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SEC Comment Letter 0000000000-24-004811 to FARO TECHNOLOGIES INC (FARO) (CIK 0000917491)

FARO TECHNOLOGIES INC (FARO) (CIK 0000917491)
Date: April 30, 2024 · CIK: 0000917491 · Accession: 0000000000-24-004811

AI Filing Summary & Sentiment

File numbers found in text: 000-23081

Referenced dates: April 19, 2024

Date
April 30, 2024
Author
Not clearly detected
Form
UPLOAD
Company
FARO TECHNOLOGIES INC (FARO) (CIK 0000917491)

Letter

United States securities and exchange commission logo April 30, 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 8-K Filed February 27, 2024 Response Letter Dated April 19, 2024 File No. 000-23081 Dear Matthew Horwath: We have reviewed your April 19, 2024 response to our comment letter 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. Unless we note otherwise, any references to prior comments are to comments in our April 5, 2024 letter. Form 8-K Filed February 27, 2024 Exhibit 99.1 1.We note your response to comment 1. Notwithstanding its scope and magnitude, the inventory impairment charges recognized following the decision to simplify your product portfolio, discontinue certain legacy products, and cancel purchase commitments do not appear to be outside the normal course of your operations. With reference to Question 100.01 of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures and ASC 420-10-S99-3, please confirm that you will no longer exclude these inventory impairments from your non-GAAP adjustments. 2.We note your response to comment 2, including the disclosure you intend to provide for your tax adjustments. Please further expand the disclosure for the other tax adjustments to clearly disclose the nature and amount of each component that is material to non-GAAP

FirstName LastNameMatthew Horwath Comapany NameFARO TECHNOLOGIES INC April 30, 2024 Page 2 FirstName LastName Matthew Horwath FARO TECHNOLOGIES INC April 30, 2024 Page 2 net income (loss) for each period presented. In this regard, the draft disclosure identifies two components leaving approximately $4.7 million of the $16 million adjustment unidentified compared to non-GAAP net loss of $2.4 million for fiscal year 2023. Please contact Tracey Houser at 202-551-3736 or Nudrat Salik at 202-551-3692 if you have questions regarding comments on the financial statements and related matters. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services

Show Raw Text
United States securities and exchange commission logo
April 30, 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
8-K Filed February 27, 2024
Response Letter Dated April 19, 2024
File No. 000-23081
Dear Matthew Horwath:
            We have reviewed your April 19, 2024 response to our comment letter 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. Unless
we note otherwise, any references to prior comments are to comments in our April 5, 2024 letter.
Form 8-K Filed February 27, 2024
Exhibit 99.1
1.We note your response to comment 1.  Notwithstanding its scope and magnitude, the
inventory impairment charges recognized following the decision to simplify your product
portfolio, discontinue certain legacy products, and cancel purchase commitments do not
appear to be outside the normal course of your operations.  With reference to Question
100.01 of the Compliance and Disclosure Interpretations for Non-GAAP Financial
Measures and ASC 420-10-S99-3, please confirm that you will no longer exclude these
inventory impairments from your non-GAAP adjustments.
2.We note your response to comment 2, including the disclosure you intend to provide for
your tax adjustments.  Please further expand the disclosure for the other tax adjustments to
clearly disclose the nature and amount of each component that is material to non-GAAP

 FirstName LastNameMatthew Horwath
 Comapany NameFARO TECHNOLOGIES INC
 April 30, 2024 Page 2
 FirstName LastName
Matthew Horwath
FARO TECHNOLOGIES INC
April 30, 2024
Page 2
net income (loss) for each period presented.  In this regard, the draft disclosure identifies
two components leaving approximately $4.7 million of the $16 million adjustment
unidentified compared to non-GAAP net loss of $2.4 million for fiscal year 2023.
            Please contact Tracey Houser at 202-551-3736 or Nudrat Salik at 202-551-3692 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services