FORM 10-K
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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Florida
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59-3157093
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(State or Other Jurisdiction
of Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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250 Technology Park, Lake Mary, FL
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32746
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, par value $.001
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Nasdaq Global Select Market
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Item 16.
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•
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an economic downturn in the manufacturing industry or the domestic and international economies in the regions of the world where we operate;
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our inability to further penetrate our customer base and target markets;
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development by others of new or improved products, processes or technologies that make our products less competitive or obsolete;
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our inability to maintain what we believe to be our technological advantage by developing new products and enhancing our existing products;
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risks associated with expanding international operations, such as difficulties in staffing and managing foreign operations, increased political and economic instability, compliance with potentially evolving import and export regulations, and the burdens and potential exposure of complying with a wide variety of U.S. and foreign laws and labor practices;
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our inability to successfully identify and acquire target companies and achieve expected benefits from, and effectively integrate, acquisitions that are consummated;
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the cyclical nature of the industries of our customers and material adverse changes in our customers’ access to liquidity and capital;
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change in the potential for the computer-aided measurement (“CAM2”) market and the potential adoption rate for our products, which are difficult to quantify and predict;
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our inability to protect our patents and other proprietary rights in the United States and foreign countries;
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our inability to adequately establish and maintain effective internal controls over financial reporting;
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fluctuations in our annual and quarterly operating results and the inability to achieve our financial operating targets as a result of a number of factors including, without limitation (i) litigation and regulatory action brought against us, (ii) quality issues with our products, (iii) excess or obsolete inventory, shrinkage or other inventory losses due to product obsolescence, change in demand for our products, scrap or material price changes, (iv) raw material price fluctuations and other inflationary pressures, (v) expansion of our manufacturing capability, (vi) the size and timing of customer orders, (vii) the amount of time that it takes to fulfill orders and ship our products, (viii) the length of our sales cycle to new customers and the time and expense incurred in further penetrating our existing customer base, (ix) increases in operating expenses required for product development and new product marketing, (x) the timing and market acceptance of new products and product enhancements, (xi) customer order deferrals in anticipation of new products and product enhancements, (xii) the inability of our sales and marketing programs to achieve their sales targets, (xiii) start-up costs associated with opening new sales offices outside of the United States, (xiv) fluctuations in revenue without proportionate adjustments in fixed costs, (xv) inefficiencies in the management of our inventories and fixed assets, (xvi) compliance with government regulations including health, safety, and environmental matters, and (xvii) investment costs associated with the training and ramp-up time for new sales people;
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changes in gross margin due to a changing mix of products sold and the different gross margins on different products and sales channels;
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our inability to successfully comply with the requirements of Restriction of use of Hazardous Substances (“ROHS2”) Directive and the Waste Electrical and Electronic Equipment (“WEEE”) Directive in the European Union;
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the inability of our products to displace traditional measurement devices and attain broad market acceptance;
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the impact of competitive products and pricing on our current offerings;
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the loss of our Chief Executive Officer or other key personnel;
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difficulties in recruiting research and development engineers and application engineers;
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the failure to effectively manage the effects of any future growth;
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the impact of reductions or projected reductions in government spending, or uncertainty regarding future levels of government expenditures, particularly in the defense sector;
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variations in our effective income tax rate, which make it difficult to predict our effective income tax rate on a quarterly and annual basis, and the impact of the U.S. Tax Cuts and Jobs Act of 2017;
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the loss of key suppliers and the inability to find sufficient alternative suppliers in a reasonable period of time or on commercially reasonable terms;
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the impact of fluctuations in exchange rates;
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the effect of estimates and assumptions with respect to critical accounting policies and the impact of the adoption of recently issued accounting pronouncements;
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the impact of new product introductions, including the costs associated with new product introductions, such as product development, marketing, assembly line start-up costs and low introductory period production volumes, and manufacturing inefficiencies associated with new product introductions;
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the magnitude of increased warranty costs from new product introductions and enhancements to existing products;
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the sufficiency of our plants to meet manufacturing requirements;
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the continuation of our share repurchase program;
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the sufficiency of our working capital and cash flow from operations to fund our long-term liquidity requirements;
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the impact of geographic changes in the manufacturing or sales of our products on our effective income tax rate; and
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our ability to comply with the requirements for favorable income tax rates in foreign jurisdictions.
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•
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Articulated Arm
– The articulated arm is comprised of three major joints, each of which may consist of one, two or three axes of motion. The articulated arm is available in a variety of sizes, configurations and precision levels suitable for a broad range of applications. To take a measurement, the operator simply touches the object to be measured with a probe at the end of the arm and presses a button. Data can be captured at either individual points or a series of points. Optical encoders located at each of the joints of the arm measure the angles at those joints, and this rotational measurement data is transmitted to an on-board controller that converts the arm angles to precise locations in 3D space using “xyz” position coordinates and “ijk” orientation coordinates.
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Computer
– We pre-install our CAM2 software primarily on either a notebook or desktop style computer, depending on the customer’s need, and the measurement arm, computer and installed software are sold as a system. We purchase the computers sold with our products from various suppliers.
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Laser Tracker Vantage
– The FARO Laser Tracker Vantage utilizes an ultra-precise laser beam to measure objects of up to 80 meters. It enables manufacturing, engineering, and quality control professionals to measure and inspect large parts, machine tools and other large objects on-site and in-process.
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Laser Tracker ION
– The FARO Laser Tracker ION is an interferometer (IFM)-based measurement system that provides the high accuracy and range to complete measurement tasks, such as in-line measurements, high-speed dynamic measurements, or high-accuracy machine calibration.
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Computer
– The FARO Laser Tracker includes a notebook or desktop style computer, depending on the customer’s requirements, that includes the pre-installed CAM2 Software.
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CAM2 Measure 10
allows customers to complete measurement jobs quickly and gives customers the freedom to measure as required by the application, thereby improving every process where measuring is needed.
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CAM2 SmartInspect
is our CAM2 solution for measuring geometry and building dimensions. The software allows customers to quickly measure geometric features and report dimensions for control.
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BuildIT
is a CAD-to-part inspection software that enables quick and easy dimensional verification of manufactured parts and assemblies for tool building, assembly, alignment, process automation, reverse engineering and quality control. BuildIT’s advanced analysis and reporting capabilities combine measurement data from multiple sources to produce detailed graphical and textual reports that are used to quickly identify manufacturing and production trends. With both numerical and graphical feedback of real-time deviations, BuildIT allows users to position parts with micrometer accuracy for high-precision assembly and alignment applications.
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FARO SCENE
software combines ease-of-use, networking, and an enhanced 3D experience to deliver a complete scan processing solution. With SCENE, customers can display, analyze, administer and edit 3D measurements in point clouds.
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FARO Zone
software makes diagramming and pre-planning easier for law enforcement officers, firefighters and loss control engineers by allowing the users who need to draw site plans or crash or crime scene diagrams to be able to do so in a fast and efficient manner.
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PointSense
software products enable and simplify the use of real world objects in CAD applications. Primarily serving the surveying and architecture, engineering and construction spaces, the offering allows the user to integrate 3D laser scan data with CAD environments. PointSense offerings include PointSense for Revit
®
(a registered trademark of Autodesk), PointSense Building, PointSense Heritage, PointSense Plant, and PointSense Pro.
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FARO RayTracer
TM
software streamlines processes for factory workers and enables the projection of 3D templates. Primarily serving manufacturing environments, the offering can be used to establish databases, manage their components, configure jobs and control parameters, edit projection data and reference tool data. The FARO RayTracer
TM
offerings include RayTracer
TM
Administrator and RayTracer
TM
Operator.
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the inability to assimilate effectively the operations, products, technologies and personnel of the acquired companies (some of which may be located in diverse geographic regions);
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the inability to maintain uniform standards, controls, procedures and policies;
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the need or obligation to divest portions of the acquired companies; and
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the potential impairment of relationships with customers.
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adverse changes in the manufacturing industry and general economic conditions;
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the effectiveness of sales promotions;
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geographic expansion in our regions;
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training and ramp-up time for new sales people;
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investments in strategic sales, product or other initiatives;
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investments in technologies and new products and product enhancements, including costs associated with new development and product introductions, and the timing and market acceptance of new products and product enhancements;
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manufacturing inefficiencies related to new product introductions;
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excess or obsolete inventory, shrinkage or other inventory losses due to product obsolescence, change in demand for our products, scrap or material price changes;
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expansion of our manufacturing capability;
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the size and timing of customer orders, many of which are received towards the end of a quarter;
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the amount of time that it takes to fulfill orders and ship our products;
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the length of our sales cycle to new customers;
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customer order deferrals in anticipation of new products and product enhancements;
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start-up costs and ramp-up time associated with opening new sales offices outside of the United States;
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variations in our effective income tax rate and difficulty in predicting our effective tax rate on a quarterly and annual basis; and
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litigation and regulatory action brought against us.
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difficulties in staffing and managing foreign operations;
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political and economic instability;
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unexpected changes in regulatory requirements and laws;
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longer customer payment cycles and difficulty collecting accounts receivable;
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compliance with export and import regulations, including tariffs, and trade restrictions;
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governmental restrictions on the transfer of funds to us from our operations outside the United States; and
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burdens of complying with a wide variety of foreign laws and labor practices.
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increased complexity;
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increased responsibility for existing and new management personnel; and
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incremental strain on our operations and financial and management systems.
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facilitate the purchase and distribution of thousands of inventory items;
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receive, process and ship orders on a timely basis;
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accurately bill and collect from customers;
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process payments to suppliers and employees; and
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summarize results and manage our business.
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fluctuations in demand for, and sales of, our products or prolonged downturns in the industries that we serve;
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actual or anticipated variations in quarterly or annual operating results;
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general economic uncertainties;
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speculation in the press or investment community; and
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announcements of technological innovations or new products by us or our competitors.
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a limitation on shareholders’ ability to call a special meeting of our shareholders;
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advance notice requirements to nominate directors for election to our board of directors or to propose matters that can be acted on by shareholders at shareholder meetings;
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our classified board of directors, which means that approximately one-third of our directors are elected each year; and
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the authority of the board of directors to issue, without shareholder approval, preferred stock with such terms as the board of directors may determine.
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2017
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2016
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High
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Low
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High
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Low
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First Quarter
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$
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38.95
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$
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33.10
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$
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35.70
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$
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20.72
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Second Quarter
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40.00
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31.90
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38.01
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27.87
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Third Quarter
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40.60
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32.25
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36.87
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30.20
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Fourth Quarter
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54.40
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37.30
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40.15
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29.00
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Company/Market/Peer Group
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2012
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2013
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2014
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2015
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2016
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2017
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FARO Technologies, Inc.
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$
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100.00
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$
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163.40
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$
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175.67
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$
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82.74
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$
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100.90
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$
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131.73
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Nasdaq Composite-Total Returns
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$
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100.00
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$
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140.12
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$
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160.78
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$
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171.97
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$
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187.22
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$
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242.71
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Morningstar Scientific & Technical Instruments
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$
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100.00
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$
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126.56
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$
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132.76
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$
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115.65
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$
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148.25
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$
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206.73
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Year ended December 31,
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in thousands, except share and per-share data
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2017
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2016
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2015
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2014
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2013
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Consolidated Statement of Operations Data:
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Sales
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$
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360,917
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$
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325,584
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$
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317,548
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$
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341,826
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$
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291,784
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Gross profit (1)
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204,637
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177,960
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167,236
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188,510
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161,651
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Income from operations
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5,322
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13,284
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13,122
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37,340
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30,154
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Income before income tax expense(benefit)
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5,827
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12,626
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12,806
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37,522
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28,862
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Net (loss) income
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(14,516
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)
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11,107
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12,813
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33,649
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21,509
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Net (loss) income per common share:
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Basic
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$
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(0.87
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)
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$
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0.67
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$
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0.74
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$
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1.95
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$
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1.26
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Diluted
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$
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(0.87
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)
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$
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0.67
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$
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0.74
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$
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1.93
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$
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1.25
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Weighted average shares outstanding:
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Basic
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16,711,534
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16,654,786
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17,288,665
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17,247,727
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17,087,104
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Diluted
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16,711,534
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16,681,710
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17,389,473
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17,416,453
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17,241,115
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As of December 31,
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2017
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2016
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2015
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2014
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2013
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Consolidated Balance Sheet Data:
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Working capital (2) (3)
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$
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218,274
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$
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212,055
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$
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221,335
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$
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250,234
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$
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258,565
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Total assets
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458,578
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423,714
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409,186
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425,463
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391,496
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Total debt-capital leases
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475
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21
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28
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8
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16
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Total shareholders’ equity
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352,066
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339,657
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327,644
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343,854
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315,950
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(1)
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In 2016, certain prior year stock compensation expenses were reclassified between cost of sales, general and administrative, selling and marketing, and research and development expenses to reflect the appropriate departmental costs. As a result of this reclassification, gross profit for the years ended December 31, 2015, 2014, and 2013 was reduced by $0.4 million, $0.4 million and $0.2 million, respectively.
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(2)
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In 2015 management reassessed certain inventory policies based on the then-current sales and customer trends. As a result, we now expect our sales demonstration inventory to be held by our sales representatives for more than one year. To reflect this change in policy, we reclassified $18.5 million as of December 31, 2015 and December 31, 2014 from current assets to long-term assets, impacting the working capital calculation. Working capital as of December 31, 2013 has not been adjusted to reflect this change in policy as it is not practical to do so.
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(3)
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In 2017, we adopted Accounting Standards Update 2015-17,
Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes
(“ASU 2015-11”), as issued by the Financial Accounting Standards Board, which requires that deferred tax liabilities and assets be classified as non-current in a classified balance sheet. We adopted ASU 2015-11 on a retrospective basis. As a result, the working capital amounts as of December 31, 2016, 2015, 2014 and 2013 have been reduced by $7.6 million, $7.8 million, $5.9 million and $4.6 million, respectively, to conform with the current year presentation of deferred tax assets as non-current assets.
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◦
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FARO Quantum
S
FaroArm
®
- This introduction is certified to ISO 10360 - 12:2016. The Quantum
S
tests to the International Electrical Commission (IEC 60068-2) standards for shock, vibration and temperature stress relief of electro-mechanical or electronic equipment and devices.
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◦
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FARO Focus
S
70
- This addition to the FARO Focus laser scanner portfolio provides industrial grade performance, which includes an Ingress Protection Rating for use in high particulate and wet weather conditions, high dynamic range imaging and extended temperature range.
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◦
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FARO Focus
M
70
- This addition to the FARO Focus laser scanner portfolio provides an entry point for all professional users considering laser scanning in the Construction BIM-CIM and Public Safety Forensics markets.
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◦
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FARO Vantage
S
and Vantage
E
Laser Trackers -
The Vantage
S
is intended for short-to-long range measurement applications of up to 80 meters, while the Vantage
E
supports short-to-medium range applications of up to 25 meters.
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◦
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FARO PointSense 18.0 Software Suite
– This software platform delivers seamless integration into the latest 2018 AutoCAD
®
and Revit
®
(registered trademarks of Autodesk) design tools.
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◦
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FARO CAM2 Measure 10.5
– This software platform provides users with streamlined analysis and visual reporting. Workflow efficiencies are enhanced through programming data analysis to reduce required training time and minimize operator errors.
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◦
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FARO Zone
– This platform enables investigators to move fluidly between 2D and 3D environments for public safety professionals. The application is used for presentations in courtroom exhibits, and enhances the ability of public safety professionals to plan for and respond to emergencies by creating accurate representations of real-world locations within local communities.
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◦
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FARO SCENE 7.0
– This software platform includes the quality and functionality of SCENE 6.2, such as automatic object recognition, scan registration and position. It adds additional functionality by enabling 3D scan data, whether it be from a single scan or multiple scans in process simultaneously, to be wirelessly transmitted directly to an onsite computer workstation in real time.
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Years ended December 31,
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||||||||||||
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2017
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|
2016
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Change
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||||||||||
(dollars in millions)
|
|
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% of Sales
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|
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% of Sales
|
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2017 vs 2016
|
||||||||
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|
|
|
|
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|
||||||||
Sales
|
|
$
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360.9
|
|
100.0
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%
|
|
$
|
325.6
|
|
100.0
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%
|
|
$
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35.3
|
|
Cost of sales
|
|
156.3
|
|
43.3
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%
|
|
147.6
|
|
45.3
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%
|
|
8.7
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|
|||
Gross profit
|
|
204.6
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|
56.7
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%
|
|
178.0
|
|
54.7
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%
|
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26.6
|
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|||
|
|
|
|
|
|
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|
||||||||
Operating expenses
|
|
|
|
|
|
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|
||||||||
Selling and marketing
|
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103.5
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28.7
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%
|
|
79.9
|
|
24.5
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%
|
|
23.6
|
|
|||
General and administrative
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43.8
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12.1
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%
|
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40.8
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|
12.5
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%
|
|
3.0
|
|
|||
Depreciation and amortization
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16.6
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|
4.6
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%
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13.9
|
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4.3
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%
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|
2.7
|
|
|||
Research and development
|
|
35.4
|
|
9.8
|
%
|
|
30.1
|
|
9.3
|
%
|
|
5.3
|
|
|||
Total operating expenses
|
|
199.3
|
|
55.2
|
%
|
|
164.7
|
|
50.6
|
%
|
|
34.6
|
|
|||
|
|
|
|
|
|
|
|
|
||||||||
Other (income) expense
|
|
(0.5
|
)
|
(0.1
|
)%
|
|
0.7
|
|
0.2
|
%
|
|
(1.2
|
)
|
|||
|
|
|
|
|
|
|
|
|
||||||||
Income tax expense
|
|
20.3
|
|
5.6
|
%
|
|
1.5
|
|
0.5
|
%
|
|
18.8
|
|
|||
|
|
|
|
|
|
|
|
|
||||||||
Net (loss) income
|
|
$
|
(14.5
|
)
|
(4.0
|
)%
|
|
$
|
11.1
|
|
3.4
|
%
|
|
$
|
(25.6
|
)
|
Factory Metrology
|
|
|
|
||||
(dollars in millions)
|
|
December 31, 2017
|
December 31, 2016
|
||||
Net sales
|
|
$
|
245.1
|
|
$
|
236.3
|
|
Segment profit
|
|
$
|
78.9
|
|
$
|
73.7
|
|
Segment profit as a % of Sales
|
|
32.2
|
%
|
31.2
|
%
|
Construction BIM-CIM
|
|
|
|
||||
(dollars in millions)
|
|
December 31, 2017
|
December 31, 2016
|
||||
Net sales
|
|
$
|
86.3
|
|
$
|
65.1
|
|
Segment profit
|
|
$
|
21.1
|
|
$
|
14.8
|
|
Segment profit as a % of Sales
|
|
24.4
|
%
|
22.7
|
%
|
Other
|
|
|
|
||||
(dollars in millions)
|
|
December 31, 2017
|
December 31, 2016
|
||||
Net sales
|
|
$
|
29.5
|
|
$
|
24.2
|
|
Segment profit
|
|
$
|
1.2
|
|
$
|
9.6
|
|
Segment profit as a % of Sales
|
|
3.9
|
%
|
39.8
|
%
|
|
|
Years ended December 31,
|
|
|
||||||||||||
|
|
2016
|
|
2015
|
|
Change
|
||||||||||
(dollars in millions)
|
|
|
% of Sales
|
|
|
% of Sales
|
|
2016 vs 2015
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Sales
|
|
$
|
325.6
|
|
100.0
|
%
|
|
$
|
317.5
|
|
100.0
|
%
|
|
$
|
8.1
|
|
Cost of sales
|
|
147.6
|
|
45.3
|
%
|
|
150.3
|
|
47.3
|
%
|
|
(2.7
|
)
|
|||
Gross profit
|
|
178.0
|
|
54.7
|
%
|
|
167.2
|
|
52.7
|
%
|
|
10.8
|
|
|||
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses
|
|
|
|
|
|
|
|
|
||||||||
Selling and marketing
|
|
79.9
|
|
24.5
|
%
|
|
79.8
|
|
25.1
|
%
|
|
0.1
|
|
|||
General and administrative
|
|
40.8
|
|
12.5
|
%
|
|
36.4
|
|
11.5
|
%
|
|
4.4
|
|
|||
Depreciation and amortization
|
|
13.9
|
|
4.3
|
%
|
|
11.2
|
|
3.5
|
%
|
|
2.7
|
|
|||
Research and development
|
|
30.1
|
|
9.2
|
%
|
|
26.7
|
|
8.4
|
%
|
|
3.4
|
|
|||
Total operating expenses
|
|
164.7
|
|
50.6
|
%
|
|
154.1
|
|
48.5
|
%
|
|
10.6
|
|
|||
|
|
|
|
|
|
|
|
|
||||||||
Other expense
|
|
0.7
|
|
0.2
|
%
|
|
0.3
|
|
0.1
|
%
|
|
0.4
|
|
|||
|
|
|
|
|
|
|
|
|
||||||||
Income tax expense (benefit)
|
|
1.5
|
|
0.5
|
%
|
|
—
|
|
—
|
%
|
|
1.5
|
|
|||
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
11.1
|
|
3.4
|
%
|
|
$
|
12.8
|
|
4.0
|
%
|
|
$
|
(1.7
|
)
|
Factory Metrology
|
|
|
|
||||
(dollars in millions)
|
|
December 31, 2016
|
December 31, 2015
|
||||
Net sales
|
|
$
|
236.3
|
|
$
|
222.7
|
|
Segment profit
|
|
$
|
73.7
|
|
$
|
63.5
|
|
Segment profit as a % of Sales
|
|
31.2
|
%
|
28.5
|
%
|
Construction BIM-CIM
|
|
|
|
||||
(dollars in millions)
|
|
December 31, 2016
|
December 31, 2015
|
||||
Net sales
|
|
$
|
65.1
|
|
$
|
70.8
|
|
Segment profit
|
|
$
|
14.8
|
|
$
|
16.3
|
|
Segment profit as a % of Sales
|
|
22.7
|
%
|
23.0
|
%
|
Other
|
|
|
|
||||
(dollars in millions)
|
|
December 31, 2016
|
December 31, 2015
|
||||
Net sales
|
|
$
|
24.2
|
|
$
|
24.0
|
|
Segment profit
|
|
$
|
9.6
|
|
$
|
7.6
|
|
Segment profit as a % of Sales
|
|
39.8
|
%
|
31.9
|
%
|
|
|
Payments Due by Period
|
||||||||||||||||||
Contractual Obligations
|
|
Total
|
|
< 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
> 5 Years
|
||||||||||
Operating lease obligations
|
|
$
|
20,639
|
|
|
$
|
6,563
|
|
|
$
|
8,048
|
|
|
$
|
2,464
|
|
|
$
|
3,564
|
|
Capital lease obligations
|
|
475
|
|
|
119
|
|
|
229
|
|
|
127
|
|
|
|
||||||
Purchase obligations
|
|
54,029
|
|
|
53,320
|
|
|
709
|
|
|
—
|
|
|
—
|
|
|||||
Transition tax liability
|
|
17,340
|
|
|
$
|
1,387
|
|
|
$
|
2,774
|
|
|
$
|
2,774
|
|
|
$
|
10,405
|
|
|
Other obligations
|
|
412
|
|
|
$
|
412
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
||
Total
|
|
$
|
92,895
|
|
|
$
|
61,801
|
|
|
$
|
11,760
|
|
|
$
|
5,365
|
|
|
$
|
13,969
|
|
(in thousands, except share and per share data)
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
140,960
|
|
|
$
|
106,169
|
|
Short-term investments
|
|
10,997
|
|
|
42,942
|
|
||
Accounts receivable, net
|
|
72,105
|
|
|
61,364
|
|
||
Inventories, net
|
|
53,786
|
|
|
51,886
|
|
||
Prepaid expenses and other current assets
|
|
16,311
|
|
|
16,304
|
|
||
Total current assets
|
|
294,159
|
|
|
278,665
|
|
||
Property and equipment:
|
|
|
|
|
||||
Machinery and equipment
|
|
66,514
|
|
|
57,063
|
|
||
Furniture and fixtures
|
|
6,945
|
|
|
6,099
|
|
||
Leasehold improvements
|
|
19,872
|
|
|
18,778
|
|
||
Property and equipment at cost
|
|
93,331
|
|
|
81,940
|
|
||
Less: accumulated depreciation and amortization
|
|
(61,452
|
)
|
|
(50,262
|
)
|
||
Property and equipment, net
|
|
31,879
|
|
|
31,678
|
|
||
Goodwill
|
|
52,750
|
|
|
46,744
|
|
||
Intangible assets, net
|
|
22,540
|
|
|
22,279
|
|
||
Service and sales demonstration inventory, net
|
|
39,614
|
|
|
29,136
|
|
||
Deferred income tax assets, net
|
|
15,606
|
|
|
14,307
|
|
||
Other long-term assets
|
|
2,030
|
|
|
905
|
|
||
Total assets
|
|
$
|
458,578
|
|
|
$
|
423,714
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
11,569
|
|
|
$
|
11,126
|
|
Accrued liabilities
|
|
27,362
|
|
|
24,572
|
|
||
Income taxes payable
|
|
4,676
|
|
|
618
|
|
||
Current portion of unearned service revenues
|
|
29,674
|
|
|
27,422
|
|
||
Customer deposits
|
|
2,604
|
|
|
2,872
|
|
||
Total current liabilities
|
|
75,885
|
|
|
66,610
|
|
||
Unearned service revenues - less current portion
|
|
11,815
|
|
|
13,813
|
|
||
Deferred income tax liabilities
|
|
695
|
|
|
1,409
|
|
||
Income taxes payable - less current portion
|
|
15,952
|
|
|
—
|
|
||
Other long-term liabilities
|
|
2,165
|
|
|
2,225
|
|
||
Total liabilities
|
|
106,512
|
|
|
84,057
|
|
||
Commitments and contingencies - See Note 12
|
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
|
||||
Preferred stock - par value $0.01, 10,000,000 shares authorized; none issued
|
|
—
|
|
|
—
|
|
||
Common stock - par value $.001, 50,000,000 shares authorized; 18,277,142 and 18,170,267 issued; 16,796,884 and 16,680,791 outstanding, respectively
|
|
18
|
|
|
18
|
|
||
Additional paid-in capital
|
|
223,055
|
|
|
212,602
|
|
||
Retained earnings
|
|
168,624
|
|
|
183,436
|
|
||
Accumulated other comprehensive loss
|
|
(7,822
|
)
|
|
(24,561
|
)
|
||
Common stock in treasury, at cost - 1,480,258 shares and 1,489,476, respectively
|
|
(31,809
|
)
|
|
(31,838
|
)
|
||
Total shareholders’ equity
|
|
352,066
|
|
|
339,657
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
458,578
|
|
|
$
|
423,714
|
|
|
|
Years ended December 31,
|
|||||||||||
(in thousands, except share and per share data)
|
|
2017
|
|
2016
|
|
2015
|
|||||||
SALES
|
|
|
|
|
|
|
|||||||
Product
|
|
$
|
277,922
|
|
|
$
|
256,010
|
|
|
$
|
259,842
|
|
|
Service
|
|
82,995
|
|
|
69,574
|
|
|
57,706
|
|
||||
Total sales
|
|
360,917
|
|
|
325,584
|
|
|
317,548
|
|
||||
COST OF SALES
|
|
|
|
|
|
|
|||||||
Product
|
|
110,143
|
|
|
107,965
|
|
|
114,257
|
|
||||
Service
|
|
46,137
|
|
|
39,659
|
|
|
36,055
|
|
||||
Total cost of sales (exclusive of depreciation and amortization, shown separately below)
|
|
156,280
|
|
|
147,624
|
|
|
150,312
|
|
||||
GROSS PROFIT
|
|
204,637
|
|
|
177,960
|
|
|
167,236
|
|
||||
OPERATING EXPENSES
|
|
|
|
|
|
|
|||||||
Selling and marketing
|
|
103,544
|
|
|
79,870
|
|
|
79,837
|
|
||||
General and administrative
|
|
43,807
|
|
|
40,813
|
|
|
36,370
|
|
||||
Depreciation and amortization
|
|
16,588
|
|
|
13,868
|
|
|
11,217
|
|
||||
Research and development
|
|
35,376
|
|
|
30,125
|
|
|
26,690
|
|
||||
Total operating expenses
|
|
199,315
|
|
|
164,676
|
|
1
|
|
154,114
|
|
|||
INCOME FROM OPERATIONS
|
|
5,322
|
|
|
13,284
|
|
|
13,122
|
|
||||
OTHER EXPENSE (INCOME)
|
|
|
|
|
|
|
|||||||
Interest income
|
|
(319
|
)
|
|
(212
|
)
|
|
(111
|
)
|
||||
Other (income) expense, net
|
|
(190
|
)
|
|
822
|
|
|
371
|
|
||||
Interest expense
|
|
4
|
|
|
48
|
|
|
56
|
|
||||
INCOME BEFORE INCOME TAX EXPENSE (BENEFIT)
|
|
5,827
|
|
|
12,626
|
|
|
12,806
|
|
||||
INCOME TAX EXPENSE (BENEFIT)
|
|
20,343
|
|
|
1,519
|
|
|
(7
|
)
|
||||
NET (LOSS) INCOME
|
|
$
|
(14,516
|
)
|
|
$
|
11,107
|
|
|
$
|
12,813
|
|
|
NET (LOSS) INCOME PER SHARE - BASIC
|
|
$
|
(0.87
|
)
|
|
$
|
0.67
|
|
|
$
|
0.74
|
|
|
NET (LOSS) INCOME PER SHARE - DILUTED
|
|
$
|
(0.87
|
)
|
|
$
|
0.67
|
|
|
$
|
0.74
|
|
|
Weighted average shares - Basic
|
|
16,711,534
|
|
|
16,654,786
|
|
|
17,288,665
|
|
||||
Weighted average shares - Diluted
|
|
16,711,534
|
|
|
16,681,710
|
|
|
17,389,473
|
|
|
|
Years ended December 31,
|
||||||||||
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net (loss) income
|
|
$
|
(14,516
|
)
|
|
$
|
11,107
|
|
|
$
|
12,813
|
|
Currency translation adjustments, net of income tax
|
|
16,739
|
|
|
(4,700
|
)
|
|
(13,166
|
)
|
|||
Comprehensive income (loss)
|
|
$
|
2,223
|
|
|
$
|
6,407
|
|
|
$
|
(353
|
)
|
|
|
|
|
|
|
Accumulated
Other Comprehensive Income (Loss) |
|
Common
Stock in Treasury |
|
Total
|
|||||||||||||||||
|
|
|
|
Additional
Paid-in Capital |
|
Retained Earnings
|
|
||||||||||||||||||||
|
|
Common Stock
|
|
|
|
||||||||||||||||||||||
(in thousands, except share data)
|
|
Shares
|
|
Amounts
|
|
|
|
||||||||||||||||||||
BALANCE JANUARY 1, 2015
|
|
17,317,430
|
|
|
$
|
18
|
|
|
$
|
200,090
|
|
|
$
|
159,516
|
|
|
$
|
(6,695
|
)
|
|
$
|
(9,075
|
)
|
|
$
|
343,854
|
|
Net income
|
|
|
|
|
|
|
|
12,813
|
|
|
|
|
|
|
12,813
|
|
|||||||||||
Currency translation adjustment, net of income tax
|
|
|
|
|
|
|
|
|
|
(13,166
|
)
|
|
|
|
(13,166
|
)
|
|||||||||||
Restricted stock issued and stock based compensation under incentive plans
|
|
13,143
|
|
|
|
|
4,306
|
|
|
|
|
|
|
|
|
4,306
|
|
||||||||||
Stock options exercised
|
|
66,786
|
|
|
|
|
2,287
|
|
|
|
|
|
|
|
|
2,287
|
|
||||||||||
Tax impact from restricted stock and stock options
|
|
|
|
|
|
313
|
|
|
|
|
|
|
|
|
313
|
|
|||||||||||
Repurchase of common stock
|
|
(809,241
|
)
|
|
|
|
|
|
|
|
|
|
|
(22,763
|
)
|
|
(22,763
|
)
|
|||||||||
BALANCE DECEMBER 31, 2015
|
|
16,588,118
|
|
|
$
|
18
|
|
|
$
|
206,996
|
|
|
$
|
172,329
|
|
|
$
|
(19,861
|
)
|
|
$
|
(31,838
|
)
|
|
$
|
327,644
|
|
Net income
|
|
|
|
|
|
|
|
11,107
|
|
|
|
|
|
|
11,107
|
|
|||||||||||
Currency translation adjustment, net of income tax
|
|
|
|
|
|
|
|
|
|
(4,700
|
)
|
|
|
|
(4,700
|
)
|
|||||||||||
Restricted stock issued and stock based compensation under incentive plans
|
|
20,925
|
|
|
|
|
5,374
|
|
|
|
|
|
|
|
|
5,374
|
|
||||||||||
Stock options exercised
|
|
71,748
|
|
|
|
|
674
|
|
|
|
|
|
|
|
|
674
|
|
||||||||||
Tax impact from restricted stock and stock options
|
|
|
|
|
|
(442
|
)
|
|
|
|
|
|
|
|
(442
|
)
|
|||||||||||
BALANCE DECEMBER 31, 2016
|
|
16,680,791
|
|
|
$
|
18
|
|
|
$
|
212,602
|
|
|
$
|
183,436
|
|
|
$
|
(24,561
|
)
|
|
$
|
(31,838
|
)
|
|
$
|
339,657
|
|
Net loss
|
|
|
|
|
|
|
|
(14,516
|
)
|
|
|
|
|
|
(14,516
|
)
|
|||||||||||
Currency translation adjustment, net of income tax
|
|
|
|
|
|
|
|
|
|
16,739
|
|
|
|
|
16,739
|
|
|||||||||||
Restricted stock issued and stock based compensation under incentive plans
|
|
19,881
|
|
|
|
|
6,450
|
|
|
|
|
|
|
|
|
6,450
|
|
||||||||||
Stock options exercised, net of shares withheld for employee taxes
|
|
86,994
|
|
|
|
|
3,284
|
|
|
|
|
|
|
|
|
3,284
|
|
||||||||||
Reissuance of treasury shares
|
|
9,218
|
|
|
|
|
281
|
|
|
|
|
|
|
29
|
|
|
310
|
|
|||||||||
Cumulative effect of the adoption of ASU 2016-09
|
|
|
|
|
|
438
|
|
|
(296
|
)
|
|
|
|
|
|
142
|
|
||||||||||
BALANCE DECEMBER 31, 2017
|
|
16,796,884
|
|
|
$
|
18
|
|
|
$
|
223,055
|
|
|
$
|
168,624
|
|
|
$
|
(7,822
|
)
|
|
$
|
(31,809
|
)
|
|
$
|
352,066
|
|
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
CASH FLOWS FROM:
|
|
|
|
|
|
|
||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Net (loss) income
|
|
$
|
(14,516
|
)
|
|
$
|
11,107
|
|
|
$
|
12,813
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
16,588
|
|
|
13,868
|
|
|
11,217
|
|
|||
Compensation for stock options and restricted stock units
|
|
6,450
|
|
|
5,374
|
|
|
4,306
|
|
|||
Provision for bad debts (net recovery of)
|
|
370
|
|
|
898
|
|
|
346
|
|
|||
Loss on disposal of assets
|
|
451
|
|
|
860
|
|
|
947
|
|
|||
Write-down of inventories
|
|
1,734
|
|
|
4,134
|
|
|
10,878
|
|
|||
Deferred income tax benefit
|
|
(1,740
|
)
|
|
(2,002
|
)
|
|
(655
|
)
|
|||
Income tax benefit from exercise of stock options
|
|
—
|
|
|
(357
|
)
|
|
(313
|
)
|
|||
Change in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Decrease (increase) in:
|
|
|
|
|
|
|
||||||
Accounts receivable, net
|
|
(6,766
|
)
|
|
6,727
|
|
|
9,584
|
|
|||
Inventories, net
|
|
(10,926
|
)
|
|
(6,729
|
)
|
|
(18,021
|
)
|
|||
Prepaid expenses and other assets
|
|
(253
|
)
|
|
3,588
|
|
|
(2,834
|
)
|
|||
(Decrease) increase in:
|
|
|
|
|
|
|
||||||
Accounts payable and accrued liabilities
|
|
1,103
|
|
|
534
|
|
|
(6,401
|
)
|
|||
Income taxes payable
|
|
20,011
|
|
|
618
|
|
|
—
|
|
|||
Customer deposits
|
|
(461
|
)
|
|
(1,310
|
)
|
|
1,114
|
|
|||
Unearned service revenues
|
|
(1,690
|
)
|
|
273
|
|
|
5,051
|
|
|||
Net cash provided by operating activities
|
|
10,355
|
|
|
37,583
|
|
|
28,032
|
|
|||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Proceeds from sale of investments
|
|
32,000
|
|
|
—
|
|
|
22,001
|
|
|||
Purchases of property and equipment
|
|
(8,970
|
)
|
|
(7,720
|
)
|
|
(14,169
|
)
|
|||
Payments for intangible assets
|
|
(2,377
|
)
|
|
(1,657
|
)
|
|
(2,140
|
)
|
|||
Acquisition of business, net of cash received
|
|
(5,596
|
)
|
|
(27,708
|
)
|
|
(12,066
|
)
|
|||
Net cash provided by (used in) investing activities
|
|
15,057
|
|
|
(37,085
|
)
|
|
(6,374
|
)
|
|||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Payments on capital leases
|
|
(108
|
)
|
|
(8
|
)
|
|
(8
|
)
|
|||
Payments of contingent consideration for acquisitions
|
|
(521
|
)
|
|
(774
|
)
|
|
—
|
|
|||
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
(22,763
|
)
|
|||
Income tax benefit from exercise of stock options
|
|
—
|
|
|
357
|
|
|
313
|
|
|||
Proceeds from issuance of stock, net
|
|
3,594
|
|
|
674
|
|
|
2,287
|
|
|||
Net cash provided by (used in) financing activities
|
|
2,965
|
|
|
249
|
|
|
(20,171
|
)
|
|||
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
|
6,414
|
|
|
(1,934
|
)
|
|
(3,420
|
)
|
|||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
34,791
|
|
|
(1,187
|
)
|
|
(1,933
|
)
|
|||
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
|
|
106,169
|
|
|
107,356
|
|
|
109,289
|
|
|||
CASH AND CASH EQUIVALENTS, END OF YEAR
|
|
$
|
140,960
|
|
|
$
|
106,169
|
|
|
$
|
107,356
|
|
•
|
The Factory Metrology segment provides solutions for manual and automated measurement and inspection in an industrial or manufacturing environment. Applications include alignment, part inspection, dimensional analysis, first article inspection, incoming and in-process inspection, machine calibration, non-contact inspection, robot calibration, tool building and set-up, and assembly guidance.
|
•
|
The Construction BIM-CIM segment provides solutions for as-built data capturing and 3D visualization in building information modeling and construction information management applications, allowing our customers in our architecture, engineering and construction markets to quickly and accurately extract 2D and 3D measurement points. Applications include as-built documentation, construction monitoring, surveying, asset and facility management, and heritage preservation.
|
•
|
The Other segment includes our Product Design, Public Safety Forensics and 3D Machine Vision operating segments. Our Product Design operating segment provides advanced 3D solutions to assist in the engineering or design of a movable object, enabling a full digital workflow for applications that include reverse engineering and virtual simulation. Our Public Safety Forensics operating segment provides solutions to public safety officials and professionals to capture environmental or situational scenes in 2D and 3D for crime, crash and fire scene investigations and environmental safety evaluations. Our 3D Machine Vision operating segment provides solutions to customers who require customized 3D measurement and realization solutions not otherwise addressed by our off-the-shelf product offerings.
|
|
|
Machinery, equipment and software
|
2 to 5 years
|
Furniture and fixtures
|
3 to 10 years
|
•
|
Deferred income tax assets, net were reclassified from current to non-current in our consolidated balance sheet as of December 31, 2016 as a result of adopting ASU No. 2015-17
.
|
•
|
Certain reclassifications were made between reporting segments for segment profit during the year ended December 31, 2016 in Note 16, “Segment Reporting” as a result of changes to our methodology for allocating manufacturing variances to our segments. These reclassifications only impacted our segment reporting footnote disclosure.
|
|
|
Years ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Supplemental cash flow information:
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
|
$
|
9
|
|
|
$
|
28
|
|
|
$
|
55
|
|
Cash paid for income taxes
|
|
$
|
2,488
|
|
|
$
|
2,576
|
|
|
$
|
4,682
|
|
Supplemental noncash investing and financing activities:
|
|
|
|
|
|
|
||||||
Transfer of service and sales demonstration inventory to fixed assets
|
|
$
|
2,844
|
|
|
$
|
511
|
|
|
$
|
2,979
|
|
|
|
Years ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance, beginning of year
|
|
$
|
1,829
|
|
|
$
|
1,417
|
|
|
$
|
1,844
|
|
Provision (net of recovery)
|
|
370
|
|
|
898
|
|
|
346
|
|
|||
Amounts written off, net of recoveries
|
|
(242
|
)
|
|
(486
|
)
|
|
(773
|
)
|
|||
Balance, end of year
|
|
$
|
1,957
|
|
|
$
|
1,829
|
|
|
$
|
1,417
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Raw materials
|
|
$
|
36,328
|
|
|
$
|
36,760
|
|
Finished goods
|
|
17,458
|
|
|
15,126
|
|
||
Inventories, net
|
|
$
|
53,786
|
|
|
$
|
51,886
|
|
Service and sales demonstration inventory, net
|
|
$
|
39,614
|
|
|
$
|
29,136
|
|
December 31, 2017
|
|
Beginning
Balance |
|
Additions
|
|
Foreign
Currency Translation |
|
Ending
Balance |
||||||||
Factory Metrology
|
|
$
|
37,861
|
|
|
$
|
2,357
|
|
|
$
|
2,941
|
|
|
$
|
43,159
|
|
Construction BIM-CIM
|
|
6,078
|
|
|
—
|
|
|
443
|
|
|
6,521
|
|
||||
Public Safety Forensics
|
|
$
|
2,805
|
|
|
$
|
55
|
|
|
$
|
210
|
|
|
$
|
3,070
|
|
Total
|
|
$
|
46,744
|
|
|
$
|
2,412
|
|
|
$
|
3,594
|
|
|
$
|
52,750
|
|
December 31, 2016
|
|
Beginning
Balance |
|
Additions
|
|
Foreign
Currency Translation |
|
Ending
Balance |
||||||||
Factory Metrology
|
|
$
|
21,360
|
|
|
$
|
16,709
|
|
|
$
|
(208
|
)
|
|
$
|
37,861
|
|
Construction BIM-CIM
|
|
3,429
|
|
|
2,682
|
|
|
(33
|
)
|
|
6,078
|
|
||||
Public Safety Forensics
|
|
$
|
1,582
|
|
|
$
|
1,238
|
|
|
$
|
(15
|
)
|
|
$
|
2,805
|
|
Total
|
|
$
|
26,371
|
|
|
$
|
20,629
|
|
|
$
|
(256
|
)
|
|
$
|
46,744
|
|
|
|
As of December 31, 2017
|
||||||||||
|
|
Carrying Value
|
|
Accumulated
Amortization |
|
Net Intangible
|
||||||
Amortizable intangible assets:
|
|
|
|
|
|
|
||||||
Product technology
|
|
$
|
19,459
|
|
|
$
|
10,885
|
|
|
$
|
8,574
|
|
Patents and trademarks
|
|
13,948
|
|
|
5,720
|
|
|
8,228
|
|
|||
Customer relationships
|
|
5,889
|
|
|
1,685
|
|
|
4,204
|
|
|||
Other
|
|
7,443
|
|
|
5,909
|
|
|
1,534
|
|
|||
Total
|
|
$
|
46,739
|
|
|
$
|
24,199
|
|
|
$
|
22,540
|
|
|
|
As of December 31, 2016
|
||||||||||
|
|
Carrying Value
|
|
Accumulated
Amortization |
|
Net Intangible
|
||||||
Amortizable intangible assets:
|
|
|
|
|
|
|
||||||
Product technology
|
|
$
|
15,700
|
|
|
$
|
7,614
|
|
|
$
|
8,086
|
|
Patents and trademarks
|
|
13,328
|
|
|
4,927
|
|
|
8,401
|
|
|||
Customer relationships
|
|
5,466
|
|
|
837
|
|
|
4,629
|
|
|||
Other
|
|
8,013
|
|
|
6,850
|
|
|
1,163
|
|
|||
Total
|
|
$
|
42,507
|
|
|
$
|
20,228
|
|
|
$
|
22,279
|
|
|
|
||
Years ending December 31,
|
Amount
|
||
2018
|
$
|
4,022
|
|
2019
|
3,770
|
|
|
2020
|
3,311
|
|
|
2021
|
2,880
|
|
|
2022
|
2,015
|
|
|
Thereafter
|
6,542
|
|
|
|
|
||
|
$
|
22,540
|
|
|
|
|
|
As of December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Accrued compensation and benefits
|
|
$
|
16,144
|
|
|
$
|
13,649
|
|
Accrued warranties
|
|
2,628
|
|
|
2,594
|
|
||
Professional and legal fees
|
|
1,541
|
|
|
1,775
|
|
||
Taxes other than income
|
|
3,787
|
|
|
4,026
|
|
||
Other accrued liabilities
|
|
3,262
|
|
|
2,528
|
|
||
|
|
$
|
27,362
|
|
|
$
|
24,572
|
|
|
|
Years ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance, beginning of year
|
|
$
|
2,594
|
|
|
$
|
2,309
|
|
|
$
|
2,719
|
|
Provision for warranty expense
|
|
4,045
|
|
|
3,544
|
|
|
3,597
|
|
|||
Fulfillment of warranty obligations
|
|
(4,011
|
)
|
|
(3,259
|
)
|
|
(4,007
|
)
|
|||
Balance, end of year
|
|
$
|
2,628
|
|
|
$
|
2,594
|
|
|
$
|
2,309
|
|
|
|
December 31, 2017
|
||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
Assets:
|
|
|
|
|
|
|
||||||
Short-term investments (1)
|
|
$
|
10,997
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total
|
|
$
|
10,997
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
||||||
Contingent consideration (2)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
412
|
|
Total
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
412
|
|
|
|
December 31, 2016
|
||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
Assets:
|
|
|
|
|
|
|
||||||
Short-term investments (1)
|
|
$
|
42,942
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total
|
|
$
|
42,942
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
||||||
Contingent consideration (2)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,100
|
|
Total
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,100
|
|
(1)
|
Short-term investments in the accompanying consolidated balance sheets are six-month U.S. Treasury Bills. The fair values of these assets are based on Level 1 inputs in the fair value hierarchy.
|
(2)
|
Contingent consideration liability represents arrangements to pay the former owners of certain companies we acquired. For the year ended
December 31, 2017
, we paid
$0.5 million
as part of these arrangements. For the year ended December 31, 2016, we paid
$0.8 million
as part of these arrangements. The remaining change in the fair value of the contingent consideration from December 31, 2016 to December 31, 2017 was related to a
$1.3 million
decrease due to the expiration of the contingent consideration period for one of our acquisitions and changes in foreign currency exchange rates.
|
|
|
Years ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Foreign exchange transaction (gains) losses
|
|
$
|
(162
|
)
|
|
$
|
1,356
|
|
|
$
|
377
|
|
Other
|
|
(28
|
)
|
|
(534
|
)
|
|
(6
|
)
|
|||
Total other (income) expense, net
|
|
$
|
(190
|
)
|
|
$
|
822
|
|
|
$
|
371
|
|
|
|
Years ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Domestic
|
|
$
|
2,468
|
|
|
$
|
(1,527
|
)
|
|
$
|
(144
|
)
|
Foreign
|
|
3,359
|
|
|
14,153
|
|
|
12,950
|
|
|||
Income before income taxes
|
|
$
|
5,827
|
|
|
$
|
12,626
|
|
|
$
|
12,806
|
|
|
|
Years ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
18,951
|
|
|
$
|
409
|
|
|
$
|
199
|
|
State
|
|
507
|
|
|
40
|
|
|
78
|
|
|||
Foreign
|
|
2,072
|
|
|
3,482
|
|
|
562
|
|
|||
Current income tax expense
|
|
21,530
|
|
|
3,931
|
|
|
839
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
1,038
|
|
|
(2,357
|
)
|
|
88
|
|
|||
State
|
|
(580
|
)
|
|
(229
|
)
|
|
9
|
|
|||
Foreign
|
|
(1,645
|
)
|
|
174
|
|
|
(943
|
)
|
|||
Deferred income tax benefit
|
|
(1,187
|
)
|
|
(2,412
|
)
|
|
(846
|
)
|
|||
Income tax expense (benefit)
|
|
$
|
20,343
|
|
|
$
|
1,519
|
|
|
$
|
(7
|
)
|
|
|
Years ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Tax expense at statutory rate of 34%
|
|
$
|
1,981
|
|
|
$
|
4,427
|
|
|
$
|
4,354
|
|
State income taxes, net of federal benefit
|
|
81
|
|
|
(50
|
)
|
|
54
|
|
|||
Foreign tax rate difference
|
|
(2,057
|
)
|
|
(1,939
|
)
|
|
(3,708
|
)
|
|||
Research and development credit
|
|
(1,037
|
)
|
|
(917
|
)
|
|
(853
|
)
|
|||
Change in valuation allowance
|
|
678
|
|
|
162
|
|
|
(28
|
)
|
|||
Equity based compensation
|
|
33
|
|
|
(255
|
)
|
|
54
|
|
|||
Manufacturing credit
|
|
(191
|
)
|
|
(61
|
)
|
|
11
|
|
|||
Permanent impact of non-deductible cost
|
|
766
|
|
|
412
|
|
|
(14
|
)
|
|||
Provision to return adjustments
|
|
777
|
|
|
(61
|
)
|
|
(59
|
)
|
|||
Impact of Tax Cuts and Jobs Act of 2017
|
|
19,355
|
|
|
—
|
|
|
—
|
|
|||
Other
|
|
(43
|
)
|
|
(199
|
)
|
|
182
|
|
|||
Income tax expense (benefit)
|
|
$
|
20,343
|
|
|
$
|
1,519
|
|
|
$
|
(7
|
)
|
|
|
As of December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Net deferred income tax asset - Non-current
|
|
|
|
|
||||
Warranty cost
|
|
$
|
695
|
|
|
$
|
1,121
|
|
Inventory reserve
|
|
419
|
|
|
456
|
|
||
Unearned service revenue
|
|
5,364
|
|
|
7,088
|
|
||
Employee stock options
|
|
4,366
|
|
|
4,501
|
|
||
Tax Credits
|
|
1,785
|
|
|
2,035
|
|
||
Loss carryforwards
|
|
8,782
|
|
|
8,005
|
|
||
Other, net
|
|
1,479
|
|
|
1,213
|
|
||
Total deferred tax assets
|
|
22,890
|
|
|
24,419
|
|
||
Valuation Allowance
|
|
(1,631
|
)
|
|
(876
|
)
|
||
Total deferred tax assets net of valuation allowance
|
|
21,259
|
|
|
23,543
|
|
||
Net deferred income tax liability - Non-current
|
|
|
|
|
||||
Bad debt reserve
|
|
(2
|
)
|
|
(159
|
)
|
||
Depreciation
|
|
(3,675
|
)
|
|
(6,799
|
)
|
||
Goodwill
|
|
(1,574
|
)
|
|
(2,279
|
)
|
||
Intangible assets
|
|
(1,097
|
)
|
|
(1,409
|
)
|
||
Total deferred tax liabilities
|
|
(6,348
|
)
|
|
(10,646
|
)
|
||
Net deferred tax assets
|
|
$
|
14,911
|
|
|
$
|
12,897
|
|
Jurisdiction
|
|
Open Years
|
|
Examination
in Process |
United States - Federal Income Tax
|
|
2014-2017
|
|
N/A
|
United States - various states
|
|
2013-2017
|
|
2014-2016
|
Germany
|
|
2013-2017
|
|
N/A
|
Switzerland
|
|
2017
|
|
N/A
|
Singapore
|
|
2013-2017
|
|
N/A
|
|
|
||
Years ending December 31,
|
Amount
|
||
2018
|
$
|
6,563
|
|
2019
|
4,925
|
|
|
2020
|
3,123
|
|
|
2021
|
1,251
|
|
|
2022
|
1,213
|
|
|
Thereafter
|
3,564
|
|
|
Total future minimum lease payments
|
$
|
20,639
|
|
|
|
Years ended December 31,
|
|||||||
|
|
2017
|
|
2016
|
|
2015
|
|||
Risk-free interest rate
|
|
1.88% - 2.02%
|
|
|
1.06% - 1.57%
|
|
|
0.80% - 1.21%
|
|
Expected dividend yield
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Expected option life
|
|
5 years
|
|
|
4 years
|
|
|
3 years
|
|
Expected volatility
|
|
45.2
|
%
|
|
45.0% - 47.0%
|
|
|
42.3% - 48.5%
|
|
Weighted-average expected volatility
|
|
45.2
|
%
|
|
46.1
|
%
|
|
43.5
|
%
|
|
|
Years Ended December 31,
|
|||||||
|
|
2017
|
|
2016
|
|
2015
|
|||
Risk-free interest rate
|
|
—
|
%
|
|
—
|
%
|
|
0.95% - 1.48%
|
|
Expected dividend yield
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Expected option life
|
|
—
|
|
|
—
|
|
|
4 years
|
|
Expected volatility
|
|
—
|
%
|
|
—
|
%
|
|
44.5
|
%
|
Weighted-average expected volatility
|
|
—
|
%
|
|
—
|
%
|
|
44.5
|
%
|
|
|
Options
|
|
Weighted-
Average Exercise Price |
|
Weighted-Average
Remaining Contractual Term (Years) |
|
Aggregate Intrinsic
Value as of December 31, 2017 |
|||||
Outstanding at January 1, 2017
|
|
1,090,160
|
|
|
$
|
48.02
|
|
|
|
|
|
||
Granted
|
|
267,794
|
|
|
34.75
|
|
|
|
|
|
|||
Forfeited
|
|
(84,591
|
)
|
|
44.39
|
|
|
|
|
|
|||
Exercised
|
|
(96,212
|
)
|
|
37.05
|
|
|
|
|
|
|||
Unearned performance-based options
|
|
(20,388
|
)
|
|
59.97
|
|
|
|
|
|
|||
Outstanding at December 31, 2017
|
|
1,156,763
|
|
|
$
|
45.93
|
|
|
4.3
|
|
$
|
7,082
|
|
Options exercisable at December 31, 2017
|
|
914,941
|
|
|
$
|
42.20
|
|
|
2.3
|
|
$
|
2,369
|
|
|
|
Shares
|
|
Weighted-Average
Grant Date Fair Value |
|||
Non-vested at January 1, 2017
|
|
150,682
|
|
|
$
|
33.39
|
|
Granted
|
|
155,975
|
|
|
35.79
|
|
|
Forfeited
|
|
(26,855
|
)
|
|
33.95
|
|
|
Vested
|
|
(21,706
|
)
|
|
34.55
|
|
|
Unearned performance-based awards
|
|
(604
|
)
|
|
52.83
|
|
|
Non-vested at December 31, 2017
|
|
257,492
|
|
|
$
|
34.75
|
|
|
|
Years Ended December 31,
|
||||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||
|
|
Shares
|
|
Per-Share
Amount |
|
Shares
|
|
Per-Share
Amount |
|
Shares
|
|
Per-Share
Amount |
||||||||||
Basic (loss) earnings per share
|
|
16,711,534
|
|
|
$
|
(0.87
|
)
|
|
16,654,786
|
|
|
$
|
0.67
|
|
|
17,288,665
|
|
|
$
|
0.74
|
|
|
Effect of dilutive securities
|
|
—
|
|
|
—
|
|
|
26,924
|
|
|
—
|
|
|
100,808
|
|
|
—
|
|
||||
Diluted (loss) earnings per share
|
|
16,711,534
|
|
—
|
|
$
|
(0.87
|
)
|
|
16,681,710
|
|
|
$
|
0.67
|
|
|
17,389,473
|
|
|
$
|
0.74
|
|
Securities excluded from the determination of weighted average shares for the calculation of diluted (loss) earnings per share, as they were potentially antidilutive
|
|
1,049,563
|
|
|
|
|
1,046,947
|
|
|
|
|
870,421
|
|
|
|
|
|
Factory
Metrology |
|
Construction
BIM-CIM |
|
Other
|
|
Total
|
||||||||
2017
|
|
|
|
|
|
|
|
|
||||||||
Net sales to external customers
|
|
$
|
245,114
|
|
|
$
|
86,349
|
|
|
$
|
29,454
|
|
|
$
|
360,917
|
|
Segment profit
|
|
$
|
78,857
|
|
|
$
|
21,077
|
|
|
$
|
1,159
|
|
|
$
|
101,093
|
|
|
|
|
|
|
|
|
|
|
||||||||
General and administrative
|
|
|
|
|
|
|
|
43,807
|
|
|||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
16,588
|
|
|||||||
Research and development
|
|
|
|
|
|
|
|
35,376
|
|
|||||||
|
|
|
|
|
|
|
|
|
||||||||
Income from operations
|
|
|
|
|
|
|
|
$
|
5,322
|
|
|
|
Factory
Metrology |
|
Construction
BIM-CIM |
|
Other
|
|
Total
|
||||||||
2016
|
|
|
|
|
|
|
|
|
||||||||
Net sales to external customers
|
|
$
|
236,313
|
|
|
$
|
65,056
|
|
|
$
|
24,215
|
|
|
$
|
325,584
|
|
Segment profit
|
|
$
|
73,656
|
|
|
$
|
14,799
|
|
|
$
|
9,635
|
|
|
$
|
98,090
|
|
|
|
|
|
|
|
|
|
|
||||||||
General and administrative
|
|
|
|
|
|
|
|
40,813
|
|
|||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
13,868
|
|
|||||||
Research and development
|
|
|
|
|
|
|
|
30,125
|
|
|||||||
|
|
|
|
|
|
|
|
|
||||||||
Income from operations
|
|
|
|
|
|
|
|
$
|
13,284
|
|
|
|
Factory
Metrology |
|
Construction
BIM-CIM |
|
Other
|
|
Total
|
||||||||
2015
|
|
|
|
|
|
|
|
|
||||||||
Net sales to external customers
|
|
$
|
222,745
|
|
|
$
|
70,849
|
|
|
$
|
23,954
|
|
|
$
|
317,548
|
|
Segment profit
|
|
$
|
63,463
|
|
|
$
|
16,299
|
|
|
$
|
7,637
|
|
|
$
|
87,399
|
|
|
|
|
|
|
|
|
|
|
||||||||
General and administrative
|
|
|
|
|
|
|
|
36,370
|
|
|||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
11,217
|
|
|||||||
Research and development
|
|
|
|
|
|
|
|
26,690
|
|
|||||||
|
|
|
|
|
|
|
|
|
||||||||
Income from operations
|
|
|
|
|
|
|
|
$
|
13,122
|
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net sales to external customers
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
141,595
|
|
|
$
|
133,924
|
|
|
$
|
131,670
|
|
Americas-Other
|
|
13,531
|
|
|
11,815
|
|
|
11,718
|
|
|||
Germany
|
|
49,860
|
|
|
44,041
|
|
|
41,151
|
|
|||
Europe-Other
|
|
65,201
|
|
|
57,710
|
|
|
62,032
|
|
|||
Japan
|
|
35,270
|
|
|
32,530
|
|
|
24,018
|
|
|||
Asia-Other
|
|
55,460
|
|
|
45,564
|
|
|
46,959
|
|
|||
|
|
$
|
360,917
|
|
|
$
|
325,584
|
|
|
$
|
317,548
|
|
|
|
As of December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Long-Lived Assets
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
54,703
|
|
|
$
|
54,157
|
|
|
$
|
39,973
|
|
Americas-Other
|
|
13,834
|
|
|
13,486
|
|
|
9,447
|
|
|||
Germany
|
|
26,611
|
|
|
23,734
|
|
|
24,637
|
|
|||
Europe-Other
|
|
9,124
|
|
|
6,949
|
|
|
1,146
|
|
|||
Japan
|
|
558
|
|
|
460
|
|
|
517
|
|
|||
Asia-Other
|
|
2,246
|
|
|
1,915
|
|
|
2,582
|
|
|||
|
|
$
|
107,076
|
|
|
$
|
100,701
|
|
|
$
|
78,302
|
|
|
|
BuildIt
|
|
LPT
|
|
MWF
|
|
Nutfield
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Accounts receivable
|
|
$
|
237
|
|
|
$
|
54
|
|
|
$
|
150
|
|
|
$
|
160
|
|
Inventory
|
|
—
|
|
|
322
|
|
|
—
|
|
|
539
|
|
||||
Other assets
|
|
36
|
|
|
160
|
|
|
666
|
|
|
96
|
|
||||
Deferred income tax assets
|
|
—
|
|
|
1,112
|
|
|
—
|
|
|
131
|
|
||||
Intangible assets
|
|
1,015
|
|
|
5,474
|
|
|
1,816
|
|
|
2,329
|
|
||||
Goodwill (1)
|
|
3,393
|
|
|
11,922
|
|
|
5,364
|
|
|
2,357
|
|
||||
Accounts payable and accrued liabilities
|
|
(95
|
)
|
|
(747
|
)
|
|
(700
|
)
|
|
(12
|
)
|
||||
Other liabilities
|
|
(471
|
)
|
|
(1,086
|
)
|
|
(345
|
)
|
|
(104
|
)
|
||||
Deferred income tax liabilities
|
|
(205
|
)
|
|
—
|
|
|
(364
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total purchase price, net of cash acquired
|
|
$
|
3,910
|
|
|
$
|
17,211
|
|
|
$
|
6,587
|
|
|
$
|
5,496
|
|
(1)
|
The goodwill arising from the acquisitions consists largely of the expected synergies from combining operations as well as the value of the workforce. A portion of the goodwill is expected to be tax deductible for both the LPT and Nutfield acquisitions.
|
|
|
BuildIt
|
|
LPT
|
|
MWF
|
|
Nutfield
|
||||||||||||
|
|
Amount
|
Weighted Average Life
|
|
Amount
|
Weighted Average Life
|
|
Amount
|
Weighted Average Life
|
|
Amount
|
Weighted Average Life
|
||||||||
Trade name
|
|
$
|
346
|
|
7
|
|
$
|
64
|
|
1
|
|
$
|
36
|
|
1
|
|
$
|
29
|
|
1
|
Non-competition agreement
|
|
31
|
|
5
|
|
—
|
|
0
|
|
3
|
|
2
|
|
144
|
|
5
|
||||
Technology
|
|
361
|
|
7
|
|
4,260
|
|
7
|
|
951
|
|
5
|
|
1,970
|
|
10
|
||||
Customer relationships
|
|
277
|
|
7
|
|
1,150
|
|
7
|
|
826
|
|
5
|
|
95
|
|
10
|
||||
Favorable in-place lease
|
|
—
|
|
0
|
|
—
|
|
0
|
|
—
|
|
0
|
|
91
|
|
12
|
||||
Fair value of intangible
assets acquired |
|
$
|
1,015
|
|
7
|
|
$
|
5,474
|
|
7
|
|
$
|
1,816
|
|
5
|
|
$
|
2,329
|
|
10
|
Quarter ended
|
|
March 31,
2017 |
|
June 30,
2017 |
|
September 30,
2017 |
|
December 31,
2017 |
||||||||
Sales
|
|
$
|
81,562
|
|
|
$
|
82,682
|
|
|
$
|
90,250
|
|
|
$
|
106,423
|
|
Gross profit
|
|
43,749
|
|
|
46,760
|
|
|
52,034
|
|
|
62,094
|
|
||||
Net (loss) income
|
|
(1,461
|
)
|
|
(3,625
|
)
|
|
1,628
|
|
|
(11,058
|
)
|
||||
Net (loss) income per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
(0.09
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
0.10
|
|
|
$
|
(0.66
|
)
|
Diluted
|
|
$
|
(0.09
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
0.10
|
|
|
$
|
(0.66
|
)
|
Quarter ended
|
|
March 31,
2016 |
|
June 30,
2016 |
|
September 30,
2016 |
|
December 31,
2016 |
||||||||
Sales
|
|
$
|
75,748
|
|
|
$
|
78,538
|
|
|
$
|
79,600
|
|
|
$
|
91,698
|
|
Gross profit
|
|
42,671
|
|
|
43,934
|
|
|
42,678
|
|
|
48,677
|
|
||||
Net income
|
|
3,080
|
|
|
3,392
|
|
|
1,090
|
|
|
3,545
|
|
||||
Net income per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.19
|
|
|
$
|
0.20
|
|
|
$
|
0.07
|
|
|
$
|
0.21
|
|
Diluted
|
|
$
|
0.19
|
|
|
$
|
0.20
|
|
|
$
|
0.07
|
|
|
$
|
0.21
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
2.1
|
|
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
4.1
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.3
|
|
|
|
|
|
10.4
|
|
|
|
|
|
10.5
|
|
|
|
|
|
10.6
|
|
|
|
|
|
10.7
|
|
|
|
|
|
10.8
|
|
|
|
|
|
10.9
|
|
|
|
|
|
10.10
|
|
|
|
|
|
10.11
|
|
|
|
|
|
10.12
|
|
|
|
|
|
10.13
|
|
|
|
|
|
10.14
|
|
|
|
|
|
10.15
|
|
|
|
|
|
10.16
|
|
|
|
|
|
10.17
|
|
|
|
|
|
10.18
|
|
|
|
|
|
10.19
|
|
|
|
|
|
10.20
|
|
|
|
|
|
10.21
|
|
|
|
|
|
10.22
|
|
|
|
|
|
10.23
|
|
|
|
|
|
10.24
|
|
|
|
|
|
10.25
|
|
|
|
|
|
10.26
|
|
|
|
|
|
10.27
|
|
|
|
|
|
21.1
|
|
|
|
|
|
23.1
|
|
|
|
|
|
24.1
|
|
|
|
|
|
31-A
|
|
|
|
|
|
31-B
|
|
|
|
|
|
32-A
|
|
|
|
|
|
32-B
|
|
|
|
|
|
99.1
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Calculation Linkbase
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Labels Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document
|
|
|
|
*
|
Indicates management contracts or compensatory plans or arrangements
|
**
|
Schedules and exhibits are omitted pursuant to Item 601(b)(2) of Regulation S-K. Registrant agrees to furnish supplementally a copy of any omitted schedules or exhibits to the Securities and Exchange Commission upon request.
|
|
|
|
|
FARO TECHNOLOGIES, INC.
|
|
|
|
|
|
Date:
|
February 21, 2018
|
By:
|
|
/s/ Robert Seidel
|
|
|
|
|
Robert Seidel, Chief Financial Officer
|
|
|
|
|
(Duly Authorized Officer)
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Simon Raab
|
|
Chairman of the Board, Director, President and Chief Executive Officer (Principal Executive Officer)
|
|
February 21, 2018
|
Simon Raab
|
|
|
|
|
|
|
|
|
|
/s/ Robert Seidel
|
|
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
|
February 21, 2018
|
Robert Seidel
|
|
|
|
|
|
|
|
|
|
/s/ John Caldwell
|
|
Director
|
|
February 21, 2018
|
John Caldwell
|
|
|
|
|
|
|
|
|
|
/s/ Lynn Brubaker
|
|
Director
|
|
February 21, 2018
|
Lynn Brubaker
|
|
|
|
|
|
|
|
|
|
/s/ Stephen R. Cole
|
|
Director
|
|
February 21, 2018
|
Stephen R. Cole
|
|
|
|
|
|
|
|
|
|
/s/ Marvin Sambur
|
|
Director
|
|
February 21, 2018
|
Marvin Sambur
|
|
|
|
|
|
|
|
|
|
/s/ John Donofrio
|
|
Director
|
|
February 21, 2018
|
John Donofrio
|
|
|
|
|
|
|
|
|
|
/s/ Jeffrey A. Graves
|
|
Director
|
|
February 21, 2018
|
Jeffrey A. Graves
|
|
|
|
|
|
|
|
|
|
/s/ Yuval Wasserman
|
|
Director
|
|
February 21, 2018
|
Yuval Wasserman
|
|
|
|
|
|
|
|
FARO TECHNOLOGIES, INC.
|
||
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
|
||
GRANTEE
|
||
|
||
|
||
Name:
|
|
|
|
|
|
Name
|
|
Jurisdiction of Organization
|
|
|
|
Antares-Desenvolvimento de Software, Lda.
|
|
Portugal
|
|
|
|
Cam2 SRL
|
|
Italy
|
|
|
|
Cam2 Sweden AB
|
|
Sweden
|
|
|
|
FARO Benelux BV
|
|
Netherlands
|
|
|
|
FARO Business Technologies India Pvt. Ltd
|
|
India
|
|
|
|
FARO Cayman LP
|
|
Cayman Islands
|
|
|
|
FARO Cayman Ltd
|
|
Cayman Islands
|
|
|
|
FARO Delaware LLC
|
|
Delaware
|
|
|
|
FARO Deutschland Holding GmbH
|
|
Germany
|
|
|
|
FARO Europe GmbH & Co. KG
|
|
Germany
|
|
|
|
FARO FHN Netherlands Holdings BV
|
|
Netherlands
|
|
|
|
FARO Japan Inc.
|
|
Japan
|
|
|
|
FARO Scanning GmbH
|
|
Germany
|
|
|
|
FARO Scanner Production GmbH
|
|
Germany
|
|
|
|
FARO 3D Software GmbH
|
|
Germany
|
|
|
|
FARO International (Shanghai) Co., Ltd
|
|
China
|
|
|
|
FARO Singapore Pte Ltd
|
|
Singapore
|
|
|
|
FARO Spain SL
|
|
Spain
|
|
|
|
FARO Swiss Holding GmbH
|
|
Switzerland
|
|
|
|
FARO Swiss Manufacturing GmbH
|
|
Switzerland
|
|
|
|
FARO Technology Polska sp.zo.o
|
|
Poland
|
|
|
|
FARO Turkey Olcu Sistemleri Ltd. Sti
|
|
Turkey
|
|
|
|
FARO Verwaltungs GmbH
|
|
Germany
|
|
|
|
FARO Technologies (Thailand) Ltd
|
|
Thailand
|
|
|
|
Faro Laser Trackers, LLC
|
|
Delaware
|
|
|
|
3D Measurement Technologies, S de RL de CV
|
|
Mexico
|
|
|
|
OOO FARO RUS
|
|
Russia
|
|
|
|
FARO Technologies UK Ltd.
|
|
United Kingdom
|
|
|
|
FARO Technologies do Brasil Ltda
|
|
Brazil
|
|
|
|
FARO Technologies Canada, Inc.
|
|
Canada
|
|
|
|
MWF-Technology GmbH
|
|
Germany
|
|
|
|
Moldware GmbH
|
|
Germany
|
|
|
|
No.
|
|
Location
|
|
Sq. Ft.
|
|
Owned/
Leased
|
|
Purposes
|
1
|
|
125 Technology Park, Lake
Mary, Florida
|
|
35,000
|
|
Leased
|
|
Manufacturing, research and development, service
|
2
|
|
250 Technology Park, Lake
Mary, Florida
|
|
46,500
|
|
Leased
|
|
Headquarters, sales, marketing, administration
|
3
|
|
290 National Road
Exton, Pennsylvania
|
|
90,400
|
|
Leased
|
|
Manufacturing, research and development, service
|
4
|
|
One Wall Street Suite 115, Hudson, NH 03051
|
|
21,400
|
|
Leased
|
|
Manufacturing, research and development, service, sales
|
5
|
|
Lingwiesenstrasse 11/2
70825 Korntal-Muenchingen
BW, Germany
|
|
105,300
|
|
Leased
|
|
European headquarters, manufacturing, sales, research and development, service
|
6
|
|
Wiesengasse 20
CH-8222 Beringen
Switzerland
|
|
15,900
|
|
Leased
|
|
Manufacturing
|
7
|
|
Unit 1° Great Central Way
Butlers Leap
Rugby
Warwickshire
CV21 3Xh, Great Britain
|
|
12,700
|
|
Leased
|
|
Sales, service
|
8
|
|
716 Kumada Nagakute-shi,
Aichi 480-1144, Japan
|
|
15,900
|
|
Leased
|
|
Sales, service
|
9
|
|
188 Pingfu Road, Shanghai,
China
|
|
24,700
|
|
Leased
|
|
Sales, service
|
10
|
|
No. 3 Changi South St 2
#01-01 Xilin Districentre
Building B, Singapore
|
|
22,000
|
|
Leased
|
|
Asia headquarters, manufacturing, sales, service
|
11
|
|
215 Avenida Centuria, Parque Indutrial, Apodaca, Nuevo Leon 66600 - Mexico
|
|
36,000
|
|
Leased
|
|
Sales, service
|