FARO Technologies(FARO) - 2020 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION This section presents FARO Technologies, Inc.'s unaudited condensed consolidated financial statements, management's analysis, market risk, and internal controls Item 1. Financial Statements This section presents FARO Technologies, Inc.'s unaudited condensed consolidated financial statements for Q2 2020, covering balance sheets, operations, comprehensive loss, cash flows, and equity, with detailed notes Condensed Consolidated Balance Sheets This section presents FARO Technologies, Inc.'s unaudited condensed consolidated balance sheets as of June 30, 2020, and December 31, 2019 Condensed Consolidated Balance Sheets (in thousands) | Item | June 30, 2020 (Unaudited) | December 31, 2019 | | :------------------------------------ | :------------------------ | :------------------ | | ASSETS | | | | Cash and cash equivalents | $173,700 | $133,634 | | Short-term investments | — | $24,870 | | Accounts receivable, net | $48,113 | $76,162 | | Inventories, net | $53,425 | $58,554 | | Total current assets | $296,033 | $322,216 | | Total assets | $453,307 | $486,842 | | LIABILITIES AND SHAREHOLDERS' EQUITY | | | | Total current liabilities | $101,135 | $105,965 | | Total liabilities | $144,746 | $154,850 | | Total shareholders' equity | $308,561 | $331,992 | | Total liabilities and shareholders' equity | $453,307 | $486,842 | - Total assets decreased from $486.8 million at December 31, 2019, to $453.3 million at June 30, 2020[10] - Cash and cash equivalents increased by $40.1 million to $173.7 million at June 30, 2020, from $133.6 million at December 31, 2019[10] Condensed Consolidated Statements of Operations This section presents FARO Technologies, Inc.'s unaudited condensed consolidated statements of operations for Q2 2020 and 2019 Condensed Consolidated Statements of Operations (in thousands) | Item | Three Months Ended June 30, 2020 | Three Months Ended June 30, 2019 | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total sales | $60,564 | $93,491 | $140,079 | $187,108 | | Gross Profit | $28,896 | $50,740 | $72,769 | $103,759 | | Loss from operations | $(11,962) | $(4,893) | $(28,516) | $(4,535) | | Net loss | $(8,932) | $(6,405) | $(23,755) | $(6,253) | | Net loss per share - Basic | $(0.50) | $(0.37) | $(1.34) | $(0.36) | - Total sales decreased by 35.2% for the three months ended June 30, 2020, and by 25.1% for the six months ended June 30, 2020, primarily due to the COVID-19 pandemic[103][107] - Net loss increased significantly for both the three-month and six-month periods ended June 30, 2020, compared to the prior year, reaching $(8.9) million and $(23.8) million, respectively[15][106][108] Condensed Consolidated Statements of Comprehensive Loss This section presents FARO Technologies, Inc.'s unaudited condensed consolidated statements of comprehensive loss for Q2 2020 and 2019 Condensed Consolidated Statements of Comprehensive Loss (in thousands) | Item | Three Months Ended June 30, 2020 | Three Months Ended June 30, 2019 | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net loss | $(8,932) | $(6,405) | $(23,755) | $(6,253) | | Currency translation adjustments, net of income taxes | $(1,688) | $1,263 | $(5,466) | $(301) | | Comprehensive loss | $(10,620) | $(5,142) | $(29,221) | $(6,554) | - Comprehensive loss for the six months ended June 30, 2020, was $(29.2) million, significantly higher than $(6.6) million in the prior year, largely due to increased net loss and negative currency translation adjustments[17] Condensed Consolidated Statements of Cash Flows This section presents FARO Technologies, Inc.'s unaudited condensed consolidated statements of cash flows for H1 2020 and 2019 Condensed Consolidated Statements of Cash Flows (in thousands) | Item | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :------------------------------------ | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $16,064 | $17,744 | | Net cash provided by (used in) investing activities | $23,437 | $(4,926) | | Net cash provided by (used in) financing activities | $1,285 | $(1,142) | | Increase in cash and cash equivalents | $40,066 | $11,821 | | Cash and cash equivalents, end of period | $173,700 | $120,604 | - Cash and cash equivalents increased by $40.1 million during the six months ended June 30, 2020, primarily driven by investing activities, including proceeds from the sale of investments[21][109] Condensed Consolidated Statements of Shareholders' Equity This section presents FARO Technologies, Inc.'s unaudited condensed consolidated statements of shareholders' equity as of January 1 and June 30, 2020 Condensed Consolidated Statements of Shareholders' Equity (in thousands) | Item | Balance January 1, 2020 | Balance June 30, 2020 | | :------------------------------------ | :---------------------- | :-------------------- | | Common Stock Amounts | $19 | $19 | | Additional Paid-in Capital | $267,868 | $273,325 | | Retained Earnings | $112,879 | $89,124 | | Accumulated Other Comprehensive Loss | $(17,399) | $(22,865) | | Common Stock in Treasury | $(31,375) | $(31,042) | | Total Shareholders' Equity | $331,992 | $308,561 | - Total shareholders' equity decreased from $332.0 million at January 1, 2020, to $308.6 million at June 30, 2020, mainly due to net loss and negative currency translation adjustments[25] Notes to Condensed Consolidated Financial Statements This section provides detailed notes to FARO Technologies, Inc.'s unaudited condensed consolidated financial statements, explaining accounting policies and line items NOTE 1 – DESCRIPTION OF BUSINESS FARO designs, manufactures, and markets 3D measurement and imaging solutions, reorganized to a single segment in Q4 2019, and disposed of Photonics and 3D Design assets in Q2 2020 - FARO designs, develops, manufactures, markets, and supports software-driven 3D measurement and imaging solutions[28] - In Q4 2019, the company reorganized from a vertical structure to a functional structure, now reporting as one segment[28] - In Q2 2020, FARO disposed of its Photonics business and 3D Design related assets[28] Reclassification and Related Changes to Presentation FARO reclassified prior year amounts, moving depreciation and amortization to departmental costs, combining selling and marketing with general and administrative, and reclassifying software maintenance revenue to product categories - Depreciation and amortization expenses are now reported within departmental costs, previously a separate operating expense line item[29] - Selling and marketing expenses and general and administrative expenses are now combined into a single 'Selling, general and administrative' line item[32] - Software maintenance revenue and its cost of sales have been reclassified from service sales/cost of sales to product sales/cost of sales[32] COVID-19 and Impact On Our Business The COVID-19 pandemic significantly impacted FARO's business in Q2 2020, causing a demand decline, but the company adapted with virtual sales and maintained a strong capital structure with $173.7 million in cash and no debt - Experienced a significant decline in demand for products and services across all markets in Q2 2020 due to COVID-19[40] - Adapted to a virtual environment, seeing increased attendance in virtual training and product seminars[40] - Maintains a strong capital structure with $173.7 million in cash and no debt as of June 30, 2020, believing liquidity is adequate for the foreseeable future[40] NOTE 2 – PRINCIPLES OF CONSOLIDATION FARO's consolidated financial statements include all wholly-owned subsidiaries, eliminating intercompany transactions, with foreign subsidiary statements translated using period-end and average rates - Consolidated financial statements include all wholly-owned subsidiaries, eliminating intercompany transactions[41] - Foreign subsidiary financial statements are translated using period-end rates for balance sheet items and average rates for income statement items; translation adjustments are part of accumulated other comprehensive loss[41] NOTE 3 – BASIS OF PRESENTATION The unaudited condensed consolidated financial statements are prepared under U.S. GAAP for interim reporting, relying on management estimates, and interim results are not indicative of full-year or future performance - Financial statements are unaudited and prepared under U.S. GAAP for interim reporting, including normal recurring accruals and adjustments[42] - Management's estimates and assumptions are used, and actual results may differ materially[42] - Interim results are not necessarily indicative of full-year or future period performance[42] NOTE 4 – IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS FARO is assessing ASU 2019-12 and adopted ASUs 2016-02, 2016-13, and 2017-04, none of which had a material financial impact - Assessing impact of ASU No. 2019-12, Income Taxes (Topic 740), effective for fiscal years beginning after December 15, 2020[44] - Adopted ASU No. 2016-02, Leases (Topic 842), effective January 1, 2019, recognizing $18.9 million ROU assets and $19.9 million operating lease liabilities, with no material impact[45] - Adopted ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326), effective January 1, 2020, for trade receivables and U.S. Treasury Bills, with no material impact[45] - Early adopted ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350), in fiscal 2019, simplifying goodwill impairment test with no material impact[47] NOTE 5 – REVENUES FARO disaggregates revenue by sales type and timing, showing declines in product and service sales across all regions for Q2 2020, with revenue recognized upon shipment or over time Revenue by Sales Type (in thousands) | Sales Type | Three Months Ended June 30, 2020 | Three Months Ended June 30, 2019 | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Product sales | $42,259 | $71,045 | $98,784 | $142,622 | | Service sales | $18,305 | $22,446 | $41,295 | $44,486 | Revenue by Geography (in thousands) | Region | Three Months Ended June 30, 2020 | Three Months Ended June 30, 2019 | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | United States | $24,445 | $35,161 | $57,536 | $71,009 | | EMEA | $16,720 | $30,030 | $40,410 | $61,130 | | Other APAC | $10,582 | $15,387 | $26,069 | $30,429 | | China | $7,485 | $8,961 | $12,233 | $17,256 | | Other Americas | $1,332 | $3,952 | $3,831 | $7,284 | | Total sales | $60,564 | $93,491 | $140,079 | $187,108 | - Deferred cost asset related to deferred commissions was approximately $3.0 million as of June 30, 2020, and $3.1 million as of December 31, 2019[52] - Recognized $9.8 million and $22.0 million of deferred revenue during the three and six months ended June 30, 2020, respectively[54] NOTE 6 – SHORT-TERM INVESTMENTS FARO held no short-term investments as of June 30, 2020; at December 31, 2019, short-term investments totaled $24.8 million, consisting of U.S. Treasury Bills that matured in Q1 and Q2 2020 - No short-term investments held as of June 30, 2020[55] - Short-term investments at December 31, 2019, were $24.8 million, composed of U.S. Treasury Bills that matured in Q1 and Q2 2020[55] NOTE 7 – ACCOUNTS RECEIVABLE Accounts receivable, net, decreased to $48.1 million at June 30, 2020, from $76.2 million at December 31, 2019, while the allowance for credit losses increased to $4.0 million Accounts Receivable (in thousands) | Item | As of June 30, 2020 | As of December 31, 2019 | | :------------------------------------ | :------------------ | :---------------------- | | Accounts receivable | $52,151 | $79,611 | | Allowance for credit losses | $(4,038) | $(3,449) | | Total | $48,113 | $76,162 | Allowance for Credit Losses Activity (in thousands) | Item | Six Months Ended June 30, 2020 | | :------------------------------------ | :----------------------------- | | Beginning balance | $(3,449) | | Current period provision | $(1,237) | | Recoveries | $648 | | Ending balance | $(4,038) | NOTE 8 – INVENTORIES Inventories are valued at the lower of cost or net realizable value using FIFO; total inventories, net, decreased to $53.4 million at June 30, 2020, while long-term service and sales demonstration inventory increased to $34.1 million - Inventories are stated at the lower of cost or net realizable value using the FIFO method[59] Inventories (in thousands) | Item | As of June 30, 2020 | As of December 31, 2019 | | :------------------------------------ | :------------------ | :---------------------- | | Raw materials | $33,151 | $36,956 | | Finished goods | $20,274 | $21,598 | | Inventories, net | $53,425 | $58,554 | | Service and sales demonstration inventory, net | $34,130 | $33,349 | - Service and sales demonstration inventory is classified as a long-term asset[59] NOTE 9 – LOSS PER SHARE Basic loss per share is calculated by dividing net loss by weighted average shares; diluted loss per share excludes anti-dilutive potential common stock for periods with net losses Loss Per Share (Basic and Diluted) | Item | Three Months Ended June 30, 2020 | Three Months Ended June 30, 2019 | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net loss per share - Basic | $(0.50) | $(0.37) | $(1.34) | $(0.36) | | Net loss per share - Diluted | $(0.50) | $(0.37) | $(1.34) | $(0.36) | | Weighted average shares - Basic | 17,747,739 | 17,333,996 | 17,710,014 | 17,323,479 | | Weighted average shares - Diluted | 17,747,739 | 17,333,996 | 17,710,014 | 17,323,479 | - Approximately 767,458 potential common shares for 2020 and 702,202 for 2019 were excluded from diluted EPS calculations as they were anti-dilutive due to net losses[61] NOTE 10 – ACCRUED LIABILITIES Accrued liabilities totaled $43.0 million at June 30, 2020, including compensation, restructuring, and a GSA contingent liability; accrued warranties decreased to $1.6 million from $2.1 million Accrued Liabilities (in thousands) | Item | As of June 30, 2020 | | :------------------------------------ | :------------------ | | Accrued compensation and benefits | $12,501 | | Accrued restructuring costs | $7,072 | | Accrued warranties | $1,622 | | General services administration contract contingent liability | $12,891 | | Total | $42,975 | Accrued Warranties Activity (in thousands) | Item | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :------------------------------------ | :----------------------------- | :----------------------------- | | Balance, beginning of period | $2,090 | $2,571 | | Provision for warranty expense | $1,174 | $1,855 | | Fulfillment of warranty obligations | $(1,642) | $(1,982) | | Balance, end of period | $1,622 | $2,444 | NOTE 11 – FAIR VALUE MEASUREMENTS FARO's short-term financial instruments approximate fair value; contingent consideration liabilities, measured using Level 3 inputs, remained at $0.7 million as of June 30, 2020, and December 31, 2019 - Carrying amounts of short-term financial instruments approximate their fair value[66] Liabilities Measured at Fair Value (in thousands) | Item | As of June 30, 2020 (Level 3) | As of December 31, 2019 (Level 3) | | :------------------------------------ | :---------------------------- | :------------------------------ | | Contingent consideration | $733 | $733 | | Total | $733 | $733 | - Contingent consideration liabilities are estimated using a probability-weighted discounted cash flow model[68] NOTE 12 – RESTRUCTURING FARO approved a global Restructuring Plan in Q1 2020 to reduce headcount by approximately 500 employees by end of 2021, incurring $49 million in pre-tax charges in Q4 2019 and $14.3 million in H1 2020 - Global Restructuring Plan approved in Q1 2020 to improve operating performance and efficiency, targeting a reduction of approximately 500 employees by end of 2021[67] - Pre-tax charges of approximately $49 million recorded in Q4 2019, including $21.2 million goodwill impairment and $10.5 million intangible asset impairment[67][94] - Recorded $13.7 million in Q1 2020 and $0.6 million in Q2 2020 (total $14.3 million for six months) in pre-tax charges for severance, professional fees, and disposal costs[67][70] - Made $6.9 million in cash payments related to restructuring during the first half of 2020, with an additional $11 million to $15 million expected for the remainder of fiscal year 2020[70] NOTE 13 – COMMITMENTS AND CONTINGENCIES FARO has $48.1 million in purchase commitments and recorded an estimated $12.9 million liability for potential GSA contract overcharges, with the outcome uncertain and potentially leading to significant penalties - Approximately $48.1 million in purchase commitments expected to be delivered within the next 12 months[71] - Identified potential overcharges to the U.S. Government under GSA Contracts (GSA Matter), leading to an estimated cumulative sales adjustment[71] - Recorded an aggregate estimated total liability for the GSA Matter of $12.9 million as of June 30, 2020, covering the period from July 2011 to June 2020[73] - The outcome of the GSA Matter investigation is uncertain and could lead to civil/criminal penalties, administrative sanctions, contract remedies, and material adverse effects on the business[73] NOTE 14 – LEASES FARO has operating and finance leases with terms up to seven years; total operating lease liability was $16.0 million and finance lease liability was $0.5 million at June 30, 2020 - Leases have remaining terms from less than one year to approximately seven years, with options to extend or terminate[75] Lease Costs (in thousands) | Item | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :------------------------------------ | :----------------------------- | :----------------------------- | | Operating lease cost | $4,061 | $3,997 | | Total finance lease cost | $177 | $214 | Lease Liabilities (in thousands) | Item | As of June 30, 2020 | As of December 31, 2019 | | :------------------------------------ | :------------------ | :---------------------- | | Operating lease right-of-use asset | $14,684 | $18,418 | | Total operating lease liability | $16,013 | $19,621 | | Property and equipment, net (Finance leases) | $485 | $720 | | Total finance lease liability | $542 | $751 | Maturities of Lease Liabilities (in thousands) | Year Ending December 31, | Operating leases | Finance leases | | :------------------------------------ | :--------------- | :------------- | | 2020 (excluding first 6 months) | $3,354 | $168 | | 2021 | $4,203 | $300 | | 2022 | $3,269 | $82 | | 2023 | $2,886 | $38 | | 2024 | $2,699 | $12 | | Thereafter | $2,354 | — | | Total lease payments | $18,765 | $600 | | Less imputed interest | $(2,752) | $(58) | | Total | $16,013 | $542 | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on FARO's financial condition and results, highlighting COVID-19 impact, strategic reorganization, restructuring, liquidity, and critical accounting policies Overview FARO is a global technology company specializing in 3D measurement and imaging solutions, generating revenue from equipment, software, warranties, and services, operating internationally without foreign currency hedging - FARO designs, develops, manufactures, markets, and supports software-driven 3D measurement and imaging solutions[87] - Revenues are primarily derived from sales of measurement equipment and software, extended warranties, and training/consulting services[87] - Operates internationally with sales offices and manufacturing facilities across various regions (e.g., EMEA, Asia-Pacific, Americas)[87] - Has not used off-balance sheet financial instruments to hedge foreign currency exchange rates in 2019 or the first six months of 2020[87] COVID-19 and Impact On Our Business The COVID-19 pandemic led to a significant decline in demand for FARO's products and services in Q2 2020, but the company adapted with virtual sales and maintains a strong cash balance of $173.7 million with no debt - Experienced a significant decline in demand for products and services in Q2 2020 due to COVID-19[88] - Adapted to a virtual environment, seeing increased attendance in virtual training and product seminars[88] - Maintains a strong capital structure with $173.7 million in cash and no debt as of June 30, 2020, believing liquidity is adequate for the foreseeable future[90] Change in Organizational Structure and Segment Reporting In Q4 2019, FARO transitioned from a vertical to a functional operating structure, now reporting as a single segment with company-wide resource allocation and performance evaluation - Eliminated vertical operating structure (previously five market verticals and three reporting segments) in Q4 2019[91] - Reorganized into a functional structure with global functional leaders[91] - Now reports as one segment, with resources allocated and performance evaluated on a Company-wide basis[91] New Strategic Plan and Restructuring Plan FARO's new strategic plan simplifies its hardware portfolio and disposes of acquisitions; a Restructuring Plan aims to reduce headcount by approximately 500 employees by end of 2021, incurring $49 million in Q4 2019 and $14.3 million in H1 2020 pre-tax charges - New strategic plan includes simplifying hardware product portfolio and ceasing sales of certain products, as well as disposing of recent acquisitions[92] - Restructuring Plan initiated in February 2020 to improve operating performance and reduce headcount by approximately 500 employees by the end of 2021[92] - Pre-tax charges of $49 million recorded in Q4 2019, including $21.2 million goodwill impairment and $10.5 million intangible asset impairment[92][94] - Additional pre-tax charges of $13.7 million in Q1 2020 and $0.6 million in Q2 2020 (total $14.3 million for six months) primarily for severance and related benefits[95] Reclassification and Related Changes to Presentation FARO reclassified prior year amounts, moving depreciation and amortization to departmental costs, combining selling and marketing with general and administrative, and reclassifying software maintenance revenue to product categories - Depreciation and amortization expenses are now reported within departmental costs[95] - Selling and marketing expenses and general and administrative expenses are now combined into 'Selling, general and administrative'[95] - Software maintenance revenue and cost of sales are reclassified from service to product categories[95] Results of Operations FARO experienced significant declines in sales and gross profit for Q2 2020 due to COVID-19; operating expenses decreased from cost savings and restructuring, but net loss widened considerably Consolidated Results of Operations (in thousands, % of Sales) | Item | Three Months Ended June 30, 2020 | % of Sales | Three Months Ended June 30, 2019 | % of Sales | Six Months Ended June 30, 2020 | % of Sales | Six Months Ended June 30, 2019 | % of Sales | | :------------------------------------ | :------------------------------- | :--------- | :------------------------------- | :--------- | :----------------------------- | :--------- | :----------------------------- | :--------- | | Total sales | $60,564 | 100.0% | $93,491 | 100.0% | $140,079 | 100.0% | $187,108 | 100.0% | | Gross Profit | $28,896 | 47.7% | $50,740 | 54.3% | $72,769 | 51.9% | $103,759 | 55.5% | | Total operating expenses | $40,858 | 67.5% | $55,633 | 59.5% | $101,285 | 72.3% | $108,294 | 57.9% | | Loss from operations | $(11,962) | (19.8)% | $(4,893) | (5.2)% | $(28,516) | (20.4)% | $(4,535) | (2.4)% | | Net loss | $(8,932) | (14.7)% | $(6,405) | (6.9)% | $(23,755) | (17.0)% | $(6,253) | (3.3)% | Three Months Ended June 30, 2020 Compared to the Three Months Ended June 30, 2019 For Q2 2020, total sales decreased by 35.2% to $60.6 million, product sales by 40.5%, and service revenue by 18.4% due to COVID-19; gross profit declined by 43.1% to $28.9 million, and net loss widened to $8.9 million - Total sales decreased by $32.9 million (35.2%) to $60.6 million[103] - Product sales decreased by $28.7 million (40.5%) to $42.3 million, and service revenue decreased by $4.1 million (18.4%) to $18.3 million, both primarily due to COVID-19[103] - Gross profit decreased by $21.8 million (43.1%) to $28.9 million, with gross margin falling to 47.7% from 54.3%[105] - Selling, general and administrative expenses decreased by $15.0 million (33.3%) to $30.0 million, driven by decreased salaries, cost savings, and a 35.1% reduction in headcount[105] - Net loss was $8.9 million, compared to $6.4 million in the prior year period[105] Six Months Ended June 30, 2020 Compared to the Six Months Ended June 30, 2019 For H1 2020, total sales decreased by 25.1% to $140.1 million, product sales by 30.7%, and service revenue by 7.2% due to COVID-19; gross profit declined by 29.9% to $72.8 million, and net loss widened to $23.8 million - Total sales decreased by $47.0 million (25.1%) to $140.1 million[107] - Product sales decreased by $43.8 million (30.7%) to $98.8 million, and service revenue decreased by $3.2 million (7.2%) to $41.3 million, primarily due to COVID-19[107] - Gross profit decreased by $31.0 million (29.9%) to $72.8 million, with gross margin falling to 51.9% from 55.5%[107] - Selling, general and administrative expenses decreased by $19.6 million (22.9%) to $66.4 million, driven by decreased salaries, cost savings, and a 35.1% reduction in headcount[107] - Restructuring costs of $14.3 million were included in operating expenses[107] - Net loss was $23.8 million, compared to $6.3 million in the prior year period[108] Liquidity and Capital Resources FARO's cash and cash equivalents increased by $40.1 million to $173.7 million at June 30, 2020, primarily from investing activities, with $84.2 million held by foreign subsidiaries for indefinite reinvestment, and $18.3 million remaining in its share repurchase program - Cash and cash equivalents increased by $40.1 million to $173.7 million at June 30, 2020[109] - Cash provided by investing activities was $23.4 million, primarily due to $25.0 million from the maturity of U.S. Treasury Bills[109] - Net cash provided by operating activities was $16.1 million, a decrease from $17.7 million in the prior year[109] - Intends to indefinitely reinvest $84.2 million of cash held by foreign subsidiaries[109] - Believes working capital and anticipated cash flow from operations are sufficient for long-term liquidity for at least the next 12 months[109] - Has $18.3 million remaining authorization under its $50.0 million share repurchase program[109] Contractual Obligations and Commercial Commitments FARO has approximately $48.1 million in purchase commitments expected within the next 12 months, with no other material changes to contractual obligations since the 2019 Annual Report on Form 10-K - Approximately $48.1 million in purchase commitments expected within the next 12 months[110] - No other material changes to contractual obligations since the 2019 Annual Report on Form 10-K[110] Critical Accounting Policies FARO's financial statement preparation involves management estimates and assumptions; critical accounting policies remain unchanged from the 2019 Annual Report on Form 10-K - Financial statement preparation involves management estimates and assumptions affecting reported amounts[111] - Critical accounting policies have not changed from those described in the 2019 Annual Report on Form 10-K[111] Item 3. Quantitative and Qualitative Disclosures About Market Risk FARO faces significant foreign exchange exposure, with 59% of revenue and 37% of assets in foreign currencies, primarily Euro, Swiss Franc, Yen, Yuan, and Real, without hedging instruments - 59% of revenue and a significant portion of operating expenses were in foreign currencies for the six months ended June 30, 2020[113] - 37% of assets were denominated in foreign currencies as of June 30, 2020[113] - Most significant foreign currency exposures are to the Euro, Swiss Franc, Japanese Yen, Chinese Yuan, and Brazilian Real[113] - Has not used off-balance sheet financial instruments to hedge foreign currency exchange rates in 2019 or the first six months of 2020[113] Item 4. Controls and Procedures FARO's management, including the CEO and CFO, evaluated and deemed effective its disclosure controls and procedures as of June 30, 2020, with no material changes in internal control during the quarter - Disclosure controls and procedures were evaluated and deemed effective as of June 30, 2020[115] - No material changes in internal control over financial reporting occurred during the quarter ended June 30, 2020[116] PART II. OTHER INFORMATION This section provides additional information for FARO Technologies, Inc., including legal proceedings, risk factors, equity sales, and exhibits Item 1. Legal Proceedings FARO is not currently involved in any legal proceedings expected to have a material adverse effect on its business, financial condition, or results of operations - Not involved in any legal proceedings expected to have a material adverse effect on the business[118] Item 1A. Risk Factors FARO's operations are significantly vulnerable to pandemics like COVID-19, which has materially impacted the business through reduced demand, supply chain disruptions, and financial market volatility, with the full impact remaining uncertain - Operations are significantly vulnerable to the economic effects of pandemics, such as COVID-19[119] - COVID-19 has led to reduced economic activity, disruptions to business, and changes in consumer behavior[119] - Potential impacts include production slowdowns, supply chain disruptions, decreased demand, customer financial restructuring, asset impairment, financial market disruption, and volatility in effective tax rates[119][121] - The full impact on financial condition and results of operations cannot be determined at this time[121] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds FARO has a $50.0 million share repurchase program, with $18.3 million remaining authorization as of June 30, 2020, and no stock repurchases made during the six months ended June 30, 2020 - Share repurchase program authorized for $50.0 million[122] - No stock repurchases were made during the six months ended June 30, 2020[122] - As of June 30, 2020, $18.3 million remained authorized under the repurchase program[122] Item 6. Exhibits This section lists exhibits filed with the Form 10-Q, including corporate governance documents, separation agreements, Sarbanes-Oxley Act certifications, and Inline XBRL Taxonomy Extension documents - Includes Amended and Restated Articles of Incorporation and Bylaws[124] - Lists Transition and Separation Agreements for executives[124] - Contains certifications from the CEO and CFO pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act[124] - Includes Inline XBRL Taxonomy Extension documents[124] SIGNATURE The report is duly signed on behalf of FARO Technologies, Inc. by Allen Muhich, Chief Financial Officer, on August 4, 2020, certifying its submission - Report signed by Allen Muhich, Chief Financial Officer, on August 4, 2020[127]