FARO TECHNOLOGIES, INC. AND SUBSIDIARIES

RECONCILIATION OF NET LOSS TO EBITDA AND ADJUSTED EBITDA

(UNAUDITED)

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands)

2021

2020

2021

2020

Net loss

$

(3,855)

$

(3,024)

$

(8,252)

$

(26,779)

Interest expense, net

5

161

54

407

Income tax benefit

(1,658)

(1,739)

(3,667)

(7,336)

Depreciation and amortization

3,271

3,352

9,560

10,631

EBITDA

(2,237)

(1,250)

(2,305)

(23,077)

Other expense (income), net

299

(256)

(433)

334

Stock-based compensation

3,280

2,084

8,657

6,428

GSA sales adjustment ⁽¹⁾

—

—

—

608

Restructuring costs ⁽²⁾

1,376

239

3,679

14,563

Adjusted EBITDA

$

2,718

$

817

$

9,598

$

(1,144)

Adjusted EBITDA margin ⁽³⁾

3.4

%

1.2

%

4.0

%

(0.5)

%

⁽¹⁾ Late in the fourth quarter of 2018, during an internal review we preliminarily determined that certain of our pricing practices may have resulted in the U.S. Government being overcharged under our General Services Administration ("GSA") Federal Supply Schedule contracts (the "Contracts") (the "GSA Matter"). During the nine months ended September 30, 2020, we reduced our total sales by $0.6 million (the "GSA sales adjustment") and recorded imputed interest expense of $0.2 million related to the GSA Matter. Effective as of February 25, 2021, as a result of the review, we entered into a settlement agreement with the GSA and have paid in full and final satisfaction of any and all claims, causes of actions, appeals and the like, including damages, costs, attorney's fees and interest arising under or related to the GSA Matter

⁽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. In connection with the Restructuring Plan, during the nine months ended September 30, 2021 and September 30, 2020 we recorded a pre-tax charge of approximately $3.7 million and $14.6 million, respectively, primarily consisting of severance and related benefits.

⁽³⁾  Calculated as Adjusted EBITDA as a percentage of Non-GAAP total sales, which adjusts for the GSA sales adjustment.