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 | 77-0259 335 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) |
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Page | ||||||||
PART I: FINANCIAL INFORMATION
|
||||||||
Item 1. Financial Statements
|
||||||||
2 | ||||||||
3 | ||||||||
4 | ||||||||
5 | ||||||||
13 | ||||||||
22 | ||||||||
23 | ||||||||
|
||||||||
PART II: OTHER INFORMATION
|
||||||||
|
||||||||
23 | ||||||||
23 | ||||||||
24 | ||||||||
24 | ||||||||
26 | ||||||||
27 | ||||||||
28 | ||||||||
Ex-10.3 Form of Deferred Stock Award Agreement | ||||||||
Ex-10.4 Form of Restricted Stock Award Agreement | ||||||||
Ex-10.5 Amendment No.1 to Master Loan and Security Agreement | ||||||||
Ex-31.1 Section 302 Certification of CEO | ||||||||
Ex-31.2 Section 302 Certification of CFO | ||||||||
Ex-32.1 Section 906 Certification of CEO & CFO |
1
June 28, | December 29, | |||||||
2008 | 2007 | |||||||
(unaudited) | ||||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 14,760 | $ | 26,735 | ||||
Short term investments
|
1,200 | 16,550 | ||||||
Accounts receivable, net of allowance of $350 and $65 at June 28, 2008 and
December 29, 2007, respectively
|
24,253 | 47,681 | ||||||
Unbilled revenue
|
2,190 | 2,244 | ||||||
Inventory, net
|
43,288 | 45,222 | ||||||
Deferred tax assets
|
5,905 | 5,905 | ||||||
Other current assets
|
10,384 | 2,268 | ||||||
|
||||||||
Total current assets
|
101,980 | 146,605 | ||||||
Property and equipment, net
|
24,612 | 15,694 | ||||||
Deferred tax assets
|
4,293 | 4,293 | ||||||
Long term investments
|
13,639 | | ||||||
Other assets
|
2,500 | 2,500 | ||||||
|
||||||||
Total assets
|
$ | 147,024 | $ | 169,092 | ||||
|
||||||||
|
||||||||
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS EQUITY
|
||||||||
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$ | 23,965 | $ | 44,697 | ||||
Accrued expenses
|
8,166 | 7,987 | ||||||
Accrued compensation
|
6,625 | 4,603 | ||||||
Deferred revenue
|
950 | 1,578 | ||||||
|
||||||||
Total current liabilities
|
39,706 | 58,865 | ||||||
Long term liabilities
|
4,659 | | ||||||
Commitments and contingencies (Note 6):
|
||||||||
Redeemable convertible preferred stock, 5,000 shares authorized and zero
outstanding at June 28, 2008 and December 29, 2007
|
| | ||||||
Common stock, $0.01 par value, 100,000 and 100,000 shares authorized and 24,687
and 24,495 issued and outstanding at June 28, 2008 and December 29, 2007,
respectively
|
247 | 245 | ||||||
Additional paid-in capital
|
125,747 | 122,318 | ||||||
Deferred compensation
|
(508 | ) | (685 | ) | ||||
Accumulated deficit
|
(20,169 | ) | (11,651 | ) | ||||
Accumulated other comprehensive loss
|
(2,658 | ) | | |||||
|
||||||||
Total stockholders equity
|
102,659 | 110,227 | ||||||
|
||||||||
Total liabilities, redeemable convertible preferred stock and stockholders
equity
|
$ | 147,024 | $ | 169,092 | ||||
|
2
Three Months Ended | Six Months Ended | |||||||||||||||
June 28, | June 30, | June 28, | June 30, | |||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||
Revenue:
|
||||||||||||||||
Product revenue
|
$ | 60,676 | $ | 41,361 | $ | 111,251 | $ | 75,482 | ||||||||
Contract revenue
|
6,526 | 5,653 | 13,253 | 11,019 | ||||||||||||
|
||||||||||||||||
Total revenue
|
67,202 | 47,014 | 124,504 | 86,501 | ||||||||||||
|
||||||||||||||||
Cost of revenue:
|
||||||||||||||||
Cost of product revenue (1)
|
44,382 | 27,238 | 80,577 | 50,724 | ||||||||||||
Cost of contract revenue (1)
|
6,352 | 4,552 | 12,099 | 9,436 | ||||||||||||
|
||||||||||||||||
Total cost of revenue
|
50,734 | 31,790 | 92,676 | 60,160 | ||||||||||||
|
||||||||||||||||
Gross profit
|
16,468 | 15,224 | 31,828 | 26,341 | ||||||||||||
Operating expenses:
|
||||||||||||||||
Research and development (1)
|
4,718 | 4,179 | 8,691 | 8,335 | ||||||||||||
Selling and marketing (1)
|
13,471 | 10,944 | 24,929 | 18,993 | ||||||||||||
General and administrative (1)
|
7,340 | 5,752 | 14,118 | 11,079 | ||||||||||||
|
||||||||||||||||
Total operating expenses
|
25,529 | 20,875 | 47,738 | 38,407 | ||||||||||||
|
||||||||||||||||
Operating loss
|
(9,061 | ) | (5,651 | ) | (15,910 | ) | (12,066 | ) | ||||||||
Other income, net
|
242 | 887 | 737 | 1,818 | ||||||||||||
|
||||||||||||||||
Loss before income taxes
|
(8,819 | ) | (4,764 | ) | (15,173 | ) | (10,248 | ) | ||||||||
Income tax expense (benefit)
|
(4,306 | ) | 12 | (6,655 | ) | 29 | ||||||||||
|
||||||||||||||||
Net loss
|
$ | (4,513 | ) | $ | (4,776 | ) | $ | (8,518 | ) | $ | (10,277 | ) | ||||
|
||||||||||||||||
|
||||||||||||||||
Net loss per share
|
||||||||||||||||
Basic and diluted
|
$ | (0.18 | ) | $ | (0.20 | ) | $ | (0.35 | ) | $ | (0.43 | ) | ||||
Number of shares used in per share calculations
|
||||||||||||||||
Basic and diluted
|
24,610 | 24,226 | 24,561 | 24,064 |
(1) | Total stock-based compensation recorded in the three and six months ended June 28, 2008 and June 30, 2007 included in the above figures breaks down by expense classification as follows: |
Three Months Ended | Six Months Ended | |||||||||||||||
June 28, | June 30, | June 28, | June 30, | |||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||
Cost of product revenue
|
$ | 216 | $ | 239 | $ | 370 | $ | 359 | ||||||||
Cost of contract revenue
|
114 | 134 | 173 | 211 | ||||||||||||
Research and development
|
128 | 127 | 95 | 118 | ||||||||||||
Selling and marketing
|
267 | 450 | 428 | 607 | ||||||||||||
General and administrative
|
808 | 578 | 1,405 | 890 | ||||||||||||
|
||||||||||||||||
Total stock-based compensation
|
$ | 1,533 | $ | 1,528 | $ | 2,471 | $ | 2,185 | ||||||||
|
3
Six Months Ended | ||||||||
June 28, | June 30, | |||||||
2008 | 2007 | |||||||
Cash flows from operating activities:
|
||||||||
Net loss
|
$ | (8,518 | ) | $ | (10,277 | ) | ||
Adjustments to reconcile net loss to net cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
3,291 | 2,459 | ||||||
Loss on disposal of fixed assets
|
68 | 35 | ||||||
Stock-based compensation
|
2,471 | 2,185 | ||||||
Non-cash director deferred compensation
|
47 | 55 | ||||||
Changes in working capital (use) source
|
||||||||
Accounts receivable
|
23,428 | 10,831 | ||||||
Unbilled revenue
|
54 | 472 | ||||||
Inventory
|
1,934 | (1,118 | ) | |||||
Other assets
|
(8,116 | ) | 883 | |||||
Accounts payable
|
(20,732 | ) | (579 | ) | ||||
Accrued expenses
|
179 | (2,021 | ) | |||||
Accrued compensation
|
2,022 | 286 | ||||||
Deferred revenue
|
(628 | ) | 1,457 | |||||
Change in long term liabilities
|
4,659 | | ||||||
|
||||||||
Net cash provided by operating activities
|
159 | 4,668 | ||||||
|
||||||||
|
||||||||
Cash flows from investing activities:
|
||||||||
Purchase of property and equipment
|
(12,277 | ) | (3,921 | ) | ||||
Purchases of investments
|
(29,997 | ) | (22,000 | ) | ||||
Sales of investments
|
29,050 | 26,800 | ||||||
|
||||||||
Net cash provided by (used in) investing activities
|
(13,224 | ) | 879 | |||||
|
||||||||
|
||||||||
Cash flows from financing activities:
|
||||||||
Income tax withholding payment associated with stock option exercise
|
| (1,588 | ) | |||||
Proceeds from stock option exercises
|
732 | 719 | ||||||
Tax benefit of disqualifying dispositions
|
358 | | ||||||
|
||||||||
Net cash provided by (used in) financing activities
|
1,090 | (869 | ) | |||||
|
||||||||
|
||||||||
Net increase (decrease) in cash and cash equivalents
|
(11,975 | ) | 4,678 | |||||
Cash and cash equivalents, at beginning of period
|
26,735 | 5,583 | ||||||
|
||||||||
Cash and cash equivalents, at end of period
|
$ | 14,760 | $ | 10,261 | ||||
|
||||||||
|
||||||||
Supplemental disclosure of cash flow information:
|
||||||||
Cash paid for interest
|
$ | 41 | $ | | ||||
Cash paid for income taxes
|
38 | 112 |
4
5
Three Months Ended | Six Months Ended | |||||||||||||||
June 28, | June 30, | June 28, | June 30, | |||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||
(In thousands, except per share data) | ||||||||||||||||
Net loss
|
$ | (4,513 | ) | $ | (4,776 | ) | $ | (8,518 | ) | $ | (10,277 | ) | ||||
|
||||||||||||||||
|
||||||||||||||||
Diluted weighted average shares outstanding
|
24,610 | 24,226 | 24,561 | 24,064 | ||||||||||||
|
||||||||||||||||
|
||||||||||||||||
Basic and diluted loss per share
|
$ | (0.18 | ) | $ | (0.20 | ) | $ | (0.35 | ) | $ | (0.43 | ) |
6
Three Months Ended | Six Months Ended | |||||||||||||||
June 28, | June 30, | June 28, | June 30, | |||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||
(In thousands) | ||||||||||||||||
Net loss, as reported
|
$ | (4,513 | ) | $ | (4,776 | ) | $ | (8,518 | ) | $ | (10,277 | ) | ||||
Unrealized losses on investments
|
(562 | ) | | (2,658 | ) | | ||||||||||
|
||||||||||||||||
|
||||||||||||||||
Total comprehensive loss
|
$ | (5,075 | ) | $ | (4,776 | ) | $ | (11,176 | ) | $ | (10,277 | ) | ||||
|
7
Fair Value Measurements as of June 28, 2008 | ||||||||||||
(in thousands) | ||||||||||||
Description | Level 1 | Level 2 | Level 3 | |||||||||
Assets:
|
||||||||||||
Money Market Accounts
|
$ | 13,776 | $ | | $ | | ||||||
Auction Rate Securities
|
| | 14,839 | |||||||||
|
||||||||||||
Total assets measured at fair value
|
$ | 13,776 | | $ | 14,839 | |||||||
|
Fair Value Measurements of Assets using | ||||
Level 3 inputs | ||||
Auction Rate Securities | ||||
(In thousands) | ||||
Beginning balance at December 29, 2007
|
$ | | ||
Transfers to Level 3
|
17,497 | |||
Total losses (realized or unrealized)
|
||||
Included in other comprehensive loss
|
(2,658 | ) | ||
|
|
|||
Ending balance at June 28, 2008
|
$ | 14,839 | ||
|
|
8
June 28, | December 29, | |||||||
2008 | 2007 | |||||||
(In thousands) | ||||||||
Raw materials
|
$ | 3,878 | $ | 1,641 | ||||
Work in process
|
540 | 517 | ||||||
Finished goods
|
38,870 | 43,064 | ||||||
|
||||||||
|
$ | 43,288 | $ | 45,222 | ||||
|
9
June 28, | December 29, | |||||||
2008 | 2007 | |||||||
(In thousands) | ||||||||
Accrued warranty
|
$ | 3,257 | $ | 2,491 | ||||
Accrued direct fulfillment costs
|
967 | 1,953 | ||||||
Accrued rent
|
1,074 | 197 | ||||||
Accrued sales commissions
|
774 | 1,074 | ||||||
Accrued accounting fees
|
433 | 361 | ||||||
Accrued other
|
1,661 | 1,911 | ||||||
|
||||||||
|
$ | 8,166 | $ | 7,987 | ||||
|
Operating | ||||
Leases | ||||
(In thousands) | ||||
Remainder of 2008
|
$ | 1,818 | ||
2009
|
2,341 | |||
2010
|
2,229 | |||
2011
|
2,211 | |||
2012
|
2,189 | |||
Thereafter
|
15,307 | |||
|
||||
Total minimum lease payments
|
$ | 26,095 | ||
|
10
Three Months Ended | Six Months Ended | |||||||||||||||
June 28, | June 30, | June 28, | June 30, | |||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||
(In thousands) | (In thousands) | |||||||||||||||
Balance at beginning of period
|
$ | 2,524 | $ | 2,497 | $ | 2,491 | $ | 2,462 | ||||||||
Provision
|
1,704 | 1,407 | 3,245 | 3,391 | ||||||||||||
Warranty usage(*)
|
(971 | ) | (1,483 | ) | (2,479 | ) | (3,432 | ) | ||||||||
|
||||||||||||||||
Balance at end of period
|
$ | 3,257 | $ | 2,421 | $ | 3,257 | $ | 2,421 | ||||||||
|
(*) | Warranty usage includes the pro rata expiration of product warranties unutilized. |
11
Three Months Ended | Six Months Ended | |||||||||||||||
June 28, | June 30, | June 28, | June 30, | |||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||
(In thousands) | (In thousands) | |||||||||||||||
Revenue:
|
||||||||||||||||
Home Robots
|
$ | 41,705 | $ | 17,197 | $ | 71,853 | $ | 36,638 | ||||||||
Government & Industrial
|
25,497 | 29,817 | 52,651 | 49,863 | ||||||||||||
|
||||||||||||||||
Total revenue
|
67,202 | 47,014 | 124,504 | 86,501 | ||||||||||||
|
||||||||||||||||
Cost of revenue:
|
||||||||||||||||
Home Robots
|
30,946 | 11,805 | 53,025 | 25,369 | ||||||||||||
Government & Industrial
|
19,788 | 19,985 | 39,651 | 34,791 | ||||||||||||
|
||||||||||||||||
Total cost of revenue
|
50,734 | 31,790 | 92,676 | 60,160 | ||||||||||||
|
||||||||||||||||
Gross profit:
|
||||||||||||||||
Home Robots
|
10,759 | 5,392 | 18,828 | 11,269 | ||||||||||||
Government & Industrial
|
5,709 | 9,832 | 13,000 | 15,072 | ||||||||||||
|
||||||||||||||||
Total gross profit
|
16,468 | 15,224 | 31,828 | 26,341 | ||||||||||||
|
||||||||||||||||
Research and development
|
||||||||||||||||
Other
|
4,718 | 4,179 | 8,691 | 8,335 | ||||||||||||
Selling and marketing
|
||||||||||||||||
Other
|
13,471 | 10,944 | 24,929 | 18,993 | ||||||||||||
General and administrative
|
||||||||||||||||
Other
|
7,340 | 5,752 | 14,118 | 11,079 | ||||||||||||
Other income, net
|
||||||||||||||||
Other
|
242 | 887 | 737 | 1,818 | ||||||||||||
Loss before income taxes
|
||||||||||||||||
Other
|
$ | (8,819 | ) | $ | (4,764 | ) | $ | (15,173 | ) | $ | (10,248 | ) | ||||
|
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Table of Contents
Three Months Ended
Six Months Ended
June 28,
June 30,
June 28,
June 30,
2008
2007
2008
2007
90.3
%
88.0
%
89.4
%
87.3
%
9.7
12.0
10.6
12.7
100.0
100.0
100.0
100.0
66.0
57.9
64.7
58.6
9.5
9.7
9.7
10.9
75.5
67.6
74.4
69.5
24.5
32.4
25.6
30.5
7.0
8.9
7.0
9.6
20.1
23.3
20.0
22.0
10.9
12.2
11.4
12.8
38.0
44.4
38.4
44.4
(13.5
)
(12.0
)
(12.8
)
(13.9
)
0.4
1.9
0.6
2.1
(13.1
)
(10.1
)
(12.2
)
(11.8
)
(6.4
)
0.1
(5.4
)
0.1
(6.7
)%
(10.2
)%
(6.8
)%
(11.9
)%
Three Months Ended
Six Months Ended
June 28,
June 30,
Dollar
Percent
June 28,
June 30,
Dollar
Percent
2008
2007
Change
Change
2008
2007
Change
Change
(Dollars in thousands)
(Dollars in thousands)
$
67,202
$
47,014
$
20,188
42.9
%
$
124,504
$
86,501
$
38,003
43.9
%
Table of Contents
Three Months Ended
Six Months Ended
June 28,
June 30,
Dollar
Percent
June 28,
June 30,
Dollar
Percent
2008
2007
Change
Change
2008
2007
Change
Change
(Dollars in thousands)
(Dollars in thousands)
$
50,734
$
31,790
$
18,944
59.6
%
$
92,676
$
60,160
$
32,516
54.0
%
75.5
%
67.6
%
74.4
%
69.5
%
Table of Contents
Three Months Ended
Six Months Ended
June 28,
June 30,
Dollar
Percent
June 28,
June 30,
Dollar
Percent
2008
2007
Change
Change
2008
2007
Change
Change
(Dollar in thousands)
(Dollars in thousands)
$
16,468
$
15,224
$
1,244
8.2
%
$
31,828
$
26,341
$
5,487
20.8
%
24.5
%
32.4
%
25.6
%
30.5
%
Three Months Ended
Six Months Ended
June 28,
June 30,
Dollar
Percent
June 28,
June 30,
Dollar
Percent
2008
2007
Change
Change
2008
2007
Change
Change
(Dollars in thousands)
(Dollars in thousands)
$
4,718
$
4,179
$
539
12.9
%
$
8,691
$
8,335
$
356
4.3
%
7.0
%
8.9
%
7.0
%
9.6
%
Table of Contents
Three Months Ended
Six Months Ended
June 28,
June 30,
Dollar
Percent
June 28,
June 30,
Dollar
Percent
2008
2007
Change
Change
2008
2007
Change
Change
(Dollars in thousands)
(Dollars in thousands)
$
13,471
$
10,944
$
2,527
23.1
%
$
24,929
$
18,993
$
5,936
31.3
%
20.1
%
23.3
%
20.0
%
22.0
%
Table of Contents
Three Months Ended
Six Months Ended
June 28,
June 30,
Dollar
Percent
June 28,
June 30,
Dollar
Percent
2008
2007
Change
Change
2008
2007
Change
Change
(Dollars in thousands)
(Dollars in thousands)
$
7,340
$
5,752
$
1,588
27.6
%
$
14,118
$
11,079
$
3,039
27.4
%
10.9
%
12.2
%
11.4
%
12.8
%
Three Months Ended
Six Months Ended
June 28,
June 30,
Dollar
Percent
June 28,
June 30,
Dollar
Percent
2008
2007
Change
Change
2008
2007
Change
Change
(Dollars in thousands)
(Dollars in thousands)
$
242
$
887
$
(645
)
(72.7
%)
$
737
$
1,818
$
(1,081
)
(59.5
%)
0.4
%
1.9
%
0.6
%
2.1
%
Table of Contents
Three Months Ended
Six Months Ended
June 28,
June 30,
Dollar
Percent
June 28,
June 30,
Dollar
Percent
2008
2007
Change
Change
2008
2007
Change
Change
(Dollars in thousands)
(Dollars in thousands)
$
(4,306
)
$
12
$
(4,318
)
N/A
$
(6,655
)
$
29
$
(6,684
)
N/A
(6.4
%)
0.1
%
(5.4
%)
0.1
%
Table of Contents
Table of Contents
Table of Contents
Payments Due by Period
Less Than
1 to 3
3 to 5
More Than
Total
1 Year
Years
Years
5 Years
(In thousands)
$
3,016
$
4,442
$
4,373
$
14,264
$
26,095
1,188
9,500
7,000
17,688
$
4,204
$
13,942
$
11,373
$
14,264
$
43,783
Table of Contents
Table of Contents
(a)
Votes regarding the election of the persons named below as class III members to the board of
directors, each for a three-year term and until his successor has been duly elected and
qualified or until his earlier resignation or removal, were as follows:
For
Withheld
18,705,004
179,876
18,719,194
165,686
18,705,731
179,149
(b)
Votes regarding ratification of the appointment of the accounting firm of
PricewaterhouseCoopers LLP as the Companys independent registered public accountants for the
current fiscal year were as follows:
For
Against
Abstentions
18,786,695
45,850
52,335
Table of Contents
Table of Contents
Exhibit Number
Description
First Amendment and Waiver to Credit Agreement by and between iRobot Corporation and
Bank of America, N.A., dated April 30, 2008 (filed as Exhibit 10.1 to iRobot Corporations Current Report on Form 8-K filed on
May 29, 2008 and incorporated by reference herein)
First Amendment to Note by and between iRobot Corporation and Bank of America, N.A.,
dated April 30, 2008 (filed as Exhibit 10.2 to iRobot Corporations Current Report on Form 8-K filed on
May 29, 2008 and incorporated by reference herein)
Form of Deferred Stock Award Agreement under the 2005 Stock Option and Incentive Plan
Form of Restricted Stock Award Agreement under the 2005 Stock Option and Incentive Plan
Amendment No. 1 to the Master Loan and Security Agreement between iRobot Corporation
and Banc of America Leasing and Capital, LLC, dated May 15, 2008
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
Indicates a management contract or any compensatory plan, contract or arrangement
Table of Contents
iROBOT CORPORATION
By:
/s/ JOHN LEAHY
John Leahy
Executive Vice President, Chief Financial
Officer and Treasurer (Duly Authorized
Officer and Principal Financial Officer)
Table of Contents
Exhibit
Number
Description
First Amendment and Waiver to Credit Agreement by and between iRobot Corporation and
Bank of America, N.A., dated April 30, 2008 (filed as Exhibit
10.1 to iRobot Corporation's Current Report on Form 8-K filed on
May 29, 2008 and incorporated by reference herein)
First Amendment to Note by and between iRobot Corporation and Bank of America, N.A.,
dated April 30, 2008 (filed as Exhibit
10.2 to iRobot Corporation's Current Report on Form 8-K filed on
May 29, 2008 and incorporated by reference herein)
Form of Deferred Stock Award Agreement under the 2005 Stock Option and Incentive Plan
Form of Restricted Stock Award Agreement under the 2005 Stock Option and Incentive Plan
Amendment No. 1 to the Master Loan and Security Agreement between iRobot Corporation
and Banc of America Leasing and Capital, LLC, dated as of May 15, 2008
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
Indicates a management contract or any compensatory plan, contract or arrangement
Incremental (Aggregate) | ||
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Bank of America | Amendment Number 001 | |
Banc of America Leasing & Capital, LLC | to Master Loan and Security Agreement No. 17507-70000 |
1. | The Agreement is hereby amended by deleting the Addendum to Master Loan and Security Agreement No. 17507-70000 dated June 19, 2007 in its entirety. | ||
2. | The Agreement is hereby amended by inserting the following as a second paragraph at the end of Section 8 of the Agreement: | ||
All covenants of Borrower that are based upon a specified level or ratio relating to assets, liabilities, indebtedness, rentals, net worth, cash flow, earnings, profitability, or any other accounting-based measurement or test, now or hereafter existing (collectively, the Additional Covenants), in that certain Credit Agreement dated June 5, 2007 by and between Borrower and Bank of America, N.A., or in any replacement credit facility acceptable to Lender between Borrower and a United States national banking association or other financial institution (a Bank Facility), are hereby Incorporated into and made a part of this Agreement (with such adjustments to defined terms as may be necessary to assure consistency) as such Additional Covenants may be amended from time to time under such Bank Facility; provided, however, that (i) the Additional Covenants shall be deemed permanently incorporated into this Agreement, in their then existing form without further modification or amendment except as may be agreed to in writing by Lender, upon and notwithstanding the cancellation or termination of a Bank Facility due to voluntary prepayment, payment at maturity, default or otherwise, unless a replacement credit facility with Additional Covenants has been accepted in writing by Lender in its sole discretion prior to the effective date of such cancellation or termination of such Bank Facility, and (ii) any waiver of any breach (or anticipated breach) of any Additional Covenant under the Bank Facility (by reason of amendment, forbearance or otherwise) shall not constitute a waiver of the corresponding default (or anticipated default) under this Agreement unless specifically agreed to in writing by Lender. Borrower shall promptly provide Lender: (a) certified copies of true, correct and complete documentation of any Bank Facility in effect from time to time, and any all proposed amendments and modifications thereof; (b) notices of any event of default or other condition of non-compliance issued to Borrower in connection with a Bank Facility; (c) any certificates of compliance and supporting information and reports in the form required pursuant to a Bank Facility as they pertain to the Additional Covenants, and shall continue to provide the same to Lender notwithstanding the cancellation or other termination of such Bank Facility for so long as any Obligations owing to Lender remain outstanding in connection with this Agreement; and (d) prior written notice of the cancellation or termination of a Bank Facility for any reason. Borrower further acknowledges and agrees that any event of default under a Bank Facility shall constitute an Event of Default under this Agreement. | |||
3. | The Agreement is hereby amended by deleting Section 8 (c) in its entirety and replacing it with the following: | ||
Borrower shall notify Lender in writing at least 30 days before changing its legal name, state of organization, corporate address or organizational identification number; | |||
4. | It is the intention of Lender and Borrower that, upon execution, this Amendment shall constitute a part of the Agreement, Except as amended hereby, the Agreement shall remain in full force and effect and is in all respects hereby ratified and affirmed. To the extent that the provisions of this Amendment conflict with the provisions of the Agreement, the provisions of this Amendment shall control. Capitalized terms not otherwise defined herein shall have the meanings ascribed them in the Agreement. All other financial terms and conditions contained herein that are not specifically defined herein shall have meanings determined in accordance with generally accepted accounting principles consistently applied. This Amendment shall apply to all Equipment Notes now existing (except any Equipment Notes which Lender has assigned to a third party unless such third party has approved or consented to this Amendment) or hereafter entered into under the Agreement. |
Banc of America Leasing & Capital, LLC (Lender) | iRobot Corporation (Borrower) |
By: | -s- Patricia Smith-Disu | By: | -s- Geoffrey P. Clear | |||||
Printed Name: | Patricia Smith-Disu | Printed Name: | GEOFFREY P. CLEAR | |||||
Title: | Vice President | Title: | SR VP/CFO |
Page 1 of 1
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 1, 2008 | /s/ Colin M. Angle | |||
Colin M. Angle | ||||
Chief Executive Officer |
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 1, 2008 | /s/ John Leahy | |||
John Leahy | ||||
Chief Financial Officer |
Dated August 1, 2008 | /s/ Colin M. Angle | |||
Colin M. Angle | ||||
Chief Executive Officer | ||||
Dated August 1, 2008 | /s/ JOHN LEAHY | |||
John Leahy | ||||
Chief Financial Officer | ||||