC April 5, 2024 Page 2 FirstName LastName Matthew Horwath FARO TECHNOLOGIES INC April 5, 2024 Page 2 adjustments comply with the guidance in Question 102.11 the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures. 3.We note that you included fair value adjustments as part of your calculation of EBITDA for fiscal year 2022. Please tell us what the fair value adjustment is for and how you concluded this type of adjustment is within the definition of EBITDA. Refer to Question 103.01 the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Tracey Houser at 202-551-3736 or Nudrat Salik at 202-551-3692 with any questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services
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United States securities and exchange commission logo
April 5, 2024
Matthew Horwath
SVP & Chief Financial Officer
FARO TECHNOLOGIES INC
125 Technology Park
Lake Mary, Florida 32746
Re:FARO TECHNOLOGIES INC
10-K filed February 28, 2024
Filed February 28, 2024
8-K Filed February 27, 2024
File No. 000-23081
Dear Matthew Horwath:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 8-K Filed February 27, 2024
Exhibit 99.1
1.We note that several of your non-GAAP performance measures include an adjustment of
$9.3 million for an inventory reserve charge. With reference to Note 19 to the fiscal year
2023 financial statements, we note that this charge is for inventory and related purchase
commitments after evaluating your product portfolio in connection with the Integration
Plan. With reference to ASC 420-10-S99-3, please tell us your consideration of the
guidance in Question 100.01 the Compliance and Disclosure Interpretations for Non-
GAAP Financial Measures.
2.We note for non-GAAP net loss and non-GAAP net loss per share – diluted for fiscal year
2023 that you have included a $16 million adjustment for other tax adjustments. Please
provide us with a more comprehensive explanation of the components of this adjustment
with a view toward providing better disclosure for the adjustment and how those
FirstName LastNameMatthew Horwath
Comapany NameFARO TECHNOLOGIES INC
April 5, 2024 Page 2
FirstName LastName
Matthew Horwath
FARO TECHNOLOGIES INC
April 5, 2024
Page 2
adjustments comply with the guidance in Question 102.11 the Compliance and Disclosure
Interpretations for Non-GAAP Financial Measures.
3.We note that you included fair value adjustments as part of your calculation of EBITDA
for fiscal year 2022. Please tell us what the fair value adjustment is for and how you
concluded this type of adjustment is within the definition of EBITDA. Refer to Question
103.01 the Compliance and Disclosure Interpretations for Non-GAAP Financial
Measures.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
Please contact Tracey Houser at 202-551-3736 or Nudrat Salik at 202-551-3692 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services