þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware
(State or other jurisdiction of incorporation or organization) |
77-0259 335
(I.R.S. Employer Identification No.) |
|
Large accelerated filer o | Accelerated filer þ |
Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
Page | ||||||||
PART I: FINANCIAL INFORMATION
|
||||||||
|
||||||||
Item 1. Financial Statements
|
||||||||
3 | ||||||||
4 | ||||||||
5 | ||||||||
6 | ||||||||
14 | ||||||||
23 | ||||||||
24 | ||||||||
|
||||||||
|
||||||||
24 | ||||||||
24 | ||||||||
25 | ||||||||
25 | ||||||||
26 | ||||||||
27 | ||||||||
28 | ||||||||
EX-10.1 | ||||||||
EX-31.1 | ||||||||
EX-31.2 | ||||||||
EX-32.1 | ||||||||
EX-101 INSTANCE DOCUMENT | ||||||||
EX-101 SCHEMA DOCUMENT | ||||||||
EX-101 CALCULATION LINKBASE DOCUMENT | ||||||||
EX-101 LABELS LINKBASE DOCUMENT | ||||||||
EX-101 PRESENTATION LINKBASE DOCUMENT | ||||||||
EX-101 DEFINITION LINKBASE DOCUMENT |
2
July 2, | January 1, | |||||||
2011 | 2011 | |||||||
(in thousands) | ||||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 108,725 | $ | 108,383 | ||||
Short term investments
|
13,816 | 13,928 | ||||||
Accounts receivable, net of allowance of $88 at July 2, 2011 and January 1, 2011
|
34,529 | 34,056 | ||||||
Unbilled revenue
|
8,034 | 4,012 | ||||||
Inventory
|
34,202 | 27,160 | ||||||
Deferred tax assets
|
13,223 | 12,917 | ||||||
Other current assets
|
10,910 | 6,137 | ||||||
|
||||||||
Total current assets
|
223,439 | 206,593 | ||||||
Property and equipment, net
|
28,128 | 25,620 | ||||||
Deferred tax assets
|
8,733 | 8,338 | ||||||
Other assets
|
13,563 | 13,780 | ||||||
|
||||||||
Total assets
|
$ | 273,863 | $ | 254,331 | ||||
|
||||||||
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS
EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$ | 33,273 | $ | 38,689 | ||||
Accrued expenses
|
13,854 | 15,790 | ||||||
Accrued compensation
|
13,094 | 17,827 | ||||||
Deferred revenue and customer advances
|
2,040 | 3,534 | ||||||
|
||||||||
Total current liabilities
|
62,261 | 75,840 | ||||||
Long term liabilities
|
3,850 | 3,584 | ||||||
Commitments and contingencies (Note 6)
|
||||||||
Redeemable convertible preferred stock, 5,000,000 shares authorized and none outstanding
|
| | ||||||
Common stock, $0.01 par value, 100,000,000 shares authorized; 26,812,164 and 25,844,840
shares issued and outstanding at July 2, 2011 and January 1, 2011, respectively
|
268 | 258 | ||||||
Additional paid-in capital
|
173,859 | 156,620 | ||||||
Retained earnings
|
33,450 | 17,949 | ||||||
Accumulated other comprehensive income
|
175 | 80 | ||||||
|
||||||||
Total stockholders equity
|
207,752 | 174,907 | ||||||
|
||||||||
Total liabilities, redeemable convertible preferred stock and stockholders equity
|
$ | 273,863 | $ | 254,331 | ||||
|
3
Three Months Ended | Six Months Ended | |||||||||||||||
July 2, | July3, | July 2, | July 3, | |||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Revenue:
|
||||||||||||||||
Product revenue
|
$ | 97,396 | $ | 85,945 | $ | 194,107 | $ | 172,056 | ||||||||
Contract revenue
|
10,686 | 11,859 | 20,252 | 20,678 | ||||||||||||
|
||||||||||||||||
Total revenue
|
108,082 | 97,804 | 214,359 | 192,734 | ||||||||||||
|
||||||||||||||||
Cost of revenue:
|
||||||||||||||||
Cost of product revenue (1)
|
57,835 | 55,825 | 114,025 | 111,425 | ||||||||||||
Cost of contract revenue (1)
|
7,711 | 8,009 | 14,344 | 14,622 | ||||||||||||
|
||||||||||||||||
Total cost of revenue
|
65,546 | 63,834 | 128,369 | 126,047 | ||||||||||||
|
||||||||||||||||
Gross margin
|
42,536 | 33,970 | 85,990 | 66,687 | ||||||||||||
|
||||||||||||||||
Operating expenses:
|
||||||||||||||||
Research and development (1)
|
8,146 | 5,691 | 16,875 | 10,190 | ||||||||||||
Selling and marketing (1)
|
12,767 | 10,581 | 25,748 | 20,225 | ||||||||||||
General and administrative (1)
|
10,097 | 9,313 | 20,697 | 17,789 | ||||||||||||
|
||||||||||||||||
Total operating expenses
|
31,010 | 25,585 | 63,320 | 48,204 | ||||||||||||
|
||||||||||||||||
Operating income
|
11,526 | 8,385 | 22,670 | 18,483 | ||||||||||||
Other income, net
|
112 | 40 | 350 | 69 | ||||||||||||
|
||||||||||||||||
Income before income taxes
|
11,638 | 8,425 | 23,020 | 18,552 | ||||||||||||
Income tax expense
|
3,614 | 3,111 | 7,519 | 7,070 | ||||||||||||
|
||||||||||||||||
Net income
|
$ | 8,024 | $ | 5,314 | $ | 15,501 | $ | 11,482 | ||||||||
|
||||||||||||||||
Net income per share
|
||||||||||||||||
Basic
|
$ | 0.30 | $ | 0.21 | $ | 0.59 | $ | 0.46 | ||||||||
Diluted
|
$ | 0.29 | $ | 0.20 | $ | 0.56 | $ | 0.44 | ||||||||
Number of shares used in calculations per share
|
||||||||||||||||
Basic
|
26,667 | 25,294 | 26,388 | 25,217 | ||||||||||||
Diluted
|
27,911 | 26,375 | 27,733 | 26,226 |
(1) | Total stock-based compensation recorded in the three and six months ended July 2, 2011 and July 3, 2010 included in the above figures breaks down by expense classification as follows: |
Three Months Ended | Six Months Ended | |||||||||||||||
July 2, | July 3, | July 2, | July 3, | |||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Cost of product revenue
|
$ | 320 | $ | 355 | $ | 571 | $ | 687 | ||||||||
Cost of contract revenue
|
156 | 110 | 250 | 236 | ||||||||||||
Research and development
|
239 | 245 | 320 | 277 | ||||||||||||
Selling and marketing
|
158 | 289 | 339 | 645 | ||||||||||||
General and administrative
|
1,538 | 1,202 | 2,710 | 2,246 |
4
Six Months Ended | ||||||||
July 2, | July 3, | |||||||
2011 | 2010 | |||||||
Cash flows from operating activities:
|
||||||||
Net income
|
$ | 15,501 | $ | 11,482 | ||||
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
||||||||
Depreciation and amortization
|
4,640 | 3,755 | ||||||
Loss on disposal of property and equipment
|
473 | 47 | ||||||
Stock-based compensation
|
4,190 | 4,091 | ||||||
Deferred income taxes, net
|
(1,167 | ) | | |||||
Non-cash director deferred compensation
|
82 | 66 | ||||||
Changes in operating assets and liabilities (use) source
|
||||||||
Accounts receivable
|
(473 | ) | 8,038 | |||||
Unbilled revenue
|
(4,022 | ) | (482 | ) | ||||
Inventory
|
(7,042 | ) | 1,722 | |||||
Other assets
|
(4,809 | ) | 797 | |||||
Accounts payable
|
(5,416 | ) | 1,209 | |||||
Accrued expenses
|
(1,889 | ) | (1,031 | ) | ||||
Accrued compensation
|
(4,733 | ) | (2,372 | ) | ||||
Deferred revenue
|
(1,494 | ) | (1,939 | ) | ||||
Long term liabilities
|
266 | (215 | ) | |||||
|
||||||||
Net cash provided by (used in) operating activities
|
(5,893 | ) | 25,168 | |||||
|
||||||||
Cash flows from investing activities:
|
||||||||
Additions of property and equipment
|
(7,208 | ) | (5,668 | ) | ||||
Purchases of investments
|
(5,000 | ) | (25,411 | ) | ||||
Sales of investments
|
5,000 | 7,500 | ||||||
|
||||||||
Net cash used in investing activities
|
(7,208 | ) | (23,579 | ) | ||||
|
||||||||
Cash flows from financing activities:
|
||||||||
Proceeds from stock option exercises
|
8,597 | 1,927 | ||||||
Income tax withholding payment associated with restricted stock vesting
|
(809 | ) | (279 | ) | ||||
Tax benefit of excess stock-based compensation deductions
|
5,655 | 717 | ||||||
|
||||||||
Net cash provided by financing activities
|
13,443 | 2,365 | ||||||
|
||||||||
Net increase in cash and cash equivalents
|
342 | 3,954 | ||||||
Cash and cash equivalents, at beginning of period
|
108,383 | 71,856 | ||||||
|
||||||||
Cash and cash equivalents, at end of period
|
$ | 108,725 | $ | 75,810 | ||||
|
||||||||
Supplemental disclosure of cash flow information:
|
||||||||
Cash paid for income taxes
|
$ | 7,792 | $ | 7,726 |
5
6
7
8
9
10
11
12
13
(unaudited)
Table of Contents
(unaudited)
Three Months Ended
Six Months Ended
July 2, 2011
July 3, 2010
July 2, 2011
July 3, 2010
$
8,024
$
5,314
$
15,501
$
11,482
26,667
25,294
26,388
25,217
1,244
1,081
1,345
1,009
27,911
26,375
27,733
26,226
$
0.30
$
0.21
$
0.59
$
0.46
$
0.29
$
0.20
$
0.56
$
0.44
Table of Contents
(unaudited)
Three Months Ended
Six Months Ended
July 2, 2011
July 3, 2010
July 2, 2011
July 3, 2010
$
8,024
$
5,314
$
15,501
$
11,482
121
124
95
77
$
8,145
$
5,438
$
15,596
$
11,559
Fair Value Measurements as of July 2, 2011
Level 1
Level 2
Level 3
Description
(In thousands)
$
5,274
$
$
2,516
11,300
$
5,274
$
13,816
$
Table of Contents
(unaudited)
Fair Value Measurements as of January 1, 2011
Level 1
Level 2
Level 3
Description
(In thousands)
$
5,090
$
$
2,504
11,424
$
5,090
$
13,928
$
July 2,
January 1,
2011
2011
(In thousands)
$
7,946
$
6,723
28
27
26,228
20,410
$
34,202
$
27,160
Table of Contents
(unaudited)
July 2,
January 1,
2011
2011
(In thousands)
$
9,472
$
9,284
953
2,405
741
592
252
432
549
439
1,887
2,638
$
13,854
$
15,790
Operating
Leases
(In thousands)
$
1,439
2,654
2,467
2,448
2,442
10,327
$
21,777
Table of Contents
(unaudited)
Three Months Ended
Six Months Ended
July 2,
July 3,
July 2,
July 3,
2011
2010
2011
2010
(In thousands)
(In thousands)
$
9,670
$
6,840
$
9,284
$
6,105
932
1,351
2,265
3,095
(1,130
)
(796
)
(2,077
)
(1,805
)
$
9,472
$
7,395
$
9,472
$
7,395
(1)
Warranty usage includes the expiration of product warranties unutilized.
Table of Contents
(unaudited)
Three Months Ended
Six Months Ended
July 2,
July 3,
July 2,
July 3,
2011
2010
2011
2010
$
63,892
$
52,904
$
131,774
$
105,451
44,190
44,900
82,585
87,283
108,082
97,804
214,359
192,734
35,713
32,176
72,701
64,741
29,833
31,658
55,668
61,306
65,546
63,834
128,369
126,047
28,179
20,728
59,073
40,710
14,357
13,242
26,917
25,977
42,536
33,970
85,990
66,687
8,146
5,691
16,875
10,190
12,767
10,581
25,748
20,225
10,097
9,313
20,697
17,789
112
40
350
69
$
11,638
$
8,425
$
23,020
$
18,552
July 2, 2011
January 1, 2011
Accumulated
Accumulated
Cost
Amortization
Net
Cost
Amortization
Net
(In thousands)
$
3,700
$
1,048
$
2,652
$
3,700
$
865
$
2,835
100
100
100
100
700
199
501
700
165
535
$
4,500
$
1,347
$
3,153
$
4,500
$
1,130
$
3,370
Table of Contents
(unaudited)
(In thousands)
$
220
440
440
440
440
$
1,980
the revision of the interest rate on loans to between LIBOR plus 1% and LIBOR
plus 1.5%, based on the Companys ratio of indebtedness to Adjusted EBITDA;
the extension of the maturity date to June 30, 2014;
the replacement of the minimum tangible net worth covenant with a minimum
consolidated net worth covenant; and
the replacement of the minimum Adjusted EBITDA covenant with a minimum ratio of
indebtedness to Adjusted EBITDA covenant.
the increase of the amount available for borrowing from $40 million to $75
million;
the increase of the minimum deposit requirements; and
the increase of the maximum amount the Company can spend on an acquisition
without consent of the lender.
Table of Contents
14
15
16
17
18
19
20
21
22
23
24
Table of Contents
Three Months Ended
Six Months Ended
July 2,
July 3,
July 2,
July 3,
2011
2010
2011
2010
90.1
%
87.9
%
90.6
%
89.3
%
9.9
12.1
9.4
10.7
100.0
100.0
100.0
100.0
53.5
57.1
53.2
57.8
7.1
8.2
6.7
7.6
60.6
65.3
59.9
65.4
39.4
34.7
40.1
34.6
7.6
5.8
7.9
5.3
11.8
10.8
12.0
10.5
9.3
9.5
9.6
9.2
28.7
26.1
29.5
25.0
10.7
8.6
10.6
9.6
0.1
0.1
10.8
8.6
10.7
9.6
3.4
3.2
3.5
3.6
7.4
%
5.4
%
7.2
%
6.0
%
Three Months Ended
Six Months Ended
July 2,
July 3,
Dollar
Percent
July 2,
July 3,
Dollar
Percent
2011
2010
Change
Change
2011
2010
Change
Change
$
108,082
$
97,804
$
10,278
10.5
%
$
214,359
$
192,734
$
21,625
11.2
%
Table of Contents
Table of Contents
Three Months Ended
Six Months Ended
July 2,
July 3,
Dollar
Percent
July 2,
July 3,
Dollar
Percent
2011
2010
Change
Change
2011
2010
Change
Change
(In thousands)
$
65,546
$
63,834
$
1,712
2.7
%
$
128,369
$
126,047
$
2,322
1.8
%
60.6
%
65.3
%
59.9
%
65.4
%
Three Months Ended
Six Months Ended
July 2,
July 3,
Dollar
Percent
July 2,
July 3,
Dollar
Percent
2011
2010
Change
Change
2011
2010
Change
Change
(In thousands)
$
42,536
$
33,970
$
8,566
25.2
%
$
85,990
$
66,687
$
19,303
28.9
%
39.4
%
34.7
%
40.1
%
34.6
%
Table of Contents
Three Months Ended
Six Months Ended
July 2,
July 3,
Dollar
Percent
July 2,
July 3,
Dollar
Percent
2011
2010
Change
Change
2011
2010
Change
Change
(In thousands)
$
8,146
$
5,691
$
2,455
43.1
%
$
16,875
$
10,190
$
6,685
65.6
%
7.6
%
5.8
%
7.9
%
5.3
%
Three Months Ended
Six Months Ended
July 2,
July 3,
Dollar
Percent
July 2,
July 3,
Dollar
Percent
2011
2010
Change
Change
2011
2010
Change
Change
(In thousands)
$
12,767
$
10,581
$
2,186
20.7
%
$
25,748
$
20,225
$
5,523
27.3
%
11.8
%
10.8
%
12.0
%
10.5
%
Table of Contents
Three Months Ended
Six Months Ended
July 2,
July 3,
Dollar
Percent
July 2,
July 3,
Dollar
Percent
2011
2010
Change
Change
2011
2010
Change
Change
(In thousands)
$
10,097
$
9,313
$
784
8.4
%
$
20,697
$
17,789
$
2,908
16.3
%
9.3
%
9.5
%
9.6
%
9.2
%
Three Months Ended
Six Months Ended
July 2,
July 3,
Dollar
Percent
July 2,
July 3,
Dollar
Percent
2011
2010
Change
Change
2011
2010
Change
Change
(In thousands)
$
112
$
40
$
72
Not
$
350
$
69
$
281
Not
0.1
%
0.0
%
Meaningful
0.1
%
0.0
%
Meaningful
Three Months Ended
Six Months Ended
July 2,
July 3,
Dollar
Percent
July 2,
July 3,
Dollar
Percent
2011
2010
Change
Change
2011
2010
Change
Change
(In thousands)
$
3,614
$
3,111
$
503
16.2
%
$
7,519
$
7,070
$
449
6.4
%
3.4
%
3.2
%
3.5
%
3.6
%
Table of Contents
An increase in cash of $4.0 million resulting from net income of $15.5 million in 2011
versus a net income of $11.5 million in 2010;
An increase in cash of $1.3 million resulting from non-cash depreciation and amortization
of $4.6 million and losses on the disposition of fixed assets of $0.5 million in 2011 versus
non-cash depreciation and amortization of $3.8 million and losses on the disposition of
fixed assets of $47,000 in 2010. The losses on disposition of fixed assets in 2011 relate to
four robots sent to Japan to explore reactor buildings at the Fukushima Daiichi nuclear
plant;
A decrease in cash of $12.1 million resulting from an increase in accounts receivable
(including unbilled revenue) of $4.5 million in 2011 versus a decrease of $7.6 million in
2010, primarily due to growth in revenue and an increase in unbilled revenue related to
revenue recorded on contract research and development projects to be invoiced upon DCAA
approval of our 2011 provisional indirect cost rates;
A decrease in cash of $8.8 million resulting from an increase in inventory of $7.1
million in 2011 versus a decrease of $1.7 million in 2010, primarily due to increased
inventory requirements to support growth in our home robot division revenue and expansion of
the home robot product line;
A decrease in cash of $5.6 million resulting from an increase in other current assets of
$4.8 million in 2011 versus a decrease of $0.8 million in 2010 primarily due to an increase
in prepaid income taxes including the tax benefit associated with
excess stock based compensation deductions;
A decrease in cash of $6.6 million resulting from an decrease in accounts payable of $5.4
million in 2011 versus an increase of $1.2 million in 2010, primarily due to the timing of purchases and payments to suppliers;
Table of Contents
A decrease in cash of $2.3 million resulting from a decrease in accrued compensation of
$4.7 million in 2011 versus a decrease of $2.4 million in 2010, primarily due to the impact
of improving profitability on the incentive compensation expense in 2010 and related payment
in 2011; and
A decrease in cash of $1.2 million resulting from an increase in deferred tax assets of
$1.2 million in 2011 compared to no change in 2010, primarily due to the recognition of
future tax benefits available to us in connection with our latest estimate of tax credits
and temporary book-tax differences.
Purchase of investments of $5.0 million, offset by the proceeds from the sale of
investments of $5.0 million in 2011, compared to the purchase of investments, net of the
proceeds from the sale of investments, of $17.9 million in 2010; and
The purchase of property and equipment of $7.2 million in 2011, compared to $5.7 million
in 2010, primarily due to an increase in self-constructed and demonstration assets, and
leasehold improvements associated with expansion of the office space at our headquarters
facility.
Table of Contents
the revision of the interest rate on loans to between LIBOR plus 1% and LIBOR
plus 1.5%, based on our ratio of indebtedness to Adjusted EBITDA;
the extension of the maturity date to June 30, 2014;
the replacement of the minimum tangible net worth covenant with a minimum
consolidated net worth covenant; and
the replacement of the minimum Adjusted EBITDA covenant with a minimum ratio of
indebtedness to Adjusted EBITDA covenant.
the increase of the amount available for borrowing from $40 million to $75
million;
the increase of the minimum deposit requirements; and
the increase of the maximum amount we can spend on an acquisition without consent
of the lender.
Table of Contents
Payments Due by Period
Less Than
1 to 3
3 to 5
More Than
1 Year
Years
Years
5 Years
Total
(In thousands)
$
2,812
$
4,973
$
4,858
$
9,134
$
21,777
3,028
2,090
5,118
414
414
$
6,254
$
7,063
$
4,858
$
9,134
$
27,309
Table of Contents
Table of Contents
25
26
(c) Total
(d) Maximum
Number of
Number (or
(b)
Shares (or Units)
Approximate Dollar
(a) Total
Average
Purchased as
Value) of Shares (or
number
Price
Part of Publicly
Units) that May Yet
of Shares
Paid per
Announced
Be Purchased Under
(or Units)
Share (or
Plans or
the Plans or
Period
Purchased
Unit)
Programs
Programs
2,779
(1)
$
36.37
(2)
1,390
(1)
$
31.58
(2)
6,263
(1)
$
33.75
(2)
10,432
(1)
$
34.16
(3)
(1)
Represents shares of our common stock withheld by us to satisfy the minimum tax withholding
obligation in connection with the vesting of restricted stock units held by executive
officers.
(2)
The amount represents the last reported sale price of our common stock on the NASDAQ Global
Market on the applicable vesting date.
(3)
The amount represents the weighted average sale price of all shares of our common stock
repurchased during the three months ended July 2, 2011.
Table of Contents
Exhibit
Number
Description
Registrants Senior Executive
Incentive Compensation Plan, as amended and restated
Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934
Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
The following materials from the Registrants Quarterly Report on Form 10-Q for the quarter
ended July 2, 2011 formatted in XBRL (eXtensible Business Reporting Language): (i) the
Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the
Consolidated Statements of Cash Flows, and (iv) related notes to these financial statements
*
Filed herewith
**
As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for
purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities
Exchange Act of 1934
Indicates a management contract or any compensatory plan, contract or arrangement
Table of Contents
27
iROBOT CORPORATION
Date: August 5, 2011
By:
/s/ JOHN LEAHY
John Leahy
Executive Vice President, Chief Financial Officer
and Treasurer (Duly Authorized Officer and Principal
Financial Officer)
Table of Contents
28
Exhibit
Number
Description
Registrants Senior Executive
Incentive Compensation Plan, as amended and restated
Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934
Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
The following materials from the Registrants Quarterly Report on Form 10-Q for the quarter
ended July 2, 2011 formatted in XBRL (eXtensible Business Reporting Language): (i) the
Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the
Consolidated Statements of Cash Flows, and (iv) related notes to these financial statements
*
Filed herewith
**
As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for
purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities
Exchange Act of 1934
Indicates a management contract or any compensatory plan, contract or arrangement
Page 1 of 2
Page 2 of 2
1. | I have reviewed this Quarterly Report on Form 10-Q of iRobot Corporation; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: August 5, 2011 | /s/ Colin M. Angle | |||
Colin M. Angle | ||||
Chairman of the Board and Chief Executive Officer |
29
1. | I have reviewed this Quarterly Report on Form 10-Q of iRobot Corporation; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: August 5, 2011 | /s/ John Leahy | |||
John Leahy | ||||
Chief Financial Officer |
30
Dated August 5, 2011 | /s/ Colin M. Angle | |||
Colin M. Angle | ||||
Chairman of the Board and Chief Executive Officer | ||||
Dated August 5, 2011 | /s/ JOHN LEAHY | |||
John Leahy | ||||
Chief Financial Officer | ||||
31