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FARO Announces Second Quarter Financial Results

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Revenue of $82.1 millionGross margin of 54.6%; Non-GAAP gross margin 55.0%, above guidance rangeLoss per share of $(0.03); Non-GAAP earnings per share (“EPS”) of $0.18, above guidance rangeCash flow from operations of $4.2 million

LAKE MARY, Fla., Aug. 8, 2024 /PRNewswire/ — FARO® Technologies, Inc. (Nasdaq: FARO), a global leader in 4D digital reality solutions, today announced its financial results for the second quarter ended June 30, 2024.

“As I reflect on the completion of my first year at FARO, I am pleased with the execution of the first phase of our journey to drive operational excellence and we are pacing well ahead of our expectations,” said Peter Lau, President & Chief Executive Officer. “By continuing to build a strong base of financial performance, marked by consistent EBITDA and free cash flow generation, we are investing in several multi-year value creation activities. Against the backdrop of a difficult macroeconomic environment, FARO delivered GAAP net loss of $0.5 million and $8.4 million of adjusted EBITDA, or 10.3% of revenue, concluding a first half of 2024 adjusted EBITDA that exceeded full year fiscal 2023 adjusted EBITDA. Looking forward, we are excited about the next phase in our journey, as we communicated in March, to deliver on the key organic growth plans which our operational improvements has enabled.”

Second Quarter 2024 Financial Summary

Total sales of $82.1 million, down 7% year over yearGross margin of 54.6%, compared to 37.8% in the prior year periodNon-GAAP gross margin of 55.0%, compared to 38.7% in the prior year periodOperating expenses of $43.0 million, compared to $58.7 million in the prior year periodNon-GAAP operating expenses of $40.0 million, compared to $44.1 million in the prior year periodNet loss of $0.5 million, or $(0.03) per share compared to net loss of $28.2 million, or $(1.49) per share in the prior year periodNon-GAAP net income of $3.4 million, or $0.18 per share compared to non-GAAP net loss of $10.8 million, or $(0.57) per share in the prior year periodAdjusted EBITDA of $8.4 million, or 10.3% of total sales compared to $(7.2) million, or (1.0%) of total sales in the prior year periodCash, cash equivalents & short-term investments of $97.9 million compared to $96.3 million as of December 31, 2023

* 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”.

Outlook for the Third Quarter 2024

For the third quarter ending September 30, 2024, FARO currently expects:

Revenue in the range of $76 to $84 millionGross margin in the range of 53.0% to 54.5%. Non-GAAP gross margin in the range of 53.5% to 55.0%Operating expenses in the range of $45 to $47 million. Non-GAAP operating expenses in the range of $40 to $42 millionNet loss per share in the range of ($0.32) to ($0.12). Non-GAAP net loss to net income per share in the range of $(0.01) to $0.19.

Conference Call

The Company will host a conference call to discuss these results on Thursday, August 8, 2024, at 4:30 p.m. ET. Interested parties can access the conference call by dialing (800) 267-6316 (U.S.) or +1 (203) 518-9783 (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/en/About-Us/Investor-Relations/Financial-Events-and-Presentations

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 over 40 years, FARO has provided industry-leading technology solutions that enable customers to 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 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 gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP income (loss) from operations, non-GAAP net income (loss) and non-GAAP net income (loss) per share, exclude the impact of purchase accounting intangible amortization expense, stock-based compensation, restructuring and other charges, and other tax adjustments, and are provided to enhance investors’ overall understanding of our historical operations and financial performance.

In addition, we present EBITDA, which is calculated as net income (loss) before interest (income) expense, net, income tax benefit (expense) and depreciation and amortization, and Adjusted EBITDA, which is calculated as EBITDA, excluding other (income) expense, net, stock-based compensation, and restructuring and other charges, as measures of our operating profitability. The most directly comparable GAAP measure to EBITDA and Adjusted EBITDA is net income (loss). We also present Adjusted EBITDA margin, which is calculated as Adjusted EBITDA as a percent of total sales.

We have included non-GAAP total sales on a constant currency basis. The most directly comparable GAAP measure to total sales on a constant currency basis is total sales. We believe constant currency information is useful in analyzing underlying trends in our business and the commercial performance of our products by eliminating the impact of highly volatile fluctuations in foreign currency markets and allows for period-to-period comparisons of our performance. For simplicity, we may elect to omit this information in future periods if we determine a lack of material impact. To present this information, current period performance for entities reporting in currencies other than U.S. dollars are converted to U.S. dollars at the exchange rate in effect during the last day of the prior comparable period.

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 the outlook for the third quarter of 2024, demand for and customer acceptance of FARO’s products, FARO’s product development and product launches, FARO’s growth, strategic and restructuring plans and initiatives, including but not limited to the additional restructuring charges expected to be incurred in connection with our restructuring and integration plans and the timing and amount of cost savings and other benefits expected to be realized from the restructuring and integration plans and other strategic initiatives, and FARO’s growth potential and profitability. Statements that are not historical facts or that describe the Company’s plans, objectives, projections, expectations, assumptions, strategies, or goals are forward-looking statements. In addition, words such as “is,” “will” and similar expressions or discussions of FARO’s plans or other intentions identify forward-looking statements. Forward-looking statements are not guarantees of future performance and are subject to various known and unknown risks, uncertainties, and other factors that may cause actual results, performances, or achievements to differ materially from future results, performances, or achievements expressed or implied by such forward-looking statements. Consequently, undue reliance should not be placed on these forward-looking statements.

Factors that could cause actual results to differ materially from what is expressed or forecasted in such forward-looking statements include, but are not limited to:

the Company’s ability to realize the intended benefits of its undertaking to transition to a company that is reorganized around functions to improve the efficiency of its sales organization and to improve operational effectiveness;the Company’s inability to successfully execute its strategic plan, restructuring plan and integration 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 changes in our executive management team in 2023 and 2024 and the loss of any of our executive officers or other key personnel, which may be impacted by factors such as our inability to competitively address inflationary pressures on employee compensation and flexibility in employee work arrangements;the outcome of any litigation to which the Company is or may become a party;loss of future government sales;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 general economic and financial market conditions, including in response to public health concerns;assumptions regarding the Company’s financial condition or future financial performance may be incorrect;the impact of fluctuations in foreign exchange rates and inflation rates; andother risks and uncertainties discussed in Part I, Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on February 28, 2024, as supplemented by the Company’s Quarterly Reports on Form 10-Q, and in other SEC filings.

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

Six Months Ended

(in thousands, except share and per share data)

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

Sales

Product

$            61,312

$            67,603

$          124,848

$          132,843

Service

20,773

20,608

41,481

40,335

Total sales

82,085

88,211

166,329

173,178

Cost of sales

Product

26,119

44,094

56,571

78,051

Service

11,177

10,794

21,662

22,088

Total cost of sales

37,296

54,888

78,233

100,139

Gross profit

44,789

33,323

88,096

73,039

Operating expenses

Selling, general and administrative

32,590

38,561

72,183

79,937

Research and development

9,833

11,662

18,857

24,380

Restructuring costs

616

8,450

616

12,688

Total operating expenses

43,039

58,673

91,656

117,005

Income (loss) from operations

1,750

(25,350)

(3,560)

(43,966)

Other (income) expense

Interest expense

761

1,003

1,592

1,838

Other income (expense), net

(43)

476

(18)

256

Income (loss) before income tax

1,032

(26,829)

(5,134)

(46,060)

Income tax expense

1,556

1,416

2,657

3,349

Net loss

$               (524)

$          (28,245)

$            (7,791)

$          (49,409)

Net loss per share – Basic

$              (0.03)

$              (1.49)

$              (0.41)

$              (2.62)

Net loss per share – Diluted

$              (0.03)

$              (1.49)

$              (0.41)

$              (2.62)

Weighted average shares – Basic

19,293,778

18,920,675

19,183,822

18,871,007

Weighted average shares – Diluted

19,293,778

18,920,675

19,183,822

18,871,007

 

FARO TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except share and per share data)

June 30,
2024

December 31,
2023

ASSETS

Current assets:

Cash and cash equivalents

$                 97,914

$                 76,787

Short-term investments

19,496

Accounts receivable, net

84,868

92,028

Inventories, net

34,409

34,529

Prepaid expenses and other current assets

30,468

38,768

Total current assets

247,659

261,608

Non-current assets:

Property, plant and equipment, net

18,412

21,181

Operating lease right-of-use assets

10,960

12,231

Goodwill

108,164

109,534

Intangible assets, net

46,135

47,891

Service and sales demonstration inventory, net

21,044

23,147

Deferred income tax assets, net

24,792

25,027

Other long-term assets

3,915

4,073

Total assets

$               481,081

$               504,692

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$                 27,867

$                 27,404

Accrued liabilities

25,373

29,930

Income taxes payable

3,227

5,699

Current portion of unearned service revenues

40,014

40,555

Customer deposits

5,208

4,251

Lease liabilities

4,645

5,434

Total current liabilities

106,334

113,273

Loan – 5.50% Convertible Senior Notes

69,983

72,760

Unearned service revenues – less current portion

19,984

20,256

Lease liabilities – less current portion

9,556

10,837

Deferred income tax liabilities

12,498

13,308

Income taxes payable – less current portion

6,114

5,629

Other long-term liabilities

16

23

Total liabilities

224,485

236,086

Commitments and contingencies

Shareholders’ equity:

Common stock – par value $0.001, 50,000,000 shares authorized;
20,779,711 and 20,343,359 issued, respectively; 19,406,669 and 18,968,798
outstanding, respectively

20

20

Additional paid-in capital

351,849

346,277

Retained earnings

(17,580)

(9,789)

Accumulated other comprehensive loss

(47,038)

(37,247)

Common stock in treasury, at cost – 1,373,042 and 1,374,561 shares held,
respectively

(30,655)

(30,655)

Total shareholders’ equity

256,596

268,606

Total liabilities and shareholders’ equity

$               481,081

$               504,692

 

FARO TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

Six Months Ended June 30,

(in thousands)

2024

2023

Cash flows from:

Operating activities:

Net loss

$            (7,791)

$          (49,409)

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

7,788

7,925

Stock-based compensation

5,703

8,584

Inventory write-downs

8,132

Asset impairment charges

4,571

Deferred income tax (benefit) and other non-cash charges

(1,327)

(41)

Provision for excess and obsolete inventory

490

1,033

Amortization of debt discount and issuance costs

223

181

Loss on disposal of assets

994

130

Provisions for bad debts, net of recoveries

304

408

Change in operating assets and liabilities:

Decrease (Increase) in:

Accounts receivable

3,943

3,280

Inventories

(3,764)

1,587

Prepaid expenses and other current assets

7,771

3,105

(Decrease) Increase in:

Accounts payable and accrued liabilities

(3,087)

(277)

Income taxes payable

(1,853)

(263)

Customer deposits

1,126

(1,210)

Unearned service revenues

965

(750)

Other liabilities

(698)

(193)

Net cash provided by (used in) operating activities

10,787

(13,207)

Investing activities:

Purchases of property and equipment

(1,688)

(4,312)

Maturity of short-term investments

20,009

(20,024)

Cash paid for technology development, patents and licenses

(3,392)

(3,616)

Net cash provided by (used in) investing activities

14,929

(27,952)

Financing activities:

Payments on finance leases

(109)

(105)

Cash settlement of equity awards

(277)

Proceeds from issuance of 5.50% Convertible Senior Notes, due 2028, net of discount,
issuance cost and accrued interest

72,310

Repayment of 5.50% Convertible Senior Notes, due 2028

(2,685)

Net cash (used in) provided by financing activities

(2,794)

71,928

Effect of exchange rate changes on cash and cash equivalents

(1,795)

(353)

Increase in cash and cash equivalents

21,127

30,416

Cash and cash equivalents, beginning of period

76,787

37,812

Cash and cash equivalents, end of period

$            97,914

$            68,228

 

FARO TECHNOLOGIES, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP

(UNAUDITED)

Three Months Ended June 30,

Six Months Ended June 30,

(dollars in thousands, except per share data)

2024

2023

2024

2023

Gross profit, as reported

$        44,789

$        33,323

$        88,096

$        73,039

Stock-based compensation (1)

374

419

704

691

Restructuring and other costs (2)

435

3

870

Non-GAAP adjustments to gross profit

374

854

707

1,561

Non-GAAP gross profit

$        45,163

$        34,177

$        88,803

$        74,600

Gross margin, as reported

54.6 %

37.8 %

53.0 %

42.2 %

Non-GAAP gross margin

55.0 %

38.7 %

53.4 %

43.1 %

Selling, general and administrative, as reported

$        32,590

$        38,561

$        72,183

$        79,937

Stock-based compensation (1)

(196)

(3,554)

(4,138)

(6,122)

Restructuring and other costs (2)

(745)

(359)

(3,453)

(1,154)

Purchase accounting intangible amortization

(341)

(688)

(884)

(1,361)

Non-GAAP selling, general and administrative

$        31,308

$        33,960

$        63,708

$        71,300

Research and development, as reported

$          9,833

$        11,662

$        18,857

$        24,380

Stock-based compensation (1)

(594)

(977)

(861)

(1,771)

Purchase accounting intangible amortization

(515)

(541)

(1,004)

(1,040)

Non-GAAP research and development

$          8,724

$        10,144

$        16,992

$        21,569

Operating expenses, as reported

$        43,039

$        58,673

$        91,656

$      117,005

Stock-based compensation (1)

(790)

(4,531)

(4,999)

(7,893)

Restructuring and other costs (2)

(1,361)

(8,809)

(4,069)

(13,842)

Purchase accounting intangible amortization

(856)

(1,229)

(1,888)

(2,401)

Non-GAAP adjustments to operating expenses

(3,007)

(14,569)

(10,956)

(24,136)

Non-GAAP operating expenses

$        40,032

$        44,104

$        80,700

$        92,869

Income (loss) from operations, as reported

$          1,750

$      (25,350)

$        (3,560)

$      (43,966)

Non-GAAP adjustments to gross profit

374

854

707

1,561

Non-GAAP adjustments to operating expenses

3,007

14,569

10,956

24,136

Non-GAAP income (loss) from operations

$          5,131

$        (9,927)

$          8,103

$      (18,269)

Net loss, as reported

$            (524)

$      (28,245)

$        (7,791)

$      (49,409)

Non-GAAP adjustments to gross profit

374

854

707

1,561

Non-GAAP adjustments to operating expenses

3,007

14,569

10,956

24,136

Income tax effect of non-GAAP adjustments (3)

(641)

(5,888)

(2,713)

(8,457)

Other tax adjustments (3)

1,146

7,959

3,894

14,342

Non-GAAP net income (loss)

$          3,362

$      (10,751)

$          5,053

$      (17,827)

Net loss per share – Diluted, as reported

$           (0.03)

$           (1.49)

$           (0.41)

$           (2.62)

Stock-based compensation (1)

0.06

0.26

0.30

0.46

Restructuring and other costs (2)

0.07

0.49

0.21

0.78

Purchase accounting intangible amortization

0.05

0.06

0.10

0.13

Income tax effect of non-GAAP adjustments (3)

(0.03)

(0.31)

(0.14)

(0.45)

Other tax adjustments (3)

0.06

0.42

0.20

0.76

Non-GAAP net income (loss) per share – Diluted

$             0.18

$           (0.57)

$             0.26

$           (0.94)

(1) 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.

(2) 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. On February 7, 2023, our Board of Directors approved an integration plan (the “Integration Plan”), which is intended to streamline and simplify operations, particularly around our recent acquisitions and the resulting redundant operations and offerings. The Restructuring and other costs primarily consist of severance and related benefits associated with the Restructuring Plan, Integration Plan, and executive transitions.

(3) The Income tax effect of non-GAAP adjustments is calculated by applying a statutory tax rate to Non-GAAP adjustments, including Stock-based compensation, Restructuring and other costs, non-recurring Inventory reserve charges, and Purchase accounting intangible amortization and fair value adjustments. In addition, when estimating our Non-GAAP income tax rate, we exclude the impact of items that impact our reported income tax rate that we do not believe are representative of our ongoing operating results, including the impact of valuation allowances we are currently recording in certain jurisdictions and certain discrete items such as adjustments to uncertain tax position reserves, as these items are difficult to predict and can impact our effective income tax rate. Specifically, Other tax adjustments during the six months ended June 30, 2024 were comprised of $3.6 million related to the impact of valuation allowance adjustments and $0.3 million related to other discrete items. During the three months ended June 30, 2024, Other tax adjustments were comprised of $0.8 million related to the impact of valuation allowance adjustments and $0.3 million related to other discrete items. In 2023, Other tax adjustments during the six months ended June 30, 2023 were comprised of $9.2 million related to the impact of valuation allowance adjustments and $5.3 million related to other items, including equity based compensation book to tax differences, non-GAAP adjustments impact on Global intangible low-taxed income and Prepaid tax on intercompany profit. During the three months ended June 30, 2023, Other tax adjustments were comprised of $4.6 million related to the impact of valuation allowance adjustments and $3.4 million related to other items, including equity based compensation book to tax differences, non-GAAP adjustments impact on Global intangible low-taxed income and Prepaid tax on intercompany profit.

 

FARO TECHNOLOGIES, INC. AND SUBSIDIARIES

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

(UNAUDITED)

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

2024

2023

2024

2023

Net loss

$            (524)

$      (28,245)

$        (7,791)

$      (49,409)

Interest expense, net

761

1,003

1,592

1,838

Income tax expense

1,556

1,416

2,657

3,349

Depreciation and amortization

4,167

3,947

7,788

7,925

EBITDA

5,960

(21,879)

4,246

(36,297)

Other expense (income), net

(43)

476

(18)

256

Stock-based compensation

1,164

4,950

5,703

8,584

Restructuring and other costs (1)

1,361

9,244

4,072

14,712

Adjusted EBITDA

$          8,442

$        (7,209)

$        14,003

$      (12,745)

Adjusted EBITDA margin (2)

10.3 %

1.0 %

8.4 %

(2.7) %

(1) On February 14, 2020, our Board of Directors approved 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. On February 7, 2023, our Board of Directors approved the Integration Plan, which is intended to streamline and simplify operations, particularly around our recent acquisitions and the resulting redundant operations and offerings. The Restructuring and other costs primarily consist of severance and related benefits associated with the Restructuring Plan, Integration Plan, and executive transitions.

(2) Calculated as Adjusted EBITDA as a percentage of total sales.

 

FARO TECHNOLOGIES, INC. AND SUBSIDIARIES

KEY SALES MEASURES

(UNAUDITED)

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

2024

2023

2024

2023

Total sales to external customers as reported

Americas (1)

$          40,167

$          41,358

$          77,395

$          83,701

EMEA (1)

24,600

24,855

50,035

49,020

APAC (1)

17,318

21,998

38,899

40,457

$          82,085

$          88,211

$        166,329

$        173,178

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

2024

2023

2024

2023

Total sales to external customers in constant currency (2)

Americas (1)

$          40,425

$          41,482

$          77,714

$          83,210

EMEA (1)

24,931

24,964

50,395

47,860

APAC (1)

17,783

21,446

39,552

38,544

$          83,139

$          87,892

$        167,661

$        169,614

(1) Regions represent North America and South America (“Americas”); Europe, the Middle East, and Africa (“EMEA”); and the Asia-Pacific (“APAC”).

(2) We compare the change in the sales from one period to another period using constant currency disclosure. We present constant currency information to provide a framework for assessing how our underlying business performed excluding the effect of foreign currency rate fluctuations. To present this information, current and comparative prior period results for entities reporting in currencies other than United States dollars are converted into United States dollars at the exchange rate in effect during the last day of the prior comparable period, rather than the actual exchange rates in effect during the respective periods.

 

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

2024

2023

2024

2023

Hardware

$        50,051

$        56,816

$      102,667

$      111,778

Software

11,262

10,786

22,182

21,065

Service

20,772

20,609

41,480

40,335

Total Sales

$        82,085

$        88,211

$      166,329

$      173,178

Hardware as a percentage of total sales

61.0 %

64.4 %

61.7 %

64.5 %

Software as a percentage of total sales

13.7 %

12.2 %

13.3 %

12.2 %

Service as a percentage of total sales

25.3 %

23.4 %

24.9 %

23.3 %

Total Recurring Revenue (3)

$        17,139

$        16,396

$        33,856

$        33,081

Recurring revenue as a percentage of total sales

20.9 %

18.6 %

20.4 %

19.1 %

(3) Recurring revenue is comprised of hardware service contracts, software maintenance contracts, and subscription based software applications.

 

FARO TECHNOLOGIES, INC. AND SUBSIDIARIES

FREE CASH FLOW RECONCILIATION

(UNAUDITED)

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

2024

2023

2024

2023

Net cash provided by (used in) operating activities

$              4,212

$              5,137

$            10,787

$          (13,207)

Purchases of property and equipment

(365)

(2,624)

(1,688)

(4,312)

Cash paid for technology development, patents and licenses

(1,950)

(1,796)

(3,392)

(3,616)

Free Cash Flow

1,897

717

5,707

(21,135)

Restructuring and other cash payments (1)

2,354

3,192

2,757

3,988

Adjusted Free Cash Flow

$              4,251

$              3,909

$              8,464

$          (17,147)

(1) On February 7, 2023, our Board of Directors approved the Integration Plan, which is intended to streamline and simplify operations, particularly around our recent acquisitions and the resulting redundant operations and offerings. The Restructuring and other costs primarily consist of severance and related benefits associated with the Restructuring Plan, Integration Plan, and executive transitions.

 

FARO TECHNOLOGIES, INC. AND SUBSIDIARIES

RECONCILIATION OF OUTLOOK – GAAP TO NON-GAAP

Fiscal quarter ending September 30, 2024

Low

High

GAAP gross margin

53.0 %

54.5 %

Stock-based compensation

0.5 %

0.5 %

Non-GAAP gross margin

53.5 %

55.0 %

Fiscal quarter ending September 30, 2024

(in thousands)

Low

High

GAAP operating expenses

$45,000

$47,000

Stock-based compensation

(4,000)

(4,000)

Purchase accounting intangible amortization

(1,000)

(1,000)

Non-GAAP operating expenses

$40,000

$42,000

Fiscal quarter ending September 30, 2024

Low

High

GAAP diluted loss per share range

$(0.32)

$(0.12)

Stock-based compensation

0.19

0.19

Purchase accounting intangible amortization

0.05

0.05

Non-GAAP tax adjustments

0.07

0.07

Non-GAAP diluted loss per share

$(0.01)

$0.19

   

 

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VERNAL CAPITAL ACQUISITION CORP. ANNOUNCES PRICING OF $100 MILLION INITIAL PUBLIC OFFERING

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NEW YORK, May 5, 2026 /PRNewswire/ — Vernal Capital Acquisition Corp. (NYSE: VECA) (“Vernal”) announced the pricing of its initial public offering (the “IPO”) of 10,000,000 units at $10.00 per unit. The units are expected to trade on the New York Stock Exchange (“NYSE”) under “VECAU” beginning May 6, 2026. Each unit consists of one ordinary share and one right to receive one-fourth of one ordinary share upon consummation of an initial business combination. Upon separate trading, the ordinary shares and rights are expected to be listed on NYSE under “VECA” and “VECAR,” respectively.

D. Boral Capital LLC is acting as sole book-running manager of the offering. The underwriters have a 45-day option to purchase up to 1,500,000 additional units to cover any over-allotments. The offering is expected to close on May 7, 2026, subject to customary closing conditions.

A registration statement for these securities was declared effective by the SEC on May 5, 2026. The offering is made only by means of a prospectus. Copies of the prospectus may be obtained, from D. Boral Capital LLC, 590 Madison Ave., 39th Floor, New York, New York 10022, by telephone at (212) 970-5150 or by email at dbccapitalmarkets@dboralcapital.com.

This press release shall not constitute an offer to sell or to buy, nor shall there be any sale where such offer, solicitation or sale would be unlawful prior to registration or qualification under the applicable securities laws.

About Vernal

Vernal is a blank check company formed to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Vernal’s target search will not be limited to a particular industry or geographic region.

Forward-Looking Statements

This press release contains “forward-looking statements,” including statements regarding Vernal’s IPO. These statements are subject to risks and uncertainties that could cause actual results to differ materially. No assurance can be given that the offering will be completed on the terms described, or at all. Forward-looking statements are subject to numerous conditions, beyond Vernal’s control, including those in the Risk Factors section of Vernal’s registration statement filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. Vernal disclaims any obligation to release publicly updates or revisions to any forward-looking statements to reflect any change in Vernal’s expectations, except as required by law.

Contact

Binghan Yi, CFO
binghan@vernal.com
www.vernalspac.com

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RIVANNA nominated for MedTech Scale-Up of the Year at MedTech World Awards 2026 | North America

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Nomination places the Charlottesville-based company among growth-stage medtech leaders recognized for commercial momentum in AI-powered clinical decision support; public voting is open through May 8

CHARLOTTESVILLE, Va., May 5, 2026 /PRNewswire/ — RIVANNA®, developer of AI-powered clinical decision-support solutions, today announced that it has been nominated for MedTech Scale-Up of the Year at the MedTech World Awards 2026 | North America. Public voting is open through Friday, May 8, 2026, with category winners to be announced at the inaugural North American Awards Gala on May 11, 2026, at the Hilton West Palm Beach in Florida.

The MedTech Scale-Up of the Year category honors a growth-stage company successfully scaling revenues, partnerships, and adoption across the global medical technology ecosystem. Nominees across the program’s 22 categories were selected through a structured process led by the MedTech World Steering Committee, with category winners determined by a combination of expert evaluation and public voting from the global MedTech community.

“We have built RIVANNA on validation earned from the most rigorous technical buyers in healthcare: competitive federal awards translated into FDA-cleared products, each paired with a commercial program that meets clinicians where they work,” said Will Mauldin, PhD, Co-founder and CEO of RIVANNA. “Being nominated for MedTech Scale-Up of the Year is a meaningful affirmation of that approach and the team executing it.”

Public voting closes Friday, May 8, 2026. Members of the MedTech community are invited to support RIVANNA’s nomination at the official voting page: vote here.

The award nomination follows a year of measurable scaling for RIVANNA:

In October 2025, RIVANNA reported on being named a finalist in MedTech Innovator’s 2025 Early-Stage Grand Prize competition, selected from nearly 1,500 global applicants to represent the top 4% of medtech innovations worldwide.In December 2025, RIVANNA reported on the U.S. Food and Drug Administration’s 510(k) clearance of its Accuro® 3S Needle Guide Kit consumables, building on existing Accuro 3S device clearance.In April 2026, RIVANNA reported on peer-reviewed findings, published in 2025 in the Journal of Emergency Medicine (DOI: 10.1016/j.jemermed.2025.11.011), showing that the Accuro® XV musculoskeletal imaging system enables non-physician operators to acquire diagnostic-quality scans after just one hour of hands-on training.In May 2026, RIVANNA reported on the U.S. Food and Drug Administration’s 510(k) clearance of the Accuro® XV Diagnostic Ultrasound System for musculoskeletal imaging, authorizing commercial use across hospital and clinic settings.The company’s clinical program now spans eight sites nationwide with more than 1,500 patients enrolled.

The 2026 MedTech World Awards | North America, powered by Blue Goat Cyber, will be presented Monday, May 11, 2026, at the inaugural North American Awards Gala at the Hilton West Palm Beach, marking the first time the MedTech World Awards have been hosted in the United States.

About the MedTech Scale-Up of the Year Award
Presented by MedTech World, the MedTech Scale-Up of the Year category recognizes growth-stage medical technology companies demonstrating strong commercial momentum, expanding partnerships, and accelerating real-world adoption. The award is one of 22 categories spanning innovation, clinical excellence, regulatory strategy, investment, and leadership across the global MedTech ecosystem.

About RIVANNA
RIVANNA® is a medical technology company developing clinical decision-support solutions powered by proprietary clinical datasets, AI models, and purpose-built imaging hardware. The company’s platform automates complex anatomical analysis at the point of care, enabling faster, more confident clinical decisions while reducing variability and expanding access to advanced capabilities. The first applications target significant market opportunities in regional anesthesia and fracture care. RIVANNA has built a proven FDA regulatory track record across its Accuro® platform, with device clearances for Accuro® 3S (spinal needle guidance) and Accuro® XV (musculoskeletal imaging), a portfolio of supporting cleared consumables, and AI software modules advancing through regulatory review. The company is backed by 100+ patents and validated through clinical partnerships with leading academic medical centers. RIVANNA is headquartered in Charlottesville, Virginia, and operates an FDA-registered, ISO 13485:2016-certified manufacturing facility. Learn more at rivannamedical.com.

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D2L Launch Week Highlights Latest Product Releases

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Latest innovations are designed to save time, simplify workflows, and help drive better learning outcomes

TORONTO, May 5, 2026 /PRNewswire/ – D2L, a global leader in learning innovation, hosted its first-ever D2L Launch Week, a four-day virtual webinar series spotlighting the company’s latest product innovations across D2L Brightspace in 2026.

Throughout the week, D2L showcased a range of product releases through live demos and practical customer use cases, highlighting how institutions, school districts and organizations can help to drive engagement and improve learning outcomes. The featured updates include enhancements to D2L Lumi for idea generation, intervention suggestions, quiz creation and summarization; tools to strengthen parent and guardian outreach; and administrative capabilities designed to help large organizations delegate course and configuration management more effectively.

“We’re proud to showcase the ways D2L continues to innovate to help make learning more personalized, efficient, and scalable,” said Christian Pantel, Chief Product Officer at D2L. “From new D2L Lumi features to enhanced communication tools and more flexible distributed administration capabilities, these updates are designed to help our customers save time, improve usability, and deliver better learning experiences at scale.”

Enhancements to D2L Lumi

Among the new capabilities were several updates to D2L’s AI-native tool, D2L Lumi, designed to improve usability, transparency, and alignment across workflows, including:

D2L Lumi Ideas: Generates assignment and discussion ideas directly within Brightspace, making it easier to generate high quality content aligned to learning outcomes.D2L Lumi Insights: Gives educators access to learning intervention suggestions, designed to provide recommended next steps based on learner data.D2L Lumi Quiz: Helps educators generate questions from multiple course content topics and includes a more streamlined question-generation workflow.D2L Lumi Summary: Supports summarization from more content sources, including nested submodules, and can give educators the ability to preview and adjust source text before summarization.

Updates to Parent and Guardian Communications

D2L also introduced new parent and guardian communication enhancements to help K-12 educators strengthen engagement beyond the classroom. Teachers can now send bulk emails to all parents and guardians associated with students in their class. For individual student outreach, teachers can also email parents and guardians of a specific learner, making it easier to share timely updates on student progress and classroom activity.

Manage Distributed Administration at Scale

Distributed Administration gives organizations more flexibility to delegate administrative responsibilities across organization levels. With Distributed Administration, administrators can manage specific areas, enabling them to oversee courses while helping to reduce bottlenecks and free up time.

Learn more about the latest product releases showcased at D2L Launch Week.

About D2L   
D2L is transforming the way the world learns, helping learners achieve more than they dreamed possible. Working closely with customers all over the world, D2L is on a mission to make learning more inspiring, engaging and human. Find out how D2L helps transform lives and delivers outstanding learning outcomes in K-12, higher education and businesses.

D2L Media Contact
PR@D2L.com
X: @D2L
© 2026 D2L Corporation.

The D2L family of companies includes D2L Inc., D2L Corporation, D2L Ltd, D2L Australia Pty Ltd, D2L Europe Ltd, D2L Asia Pte Ltd, D2L India Pvt Ltd, D2L Brasil Soluções de Tecnologia para Educação Ltda and D2L Sistemas de Aprendizaje Innovadores, S. D2 R.L de C.V., and H5P Group AS.

All D2L and H5P marks are owned by the D2L group of companies. Please visit D2L.com/trademarks for a list of D2L marks. All other trademarks are the property of their respective owners.

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