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þ
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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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Delaware
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77-0259 335
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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8 Crosby Drive, Bedford, MA
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01730
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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þ
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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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Smaller reporting company
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¨
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(Do not check if a smaller
reporting company)
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Page
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Part I
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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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Part II
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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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Part III
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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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Part IV
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Item 15.
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•
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We significantly expanded the distribution of our Roomba 800 series robot, featuring our new AeroForce Performance Cleaning System. Significant revenue and margin contribution, along with high customer ratings have made the Roomba 800 launch one of our most successful to date.
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•
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We continued to increase our investment in marketing programs in our home robots business, which resulted in greater brand awareness and revenue growth. Our strategy in 2015 will be similar with continued focus on brand awareness and customer conversion.
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•
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We announced the uPoint Multi-Robot Control (MRC) system, a universal control system for our line of defense and security robots. The uPoint MRC system, which is our first multi-robot tablet controller, provides precise and reliable control through an intuitive interface for any of our unmanned ground vehicles.
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•
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We launched the Ava 500 Video Collaboration robot which blends our autonomous navigation capabilities with Cisco’s TelePresence, to enable people working off-site to participate in meetings, presentations and events where movement and location spontaneity are important.
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•
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We continued our successful Science, Technology, Engineering and Math (STEM) outreach program with the launch of Create 2, a preassembled robot platform that gives educators, students and developers firsthand robotic programming experience.
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•
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We have seen significant growth in sales into China due to strong demand for our products, and this region will continue to be a focus of our Company.
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•
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the Federal Acquisition Regulations and supplemental agency regulations, which comprehensively regulate the formation and administration of, and performance under government contracts;
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•
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the Truth in Negotiations Act, which requires certification and disclosure of all cost and pricing data in connection with contract negotiations;
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•
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the Cost Accounting Standards, which impose accounting requirements that govern our right to reimbursement under cost-based government contracts;
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•
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the Foreign Corrupt Practices Act, which prohibits U.S. companies from providing anything of value to a foreign official to help obtain, retain or direct business, or obtain any unfair advantages;
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•
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the False Claims Act and the False Statements Act, which, respectively, impose penalties for payments made on the basis of false facts provided to the government, and impose penalties on the basis of false statements, even if they do not result in a payment; and
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•
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laws, regulations and executive orders restricting the use and dissemination of information classified for national security purposes and the exportation of certain products and technical data.
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•
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generate sufficient revenue and gross margin to maintain profitability;
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•
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acquire and maintain market share in our consumer and defense markets;
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•
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attract and retain customers of our consumer robots;
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•
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attract and retain additional engineers and other highly-qualified personnel;
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•
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expand our product offerings beyond our existing robots; and
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•
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adapt to new or changing policies and spending priorities of governments and government agencies.
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•
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the size, timing and mix of orders from retail stores and international distributors for our home care robots;
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•
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the size and timing of orders from military and other government agencies;
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•
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the mix of products that we sell in the period;
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•
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disruption of supply of our products from our manufacturers;
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•
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disruptions to our supply chain due to inclement weather, labor disruptions or other factors beyond our control;
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•
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seasonality in the sales of our military and consumer products;
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•
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unanticipated costs incurred in the introduction of new products;
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•
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costs and availability of labor and raw materials;
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•
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costs of freight;
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•
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changes in our rate of returns for our consumer products;
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•
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our ability to introduce new products and enhancements to our existing products on a timely basis;
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•
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warranty costs associated with our consumer products;
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•
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the amount of government funding and the political, budgetary and purchasing constraints of our government agency customers; and
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•
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cancellations, delays or contract amendments by government agency customers.
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•
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lack of direct control over production capacity and delivery schedules;
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•
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lack of direct control over quality assurance, manufacturing yields and production costs;
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•
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lack of enforceable contractual provisions over the production and costs of consumer products;
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•
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risk of loss of inventory while in transit;
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•
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risks associated with international commerce, including unexpected changes in legal and regulatory requirements, changes in tariffs and trade policies, risks associated with the protection of intellectual property and political and economic instability; and
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•
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our attempts to add additional manufacturing resources may be significantly delayed and thereby create disruptions in production of our products.
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•
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terminate contracts for convenience, in whole or in part, at any time and for any reason;
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•
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reduce or modify contracts or subcontracts if its requirements or budgetary constraints change;
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•
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cancel multi-year contracts and related orders if funds for contract performance for any subsequent year become unavailable;
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•
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exercise production priorities, which allow it to require that we accept government purchase orders or produce products under its contracts before we produce products under other contracts, which may displace or delay production of more profitable orders;
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•
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claim certain rights in products provided by us; and
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•
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control or prohibit the export of certain of our products.
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•
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the Federal Acquisition Regulations and supplemental agency regulations, which comprehensively regulate the formation and administration of, and performance under government contracts;
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•
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the Truth in Negotiations Act, which requires certification and disclosure of all cost and pricing data in connection with contract negotiations;
|
•
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the Cost Accounting Standards, which impose accounting requirements that govern our right to reimbursement under cost-based government contracts;
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•
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the Foreign Corrupt Practices Act, which prohibits U.S. companies from providing anything of value to a foreign official to help obtain, retain or direct business, or obtain any unfair advantage;
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•
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the False Claims Act and the False Statements Act, which, respectively, impose penalties for payments made on the basis of false facts provided to the government, and impose penalties on the basis of false statements, even if they do not result in a payment;
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•
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laws, regulations and executive orders restricting the use and dissemination of information classified for national security purposes and the exportation of certain products and technical data;
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•
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Certain contracts from the U.S. federal government may require us to maintain certain certifications including but not limited to AS9100 and CMMI;
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•
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Contractor Purchasing Systems review (CPSR) requirements, which evaluate the efficiency and effectiveness with which we spend U.S. Government funds; and
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•
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The sale of our products in countries outside the United States is regulated by the governments of those countries. While compliance with such regulation will generally be undertaken by our international distributors, we may assist with such compliance and in certain cases may be liable if a distributor fails to comply.
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•
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costs incurred to combine the operations of businesses we acquire, such as transitional employee expenses and employee retention, redeployment or relocation expenses;
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•
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impairment of goodwill or intangible assets;
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•
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amortization of intangible assets acquired;
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•
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a reduction in the useful lives of intangible assets acquired;
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•
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identification of or changes to assumed contingent liabilities, both income tax and non-income tax related after our final determination of the amounts for these contingencies or the conclusion of the measurement period (generally up to one year from the acquisition date), whichever comes first;
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•
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charges to our operating results to eliminate certain duplicative pre-merger activities, to restructure our operations or to reduce our cost structure;
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•
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charges to our operating results resulting from expenses incurred to effect the acquisition; and
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•
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charges to our operating results due to the expensing of certain stock awards assumed in an acquisition.
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•
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difficulties in staffing, managing and supporting operations in multiple countries;
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•
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difficulties in enforcing agreements and collecting receivables through foreign legal systems and other relevant legal issues;
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•
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fewer legal protections for intellectual property;
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•
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foreign and U.S. taxation issues, tariffs, and international trade barriers;
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•
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difficulties in obtaining any necessary governmental authorizations for the export of our products to certain foreign jurisdictions;
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•
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potential fluctuations in foreign economies;
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•
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government currency control and restrictions on repatriation of earnings;
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•
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fluctuations in the value of foreign currencies and interest rates;
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•
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general economic and political conditions in the markets in which we operate;
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•
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domestic and international economic or political changes, hostilities and other disruptions in regions where we currently operate or may operate in the future;
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•
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changes in foreign currency exchange rates;
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•
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different and changing legal and regulatory requirements in the jurisdictions in which we currently operate or may operate in the future; and
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•
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outside of the United States, we primarily rely on a network of exclusive distributors, some of whom may be operating without written contracts.
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•
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limitations on the removal of directors;
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•
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a classified board of directors so that not all members of our board are elected at one time;
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•
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advance notice requirements for stockholder proposals and nominations;
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•
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the inability of stockholders to act by written consent or to call special meetings;
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•
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the ability of our board of directors to make, alter or repeal our by-laws; and
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•
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the ability of our board of directors to designate the terms of and issue new series of preferred stock without stockholder approval.
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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High
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Low
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||||
Fiscal 2013:
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|
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||||
First quarter
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$
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25.76
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$
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18.25
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Second quarter
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$
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40.12
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$
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23.76
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Third quarter
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$
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41.12
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$
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30.85
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Fourth quarter
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$
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38.46
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$
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28.90
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Fiscal 2014:
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||||
First quarter
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$
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48.36
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$
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32.93
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Second quarter
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$
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44.43
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$
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30.11
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Third quarter
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$
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42.00
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$
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30.24
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Fourth quarter
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$
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38.10
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$
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29.73
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(a) Total number of Shares Purchased (1)
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(b) Average Price Paid per Share
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(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
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(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
|
||||||
Period
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||||||
Fiscal month beginning September 28, 2014 and ended October 25, 2014
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55,973
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$
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29.97
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55,973
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$
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48,300,000
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Fiscal month beginning October 26, 2014 and ended November 22, 2014
|
—
|
|
—
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—
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48,300,000
|
|
||
Fiscal month beginning November 23, 2014 and ended December 27, 2014
|
—
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—
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—
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48,300,000
|
|
||
Total
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55,973
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$
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29.97
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|
55,973
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$
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48,300,000
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(1)
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Consists of shares of our common stock. All repurchases were made in open market transactions and pursuant to our previously-announced stock repurchase program.
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(2)
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On April 2, 2014, we announced the adoption of our stock repurchase program. Under the program, we may purchase up to $50 million of our common stock from May 1, 2014 to April 30, 2015.
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Year Ended
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||||||||||||||||||
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December 27,
2014 |
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December 28,
2013 |
|
December 29,
2012 |
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December 31,
2011 |
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January 1,
2011 |
||||||||||
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(In thousands, except earnings per share amounts)
|
||||||||||||||||||
Consolidated Statements of Income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
556,846
|
|
|
$
|
487,401
|
|
|
$
|
436,244
|
|
|
$
|
465,500
|
|
|
$
|
400,952
|
|
Cost of revenue
|
298,791
|
|
|
266,247
|
|
|
241,896
|
|
|
257,847
|
|
|
236,901
|
|
|||||
Gross margin
|
258,055
|
|
|
221,154
|
|
|
194,348
|
|
|
207,653
|
|
|
164,051
|
|
|||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
69,408
|
|
|
63,649
|
|
|
57,066
|
|
|
60,100
|
|
|
51,185
|
|
|||||
Selling and marketing
|
86,091
|
|
|
71,529
|
|
|
66,412
|
|
|
50,477
|
|
|
42,778
|
|
|||||
General and administrative
|
49,439
|
|
|
53,358
|
|
|
45,698
|
|
|
43,753
|
|
|
36,618
|
|
|||||
Total operating expenses
|
204,938
|
|
|
188,536
|
|
|
169,176
|
|
|
154,330
|
|
|
130,581
|
|
|||||
Operating income
|
53,117
|
|
|
32,618
|
|
|
25,172
|
|
|
53,323
|
|
|
33,470
|
|
|||||
Net income
|
$
|
37,803
|
|
|
$
|
27,641
|
|
|
$
|
17,297
|
|
|
$
|
40,191
|
|
|
$
|
25,514
|
|
Net income per common share basic
|
$
|
1.28
|
|
|
$
|
0.97
|
|
|
$
|
0.63
|
|
|
$
|
1.50
|
|
|
$
|
1.00
|
|
Diluted
|
$
|
1.25
|
|
|
$
|
0.94
|
|
|
$
|
0.61
|
|
|
$
|
1.44
|
|
|
$
|
0.96
|
|
Shares used in per common share calculations
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
29,485
|
|
|
28,495
|
|
|
27,577
|
|
|
26,712
|
|
|
25,394
|
|
|||||
Diluted
|
30,210
|
|
|
29,354
|
|
|
28,301
|
|
|
27,924
|
|
|
26,468
|
|
|
December 27,
2014 |
|
December 28,
2013 |
|
December 29,
2012 |
|
December 31,
2011 |
|
January 1,
2011 |
|||||||
|
(In thousands)
|
|||||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|||||||
Cash and cash equivalents
|
$
|
185,957
|
|
|
$
|
165,404
|
|
|
126,770
|
|
|
166,308
|
|
|
108,383
|
|
Short term investments
|
36,166
|
|
|
21,954
|
|
|
12,430
|
|
|
17,811
|
|
|
13,928
|
|
||
Total assets
|
493,213
|
|
|
416,337
|
|
|
354,313
|
|
|
332,213
|
|
|
254,331
|
|
||
Total liabilities
|
102,777
|
|
|
85,648
|
|
|
78,496
|
|
|
89,255
|
|
|
79,424
|
|
||
Total stockholders’ equity
|
390,436
|
|
|
330,689
|
|
|
275,817
|
|
|
242,958
|
|
|
174,907
|
|
ITEM 7.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
salaries and related costs for our engineers;
|
•
|
costs for high technology components used in product and prototype development;
|
•
|
costs of test equipment used during product development; and
|
•
|
occupancy and other overhead costs.
|
•
|
salaries and related costs for sales and marketing personnel;
|
•
|
salaries and related costs for executives and administrative personnel;
|
•
|
advertising, marketing and other brand-building costs;
|
•
|
customer service costs;
|
•
|
professional services costs;
|
•
|
information systems and infrastructure costs;
|
•
|
travel and related costs; and
|
•
|
occupancy and other overhead costs.
|
|
Fiscal Year Ended
|
||||||||||
|
December 27,
2014 |
|
December 28,
2013 |
|
December 29,
2012 |
||||||
|
(In thousands)
|
||||||||||
Revenue
|
$
|
556,846
|
|
|
$
|
487,401
|
|
|
$
|
436,244
|
|
Cost of revenue (1)
|
298,791
|
|
|
266,247
|
|
|
241,896
|
|
|||
Gross margin
|
258,055
|
|
|
221,154
|
|
|
194,348
|
|
|||
Operating expenses
|
|
|
|
|
|
||||||
Research and development(1)
|
69,408
|
|
|
63,649
|
|
|
57,066
|
|
|||
Selling and marketing(1)
|
86,091
|
|
|
71,529
|
|
|
66,412
|
|
|||
General and administrative(1)
|
49,439
|
|
|
53,358
|
|
|
45,698
|
|
|||
Total operating expenses
|
204,938
|
|
|
188,536
|
|
|
169,176
|
|
|||
Operating income
|
53,117
|
|
|
32,618
|
|
|
25,172
|
|
|||
Other income (expense), net
|
(708
|
)
|
|
(203
|
)
|
|
435
|
|
|||
Income before income taxes
|
52,409
|
|
|
32,415
|
|
|
25,607
|
|
|||
Income tax expense
|
14,606
|
|
|
4,774
|
|
|
8,310
|
|
|||
Net income
|
$
|
37,803
|
|
|
$
|
27,641
|
|
|
$
|
17,297
|
|
(1)
|
Stock-based compensation recorded in fiscal
2014
,
2013
and
2012
breaks down by expense classification as follows.
|
|
Fiscal Year Ended
|
||||||||||
|
December 27,
2014 |
|
December 28,
2013 |
|
December 29,
2012 |
||||||
|
(In thousands)
|
||||||||||
Cost of revenue
|
$
|
865
|
|
|
$
|
700
|
|
|
$
|
889
|
|
Research and development
|
3,359
|
|
|
2,700
|
|
|
1,904
|
|
|||
Selling and marketing
|
1,296
|
|
|
1,246
|
|
|
808
|
|
|||
General and administrative
|
8,258
|
|
|
8,763
|
|
|
7,382
|
|
|
Fiscal Year Ended
|
|||||||
|
December 27,
2014 |
|
December 28,
2013 |
|
December 29,
2012 |
|||
Revenue
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of revenue
|
53.7
|
|
|
54.6
|
|
|
55.4
|
|
Gross margin
|
46.3
|
|
|
45.4
|
|
|
44.6
|
|
Operating expenses
|
|
|
|
|
|
|||
Research and development
|
12.5
|
|
|
13.1
|
|
|
13.1
|
|
Selling and marketing
|
15.5
|
|
|
14.7
|
|
|
15.2
|
|
General and administrative
|
8.9
|
|
|
10.9
|
|
|
10.5
|
|
Total operating expenses
|
36.9
|
|
|
38.7
|
|
|
38.8
|
|
Operating income
|
9.4
|
|
|
6.7
|
|
|
5.8
|
|
Other income (expense), net
|
(0.1
|
)
|
|
—
|
|
|
0.1
|
|
Income before income taxes
|
9.3
|
|
|
6.7
|
|
|
5.9
|
|
Income tax expense
|
2.6
|
|
|
1.0
|
|
|
1.9
|
|
Net income
|
6.7
|
%
|
|
5.7
|
%
|
|
4.0
|
%
|
|
Fiscal Year Ended
|
|
|
|
|
|||||||||
|
December 27,
2014 |
|
December 28,
2013 |
|
Dollar Change
|
|
Percent Change
|
|||||||
|
(In thousands)
|
|||||||||||||
Total Revenue
|
$
|
556,846
|
|
|
$
|
487,401
|
|
|
$
|
69,445
|
|
|
14.2
|
%
|
|
Fiscal Year Ended
|
|
|
|
|
|||||||||
|
December 27,
2014 |
|
December 28,
2013 |
|
Dollar Change
|
|
Percent Change
|
|||||||
|
(In thousands)
|
|||||||||||||
Total cost of revenue
|
$
|
298,791
|
|
|
$
|
266,247
|
|
|
$
|
32,544
|
|
|
12.2
|
%
|
As a percentage of total revenue
|
53.7
|
%
|
|
54.6
|
%
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
|
|
|||||||||
|
December 27,
2014 |
|
December 28,
2013 |
|
Dollar Change
|
|
Percent Change
|
|||||||
|
(In thousands)
|
|||||||||||||
Total gross margin
|
$
|
258,055
|
|
|
$
|
221,154
|
|
|
$
|
36,901
|
|
|
16.7
|
%
|
As a percentage of total revenue
|
46.3
|
%
|
|
45.4
|
%
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
|
|
|||||||||
|
December 27,
2014 |
|
December 28,
2013 |
|
Dollar Change
|
|
Percent Change
|
|||||||
|
(In thousands)
|
|||||||||||||
Total research and development
|
$
|
69,408
|
|
|
$
|
63,649
|
|
|
$
|
5,759
|
|
|
9.0
|
%
|
As a percentage of total revenue
|
12.5
|
%
|
|
13.1
|
%
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
|
|
|||||||||
|
December 27,
2014 |
|
December 28,
2013 |
|
Dollar Change
|
|
Percent Change
|
|||||||
|
(In thousands)
|
|||||||||||||
Total selling and marketing
|
$
|
86,091
|
|
|
$
|
71,529
|
|
|
$
|
14,562
|
|
|
20.4
|
%
|
As a percentage of total revenue
|
15.5
|
%
|
|
14.7
|
%
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
|
|
|||||||||
|
December 27,
2014 |
|
December 28,
2013 |
|
Dollar Change
|
|
Percent Change
|
|||||||
|
(In thousands)
|
|||||||||||||
General and administrative
|
$
|
49,439
|
|
|
$
|
53,358
|
|
|
$
|
(3,919
|
)
|
|
(7.3
|
)%
|
As a percentage of total revenue
|
8.9
|
%
|
|
10.9
|
%
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
|
|
|||||||||
|
December 27,
2014 |
|
December 28,
2013 |
|
Dollar Change
|
|
Percent Change
|
|||||||
|
(In thousands)
|
|||||||||||||
Other Income (expense), net
|
$
|
(708
|
)
|
|
$
|
(203
|
)
|
|
$
|
(505
|
)
|
|
248.8
|
%
|
As a percentage of total revenue
|
(0.1
|
)%
|
|
0.0
|
%
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
|
|
|||||||||
|
December 27,
2014 |
|
December 28,
2013 |
|
Dollar Change
|
|
Percent Change
|
|||||||
|
(In thousands)
|
|||||||||||||
Income tax provision
|
$
|
14,606
|
|
|
$
|
4,774
|
|
|
$
|
9,832
|
|
|
205.9
|
%
|
As a percentage of pre-tax income
|
27.9
|
%
|
|
14.7
|
%
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
|
|
|||||||||
|
December 28,
2013 |
|
December 29,
2012 |
|
Dollar Change
|
|
Percent Change
|
|||||||
|
(In thousands)
|
|||||||||||||
Total Revenue
|
$
|
487,401
|
|
|
$
|
436,244
|
|
|
$
|
51,157
|
|
|
11.7
|
%
|
|
Fiscal Year Ended
|
|
|
|
|
|||||||||
|
December 28,
2013 |
|
December 29,
2012 |
|
Dollar Change
|
|
Percent Change
|
|||||||
|
(In thousands)
|
|||||||||||||
Total cost of revenue
|
$
|
266,247
|
|
|
$
|
241,896
|
|
|
$
|
24,351
|
|
|
10.1
|
%
|
As a percentage of total revenue
|
54.6
|
%
|
|
55.4
|
%
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
|
|
|||||||||
|
December 28,
2013 |
|
December 29,
2012 |
|
Dollar Change
|
|
Percent Change
|
|||||||
|
(In thousands)
|
|||||||||||||
Total gross margin
|
$
|
221,154
|
|
|
$
|
194,348
|
|
|
$
|
26,806
|
|
|
13.8
|
%
|
As a percentage of total revenue
|
45.4
|
%
|
|
44.6
|
%
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
|
|
|||||||||
|
December 28,
2013 |
|
December 29,
2012 |
|
Dollar Change
|
|
Percent Change
|
|||||||
|
(In thousands)
|
|||||||||||||
Total research and development
|
$
|
63,649
|
|
|
$
|
57,066
|
|
|
$
|
6,583
|
|
|
11.5
|
%
|
As a percentage of total revenue
|
13.1
|
%
|
|
13.1
|
%
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
|
|
|||||||||
|
December 28,
2013 |
|
December 29,
2012 |
|
Dollar Change
|
|
Percent Change
|
|||||||
|
(In thousands)
|
|||||||||||||
Total selling and marketing
|
$
|
71,529
|
|
|
$
|
66,412
|
|
|
$
|
5,117
|
|
|
7.7
|
%
|
As a percentage of total revenue
|
14.7
|
%
|
|
15.2
|
%
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
|
|
|||||||||
|
December 28,
2013 |
|
December 29,
2012 |
|
Dollar Change
|
|
Percent Change
|
|||||||
|
(In thousands)
|
|||||||||||||
General and administrative
|
$
|
53,358
|
|
|
$
|
45,698
|
|
|
$
|
7,660
|
|
|
16.8
|
%
|
As a percentage of total revenue
|
10.9
|
%
|
|
10.5
|
%
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
|
|
|||||||||
|
December 28,
2013 |
|
December 29,
2012 |
|
Dollar Change
|
|
Percent Change
|
|||||||
|
(In thousands)
|
|||||||||||||
Other Income (expense), net
|
$
|
(203
|
)
|
|
$
|
435
|
|
|
$
|
(638
|
)
|
|
(146.7
|
)%
|
As a percentage of total revenue
|
—
|
%
|
|
0.1
|
%
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
|
|
|||||||||
|
December 28,
2013 |
|
December 29,
2012 |
|
Dollar Change
|
|
Percent Change
|
|||||||
|
(In thousands)
|
|||||||||||||
Income tax provision
|
$
|
4,774
|
|
|
$
|
8,310
|
|
|
$
|
(3,536
|
)
|
|
(42.6
|
)%
|
As a percentage of pre-tax income
|
14.7
|
%
|
|
32.5
|
%
|
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Less Than
1 Year
|
|
1 to 3
Years
|
|
3 to 5
Years
|
|
More Than
5 Years
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Operating leases
|
$
|
3,460
|
|
|
$
|
5,053
|
|
|
$
|
4,766
|
|
|
$
|
794
|
|
|
$
|
14,073
|
|
Other obligations
|
523
|
|
|
125
|
|
|
—
|
|
|
—
|
|
|
648
|
|
|||||
Total
|
$
|
3,983
|
|
|
$
|
5,178
|
|
|
$
|
4,766
|
|
|
$
|
794
|
|
|
$
|
14,721
|
|
|
Page
|
|
December 27,
2014 |
|
December 28,
2013 |
||||
|
(In thousands)
|
||||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
185,957
|
|
|
$
|
165,404
|
|
Short term investments
|
36,166
|
|
|
21,954
|
|
||
Accounts receivable, net of allowance of $67 at December 27, 2014 and December 28, 2013
|
71,056
|
|
|
39,348
|
|
||
Unbilled revenue
|
2,614
|
|
|
856
|
|
||
Inventory
|
47,857
|
|
|
46,107
|
|
||
Deferred tax assets
|
21,505
|
|
|
20,144
|
|
||
Other current assets
|
9,704
|
|
|
6,848
|
|
||
Total current assets
|
374,859
|
|
|
300,661
|
|
||
Property and equipment, net
|
31,297
|
|
|
23,661
|
|
||
Deferred tax assets
|
8,409
|
|
|
10,095
|
|
||
Goodwill
|
48,751
|
|
|
48,751
|
|
||
Intangible assets, net
|
19,146
|
|
|
22,668
|
|
||
Other assets
|
10,751
|
|
|
10,501
|
|
||
Total assets
|
$
|
493,213
|
|
|
$
|
416,337
|
|
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED AND
STOCKHOLDERS’ EQUITY
|
|||||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
60,256
|
|
|
$
|
41,344
|
|
Accrued expenses
|
18,701
|
|
|
14,880
|
|
||
Accrued compensation
|
16,235
|
|
|
19,606
|
|
||
Deferred revenue and customer advances
|
3,849
|
|
|
5,085
|
|
||
Total current liabilities
|
99,041
|
|
|
80,915
|
|
||
Long term liabilities
|
3,736
|
|
|
4,733
|
|
||
Commitments and contingencies (Note 11):
|
|
|
|
||||
Redeemable convertible preferred stock, 5,000,000 shares authorized and no shares issued or outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 100,000,000 shares authorized; and 29,644,602 and 28,935,253 shares issued and outstanding at December 27, 2014 and December 28, 2013, respectively
|
297
|
|
|
289
|
|
||
Additional paid-in capital
|
249,409
|
|
|
227,175
|
|
||
Retained earnings
|
140,881
|
|
|
103,078
|
|
||
Accumulated other comprehensive income
|
(151
|
)
|
|
147
|
|
||
Total stockholders’ equity
|
390,436
|
|
|
330,689
|
|
||
Total liabilities, redeemable convertible preferred stock and stockholders’ equity
|
$
|
493,213
|
|
|
$
|
416,337
|
|
|
Fiscal Year Ended
|
||||||||||
|
December 27,
2014 |
|
December 28,
2013 |
|
December 29,
2012 |
||||||
|
(In thousands, except per share amounts)
|
||||||||||
Revenue
|
$
|
556,846
|
|
|
$
|
487,401
|
|
|
$
|
436,244
|
|
Cost of revenue(1)
|
298,791
|
|
|
266,247
|
|
|
241,896
|
|
|||
Gross margin
|
258,055
|
|
|
221,154
|
|
|
194,348
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Research and development(1)
|
69,408
|
|
|
63,649
|
|
|
57,066
|
|
|||
Selling and marketing(1)
|
86,091
|
|
|
71,529
|
|
|
66,412
|
|
|||
General and administrative(1)
|
49,439
|
|
|
53,358
|
|
|
45,698
|
|
|||
Total operating expenses
|
204,938
|
|
|
188,536
|
|
|
169,176
|
|
|||
Operating income
|
53,117
|
|
|
32,618
|
|
|
25,172
|
|
|||
Other income (expense), net
|
(708
|
)
|
|
(203
|
)
|
|
435
|
|
|||
Income before income taxes
|
52,409
|
|
|
32,415
|
|
|
25,607
|
|
|||
Income tax expense
|
14,606
|
|
|
4,774
|
|
|
8,310
|
|
|||
Net income
|
$
|
37,803
|
|
|
$
|
27,641
|
|
|
$
|
17,297
|
|
Net income per share
|
|
|
|
|
|
||||||
Basic
|
$
|
1.28
|
|
|
$
|
0.97
|
|
|
$
|
0.63
|
|
Diluted
|
$
|
1.25
|
|
|
$
|
0.94
|
|
|
$
|
0.61
|
|
Number of shares used in per share calculations
|
|
|
|
|
|
||||||
Basic
|
29,485
|
|
|
28,495
|
|
|
27,577
|
|
|||
Diluted
|
30,210
|
|
|
29,354
|
|
|
28,301
|
|
(1)
|
Stock-based compensation recorded in fiscal 2014, 2013 and 2012 breaks down by expense classification as follows:
|
|
Fiscal Year Ended
|
||||||||||
|
December 27,
2014 |
|
December 28,
2013 |
|
December 29,
2012 |
||||||
|
(In thousands)
|
||||||||||
Cost of revenue
|
$
|
865
|
|
|
$
|
700
|
|
|
$
|
889
|
|
Research and development
|
3,359
|
|
|
2,700
|
|
|
1,904
|
|
|||
Selling and marketing
|
1,296
|
|
|
1,246
|
|
|
808
|
|
|||
General and administrative
|
8,258
|
|
|
8,763
|
|
|
7,382
|
|
|
Fiscal Year Ended
|
||||||||||
|
December 27,
2014 |
|
December 28,
2013 |
|
December 29,
2012 |
||||||
|
(In thousands)
|
||||||||||
Net income, as reported
|
$
|
37,803
|
|
|
$
|
27,641
|
|
|
$
|
17,297
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Unrealized gains (losses) on investments, net of tax
|
(298
|
)
|
|
(52
|
)
|
|
48
|
||||
Total comprehensive income
|
$
|
37,505
|
|
|
$
|
27,589
|
|
|
$
|
17,345
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
(Accumulated
Deficit)
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Stockholders’
Equity
|
|||||||||||||
|
Shares
|
|
Value
|
|
||||||||||||||||||
Balance at December 31, 2011
|
27,216,555
|
|
|
$
|
272
|
|
|
$
|
184,395
|
|
|
$
|
58,140
|
|
|
$
|
151
|
|
|
$
|
242,958
|
|
Issuance of common stock for exercise of stock options
|
390,956
|
|
|
4
|
|
|
4,322
|
|
|
|
|
|
|
4,326
|
|
|||||||
Conversion of deferred compensation
|
823
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|||||||
Vesting of restricted stock units
|
204,053
|
|
|
2
|
|
|
(2
|
)
|
|
|
|
|
|
—
|
|
|||||||
Tax benefit of excess stock based compensation deduction
|
|
|
|
|
902
|
|
|
|
|
|
|
902
|
|
|||||||||
Amortization of deferred compensation relating to stock options and restricted stock
|
|
|
|
|
10,983
|
|
|
|
|
|
|
10,983
|
|
|||||||||
Stock withheld to cover tax withholdings requirements upon vesting of restricted stock units
|
(30,728
|
)
|
|
|
|
(784
|
)
|
|
|
|
|
|
(784
|
)
|
||||||||
Unrealized gain/(loss) on short term investment
|
|
|
|
|
|
|
|
|
48
|
|
|
48
|
|
|||||||||
Directors' deferred compensation
|
|
|
|
|
87
|
|
|
|
|
|
|
87
|
|
|||||||||
Net income
|
|
|
|
|
|
|
17,297
|
|
|
|
|
17,297
|
|
|||||||||
Balance at December 29, 2012
|
27,781,659
|
|
|
$
|
278
|
|
|
$
|
199,903
|
|
|
$
|
75,437
|
|
|
$
|
199
|
|
|
$
|
275,817
|
|
Issuance of common stock for exercise of stock options
|
840,951
|
|
|
8
|
|
|
13,621
|
|
|
|
|
|
|
13,629
|
|
|||||||
Conversion of deferred compensation
|
9,780
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|||||||
Vesting of restricted stock units
|
348,141
|
|
|
3
|
|
|
(3
|
)
|
|
|
|
|
|
—
|
|
|||||||
Tax benefit of excess stock based compensation deduction
|
|
|
|
|
1,413
|
|
|
|
|
|
|
1,413
|
|
|||||||||
Amortization of deferred compensation relating to stock options and restricted stock
|
|
|
|
|
13,409
|
|
|
|
|
|
|
13,409
|
|
|||||||||
Stock withheld to cover tax withholdings requirements upon vesting of restricted stock units
|
(45,278
|
)
|
|
|
|
(1,212
|
)
|
|
|
|
|
|
(1,212
|
)
|
||||||||
Unrealized gain/(loss) on short term investment
|
|
|
|
|
|
|
|
|
(52
|
)
|
|
(52
|
)
|
|||||||||
Directors' deferred compensation
|
|
|
|
|
44
|
|
|
|
|
|
|
44
|
|
|||||||||
Net income
|
|
|
|
|
|
|
27,641
|
|
|
|
|
27,641
|
|
|||||||||
Balance at December 28, 2013
|
28,935,253
|
|
|
$
|
289
|
|
|
$
|
227,175
|
|
|
$
|
103,078
|
|
|
$
|
147
|
|
|
$
|
330,689
|
|
Issuance of common stock for exercise of stock options
|
486,252
|
|
|
5
|
|
|
8,938
|
|
|
|
|
|
|
8,943
|
|
|||||||
Vesting of restricted stock units
|
318,367
|
|
|
3
|
|
|
(3
|
)
|
|
|
|
|
|
—
|
|
|||||||
Tax benefit of excess stock based compensation deduction
|
|
|
|
|
2,776
|
|
|
|
|
|
|
2,776
|
|
|||||||||
Amortization of deferred compensation relating to stock options and restricted stock
|
|
|
|
|
13,778
|
|
|
|
|
|
|
13,778
|
|
|||||||||
Stock withheld to cover tax withholdings requirements upon vesting of restricted stock units
|
(39,297
|
)
|
|
|
|
(1,626
|
)
|
|
|
|
|
|
(1,626
|
)
|
||||||||
Unrealized gain/(loss) on short term investment
|
|
|
|
|
|
|
|
|
(298
|
)
|
|
(298
|
)
|
|||||||||
Directors' deferred compensation
|
|
|
|
|
49
|
|
|
|
|
|
|
49
|
|
|||||||||
Stock repurchases
|
(55,973
|
)
|
|
|
|
(1,678
|
)
|
|
|
|
|
|
(1,678
|
)
|
||||||||
Net income
|
|
|
|
|
|
|
37,803
|
|
|
|
|
37,803
|
|
|||||||||
Balance at December 27, 2014
|
29,644,602
|
|
|
$
|
297
|
|
|
$
|
249,409
|
|
|
$
|
140,881
|
|
|
$
|
(151
|
)
|
|
$
|
390,436
|
|
|
Fiscal Year Ended
|
||||||||||
|
December 27,
2014 |
|
December 28,
2013 |
|
December 29,
2012 |
||||||
|
(In thousands)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
37,803
|
|
|
$
|
27,641
|
|
|
$
|
17,297
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
13,049
|
|
|
12,169
|
|
|
11,672
|
|
|||
Loss on disposal of property and equipment
|
246
|
|
|
189
|
|
|
1,332
|
|
|||
Goodwill and intangible assets impairment
|
—
|
|
|
1,988
|
|
|
—
|
|
|||
Stock-based compensation
|
13,778
|
|
|
13,409
|
|
|
10,983
|
|
|||
Deferred income taxes, net
|
3,101
|
|
|
(768
|
)
|
|
(3,763
|
)
|
|||
Tax benefit of excess stock based compensation deductions
|
(3,051
|
)
|
|
(2,406
|
)
|
|
(1,445
|
)
|
|||
Non-cash director deferred compensation
|
49
|
|
|
44
|
|
|
87
|
|
|||
Changes in operating assets and liabilities — (use) source
|
|
|
|
|
|
||||||
Accounts receivable
|
(31,708
|
)
|
|
(9,935
|
)
|
|
15,560
|
|
|||
Unbilled revenue
|
(1,758
|
)
|
|
340
|
|
|
1,166
|
|
|||
Inventory
|
(2,387
|
)
|
|
(9,365
|
)
|
|
(807
|
)
|
|||
Other assets
|
(2,856
|
)
|
|
1,980
|
|
|
(2,892
|
)
|
|||
Accounts payable
|
16,249
|
|
|
(1,743
|
)
|
|
(8,684
|
)
|
|||
Accrued expenses
|
3,695
|
|
|
1,255
|
|
|
(656
|
)
|
|||
Accrued compensation
|
(3,371
|
)
|
|
7,751
|
|
|
(6,106
|
)
|
|||
Deferred revenue
|
(1,236
|
)
|
|
(1,172
|
)
|
|
4,730
|
|
|||
Long term liabilities
|
(997
|
)
|
|
515
|
|
|
(613
|
)
|
|||
Net cash provided by operating activities
|
40,606
|
|
|
41,892
|
|
|
37,861
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Additions of property and equipment
|
(13,774
|
)
|
|
(6,829
|
)
|
|
(6,770
|
)
|
|||
Change in other assets
|
(250
|
)
|
|
(2,000
|
)
|
|
(6,000
|
)
|
|||
Purchase of Evolution Robotics, Inc., net of cash received
|
—
|
|
|
—
|
|
|
(74,530
|
)
|
|||
Purchase of investments
|
(31,219
|
)
|
|
(17,946
|
)
|
|
(5,086
|
)
|
|||
Sales of investments
|
16,500
|
|
|
8,044
|
|
|
10,000
|
|
|||
Proceeds from sale of assets
|
—
|
|
|
650
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(28,743
|
)
|
|
(18,081
|
)
|
|
(82,386
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Income tax withholding payment associated with restricted stock vesting
|
(1,626
|
)
|
|
(1,212
|
)
|
|
(784
|
)
|
|||
Proceeds from stock option exercises
|
8,943
|
|
|
13,629
|
|
|
4,326
|
|
|||
Stock repurchases
|
(1,678
|
)
|
|
—
|
|
|
—
|
|
|||
Tax benefit of excess stock based compensation deductions
|
3,051
|
|
|
2,406
|
|
|
1,445
|
|
|||
Net cash provided by financing activities
|
8,690
|
|
|
14,823
|
|
|
4,987
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
20,553
|
|
|
38,634
|
|
|
(39,538
|
)
|
|||
Cash and cash equivalents, at beginning of period
|
165,404
|
|
|
126,770
|
|
|
166,308
|
|
|||
Cash and cash equivalents, at end of period
|
$
|
185,957
|
|
|
$
|
165,404
|
|
|
$
|
126,770
|
|
Supplemental disclosure of cash flow information
|
|
|
|
|
|
||||||
Cash paid for income taxes
|
$
|
15,508
|
|
|
$
|
7,235
|
|
|
$
|
11,663
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Transfer of inventory to property and equipment
|
637
|
|
|
223
|
|
|
—
|
|
|||
Additions of property and equipment included in accounts payable
|
3,235
|
|
|
572
|
|
|
—
|
|
1.
|
Nature of the Business
|
2.
|
Summary of Significant Accounting Policies
|
|
December 27,
2014 |
|
December 28,
2013 |
||||||||||||
|
Cost
|
|
Fair
Market Value
|
|
Cost
|
|
Fair
Market Value
|
||||||||
|
(In thousands)
|
||||||||||||||
Corporate and government bonds
|
$
|
36,659
|
|
|
$
|
36,166
|
|
|
$
|
22,134
|
|
|
$
|
21,954
|
|
Total short term investments
|
$
|
36,659
|
|
|
$
|
36,166
|
|
|
$
|
22,134
|
|
|
$
|
21,954
|
|
|
Fiscal Year Ended
|
||||||||||
|
December 27,
2014 |
|
December 28,
2013 |
|
December 29,
2012 |
||||||
|
(In thousands)
|
||||||||||
Balance at beginning of period
|
$
|
67
|
|
|
$
|
111
|
|
|
$
|
87
|
|
Provision
|
—
|
|
|
—
|
|
|
37
|
|
|||
Deduction(*)
|
—
|
|
|
(44
|
)
|
|
(13
|
)
|
|||
Balance at end of period
|
$
|
67
|
|
|
$
|
67
|
|
|
$
|
111
|
|
(*)
|
Deductions related to allowance for doubtful accounts represent amounts written off against the allowance, less recoveries.
|
|
Fiscal Year Ended
|
||||||||||
|
December 27,
2014 |
|
December 28,
2013 |
|
December 29,
2012 |
||||||
|
(In thousands)
|
||||||||||
Balance at beginning of period
|
$
|
5,280
|
|
|
$
|
6,608
|
|
|
$
|
2,568
|
|
Provision
|
1,045
|
|
|
1,571
|
|
|
5,101
|
|
|||
Deduction(*)
|
(1,074
|
)
|
|
(2,899
|
)
|
|
(1,061
|
)
|
|||
Balance at end of period
|
$
|
5,251
|
|
|
$
|
5,280
|
|
|
$
|
6,608
|
|
(*)
|
Deductions related to inventory reserve accounts represent amounts written off against the reserve.
|
|
Estimated
Useful Life
|
|
Computer and research equipment
|
3 years
|
|
Furniture
|
5
|
|
Machinery
|
2-5
|
|
Tooling
|
2-5
|
|
Business applications software
|
5-7
|
|
Capital leases and leasehold improvements
|
Lesser of economic benefit period or term of lease
|
|
|
Fiscal Year Ended
|
||||||||||
|
December 27,
2014 |
|
December 28,
2013 |
|
December 29,
2012 |
||||||
Net income
|
$
|
37,803
|
|
|
$
|
27,641
|
|
|
$
|
17,297
|
|
Weighted-average shares outstanding
|
29,485
|
|
|
28,495
|
|
|
27,577
|
|
|||
Dilutive effect of employee stock options and restricted shares
|
725
|
|
|
859
|
|
|
724
|
|
|||
Diluted weighted average shares outstanding
|
30,210
|
|
|
29,354
|
|
|
28,301
|
|
|||
Basic income per share
|
$
|
1.28
|
|
|
$
|
0.97
|
|
|
$
|
0.63
|
|
Diluted income per share
|
$
|
1.25
|
|
|
$
|
0.94
|
|
|
$
|
0.61
|
|
|
Fair Value Measurements as of
|
||||||||||
|
December 27, 2014
|
||||||||||
Description
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
|
(In thousands)
|
||||||||||
Assets:
|
|
|
|
|
|
||||||
Money market funds
|
$
|
109,843
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Corporate and government bonds
|
—
|
|
|
36,166
|
|
|
—
|
|
|||
Total assets measured at fair value
|
$
|
109,843
|
|
|
$
|
36,166
|
|
|
$
|
—
|
|
|
Fair Value Measurements as of
|
||||||||||
|
December 28, 2013
|
||||||||||
Description
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
|
(In thousands)
|
||||||||||
Assets:
|
|
|
|
|
|
||||||
Money market funds
|
$
|
101,441
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Corporate and government bonds
|
—
|
|
|
21,954
|
|
|
—
|
|
|||
Total assets measured at fair value
|
$
|
101,441
|
|
|
$
|
21,954
|
|
|
$
|
—
|
|
3.
|
Inventory
|
|
December 27,
2014 |
|
December 28,
2013 |
||||
|
(In thousands)
|
||||||
Raw materials
|
$
|
9,455
|
|
|
$
|
8,520
|
|
Work in process
|
—
|
|
|
—
|
|
||
Finished goods
|
38,402
|
|
|
37,587
|
|
||
|
$
|
47,857
|
|
|
$
|
46,107
|
|
4.
|
Property and Equipment
|
|
December 27,
2014 |
|
December 28,
2013 |
||||
|
(In thousands)
|
||||||
Computer and equipment
|
$
|
15,173
|
|
|
$
|
13,715
|
|
Furniture
|
2,297
|
|
|
1,845
|
|
||
Machinery
|
5,307
|
|
|
3,705
|
|
||
Tooling
|
18,614
|
|
|
12,228
|
|
||
Leasehold improvements
|
20,833
|
|
|
15,983
|
|
||
Business applications software
|
8,214
|
|
|
8,162
|
|
||
|
70,438
|
|
|
55,638
|
|
||
Less: accumulated depreciation
|
39,141
|
|
|
31,977
|
|
||
|
$
|
31,297
|
|
|
$
|
23,661
|
|
5.
|
Other Assets
|
6.
|
Accrued Expenses
|
|
December 27,
2014 |
|
December 28,
2013 |
||||
|
(In thousands)
|
||||||
Accrued warranty
|
$
|
7,769
|
|
|
$
|
6,497
|
|
Accrued direct fulfillment costs
|
1,346
|
|
|
1,362
|
|
||
Accrued sales tax
|
867
|
|
|
831
|
|
||
Accrued customer deposits
|
702
|
|
|
103
|
|
||
Accrued rent
|
701
|
|
|
726
|
|
||
Accrued sales commissions
|
531
|
|
|
539
|
|
||
Accrued contractors
|
217
|
|
|
509
|
|
||
Accrued other
|
6,568
|
|
|
4,313
|
|
||
|
$
|
18,701
|
|
|
$
|
14,880
|
|
|
December 27,
2014 |
|
December 28,
2013 |
||||
|
(In thousands)
|
||||||
Accrued bonus
|
$
|
8,455
|
|
|
$
|
13,002
|
|
Accrued other compensation
|
7,780
|
|
|
6,604
|
|
||
|
$
|
16,235
|
|
|
$
|
19,606
|
|
7.
|
Revolving Line of Credit
|
8.
|
Common Stock
|
9.
|
Stock Option Plans and Stock-Based Compensation
|
|
Fiscal Year Ended
|
||||
|
December 27,
2014 |
|
December 28,
2013 |
|
December 29,
2012 |
Risk-free interest rate
|
1.65% — 1.69%
|
|
0.90% — 1.77%
|
|
0.63% — 0.90%
|
Expected dividend yield
|
—
|
|
—
|
|
—
|
Expected life
|
3.91 — 4.00 years
|
|
4.03 — 4.21 years
|
|
4.12 — 4.18 years
|
Expected volatility
|
52.8% — 56.0%
|
|
54.0% — 58.0%
|
|
63.0% — 64.0%
|
|
Number of
Shares
|
|
Weighted Average
Exercise Price
|
|
Weighted Average
Remaining
Contractual Term
|
|
Aggregate
Intrinsic
Value(1)
|
|||
Outstanding at December 31, 2011
|
2,561,292
|
|
|
$
|
17.17
|
|
|
|
|
|
Granted
|
547,948
|
|
|
19.70
|
|
|
|
|
|
|
Exercised
|
(390,956
|
)
|
|
11.07
|
|
|
|
|
|
|
Canceled
|
(214,617
|
)
|
|
21.91
|
|
|
|
|
|
|
Outstanding at December 29, 2012
|
2,503,667
|
|
|
$
|
18.27
|
|
|
|
|
|
Granted
|
293,325
|
|
|
24.60
|
|
|
|
|
|
|
Exercised
|
(840,951
|
)
|
|
16.21
|
|
|
|
|
|
|
Canceled
|
(185,666
|
)
|
|
22.16
|
|
|
|
|
|
|
Outstanding at December 28, 2013
|
1,770,375
|
|
|
$
|
19.89
|
|
|
|
|
|
Granted
|
233,181
|
|
|
37.10
|
|
|
|
|
|
|
Exercised
|
(486,252
|
)
|
|
18.39
|
|
|
|
|
|
|
Canceled
|
(43,984
|
)
|
|
27.17
|
|
|
|
|
|
|
Outstanding at December 27, 2014
|
1,473,320
|
|
|
$
|
22.89
|
|
|
3.87 years
|
|
$18.2 million
|
Vested and expected to vest at December 27, 2014
|
1,419,559
|
|
|
$
|
22.61
|
|
|
3.79 years
|
|
$17.8 million
|
Exercisable as of December 27, 2014
|
917,340
|
|
|
$
|
19.32
|
|
|
2.82 years
|
|
$14.2 million
|
Weighted average fair value of options granted during the fiscal year ended December 27, 2014
|
|
|
$
|
15.87
|
|
|
|
|
|
|
Options available for future grant at December 27, 2014
|
4,762,446
|
|
|
|
|
|
|
|
(1)
|
The aggregate intrinsic value on the table was calculated based upon the positive difference between the closing market value of the Company’s stock on
December 27, 2014
of
$34.81
and the exercise price of the underlying option.
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Range of Exercise Prices
|
|
Number
Outstanding
|
|
Weighted Average
Remaining
Contractual Life
|
|
Weighted Average
Exercise Price
|
Number
Exercisable
|
|
Weighted Average
Exercise Price
|
|||||||
$ 3.54 - $ 7.76
|
|
156,380
|
|
|
3.68 years
|
|
$
|
6.08
|
|
|
134,520
|
|
|
$
|
6.29
|
|
8.10 - 14.13
|
|
100,551
|
|
|
1.10
|
|
13.36
|
|
|
100,551
|
|
|
13.36
|
|
||
14.52 - 14.52
|
|
164,442
|
|
|
2.26
|
|
14.52
|
|
|
164,442
|
|
|
14.52
|
|
||
14.54 - 22.20
|
|
182,584
|
|
|
3.63
|
|
19.17
|
|
|
113,901
|
|
|
19.54
|
|
||
22.86 - 22.86
|
|
194,508
|
|
|
5.09
|
|
22.86
|
|
|
79,614
|
|
|
22.86
|
|
||
24.00 - 25.99
|
|
199,546
|
|
|
2.66
|
|
24.75
|
|
|
153,876
|
|
|
24.46
|
|
||
26.59 - 33.48
|
|
264,971
|
|
|
4.30
|
|
31.19
|
|
|
156,756
|
|
|
31.05
|
|
||
33.72 - 35.96
|
|
121,445
|
|
|
6.10
|
|
35.01
|
|
|
13,680
|
|
|
34.34
|
|
||
37.08 - 37.08
|
|
34,500
|
|
|
6.84
|
|
37.08
|
|
|
—
|
|
|
—
|
|
||
43.35 - 43.35
|
|
54,393
|
|
|
6.19
|
|
43.35
|
|
|
—
|
|
|
—
|
|
||
$ 3.54 - $43.35
|
|
1,473,320
|
|
|
3.87 years
|
|
$
|
22.89
|
|
|
917,340
|
|
|
$
|
19.32
|
|
|
Number of
Shares Underlying
Restricted Stock
|
|
Weighted Average
Grant Date Fair
Value
|
|||
Outstanding at December 31, 2011
|
607,505
|
|
|
$
|
22.77
|
|
Granted
|
685,529
|
|
|
24.62
|
|
|
Vested
|
(204,053
|
)
|
|
21.24
|
|
|
Forfeited
|
(147,951
|
)
|
|
25.07
|
|
|
Outstanding at December 29, 2012
|
941,030
|
|
|
$
|
24.09
|
|
Granted
|
521,056
|
|
|
25.87
|
|
|
Vested
|
(348,141
|
)
|
|
22.57
|
|
|
Forfeited
|
(186,291
|
)
|
|
24.91
|
|
|
Outstanding at December 28, 2013
|
927,654
|
|
|
$
|
25.50
|
|
Granted
|
372,159
|
|
|
38.25
|
|
|
Vested
|
(318,367
|
)
|
|
25.38
|
|
|
Forfeited
|
(71,591
|
)
|
|
28.42
|
|
|
Outstanding at December 27, 2014
|
909,855
|
|
|
$
|
30.53
|
|
10.
|
Income Taxes
|
|
Fiscal Year Ended
|
||||||||||
|
December 27,
2014 |
|
December 28,
2013 |
|
December 29,
2012 |
||||||
|
(In thousands)
|
||||||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
15,128
|
|
|
$
|
6,363
|
|
|
$
|
12,540
|
|
State
|
129
|
|
|
1,124
|
|
|
473
|
|
|||
Foreign
|
91
|
|
|
41
|
|
|
(8
|
)
|
|||
Total current tax provision
|
15,348
|
|
|
7,528
|
|
|
13,005
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
1,268
|
|
|
(2,026
|
)
|
|
(4,003
|
)
|
|||
State
|
(2,010
|
)
|
|
(728
|
)
|
|
(692
|
)
|
|||
Total deferred tax provision
|
(742
|
)
|
|
(2,754
|
)
|
|
(4,695
|
)
|
|||
Total income tax provision
|
$
|
14,606
|
|
|
$
|
4,774
|
|
|
$
|
8,310
|
|
|
December 27,
2014 |
|
December 28,
2013 |
||||
|
(In thousands)
|
||||||
Net deferred tax assets
|
|
|
|
||||
Current deferred tax assets
|
|
|
|
||||
Reserves and accruals
|
$
|
18,568
|
|
|
$
|
18,554
|
|
Stock-based compensation
|
767
|
|
|
556
|
|
||
Net operating loss carryforwards
|
2,470
|
|
|
2,470
|
|
||
Foreign tax credits
|
148
|
|
|
105
|
|
||
Valuation allowance
|
—
|
|
|
(1,100
|
)
|
||
Total current deferred tax assets
|
21,953
|
|
|
20,585
|
|
||
Non-current deferred tax assets
|
|
|
|
||||
Reserves and accruals
|
586
|
|
|
715
|
|
||
Tax credits
|
5,927
|
|
|
5,737
|
|
||
Property and equipment
|
178
|
|
|
1,308
|
|
||
Stock-based compensation
|
5,011
|
|
|
4,957
|
|
||
Net operating loss carryforwards
|
3,879
|
|
|
6,587
|
|
||
Valuation allowance
|
—
|
|
|
(990
|
)
|
||
Total non-current deferred tax assets
|
15,581
|
|
|
18,314
|
|
||
Current deferred tax liabilities
|
|
|
|
||||
Prepaids
|
448
|
|
|
441
|
|
||
Total current deferred tax liabilities
|
448
|
|
|
441
|
|
||
Non-current deferred tax liabilities
|
|
|
|
||||
Intangible assets
|
7,172
|
|
|
8,219
|
|
||
Total non-current deferred tax liabilities
|
7,172
|
|
|
8,219
|
|
||
Total net deferred tax assets
|
$
|
29,914
|
|
|
$
|
30,239
|
|
Fiscal Year Ended
|
Balance at
beginning of
period
|
|
Additions
Charged to
Costs and
Expenses
|
|
Additions Charged to Goodwill
|
|
Deductions
|
|
Balance
at End
of Period
|
|||||||
|
(In thousands)
|
|||||||||||||||
December 29, 2012
|
$
|
—
|
|
|
—
|
|
|
2,691
|
|
|
—
|
|
|
$
|
2,691
|
|
December 28, 2013
|
$
|
2,691
|
|
|
—
|
|
|
—
|
|
|
601
|
|
|
$
|
2,090
|
|
December 27, 2014
|
$
|
2,090
|
|
|
—
|
|
|
—
|
|
|
2,090
|
|
|
$
|
—
|
|
|
Fiscal Year Ended
|
||||||||||
|
December 27,
2014 |
|
December 28,
2013 |
|
December 29,
2012 |
||||||
|
(In thousands)
|
||||||||||
Expected federal income tax
|
$
|
18,344
|
|
|
$
|
11,345
|
|
|
$
|
8,962
|
|
Miscellaneous permanent items
|
691
|
|
|
405
|
|
|
338
|
|
|||
State taxes (net of federal benefit)
|
1,058
|
|
|
867
|
|
|
497
|
|
|||
Federal and state credits
|
(1,487
|
)
|
|
(3,909
|
)
|
|
(418
|
)
|
|||
Change in valuation allowance
|
(2,090
|
)
|
|
—
|
|
|
—
|
|
|||
Domestic production activities deduction
|
(1,562
|
)
|
|
(1,168
|
)
|
|
(1,100
|
)
|
|||
Settlement of uncertain tax positions
|
(176
|
)
|
|
(2,696
|
)
|
|
—
|
|
|||
Other
|
(172
|
)
|
|
(70
|
)
|
|
31
|
|
|||
|
$
|
14,606
|
|
|
$
|
4,774
|
|
|
$
|
8,310
|
|
|
Fiscal Year Ended
|
||
|
December 27, 2014
|
||
Balance at beginning of period
|
$
|
2,618
|
|
Increase for tax positions related to the current year
|
252
|
|
|
Decrease for tax positions related to prior years
|
(108
|
)
|
|
Decreases for settlements with applicable taxing authorities
|
(271
|
)
|
|
Decreases for lapses of statute of limitations
|
—
|
|
|
Balance at end of period
|
$
|
2,491
|
|
11.
|
Commitments and Contingencies
|
|
Operating
Leases
|
||
2015
|
$
|
3,460
|
|
2016
|
2,670
|
|
|
2017
|
2,383
|
|
|
2018
|
2,383
|
|
|
2019
|
2,383
|
|
|
Thereafter
|
794
|
|
|
Total minimum lease payments
|
$
|
14,073
|
|
|
Fiscal Year Ended
|
||||||||||
|
December 27,
2014 |
|
December 28,
2013 |
|
December 29,
2012 |
||||||
|
(In thousands)
|
||||||||||
Balance at beginning of period
|
$
|
6,497
|
|
|
$
|
6,057
|
|
|
$
|
10,306
|
|
Provision (*)
|
6,410
|
|
|
1,744
|
|
|
(1,682
|
)
|
|||
Warranty usage(**)
|
(5,138
|
)
|
|
(1,304
|
)
|
|
(2,567
|
)
|
|||
Balance at end of period
|
$
|
7,769
|
|
|
$
|
6,497
|
|
|
$
|
6,057
|
|
(*)
|
During 2012, the Company recorded favorable adjustments relating to reductions in its international warranty accrual for our home robots business related to our sustained improvements in product quality, resulting in a net credit for its 2012 warranty provision.
|
(**)
|
Warranty usage includes costs incurred for warranty obligations.
|
12.
|
Employee Benefits
|
13.
|
Acquisition of Evolution Robotics, Inc.
|
|
Fiscal Year Ended
|
||
|
December 29, 2012
|
||
|
(In thousands)
|
||
Revenue
|
$
|
445,469
|
|
Net Income
|
8,723
|
|
14.
|
Goodwill and other intangible assets
|
|
December 27, 2014
|
|
December 28, 2013
|
||||||||||||||||||||||||||||
|
Cost
|
|
Accumulated
Amortization
|
|
Impairment Loss
|
|
Net
|
|
Cost
|
|
Accumulated
Amortization
|
|
Impairment Loss
|
|
Net
|
||||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||||||
Completed technology
|
$
|
30,600
|
|
|
$
|
9,691
|
|
|
$
|
1,788
|
|
|
$
|
19,121
|
|
|
$
|
30,600
|
|
|
$
|
6,202
|
|
|
$
|
1,788
|
|
|
$
|
22,610
|
|
Research contracts
|
100
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|
100
|
|
|
100
|
|
|
—
|
|
|
—
|
|
||||||||
Tradename
|
800
|
|
|
775
|
|
|
—
|
|
|
25
|
|
|
800
|
|
|
742
|
|
|
—
|
|
|
58
|
|
||||||||
Total
|
$
|
31,500
|
|
|
$
|
10,566
|
|
|
$
|
1,788
|
|
|
$
|
19,146
|
|
|
$
|
31,500
|
|
|
$
|
7,044
|
|
|
$
|
1,788
|
|
|
$
|
22,668
|
|
|
(In thousands)
|
||
2015
|
$
|
3,482
|
|
2016
|
3,457
|
|
|
2017
|
3,457
|
|
|
2018
|
3,457
|
|
|
2019
|
2,818
|
|
|
Total
|
$
|
16,671
|
|
15.
|
Restructuring charges
|
|
|
|
|
|
|
||||||
|
Fiscal Year Ended
|
||||||||||
|
December 27, 2014
|
|
December 28, 2013
|
|
December 29, 2012
|
||||||
|
(In thousands)
|
||||||||||
Balance at beginning of period
|
$
|
675
|
|
|
$
|
197
|
|
|
$
|
—
|
|
Charges
|
—
|
|
|
3,296
|
|
|
3,679
|
|
|||
Utilization
|
(675
|
)
|
|
(2,818
|
)
|
|
(3,482
|
)
|
|||
Balance at end of period
|
$
|
—
|
|
|
$
|
675
|
|
|
$
|
197
|
|
16.
|
Industry Segment, Geographic Information and Significant Customers
|
|
Fiscal Year Ended
|
||||||||||
|
December 27,
2014 |
|
December 28,
2013 |
|
December 29,
2012 |
||||||
|
(In thousands)
|
||||||||||
Revenue:
|
|
|
|
|
|
||||||
Home Robots
|
$
|
507,414
|
|
|
$
|
427,853
|
|
|
$
|
356,805
|
|
Defense & Security Robots
|
45,502
|
|
|
50,003
|
|
|
70,948
|
|
|||
Other
|
3,930
|
|
|
9,545
|
|
|
8,491
|
|
|||
Total revenue
|
556,846
|
|
|
487,401
|
|
|
436,244
|
|
|||
Cost of revenue:
|
|
|
|
|
|
||||||
Home Robots
|
251,095
|
|
|
217,011
|
|
|
174,756
|
|
|||
Defense & Security Robots
|
24,409
|
|
|
24,975
|
|
|
40,468
|
|
|||
Other
|
23,287
|
|
|
24,261
|
|
|
26,672
|
|
|||
Total cost of revenue
|
298,791
|
|
|
266,247
|
|
|
241,896
|
|
|||
Gross margin:
|
|
|
|
|
|
||||||
Home Robots
|
256,319
|
|
|
210,842
|
|
|
182,049
|
|
|||
Defense & Security Robots
|
21,093
|
|
|
25,028
|
|
|
30,480
|
|
|||
Other
|
(19,357
|
)
|
|
(14,716
|
)
|
|
(18,181
|
)
|
|||
Total gross margin
|
258,055
|
|
|
221,154
|
|
|
194,348
|
|
|||
Research and development
|
69,408
|
|
|
63,649
|
|
|
57,066
|
|
|||
Selling and marketing
|
86,091
|
|
|
71,529
|
|
|
66,412
|
|
|||
General and administrative
|
49,439
|
|
|
53,358
|
|
|
45,698
|
|
|||
Other income (expense), net
|
(708
|
)
|
|
(203
|
)
|
|
435
|
|
|||
Income before income taxes
|
$
|
52,409
|
|
|
$
|
32,415
|
|
|
$
|
25,607
|
|
17.
|
Quarterly Information (Unaudited)
|
|
Fiscal Quarter Ended
|
||||||||||||||||||||||||||||||
|
March 30,
2013 |
|
June 29,
2013 |
|
September 28,
2013 |
|
December 28,
2013 |
|
March 28,
2014 |
|
June 28,
2014 |
|
September 27,
2014 |
|
December 27,
2014 |
||||||||||||||||
|
(In thousands, except per share amounts)
|
||||||||||||||||||||||||||||||
Revenue
|
$
|
106,195
|
|
|
$
|
130,362
|
|
|
$
|
124,501
|
|
|
$
|
126,343
|
|
|
$
|
114,204
|
|
|
$
|
139,803
|
|
|
$
|
143,497
|
|
|
$
|
159,342
|
|
Gross margin
|
46,558
|
|
|
61,605
|
|
|
54,061
|
|
|
58,930
|
|
|
51,710
|
|
|
62,121
|
|
|
67,889
|
|
|
76,335
|
|
||||||||
Net income (loss)
|
8,355
|
|
|
8,294
|
|
|
7,804
|
|
|
3,188
|
|
|
5,280
|
|
|
8,530
|
|
|
14,607
|
|
|
9,386
|
|
||||||||
Diluted earnings (loss) per share
|
$
|
0.29
|
|
|
$
|
0.28
|
|
|
$
|
0.26
|
|
|
$
|
0.11
|
|
|
$
|
0.18
|
|
|
$
|
0.28
|
|
|
$
|
0.48
|
|
|
$
|
0.31
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
•
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
•
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
|
•
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
1.
|
Financial Statements
|
2.
|
Financial Statement Schedules
|
3.
|
Exhibits — See item 15(b) of this report below
|
(b)
|
Exhibits
|
Exhibit
Number
|
|
Description
|
3.1(1)
|
|
Form of Second Amended and Restated Certificate of Incorporation of the Registrant dated November 15, 2005
|
3.2
|
|
Amended and Restated By-laws of the Registrant (filed as Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 28, 2014 and incorporated by reference herein)
|
4.1(1)
|
|
Specimen Stock Certificate for shares of the Registrant’s Common Stock
|
10.1†(1)
|
|
Form of Indemnification Agreement between the Registrant and its Directors and Executive Officers
|
10.2†
|
|
Amended and Restated 2004 Stock Option and Incentive Plan and forms of agreements thereunder (filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and incorporated by reference herein)
|
10.3†
|
|
Form of Executive Agreement between the Registrant and certain executive officers of the Registrant, as amended (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended October 2, 2010 and incorporated by reference herein)
|
10.4†(1)
|
|
Employment Agreement between the Registrant and Colin Angle, dated as of January 1, 1997
|
10.5†
|
|
2005 Stock Option and Incentive Plan, as amended, and forms of agreements thereunder (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 2, 2009 and incorporated by reference herein)
|
10.6#(1)
|
|
Manufacturing and Services Agreement between the Registrant and Gem City Engineering Corporation, dated as of July 27, 2004
|
10.7†
|
|
Non-Employee Directors’ Deferred Compensation Program, as amended (filed as Exhibit 10.19 to the Registrant’s Annual Report on Form 10-K for the year ended December 29, 2007 and incorporated by reference herein)
|
10.8
|
|
Lease Agreement between the Registrant and Boston Properties Limited Partnership for premises located at 4-18 Crosby Drive, Bedford, Massachusetts, dated as of February 22, 2007 (as amended to date) (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2014 and incorporated by reference herein)
|
Exhibit
Number
|
|
Description
|
10.9†
|
|
Senior Executive Incentive Compensation Plan (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 2, 2011 and incorporated by reference herein)
|
10.10†
|
|
Form of Deferred Stock Award Agreement under the 2005 Stock Option and Incentive Plan (filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2008 and incorporated by reference herein)
|
10.11†
|
|
Form of Restricted Stock Award Agreement under the 2005 Stock Option and Incentive Plan (filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2008 and incorporated by reference herein)
|
10.12#
|
|
Manufacturing Services Agreement between the Registrant and Jabil Circuit, Inc., dated as of March 18, 2010 (filed as Exhibit 10.1 to Amendment No. 1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 3, 2010 and incorporated by reference herein)
|
10.13
|
|
Amended and Restated Credit Agreement between the Registrant and Bank of America N.A. dated December 20, 2013 (filed as Exhibit 10.15 to the Registrant's Annual Report on Form 10-K for the year ended December 28, 2013 and incorporated by reference herein)
|
10.14
|
|
Amended and Restated Reimbursement Agreement between the Registrant and Bank of America N.A. dated December 20, 2013 (filed as Exhibit 10.16 to the Registrant's Annual Report on Form 10-K for the year ended December 28, 2013 and incorporated by reference herein)
|
10.15#
|
|
Manufacturing Services Agreement between the Registrant and Kin Yat Industrial Company Limited, dated as of January 22, 2014 (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2014 and incorporated by reference herein)
|
10.16†*
|
|
Evolution Robotics, Inc. 2007 Stock Plan and forms of agreements thereunder
|
21.1*
|
|
Subsidiaries of the Registrant
|
23.1*
|
|
Consent of PricewaterhouseCoopers LLP
|
24.1
|
|
Power of Attorney (incorporated by reference to the signature page of this report on Form 10-K)
|
31.1*
|
|
Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934
|
31.2*
|
|
Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934
|
32.1*
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101*
|
|
The following materials from the Registrant’s Annual Report on Form 10-K for the year ended December 27, 2014 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Stockholders' Equity, (v) the Consolidated Statements of Cash Flows, and (vi) related notes to these financial statements
|
†
|
Indicates a management contract or any compensatory plan, contract or arrangement.
|
#
|
Confidential treatment requested for portions of this document.
|
(1)
|
Incorporated by reference herein to the exhibits to the Company’s Registration Statement on Form S-1 (File No. 333-126907)
|
*
|
Filed herewith
|
|
iROBOT CORPORATION
|
||
|
|
|
|
|
By:
|
|
/s/ Colin M. Angle
|
|
|
|
Colin M. Angle
Chairman of the Board,
Chief Executive Officer and Director
|
Signature
|
Title(s)
|
/s/ C
OLIN
M. A
NGLE
|
Chairman of the Board, Chief Executive Officer and Director
(Principal Executive Officer)
|
Colin M. Angle
|
|
|
|
/s/ A
LISON
D
EAN
|
Executive Vice President, Chief Financial Officer and
Treasurer (Principal Financial and Accounting Officer)
|
Alison Dean
|
|
|
|
/s/ R
ONALD
C
HWANG
|
Director
|
Ronald Chwang
|
|
|
|
/s/ M
ICHELLE
V. S
TACY
|
Director
|
Michelle V. Stacy
|
|
|
|
/s/ G
AIL
D
EEGAN
|
Director
|
Gail Deegan
|
|
|
|
/s/ A
NDREA
G
EISSER
|
Director
|
Andrea Geisser
|
|
|
|
/s/ G
EORGE
C. M
C
N
AMEE
|
Director
|
George C. McNamee
|
|
|
|
/s/ D
EBORAH
G. E
LLINGER
|
Director
|
Deborah G. Ellinger
|
|
|
|
/s/ P
AUL
J. K
ERN
|
Director
|
Paul J. Kern
|
|
|
|
/s/ P
AUL
S
AGAN
|
Director
|
Paul Sagan
|
|
Exhibit
Number
|
|
Description
|
3.1(1)
|
|
Form of Second Amended and Restated Certificate of Incorporation of the Registrant dated November 15, 2005
|
3.2
|
|
Amended and Restated By-laws of the Registrant (filed as Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 28, 2014 and incorporated by reference herein)
|
4.1(1)
|
|
Specimen Stock Certificate for shares of the Registrant’s Common Stock
|
10.1†(1)
|
|
Form of Indemnification Agreement between the Registrant and its Directors and Executive Officers
|
10.2†
|
|
Amended and Restated 2004 Stock Option and Incentive Plan and forms of agreements thereunder (filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and incorporated by reference herein)
|
10.3†
|
|
Form of Executive Agreement between the Registrant and certain executive officers of the Registrant, as amended (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended October 2, 2010 and incorporated by reference herein)
|
10.4†(1)
|
|
Employment Agreement between the Registrant and Colin Angle, dated as of January 1, 1997
|
10.5†
|
|
2005 Stock Option and Incentive Plan, as amended, and forms of agreements thereunder (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 2, 2009 and incorporated by reference herein)
|
10.6#(1)
|
|
Manufacturing and Services Agreement between the Registrant and Gem City Engineering Corporation, dated as of July 27, 2004
|
10.7†
|
|
Non-Employee Directors’ Deferred Compensation Program, as amended (filed as Exhibit 10.19 to the Registrant’s Annual Report on Form 10-K for the year ended December 29, 2007 and incorporated by reference herein)
|
10.8
|
|
Lease Agreement between the Registrant and Boston Properties Limited Partnership for premises located at 4-18 Crosby Drive, Bedford, Massachusetts, dated as of February 22, 2007 (as amended to date) (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2014 and incorporated by reference herein)
|
10.9†
|
|
Senior Executive Incentive Compensation Plan (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 2, 2011 and incorporated by reference herein)
|
10.10†
|
|
Form of Deferred Stock Award Agreement under the 2005 Stock Option and Incentive Plan (filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2008 and incorporated by reference herein)
|
10.11†
|
|
Form of Restricted Stock Award Agreement under the 2005 Stock Option and Incentive Plan (filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2008 and incorporated by reference herein)
|
10.12#
|
|
Manufacturing Services Agreement between the Registrant and Jabil Circuit, Inc., dated as of March 18, 2010 (filed as Exhibit 10.1 to Amendment No. 1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 3, 2010 and incorporated by reference herein)
|
10.13
|
|
Amended and Restated Credit Agreement between the Registrant and Bank of America N.A. dated December 20, 2013 (filed as Exhibit 10.15 to the Registrant's Annual Report on Form 10-K for the year ended December 28, 2013 and incorporated by reference herein)
|
10.14
|
|
Amended and Restated Reimbursement Agreement between the Registrant and Bank of America N.A. dated December 20, 2013 (filed as Exhibit 10.16 to the Registrant's Annual Report on Form 10-K for the year ended December 28, 2013 and incorporated by reference herein)
|
10.15#
|
|
Manufacturing Services Agreement between the Registrant and Kin Yat Industrial Company Limited, dated as of January 22, 2014 (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2014 and incorporated by reference herein)
|
10.16†*
|
|
Evolution Robotics, Inc. 2007 Stock Plan and forms of agreements thereunder
|
21.1*
|
|
Subsidiaries of the Registrant
|
23.1*
|
|
Consent of PricewaterhouseCoopers LLP
|
24.1
|
|
Power of Attorney (incorporated by reference to the signature page of this report on Form 10-K)
|
31.1*
|
|
Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934
|
31.2*
|
|
Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934
|
32.1*
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101*
|
|
The following materials from the Registrant’s Annual Report on Form 10-K for the year ended December 27, 2014 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Stockholders' Equity, (v) the Consolidated Statements of Cash Flows, and (vi) related notes to these financial statements
|
†
|
Indicates a management contract or any compensatory plan, contract or arrangement.
|
#
|
Confidential treatment requested for portions of this document.
|
(1)
|
Incorporated by reference herein to the exhibits to the Company’s Registration Statement on Form S-1 (File No. 333-126907)
|
*
|
Filed herewith
|
|
|
|
Subsidiary Legal Name
|
|
Jurisdiction of Incorporation/Formation
|
|
|
|
iRobot Securities Corporation
|
|
Massachusetts
|
iRobot US Holdings Inc.
|
|
Delaware
|
iRobot Holdings LLC.
|
|
Delaware
|
iRobot (India) Private Limited
|
|
India
|
Guangzhou iRobot Technology Consulting Company Limited
|
|
China
|
iRobot (HK) Limited
|
|
Hong Kong
|
1.
|
I have reviewed this Annual Report on Form 10-K 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 registrant's 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 registrant's 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 registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's 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 registrant's 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 registrant's internal control over financial reporting.
|
|
/s/ C
OLIN
M. A
NGLE
|
|
Colin M. Angle
|
|
Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K 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 registrant's 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 registrant's 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 registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's 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 registrant's 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 registrant's internal control over financial reporting.
|
|
/s/ ALISON DEAN
|
|
Alison Dean
|
|
Chief Financial Officer
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated
|
February 13, 2015
|
/s/ C
OLIN
M. A
NGLE
|
|
|
Colin M. Angle
Chief Executive Officer
|
|
|
|
Dated
|
February 13, 2015
|
/s/ ALISON DEAN
|
|
|
Alison Dean
Chief Financial Officer
|