|
☑
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
77-0259335
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, $0.01 par value
|
IRBT
|
The Nasdaq Stock Market LLC
|
Large accelerated filer
|
ý
|
Accelerated filer
|
¨
|
|
|
|
|
Non-accelerated filer
|
¨
|
Smaller reporting company
|
☐
|
|
|
|
|
|
|
Emerging growth company
|
☐
|
|
|
|
Page
|
|
Part I
|
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
|
Part II
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
|
|
|
Part III
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
|
|
|
Part IV
|
|
Item 15.
|
||
Item 16.
|
•
|
Continue expanding Roomba’s global household penetration:
|
◦
|
Deliver on our product and digital roadmaps that can further differentiate Roomba and elevate the user experience, in part by leveraging our substantial and ongoing investment in software;
|
◦
|
Fuel near-term growth and defend RVC market share in the United States and abroad through a combination of pricing, promotion and marketing initiatives; and
|
◦
|
Evolve our go-to-market capabilities and increase direct sales to customers through our HOME App and on irobot.com by leveraging our large, growing and engaged base of customers worldwide.
|
•
|
Pursue product diversification and build position within the smart home ecosystem:
|
◦
|
Drive adoption of Braava through both traditional promotional and marketing initiatives as well as through new marketing programs that capitalize on the large and growing installed base of Roomba customers;
|
◦
|
Enhance Terra’s capabilities along with developing and advancing the go-to-market and sales plans that will enable us to commercialize this robot;
|
◦
|
Establish the necessary partnerships and technology alliances that will enable our products to help consumers enjoy greater benefits from the smart home; and
|
◦
|
Support the growth of iRobot’s educational robot product offerings as an extension of our STEM efforts and ongoing commitment to making robotic technology more accessible to educators, students and parents.
|
•
|
Improve long-term operational profitability:
|
◦
|
Continuously cost-optimize the sourcing and integration of key product components and sub-assemblies, and increasingly automate the manufacturing process as part of our efforts to lower production costs;
|
◦
|
Mitigate exposure to tariffs on products imported from China through a dual-track strategy of pursuing an exemption to those tariffs and ramping production volumes in Malaysia; and
|
◦
|
Control spending while continuing to make investments in areas that we believe are critical to long-term success.
|
•
|
600 Series: The Roomba 600 series robots offer a three-stage cleaning system that thoroughly vacuums every section of the floor multiple times, as well as a brush design that enables the robot to handle fibers like hair, pet fur, lint and carpet fuzz. We offer versions of the 600 Series with and without WiFi connectivity.
|
•
|
e5 Series: Introduced in September 2018, the e5 is an affordable, highly featured product with WiFi connectivity. The e5 Series offers iRobot’s Dirt Detect technology, dual multi-surface brushes, and a high efficiency filter to handle pet allergens. The e5 Series’ navigation technology helps ensure that the robot thoroughly vacuums every section of the floor multiple times.
|
•
|
900 Series: The Roomba 900 series robots help keep floors cleaner throughout the entire home with intelligent visual navigation, recharge and resume capability, and clean map reporting via the iRobot HOME App to show where the Roomba cleaned and provide other performance data such as cleaning duration and coverage area.
|
•
|
i7 Series: Introduced in September 2018, the i7 Series brought a new level of intelligence and automation to robotic vacuum cleaners with the ability to learn, map and adapt to a home’s floor plan and 10 times more suction power than the 600 Series. The Roomba i7+ includes all the features of i7 plus the ability for the robot to empty its own bin into the Clean Base with Automatic Dirt Disposal. This brings a level of automation that allows users to forget about vacuuming for weeks at a time.
|
•
|
s9 Series: Introduced in May 2019, the s9 Series represents the most powerful, deepest cleaning Roomba to date with 40 times more suction power than the 600 Series, advanced sensors to automatically increase suction on rugs or carpets, new brushes that further improve the robot’s ability to clean corners and along walls, and sophisticated navigation and mapping capabilities for efficient, customized room cleaning. The Roomba s9+ includes all of the features of the s9 plus the Clean Base with Automatic Dirt Disposal, which uses an anti-allergen system that traps pollen and mold allergens and prevents them from escaping the robot or the Clean Base Charging Station.
|
•
|
200 Series: The Braava jet 200 series robot mop navigates under and around objects and furniture, reaches into corners and uses Precision Jet Spray and a vibrating clean head to remove dirt and stains.
|
•
|
300 Series: With the ability to operate in separate mop or sweep modes, the Braava jet 300 series robot mop offers greater coverage than the 200 Series and is compatible with a wide range of iRobot and third-party cleaning cloths.
|
•
|
m Series: Introduced in May 2019, the Braava jet m Series is the most advanced Braava robot mop yet, with Roomba-like features and functionality, including a dedicated charging station and the same navigation and mapping technology found in the most advanced Roombas with extensive coverage and strong dirt and stain
|
•
|
lack of direct control over production capacity and delivery schedules;
|
•
|
lack of direct control over quality assurance, manufacturing yields and production costs;
|
•
|
lack of enforceable contractual provisions over the production and costs of consumer products;
|
•
|
risk of loss of inventory while in transit;
|
•
|
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
|
•
|
risks that our attempts to add additional manufacturing resources may be significantly delayed and thereby create disruptions in production of our products.
|
•
|
costs incurred to combine the operations of businesses we acquire, such as transitional employee expenses and employee retention, redeployment or relocation expenses;
|
•
|
impairment of goodwill or intangible assets;
|
•
|
amortization of intangible assets acquired;
|
•
|
a reduction in the useful lives of intangible assets acquired;
|
•
|
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;
|
•
|
charges to our operating results to eliminate certain duplicative pre-merger activities, to restructure our operations or to reduce our cost structure; and
|
•
|
charges to our operating results resulting from expenses incurred to effect the acquisition.
|
•
|
difficulties in staffing, managing and supporting operations in multiple countries;
|
•
|
difficulties in enforcing agreements and collecting receivables through foreign legal systems and other relevant legal issues;
|
•
|
fewer legal protections for intellectual property;
|
•
|
foreign and U.S. taxation issues, tariffs, and international trade barriers;
|
•
|
difficulties in obtaining any necessary governmental authorizations for the export of our products to certain foreign jurisdictions;
|
•
|
potential fluctuations in foreign economies;
|
•
|
government currency control and restrictions on repatriation of earnings;
|
•
|
fluctuations in the value of foreign currencies and interest rates;
|
•
|
general economic and political conditions in the markets in which we operate;
|
•
|
domestic and international economic or political changes, hostilities and other disruptions in regions where we currently operate or may operate in the future;
|
•
|
changes in foreign currency exchange rates;
|
•
|
different and changing legal and regulatory requirements in the jurisdictions in which we currently operate or may operate in the future; and
|
•
|
our relationships with international distributors, some of whom may be operating without written contracts.
|
•
|
actual or anticipated variations in our quarterly operating results, including fluctuations resulting from changes in foreign exchange rates or acquisitions by us, or the quarterly financial results of companies perceived to be similar to us;
|
•
|
deterioration and decline in general economic, industry and/or market conditions;
|
•
|
announcements of technological innovations or new products or services by us or our competitors;
|
•
|
changes in estimates of our financial results or recommendations by market analysts;
|
•
|
announcements by us or our competitors of significant projects, contracts, acquisitions, strategic alliances or joint ventures; and
|
•
|
changes in our capital structure, such as future issuances of securities or the incurrence of additional debt.
|
•
|
limitations on the removal of directors;
|
•
|
a classified board of directors so that not all members of our board are elected at one time;
|
•
|
advance notice requirements for stockholder proposals and nominations;
|
•
|
the inability of stockholders to act by written consent or to call special meetings;
|
•
|
the ability of our board of directors to make, alter or repeal our by-laws; and
|
•
|
the ability of our board of directors to designate the terms of and issue new series of preferred stock without stockholder approval.
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
Year Ended
|
||||||||||||||||||
|
December 28,
2019 |
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
|
January 2,
2016 |
||||||||||
|
(In thousands, except earnings per share amounts)
|
||||||||||||||||||
Consolidated Statements of Income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
$
|
1,214,010
|
|
|
$
|
1,092,584
|
|
|
$
|
883,911
|
|
|
$
|
660,604
|
|
|
$
|
616,778
|
|
Gross profit
|
543,927
|
|
|
555,428
|
|
|
433,159
|
|
|
319,315
|
|
|
288,926
|
|
|||||
Operating income
|
86,618
|
|
|
105,822
|
|
|
72,690
|
|
|
57,557
|
|
|
60,618
|
|
|||||
Income tax expense
|
13,533
|
|
|
20,630
|
|
|
25,402
|
|
|
19,422
|
|
|
18,841
|
|
|||||
Net income
|
85,300
|
|
|
87,992
|
|
|
50,964
|
|
|
41,939
|
|
|
44,130
|
|
|||||
Net Income Per Share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
3.04
|
|
|
$
|
3.18
|
|
|
$
|
1.85
|
|
|
$
|
1.51
|
|
|
$
|
1.49
|
|
Diluted
|
$
|
2.97
|
|
|
$
|
3.07
|
|
|
$
|
1.77
|
|
|
$
|
1.48
|
|
|
$
|
1.47
|
|
Shares Used In Per Share Calculations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
28,097
|
|
|
27,692
|
|
|
27,611
|
|
|
27,698
|
|
|
29,550
|
|
|||||
Diluted
|
28,735
|
|
|
28,640
|
|
|
28,753
|
|
|
28,292
|
|
|
30,107
|
|
|||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
239,392
|
|
|
$
|
130,373
|
|
|
$
|
128,635
|
|
|
$
|
214,523
|
|
|
$
|
179,915
|
|
Short term investments
|
17,032
|
|
|
31,605
|
|
|
37,225
|
|
|
39,930
|
|
|
33,124
|
|
|||||
Total assets
|
920,753
|
|
|
766,961
|
|
|
691,522
|
|
|
507,912
|
|
|
521,743
|
|
|||||
Total liabilities
|
268,684
|
|
|
231,639
|
|
|
221,195
|
|
|
118,956
|
|
|
104,332
|
|
|||||
Total stockholders’ equity
|
652,069
|
|
|
535,322
|
|
|
470,327
|
|
|
388,956
|
|
|
417,411
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Fiscal Year Ended
|
||||||||||
|
December 28,
2019 |
|
December 29,
2018 |
|
December 30,
2017 |
||||||
Revenue
|
$
|
1,214,010
|
|
|
$
|
1,092,584
|
|
|
$
|
883,911
|
|
Cost of revenue:
|
|
|
|
|
|
||||||
Cost of product revenue
|
658,362
|
|
|
518,612
|
|
|
438,114
|
|
|||
Amortization of acquired intangible assets
|
11,721
|
|
|
18,544
|
|
|
12,638
|
|
|||
Total cost of revenue
|
670,083
|
|
|
537,156
|
|
|
450,752
|
|
|||
Gross profit
|
543,927
|
|
|
555,428
|
|
|
433,159
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Research and development
|
141,607
|
|
|
140,629
|
|
|
113,149
|
|
|||
Selling and marketing
|
231,548
|
|
|
210,411
|
|
|
162,110
|
|
|||
General and administrative
|
83,103
|
|
|
97,501
|
|
|
84,771
|
|
|||
Amortization of acquired intangible assets
|
1,051
|
|
|
1,065
|
|
|
439
|
|
|||
Total operating expenses
|
457,309
|
|
|
449,606
|
|
|
360,469
|
|
|||
Operating income
|
86,618
|
|
|
105,822
|
|
|
72,690
|
|
|||
Other income, net
|
12,215
|
|
|
2,800
|
|
|
3,676
|
|
|||
Income before income taxes
|
98,833
|
|
|
108,622
|
|
|
76,366
|
|
|||
Income tax expense
|
13,533
|
|
|
20,630
|
|
|
25,402
|
|
|||
Net income
|
$
|
85,300
|
|
|
$
|
87,992
|
|
|
$
|
50,964
|
|
|
Fiscal Year Ended
|
|||||||
|
December 28,
2019 |
|
December 29,
2018 |
|
December 30,
2017 |
|||
Revenue
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of revenue:
|
|
|
|
|
|
|||
Cost of product revenue
|
54.2
|
|
|
47.5
|
|
|
49.6
|
|
Amortization of acquired intangible assets
|
1.0
|
|
|
1.7
|
|
|
1.4
|
|
Total cost of revenue
|
55.2
|
|
|
49.2
|
|
|
51.0
|
|
Gross margin
|
44.8
|
|
|
50.8
|
|
|
49.0
|
|
Operating expenses:
|
|
|
|
|
|
|||
Research and development
|
11.7
|
|
|
12.9
|
|
|
12.8
|
|
Selling and marketing
|
19.1
|
|
|
19.3
|
|
|
18.3
|
|
General and administrative
|
6.8
|
|
|
8.9
|
|
|
9.6
|
|
Amortization of acquired intangible assets
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
Total operating expenses
|
37.7
|
|
|
41.2
|
|
|
40.8
|
|
Operating income
|
7.1
|
|
|
9.6
|
|
|
8.2
|
|
Other income, net
|
1.0
|
|
|
0.3
|
|
|
0.5
|
|
Income before income taxes
|
8.1
|
|
|
9.9
|
|
|
8.7
|
|
Income tax expense
|
1.1
|
|
|
1.9
|
|
|
2.9
|
|
Net income
|
7.0
|
%
|
|
8.0
|
%
|
|
5.8
|
%
|
|
Fiscal Year Ended
|
|
|
|
|
||||||||||||||
|
December 28,
2019 |
|
December 29,
2018 |
|
December 30,
2017 |
|
$ Change 2019 vs. 2018
|
|
$ Change 2018 vs. 2017
|
||||||||||
Revenue
|
$
|
1,214,010
|
|
|
$
|
1,092,584
|
|
|
$
|
883,911
|
|
|
$
|
121,426
|
|
|
$
|
208,673
|
|
|
Fiscal Year Ended
|
|
|
|
|
||||||||||||||
|
December 28,
2019 |
|
December 29,
2018 |
|
December 30,
2017 |
|
$ Change 2019 vs. 2018
|
|
$ Change 2018 vs. 2017
|
||||||||||
Cost of product revenue
|
$
|
658,362
|
|
|
$
|
518,612
|
|
|
$
|
438,114
|
|
|
$
|
139,750
|
|
|
$
|
80,498
|
|
As a percentage of revenue
|
54.2
|
%
|
|
47.5
|
%
|
|
49.6
|
%
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
|
|
||||||||||||||
|
December 28,
2019 |
|
December 29,
2018 |
|
December 30,
2017 |
|
$ Change 2019 vs. 2018
|
|
$ Change 2018 vs. 2017
|
||||||||||
Gross profit
|
$
|
543,927
|
|
|
$
|
555,428
|
|
|
$
|
433,159
|
|
|
$
|
(11,501
|
)
|
|
$
|
122,269
|
|
Gross margin
|
44.8
|
%
|
|
50.8
|
%
|
|
49.0
|
%
|
|
|
|
|
•
|
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.
|
|
Fiscal Year Ended
|
|
|
|
|
||||||||||||||
|
December 28,
2019 |
|
December 29,
2018 |
|
December 30,
2017 |
|
$ Change 2019 vs. 2018
|
|
$ Change 2018 vs. 2017
|
||||||||||
Research and development
|
$
|
141,607
|
|
|
$
|
140,629
|
|
|
$
|
113,149
|
|
|
$
|
978
|
|
|
$
|
27,480
|
|
As a percentage of revenue
|
11.7
|
%
|
|
12.9
|
%
|
|
12.8
|
%
|
|
|
|
|
•
|
salaries and related costs for sales and marketing personnel;
|
•
|
advertising, marketing and other brand-building costs;
|
•
|
customer service costs; and
|
•
|
travel and related costs.
|
|
Fiscal Year Ended
|
|
|
|
|
||||||||||||||
|
December 28,
2019 |
|
December 29,
2018 |
|
December 30,
2017 |
|
$ Change 2019 vs. 2018
|
|
$ Change 2018 vs. 2017
|
||||||||||
Selling and marketing
|
$
|
231,548
|
|
|
$
|
210,411
|
|
|
$
|
162,110
|
|
|
$
|
21,137
|
|
|
$
|
48,301
|
|
As a percentage of revenue
|
19.1
|
%
|
|
19.3
|
%
|
|
18.3
|
%
|
|
|
|
|
•
|
salaries and related costs for executives and administrative personnel;
|
•
|
professional services costs;
|
•
|
information systems and infrastructure costs;
|
•
|
travel and related costs; and
|
•
|
occupancy and other overhead costs.
|
|
Fiscal Year Ended
|
|
|
|
|
||||||||||||||
|
December 28,
2019 |
|
December 29,
2018 |
|
December 30,
2017 |
|
$ Change 2019 vs. 2018
|
|
$ Change 2018 vs. 2017
|
||||||||||
General and administrative
|
$
|
83,103
|
|
|
$
|
97,501
|
|
|
$
|
84,771
|
|
|
$
|
(14,398
|
)
|
|
$
|
12,730
|
|
As a percentage of revenue
|
6.8
|
%
|
|
8.9
|
%
|
|
9.6
|
%
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
|
|
||||||||||||||
|
December 28,
2019 |
|
December 29,
2018 |
|
December 30,
2017 |
|
$ Change 2019 vs. 2018
|
|
$ Change 2018 vs. 2017
|
||||||||||
Cost of revenue
|
$
|
11,721
|
|
|
$
|
18,544
|
|
|
$
|
12,638
|
|
|
$
|
(6,823
|
)
|
|
$
|
5,906
|
|
Operating expense
|
1,051
|
|
|
1,065
|
|
|
439
|
|
|
(14
|
)
|
|
626
|
|
|||||
Total amortization expense
|
$
|
12,772
|
|
|
$
|
19,609
|
|
|
$
|
13,077
|
|
|
$
|
(6,837
|
)
|
|
$
|
6,532
|
|
As a percentage of revenue
|
1.1
|
%
|
|
1.8
|
%
|
|
1.5
|
%
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
|
|
||||||||||||||
|
December 28,
2019 |
|
December 29,
2018 |
|
December 30,
2017 |
|
$ Change 2019 vs. 2018
|
|
$ Change 2018 vs. 2017
|
||||||||||
Other income, net
|
$
|
12,215
|
|
|
$
|
2,800
|
|
|
$
|
3,676
|
|
|
$
|
9,415
|
|
|
$
|
(876
|
)
|
As a percentage of revenue
|
1.0
|
%
|
|
0.3
|
%
|
|
0.5
|
%
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
|
|
||||||||||||||
|
December 28,
2019 |
|
December 29,
2018 |
|
December 30,
2017 |
|
$ Change 2019 vs. 2018
|
|
$ Change 2018 vs. 2017
|
||||||||||
Income tax provision
|
$
|
13,533
|
|
|
$
|
20,630
|
|
|
$
|
25,402
|
|
|
$
|
(7,097
|
)
|
|
$
|
(4,772
|
)
|
As a percentage of pre-tax income
|
13.7
|
%
|
|
19.0
|
%
|
|
33.3
|
%
|
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Less Than
1 Year
|
|
1 to 3
Years
|
|
3 to 5
Years
|
|
More Than
5 Years
|
|
Total
|
||||||||||
Operating leases
|
$
|
8,936
|
|
|
$
|
15,855
|
|
|
$
|
13,453
|
|
|
$
|
34,957
|
|
|
$
|
73,201
|
|
Minimum contractual payments
|
2,381
|
|
|
1,213
|
|
|
—
|
|
|
—
|
|
|
3,594
|
|
|||||
Other obligations
|
3,316
|
|
|
4,296
|
|
|
432
|
|
|
—
|
|
|
8,044
|
|
|||||
Total
|
$
|
14,633
|
|
|
$
|
21,364
|
|
|
$
|
13,885
|
|
|
$
|
34,957
|
|
|
$
|
84,839
|
|
|
Page
|
|
December 28,
2019 |
|
December 29,
2018 |
||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
239,392
|
|
|
$
|
130,373
|
|
Short term investments
|
17,032
|
|
|
31,605
|
|
||
Accounts receivable, net
|
146,161
|
|
|
162,166
|
|
||
Inventory
|
157,347
|
|
|
164,633
|
|
||
Other current assets
|
34,285
|
|
|
25,660
|
|
||
Total current assets
|
594,217
|
|
|
514,437
|
|
||
Property and equipment, net
|
75,988
|
|
|
57,026
|
|
||
Operating lease right-of-use assets
|
47,478
|
|
|
—
|
|
||
Deferred tax assets
|
41,791
|
|
|
36,979
|
|
||
Goodwill
|
118,732
|
|
|
118,896
|
|
||
Intangible assets, net
|
12,352
|
|
|
24,273
|
|
||
Other assets
|
30,195
|
|
|
15,350
|
|
||
Total assets
|
$
|
920,753
|
|
|
$
|
766,961
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
116,185
|
|
|
$
|
136,742
|
|
Accrued expenses
|
81,768
|
|
|
71,259
|
|
||
Deferred revenue and customer advances
|
4,549
|
|
|
5,756
|
|
||
Total current liabilities
|
202,502
|
|
|
213,757
|
|
||
Operating lease liabilities
|
54,928
|
|
|
—
|
|
||
Deferred tax liabilities
|
912
|
|
|
4,005
|
|
||
Other long-term liabilities
|
10,342
|
|
|
13,877
|
|
||
Total long-term liabilities
|
66,182
|
|
|
17,882
|
|
||
Total liabilities
|
268,684
|
|
|
231,639
|
|
||
Commitments and contingencies (Note 15)
|
|
|
|
||||
Preferred stock, 5,000 shares authorized and none outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value; 100,000 shares authorized; 28,352 and 27,788 shares issued and outstanding, respectively
|
284
|
|
|
278
|
|
||
Additional paid-in capital
|
196,455
|
|
|
172,771
|
|
||
Retained earnings
|
452,321
|
|
|
367,021
|
|
||
Accumulated other comprehensive income (loss)
|
3,009
|
|
|
(4,748
|
)
|
||
Total stockholders’ equity
|
652,069
|
|
|
535,322
|
|
||
Total liabilities and stockholders’ equity
|
$
|
920,753
|
|
|
$
|
766,961
|
|
|
Fiscal Year Ended
|
||||||||||
|
December 28,
2019 |
|
December 29,
2018 |
|
December 30,
2017 |
||||||
Revenue
|
$
|
1,214,010
|
|
|
$
|
1,092,584
|
|
|
$
|
883,911
|
|
Cost of revenue:
|
|
|
|
|
|
|
|
|
|||
Cost of product revenue
|
658,362
|
|
|
518,612
|
|
|
438,114
|
|
|||
Amortization of acquired intangible assets
|
11,721
|
|
|
18,544
|
|
|
12,638
|
|
|||
Total cost of revenue
|
670,083
|
|
|
537,156
|
|
|
450,752
|
|
|||
Gross profit
|
543,927
|
|
|
555,428
|
|
|
433,159
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Research and development
|
141,607
|
|
|
140,629
|
|
|
113,149
|
|
|||
Selling and marketing
|
231,548
|
|
|
210,411
|
|
|
162,110
|
|
|||
General and administrative
|
83,103
|
|
|
97,501
|
|
|
84,771
|
|
|||
Amortization of acquired intangible assets
|
1,051
|
|
|
1,065
|
|
|
439
|
|
|||
Total operating expenses
|
457,309
|
|
|
449,606
|
|
|
360,469
|
|
|||
Operating income
|
86,618
|
|
|
105,822
|
|
|
72,690
|
|
|||
Other income, net
|
12,215
|
|
|
2,800
|
|
|
3,676
|
|
|||
Income before income taxes
|
98,833
|
|
|
108,622
|
|
|
76,366
|
|
|||
Income tax expense
|
13,533
|
|
|
20,630
|
|
|
25,402
|
|
|||
Net income
|
$
|
85,300
|
|
|
$
|
87,992
|
|
|
$
|
50,964
|
|
Net income per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
3.04
|
|
|
$
|
3.18
|
|
|
$
|
1.85
|
|
Diluted
|
$
|
2.97
|
|
|
$
|
3.07
|
|
|
$
|
1.77
|
|
Number of shares used in per share calculations:
|
|
|
|
|
|
||||||
Basic
|
28,097
|
|
|
27,692
|
|
|
27,611
|
|
|||
Diluted
|
28,735
|
|
|
28,640
|
|
|
28,753
|
|
|
Fiscal Year Ended
|
||||||||||
|
December 28,
2019 |
|
December 29,
2018 |
|
December 30,
2017 |
||||||
Net income
|
$
|
85,300
|
|
|
$
|
87,992
|
|
|
$
|
50,964
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Net foreign currency translation adjustments
|
(3,435
|
)
|
|
(5,896
|
)
|
|
1,994
|
|
|||
Net unrealized gains (losses) on cash flow hedges, net of tax
|
12,363
|
|
|
(327
|
)
|
|
490
|
|
|||
Net gains on cash flow hedge reclassified into earnings, net of tax
|
(1,418
|
)
|
|
(499
|
)
|
|
(295
|
)
|
|||
Net unrealized gains (losses) on marketable securities, net of tax
|
247
|
|
|
(18
|
)
|
|
(46
|
)
|
|||
Total comprehensive income
|
$
|
93,057
|
|
|
$
|
81,252
|
|
|
$
|
53,107
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Stockholders’
Equity
|
|||||||||||||
|
Shares
|
|
Value
|
|
||||||||||||||||||
Balance at December 31, 2016
|
27,238
|
|
|
$
|
272
|
|
|
$
|
161,885
|
|
|
$
|
226,950
|
|
|
$
|
(151
|
)
|
|
$
|
388,956
|
|
Issuance of common stock under employee stock plans
|
367
|
|
|
4
|
|
|
10,569
|
|
|
|
|
|
|
10,573
|
|
|||||||
Conversion of deferred compensation
|
15
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|||||||
Vesting of restricted stock units
|
376
|
|
|
4
|
|
|
(4
|
)
|
|
|
|
|
|
—
|
|
|||||||
Stock-based compensation
|
|
|
|
|
19,751
|
|
|
|
|
|
|
19,751
|
|
|||||||||
Stock withheld to cover tax withholdings requirements upon restricted stock vesting
|
(51
|
)
|
|
(1
|
)
|
|
(2,982
|
)
|
|
|
|
|
|
(2,983
|
)
|
|||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
2,143
|
|
|
2,143
|
|
|||||||||
Directors' deferred compensation
|
|
|
|
|
65
|
|
|
|
|
|
|
65
|
|
|||||||||
Cumulative effect of a change in accounting principle related to stock-based compensation
|
|
|
|
|
783
|
|
|
75
|
|
|
|
|
858
|
|
||||||||
Net income
|
|
|
|
|
|
|
50,964
|
|
|
|
|
50,964
|
|
|||||||||
Balance at December 30, 2017
|
27,945
|
|
|
$
|
279
|
|
|
$
|
190,067
|
|
|
$
|
277,989
|
|
|
$
|
1,992
|
|
|
$
|
470,327
|
|
Issuance of common stock under employee stock plans
|
285
|
|
|
3
|
|
|
10,363
|
|
|
|
|
|
|
10,366
|
|
|||||||
Vesting of restricted stock units
|
408
|
|
|
4
|
|
|
(4
|
)
|
|
|
|
|
|
—
|
|
|||||||
Stock-based compensation
|
|
|
|
|
25,804
|
|
|
|
|
|
|
25,804
|
|
|||||||||
Stock withheld to cover tax withholdings requirements upon restricted stock vesting
|
(51
|
)
|
|
—
|
|
|
(3,532
|
)
|
|
|
|
|
|
(3,532
|
)
|
|||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
(6,740
|
)
|
|
(6,740
|
)
|
||||||||
Directors' deferred compensation
|
|
|
|
|
65
|
|
|
|
|
|
|
65
|
|
|||||||||
Cumulative effect of a change in accounting principle related to adoption of ASC 606
|
|
|
|
|
|
|
|
1,040
|
|
|
|
|
1,040
|
|
||||||||
Stock repurchases
|
(799
|
)
|
|
(8
|
)
|
|
(49,992
|
)
|
|
|
|
|
|
(50,000
|
)
|
|||||||
Net income
|
|
|
|
|
|
|
87,992
|
|
|
|
|
87,992
|
|
|||||||||
Balance at December 29, 2018
|
27,788
|
|
|
$
|
278
|
|
|
$
|
172,771
|
|
|
$
|
367,021
|
|
|
$
|
(4,748
|
)
|
|
$
|
535,322
|
|
Issuance of common stock under employee stock plans
|
187
|
|
|
2
|
|
|
7,145
|
|
|
|
|
|
|
7,147
|
|
|||||||
Vesting of restricted stock units
|
436
|
|
|
5
|
|
|
(5
|
)
|
|
|
|
|
|
—
|
|
|||||||
Stock-based compensation
|
|
|
|
|
23,744
|
|
|
|
|
|
|
23,744
|
|
|||||||||
Stock withheld to cover tax withholdings requirements upon restricted stock vesting
|
(59
|
)
|
|
(1
|
)
|
|
(7,276
|
)
|
|
|
|
|
|
(7,277
|
)
|
|||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
7,757
|
|
|
7,757
|
|
|||||||||
Directors' deferred compensation
|
|
|
|
|
76
|
|
|
|
|
|
|
76
|
|
|||||||||
Net income
|
|
|
|
|
|
|
85,300
|
|
|
|
|
85,300
|
|
|||||||||
Balance at December 28, 2019
|
28,352
|
|
|
$
|
284
|
|
|
$
|
196,455
|
|
|
$
|
452,321
|
|
|
$
|
3,009
|
|
|
$
|
652,069
|
|
|
Fiscal Year Ended
|
||||||||||
|
December 28,
2019 |
|
December 29,
2018 |
|
December 30,
2017 |
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
85,300
|
|
|
$
|
87,992
|
|
|
$
|
50,964
|
|
Adjustments to reconcile net income to net cash provided by operating activities, net of the effects of acquisitions:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
37,159
|
|
|
36,574
|
|
|
25,499
|
|
|||
Gain on sale of equity investment
|
(8,439
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on business acquisition
|
—
|
|
|
—
|
|
|
(2,243
|
)
|
|||
Stock-based compensation
|
23,744
|
|
|
25,804
|
|
|
19,751
|
|
|||
Deferred income taxes, net
|
(11,118
|
)
|
|
(10,848
|
)
|
|
(999
|
)
|
|||
Other
|
7,267
|
|
|
1,837
|
|
|
864
|
|
|||
Changes in operating assets and liabilities — (use) source
|
|
|
|
|
|
||||||
Accounts receivable
|
13,064
|
|
|
(23,920
|
)
|
|
(53,251
|
)
|
|||
Inventory
|
7,307
|
|
|
(58,546
|
)
|
|
(1,470
|
)
|
|||
Other assets
|
(3,310
|
)
|
|
(8,533
|
)
|
|
(10,562
|
)
|
|||
Accounts payable
|
(20,536
|
)
|
|
22,470
|
|
|
17,457
|
|
|||
Accrued expenses and other liabilities
|
(386
|
)
|
|
(1,145
|
)
|
|
30,305
|
|
|||
Net cash provided by operating activities
|
130,052
|
|
|
71,685
|
|
|
76,315
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Additions of property and equipment
|
(35,337
|
)
|
|
(32,422
|
)
|
|
(23,371
|
)
|
|||
Change in other assets
|
(5,436
|
)
|
|
(2,363
|
)
|
|
(1,542
|
)
|
|||
Proceeds from sale of equity investments
|
9,787
|
|
|
856
|
|
|
1,267
|
|
|||
Cash paid for business acquisitions, net of cash acquired
|
(2,817
|
)
|
|
—
|
|
|
(148,765
|
)
|
|||
Purchases of investments
|
—
|
|
|
(6,438
|
)
|
|
(10,578
|
)
|
|||
Sales and maturities of investments
|
12,880
|
|
|
14,000
|
|
|
13,066
|
|
|||
Net cash used in investing activities
|
(20,923
|
)
|
|
(26,367
|
)
|
|
(169,923
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from employee stock plans
|
7,147
|
|
|
10,366
|
|
|
10,573
|
|
|||
Income tax withholding payment associated with restricted stock vesting
|
(7,277
|
)
|
|
(3,532
|
)
|
|
(2,983
|
)
|
|||
Stock repurchases
|
—
|
|
|
(50,000
|
)
|
|
—
|
|
|||
Net cash (used in) provided by financing activities
|
(130
|
)
|
|
(43,166
|
)
|
|
7,590
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
20
|
|
|
(414
|
)
|
|
130
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
109,019
|
|
|
1,738
|
|
|
(85,888
|
)
|
|||
Cash and cash equivalents, at beginning of period
|
130,373
|
|
|
128,635
|
|
|
214,523
|
|
|||
Cash and cash equivalents, at end of period
|
$
|
239,392
|
|
|
$
|
130,373
|
|
|
$
|
128,635
|
|
Supplemental disclosure of cash flow information
|
|
|
|
|
|
||||||
Cash paid for income taxes
|
$
|
22,582
|
|
|
$
|
39,517
|
|
|
$
|
25,879
|
|
1.
|
Nature of the Business
|
2.
|
Summary of Significant Accounting Policies
|
|
December 28,
2019 |
|
December 29,
2018 |
||||||||||||
|
Cost
|
|
Fair
Market Value |
|
Cost
|
|
Fair
Market Value |
||||||||
Corporate and government bonds
|
$
|
17,016
|
|
|
$
|
17,032
|
|
|
$
|
30,035
|
|
|
$
|
29,605
|
|
Convertible note
|
—
|
|
|
—
|
|
|
2,000
|
|
|
2,000
|
|
||||
Total short term investments
|
$
|
17,016
|
|
|
$
|
17,032
|
|
|
$
|
32,035
|
|
|
$
|
31,605
|
|
|
Fiscal Year Ended
|
||||||||||
|
December 28,
2019 |
|
December 29,
2018 |
|
December 30,
2017 |
||||||
Allowance for product returns
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
53,920
|
|
|
$
|
42,693
|
|
|
$
|
27,673
|
|
Acquired balance
|
—
|
|
|
—
|
|
|
6,088
|
|
|||
Provision
|
71,575
|
|
|
68,476
|
|
|
54,981
|
|
|||
Deduction
|
(68,217
|
)
|
|
(56,164
|
)
|
|
(43,831
|
)
|
|||
Other adjustments
|
(2,087
|
)
|
|
(1,085
|
)
|
|
(2,218
|
)
|
|||
Balance at end of period
|
$
|
55,191
|
|
|
$
|
53,920
|
|
|
$
|
42,693
|
|
|
|
|
|
|
|
||||||
Allowance for other credits and incentives
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
97,737
|
|
|
$
|
61,359
|
|
|
$
|
23,658
|
|
Acquired balance
|
—
|
|
|
—
|
|
|
11,932
|
|
|||
Adjustment related to adoption of ASC 606
|
—
|
|
|
1,192
|
|
|
—
|
|
|||
Provision
|
287,891
|
|
|
198,371
|
|
|
110,605
|
|
|||
Deduction
|
(247,775
|
)
|
|
(161,672
|
)
|
|
(81,269
|
)
|
|||
Other adjustments
|
(3,807
|
)
|
|
(1,513
|
)
|
|
(3,567
|
)
|
|||
Balance at end of period
|
$
|
134,046
|
|
|
$
|
97,737
|
|
|
$
|
61,359
|
|
|
Estimated Useful Life
|
|
Computer and equipment
|
2-5 years
|
|
Furniture and fixtures
|
5
|
|
Machinery and tooling
|
2-5
|
|
Business applications software
|
3-7
|
|
Leasehold improvements
|
Lesser of economic benefit period or term of lease
|
|
•
|
Level 2 - inputs other than quoted prices in active markets that are either directly or indirectly observable; and
|
•
|
Level 3 - unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
|
|
Fiscal Year Ended
|
||||||||||
|
December 28,
2019 |
|
December 29,
2018 |
|
December 30,
2017 |
||||||
Net income
|
$
|
85,300
|
|
|
$
|
87,992
|
|
|
$
|
50,964
|
|
Weighted-average shares outstanding
|
28,097
|
|
|
27,692
|
|
|
27,611
|
|
|||
Dilutive effect of employee stock plans
|
638
|
|
|
948
|
|
|
1,142
|
|
|||
Diluted weighted-average shares outstanding
|
28,735
|
|
|
28,640
|
|
|
28,753
|
|
|||
Basic income per share
|
$
|
3.04
|
|
|
$
|
3.18
|
|
|
$
|
1.85
|
|
Diluted income per share
|
$
|
2.97
|
|
|
$
|
3.07
|
|
|
$
|
1.77
|
|
3.
|
Revenue Recognition
|
|
December 28, 2019
|
December 29, 2018
|
||||
United States
|
$
|
603,618
|
|
$
|
560,995
|
|
EMEA
|
357,760
|
|
311,659
|
|
||
Other
|
252,632
|
|
219,930
|
|
||
Total revenue
|
$
|
1,214,010
|
|
$
|
1,092,584
|
|
|
December 28 2019
|
|
December 29, 2018
|
||||
Accounts receivable, net
|
$
|
146,161
|
|
|
$
|
162,166
|
|
Contract liabilities
|
6,991
|
|
|
5,756
|
|
4.
|
Leases
|
|
December 28, 2019
|
||
Operating lease cost
|
$
|
8,777
|
|
Variable lease cost
|
4,096
|
|
|
Total lease cost
|
$
|
12,873
|
|
|
December 28, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Operating cash flows from operating leases
|
$
|
9,540
|
|
Right-of-use assets obtained in exchange for lease obligations:
|
|
||
Operating leases
|
$
|
53,227
|
|
|
|
||
2020
|
$
|
8,936
|
|
2021
|
8,263
|
|
|
2022
|
7,592
|
|
|
2023
|
7,145
|
|
|
2024
|
6,308
|
|
|
Thereafter
|
34,957
|
|
|
Total minimum lease payments
|
$
|
73,201
|
|
Less: imputed interest
|
11,430
|
|
|
Present value of future minimum lease payments
|
$
|
61,771
|
|
Less: current portion of operating lease liabilities (Note 9)
|
6,843
|
|
|
Long-term lease liabilities
|
$
|
54,928
|
|
5.
|
Business Combinations
|
Cash
|
$
|
37,981
|
|
Accounts receivable, net (1)
|
21,426
|
|
|
Inventory
|
36,304
|
|
|
Goodwill
|
80,419
|
|
|
Intangible assets
|
36,597
|
|
|
Other assets
|
2,456
|
|
|
Total assets
|
215,183
|
|
|
|
|
||
Accounts payable
|
(29,391
|
)
|
|
Accrued expenses
|
(3,376
|
)
|
|
Deferred tax liabilities
|
(10,864
|
)
|
|
Other liabilities
|
(2,138
|
)
|
|
Total liabilities assumed
|
(45,769
|
)
|
|
Net assets acquired
|
$
|
169,414
|
|
|
|
Useful Life
|
|
Fair Value
|
||
Reacquired distribution rights
|
|
2.25 years
|
|
$
|
29,296
|
|
Customer relationships
|
|
14 years
|
|
7,029
|
|
|
Non-competition agreements
|
|
3 years
|
|
272
|
|
|
Total
|
|
|
|
$
|
36,597
|
|
Cash
|
$
|
125
|
|
Accounts receivable, net (1)
|
(5,496
|
)
|
|
Inventory
|
18,290
|
|
|
Other assets
|
2,065
|
|
|
Deferred tax assets, net
|
409
|
|
|
Goodwill
|
—
|
|
|
Intangible assets
|
8,640
|
|
|
Total assets acquired
|
24,033
|
|
|
|
|
||
Accrued expenses and other current liabilities
|
(4,450
|
)
|
|
Other liabilities
|
(691
|
)
|
|
Total liabilities assumed
|
(5,141
|
)
|
|
Net assets acquired
|
$
|
18,892
|
|
Gain on business acquisition
|
(2,243
|
)
|
|
Total purchase price
|
$
|
16,649
|
|
|
|
Useful Life
|
|
Fair Value
|
||
Customer relationships
|
|
13 years
|
|
$
|
4,490
|
|
Reacquired distribution rights
|
|
9 months
|
|
4,150
|
|
|
Total
|
|
|
|
$
|
8,640
|
|
|
Fiscal Year Ended
|
||
|
December 30, 2017
|
||
Revenue
|
$
|
901,612
|
|
Net income
|
51,887
|
|
|
Net income per share:
|
|
||
Basic income per share
|
$
|
1.88
|
|
Diluted income per share
|
$
|
1.80
|
|
6.
|
Inventory
|
|
December 28,
2019 |
|
December 29,
2018 |
||||
Raw materials
|
$
|
2,825
|
|
|
$
|
2,992
|
|
Finished goods
|
154,522
|
|
|
161,641
|
|
||
|
$
|
157,347
|
|
|
$
|
164,633
|
|
7.
|
Property and Equipment
|
|
December 28,
2019 |
|
December 29,
2018 |
||||
Computer and equipment
|
$
|
13,588
|
|
|
$
|
12,339
|
|
Furniture and fixtures
|
6,494
|
|
|
5,231
|
|
||
Machinery and tooling
|
79,213
|
|
|
60,281
|
|
||
Leasehold improvements
|
39,538
|
|
|
28,701
|
|
||
Business applications software
|
17,933
|
|
|
15,638
|
|
||
Subtotal
|
156,766
|
|
|
122,190
|
|
||
Less: accumulated depreciation
|
80,778
|
|
|
65,164
|
|
||
Property and equipment, net
|
$
|
75,988
|
|
|
$
|
57,026
|
|
8.
|
Goodwill and other intangible assets
|
Balance as of December 30, 2017
|
$
|
121,440
|
|
Purchase accounting adjustments
|
830
|
|
|
Effect of foreign currency translation
|
(3,374
|
)
|
|
Balance as of December 29, 2018
|
118,896
|
|
|
Acquisition
|
2,050
|
|
|
Effect of foreign currency translation
|
(2,214
|
)
|
|
Balance as of December 28, 2019
|
$
|
118,732
|
|
|
December 28, 2019
|
|
December 29, 2018
|
||||||||||||||||||||
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
Completed technology
|
$
|
28,100
|
|
|
$
|
24,605
|
|
|
$
|
3,495
|
|
|
$
|
26,900
|
|
|
$
|
21,607
|
|
|
$
|
5,293
|
|
Tradename
|
100
|
|
|
100
|
|
|
—
|
|
|
100
|
|
|
100
|
|
|
—
|
|
||||||
Customer relationships
|
11,095
|
|
|
2,302
|
|
|
8,793
|
|
|
11,291
|
|
|
1,365
|
|
|
9,926
|
|
||||||
Reacquired distribution rights
|
31,680
|
|
|
31,680
|
|
|
—
|
|
|
32,499
|
|
|
23,598
|
|
|
8,901
|
|
||||||
Non-competition agreements
|
256
|
|
|
192
|
|
|
64
|
|
|
263
|
|
|
110
|
|
|
153
|
|
||||||
Total
|
$
|
71,231
|
|
|
$
|
58,879
|
|
|
$
|
12,352
|
|
|
$
|
71,053
|
|
|
$
|
46,780
|
|
|
$
|
24,273
|
|
|
Cost of Revenue
|
|
Operating Expenses
|
|
Total
|
||||||
2020
|
$
|
1,140
|
|
|
$
|
1,000
|
|
|
$
|
2,140
|
|
2021
|
1,140
|
|
|
781
|
|
|
1,921
|
|
|||
2022
|
915
|
|
|
781
|
|
|
1,696
|
|
|||
2023
|
240
|
|
|
781
|
|
|
1,021
|
|
|||
2024
|
60
|
|
|
781
|
|
|
841
|
|
|||
Thereafter
|
—
|
|
|
4,733
|
|
|
4,733
|
|
|||
Total
|
$
|
3,495
|
|
|
$
|
8,857
|
|
|
$
|
12,352
|
|
9.
|
Accrued Expenses
|
|
December 28,
2019 |
|
December 29,
2018 |
||||
Accrued warranty
|
$
|
13,856
|
|
|
$
|
11,964
|
|
Accrued other compensation
|
13,331
|
|
|
10,518
|
|
||
Accrued bonus
|
12,541
|
|
|
21,226
|
|
||
Accrued sales and other indirect taxes payable
|
12,440
|
|
|
11,397
|
|
||
Accrued direct fulfillment costs
|
10,582
|
|
|
5,372
|
|
||
Current portion of operating lease liabilities
|
6,843
|
|
|
—
|
|
||
Accrued federal and state income taxes
|
3,378
|
|
|
1,936
|
|
||
Accrued other
|
8,797
|
|
|
8,846
|
|
||
|
$
|
81,768
|
|
|
$
|
71,259
|
|
10.
|
Working Capital Facility
|
11.
|
Derivative Instruments and Hedging Activities
|
|
|
|
Fiscal year ended
|
||||||
|
Classification
|
|
December 28, 2019
|
|
December 29, 2018
|
||||
Gain (loss) recognized in income
|
Other income, net
|
|
$
|
89
|
|
|
$
|
1,568
|
|
|
|
Gain (loss) recognized in OCI on Derivative (1)
|
||||||
|
|
Fiscal year ended
|
||||||
|
|
December 28, 2019
|
|
December 29, 2018
|
||||
|
|
|
|
|
||||
Foreign currency forward contracts
|
|
$
|
16,483
|
|
|
$
|
(686
|
)
|
(1)
|
The amount represents the change in fair value of derivative contracts due to changes in spot rates.
|
|
|
Gain (loss) recognized in earnings on cash flow hedging instruments
|
||||||||||||||
|
|
December 28, 2019
|
|
December 29, 2018
|
||||||||||||
|
|
Revenue
|
|
Cost of revenue
|
|
Revenue
|
|
Cost of revenue
|
||||||||
Consolidated statements of income in which the effects of cash flow hedging instruments are recorded
|
|
$
|
1,214,010
|
|
|
$
|
670,083
|
|
|
$
|
1,092,584
|
|
|
$
|
537,156
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gain or (loss) on cash flow hedging relationships:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward contracts:
|
|
|
|
|
|
|
|
|
||||||||
Amount of gain (loss) reclassified from AOCI into earnings
|
|
$
|
1,889
|
|
|
$
|
—
|
|
|
$
|
948
|
|
|
$
|
(386
|
)
|
12.
|
Fair Value Measurements
|
|
Fair Value Measurements as of
|
||||||||||
|
December 28, 2019
|
||||||||||
|
Level 1
|
|
Level 2 (1)
|
|
Level 3 (2)
|
||||||
Assets:
|
|
|
|
|
|
||||||
Corporate and government bonds, $17,016 at cost (3)
|
$
|
—
|
|
|
$
|
17,032
|
|
|
$
|
—
|
|
Derivative instruments (Note 11)
|
—
|
|
|
15,314
|
|
|
—
|
|
|||
Total assets measured at fair value
|
$
|
—
|
|
|
$
|
32,346
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Liabilities:
|
|
|
|
|
|
||||||
Derivative instruments (Note 11)
|
$
|
—
|
|
|
$
|
758
|
|
|
$
|
—
|
|
Total liabilities measured at fair value
|
$
|
—
|
|
|
$
|
758
|
|
|
$
|
—
|
|
|
Fair Value Measurements as of
|
||||||||||
|
December 29, 2018
|
||||||||||
|
Level 1
|
|
Level 2 (1)
|
|
Level 3 (2)
|
||||||
Assets:
|
|
|
|
|
|
||||||
Money market funds
|
$
|
3,730
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Corporate and government bonds, $30,035 at cost
|
—
|
|
|
29,605
|
|
|
—
|
|
|||
Convertible note
|
—
|
|
|
—
|
|
|
2,000
|
|
|||
Derivative instruments (Note 11)
|
—
|
|
|
776
|
|
|
—
|
|
|||
Total assets measured at fair value
|
$
|
3,730
|
|
|
$
|
30,381
|
|
|
$
|
2,000
|
|
|
|
|
|
|
|
||||||
Liabilities:
|
|
|
|
|
|
||||||
Derivative instruments (Note 11)
|
$
|
—
|
|
|
$
|
1,130
|
|
|
$
|
—
|
|
Total liabilities measured at fair value
|
$
|
—
|
|
|
$
|
1,130
|
|
|
$
|
—
|
|
(1)
|
Level 2 fair value estimates are based on observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that
|
(2)
|
Level 3 fair value estimates are based on inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing and discounted cash flow models. Unobservable inputs used in the models are significant to the fair values of the assets and liabilities.
|
(3)
|
As of December 28, 2019, the Company’s investments had maturity dates ranging from February 2020 to March 2021.
|
Balance as of December 29, 2018
|
$
|
2,000
|
|
Conversion of convertible note
|
(2,000
|
)
|
|
Balance as of December 28, 2019
|
$
|
—
|
|
13.
|
Stockholders' Equity
|
14.
|
Stock-Based Compensation
|
|
Fiscal Year Ended
|
||||||||||
|
December 28,
2019 |
|
December 29,
2018 |
|
December 30,
2017 |
||||||
Cost of revenue
|
$
|
1,486
|
|
|
$
|
1,407
|
|
|
$
|
1,082
|
|
Research and development
|
9,186
|
|
|
7,494
|
|
|
5,009
|
|
|||
Selling and marketing
|
3,323
|
|
|
2,842
|
|
|
2,571
|
|
|||
General and administrative
|
9,749
|
|
|
14,061
|
|
|
11,089
|
|
|||
Total
|
$
|
23,744
|
|
|
$
|
25,804
|
|
|
$
|
19,751
|
|
|
Number of
Shares
|
|
Weighted Average
Exercise Price
|
|
Weighted Average
Remaining
Contractual Term
|
|
Aggregate
Intrinsic
Value(1)
|
|||
Outstanding at December 31, 2016
|
1,088,174
|
|
|
$
|
32.27
|
|
|
|
|
|
Granted
|
10,975
|
|
|
57.33
|
|
|
|
|
|
|
Exercised
|
(367,267
|
)
|
|
28.79
|
|
|
|
|
|
|
Canceled
|
(18,928
|
)
|
|
36.72
|
|
|
|
|
|
|
Outstanding at December 30, 2017
|
712,954
|
|
|
$
|
34.34
|
|
|
|
|
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|
Exercised
|
(239,830
|
)
|
|
33.40
|
|
|
|
|
|
|
Canceled
|
(10,863
|
)
|
|
46.20
|
|
|
|
|
|
|
Outstanding at December 29, 2018
|
462,261
|
|
|
$
|
34.55
|
|
|
|
|
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|
Exercised
|
(127,024
|
)
|
|
32.95
|
|
|
|
|
|
|
Canceled
|
(12,329
|
)
|
|
37.03
|
|
|
|
|
|
|
Outstanding at December 28, 2019
|
322,908
|
|
|
$
|
35.08
|
|
|
2.47 years
|
|
$5.65 million
|
Vested and expected to vest at December 28, 2019
|
322,908
|
|
|
$
|
35.08
|
|
|
2.47 years
|
|
$5.65 million
|
Exercisable as of December 28, 2019
|
293,159
|
|
|
$
|
34.30
|
|
|
2.35 years
|
|
$5.32 million
|
(1)
|
The aggregate intrinsic value on the table above represents the difference between the Company's closing stock price on December 28, 2019 of $50.20 and the exercise price of the underlying in-the-money option.
|
|
Number of
Shares Underlying
Restricted Stock
|
|
Weighted Average
Grant Date Fair
Value
|
|||
Outstanding at December 31, 2016
|
935,179
|
|
|
$
|
35.07
|
|
Granted
|
396,164
|
|
|
72.63
|
|
|
Vested
|
(351,543
|
)
|
|
33.73
|
|
|
Forfeited
|
(41,347
|
)
|
|
39.52
|
|
|
Outstanding at December 30, 2017
|
938,453
|
|
|
$
|
51.24
|
|
Granted
|
307,614
|
|
|
81.55
|
|
|
Vested
|
(351,816
|
)
|
|
47.30
|
|
|
Forfeited
|
(38,362
|
)
|
|
60.62
|
|
|
Outstanding at December 29, 2018
|
855,889
|
|
|
$
|
63.32
|
|
Granted
|
407,325
|
|
|
79.91
|
|
|
Vested
|
(358,119
|
)
|
|
54.89
|
|
|
Forfeited
|
(85,863
|
)
|
|
76.85
|
|
|
Outstanding at December 28, 2019
|
819,232
|
|
|
$
|
73.83
|
|
|
Number of
Shares Underlying PSU |
|
Weighted Average
Grant Date Fair Value |
|||
Outstanding at December 31, 2016
|
163,911
|
|
|
$
|
35.03
|
|
Granted
|
105,650
|
|
|
57.33
|
|
|
Vested
|
(24,792
|
)
|
|
43.35
|
|
|
Forfeited
|
(2,708
|
)
|
|
39.71
|
|
|
Outstanding at December 30, 2017
|
242,061
|
|
|
$
|
43.97
|
|
Granted
|
91,538
|
|
|
68.41
|
|
|
Vested
|
(56,259
|
)
|
|
34.30
|
|
|
Forfeited
|
(3,221
|
)
|
|
45.71
|
|
|
Outstanding at December 29, 2018
|
274,119
|
|
|
$
|
54.10
|
|
Granted
|
70,827
|
|
|
122.20
|
|
|
Vested
|
(78,943
|
)
|
|
33.33
|
|
|
Forfeited
|
(49,772
|
)
|
|
78.29
|
|
|
Outstanding at December 28, 2019
|
216,231
|
|
|
$
|
78.42
|
|
15.
|
Commitments and Contingencies
|
|
Fiscal Year Ended
|
||||||||||
|
December 28,
2019 |
|
December 29,
2018 |
|
December 30,
2017 |
||||||
Balance at beginning of period
|
$
|
11,964
|
|
|
$
|
11,264
|
|
|
$
|
8,464
|
|
Liability assumed (1)
|
—
|
|
|
—
|
|
|
2,186
|
|
|||
Provision
|
14,091
|
|
|
10,798
|
|
|
8,591
|
|
|||
Warranty usage
|
(12,199
|
)
|
|
(10,098
|
)
|
|
(7,977
|
)
|
|||
Balance at end of period
|
$
|
13,856
|
|
|
$
|
11,964
|
|
|
$
|
11,264
|
|
(1)
|
Warranty assumed as part of the acquisition of the iRobot-related distribution business of SODC.
|
16.
|
Employee Benefits
|
17.
|
Income Taxes
|
|
Fiscal Year Ended
|
||||||||||
|
December 28,
2019 |
|
December 29,
2018 |
|
December 30,
2017 |
||||||
Domestic
|
$
|
84,225
|
|
|
$
|
113,078
|
|
|
$
|
71,382
|
|
Foreign
|
14,608
|
|
|
(4,456
|
)
|
|
4,984
|
|
|||
Income before income taxes
|
$
|
98,833
|
|
|
$
|
108,622
|
|
|
$
|
76,366
|
|
|
Fiscal Year Ended
|
||||||||||
|
December 28,
2019 |
|
December 29,
2018 |
|
December 30,
2017 |
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
13,366
|
|
|
$
|
17,627
|
|
|
$
|
17,555
|
|
State
|
5,004
|
|
|
3,676
|
|
|
1,691
|
|
|||
Foreign
|
6,941
|
|
|
10,732
|
|
|
7,355
|
|
|||
Total current income tax provision
|
$
|
25,311
|
|
|
$
|
32,035
|
|
|
$
|
26,601
|
|
Deferred
|
|
|
|
|
|
||||||
Federal
|
$
|
(9,345
|
)
|
|
$
|
(2,475
|
)
|
|
$
|
6,664
|
|
State
|
(1,783
|
)
|
|
(1,149
|
)
|
|
(2,470
|
)
|
|||
Foreign
|
(650
|
)
|
|
(7,781
|
)
|
|
(5,393
|
)
|
|||
Total deferred income tax provision
|
(11,778
|
)
|
|
(11,405
|
)
|
|
(1,199
|
)
|
|||
Total income tax provision
|
$
|
13,533
|
|
|
$
|
20,630
|
|
|
$
|
25,402
|
|
|
Fiscal Year Ended
|
||||||||||
|
December 28,
2019 |
|
December 29,
2018 |
|
December 30,
2017 |
||||||
Statutory federal income tax
|
$
|
20,755
|
|
|
$
|
22,812
|
|
|
$
|
26,728
|
|
State taxes (net of federal benefit)
|
3,999
|
|
|
4,312
|
|
|
2,089
|
|
|||
Federal and state credits
|
(8,152
|
)
|
|
(5,638
|
)
|
|
(4,486
|
)
|
|||
Domestic production activities deduction
|
—
|
|
|
—
|
|
|
(1,528
|
)
|
|||
Excess tax benefits relating to stock-based compensation
|
(6,468
|
)
|
|
(6,529
|
)
|
|
(11,709
|
)
|
|||
Tax Cuts and Jobs Act of 2017
|
—
|
|
|
2,127
|
|
|
11,861
|
|
|||
Foreign-derived intangible income deduction
|
(4,180
|
)
|
|
(2,678
|
)
|
|
—
|
|
|||
EMEA business restructuring
|
—
|
|
|
2,292
|
|
|
—
|
|
|||
Executive compensation
|
2,081
|
|
|
745
|
|
|
1,354
|
|
|||
Tax impact of foreign earnings
|
1,986
|
|
|
1,336
|
|
|
(636
|
)
|
|||
Change in valuation allowance
|
2,678
|
|
|
348
|
|
|
800
|
|
|||
Other
|
834
|
|
|
1,503
|
|
|
929
|
|
|||
|
$
|
13,533
|
|
|
$
|
20,630
|
|
|
$
|
25,402
|
|
|
December 28,
2019 |
|
December 29,
2018 |
||||
Deferred tax assets
|
|
|
|
||||
Revenue reserves
|
$
|
21,355
|
|
|
$
|
17,420
|
|
Accruals and other liabilities
|
8,225
|
|
|
7,844
|
|
||
Operating lease liabilities
|
14,117
|
|
|
—
|
|
||
Tax credits and net operating loss carryforwards
|
8,814
|
|
|
7,781
|
|
||
Stock-based compensation
|
4,981
|
|
|
4,975
|
|
||
Other
|
5,068
|
|
|
4,087
|
|
||
Gross deferred tax assets
|
62,560
|
|
|
42,107
|
|
||
Valuation allowance
|
(3,826
|
)
|
|
(1,148
|
)
|
||
Total deferred tax assets
|
58,734
|
|
|
40,959
|
|
||
Deferred tax liabilities
|
|
|
|
||||
Intangible assets
|
3,838
|
|
|
7,317
|
|
||
Operating lease right-of-use assets
|
13,249
|
|
|
—
|
|
||
Other
|
768
|
|
|
668
|
|
||
Total deferred tax liabilities
|
17,855
|
|
|
7,985
|
|
||
Net deferred tax assets
|
$
|
40,879
|
|
|
$
|
32,974
|
|
|
Fiscal Year Ended
|
||||||||||
|
December 28, 2019
|
|
December 29,
2018 |
|
December 30,
2017 |
||||||
Balance at beginning of period
|
$
|
7,119
|
|
|
$
|
4,590
|
|
|
$
|
5,146
|
|
Increase for tax positions related to the current year
|
770
|
|
|
2,891
|
|
|
580
|
|
|||
Increase for tax positions related to acquisition
|
—
|
|
|
1,493
|
|
|
—
|
|
|||
Increase (decrease) for tax positions related to prior years
|
(768
|
)
|
|
407
|
|
|
(523
|
)
|
|||
Decrease for settlements with applicable taxing authorities
|
—
|
|
|
(2,262
|
)
|
|
—
|
|
|||
Decrease for lapses of statute of limitations
|
—
|
|
|
—
|
|
|
(613
|
)
|
|||
Balance at end of period
|
$
|
7,121
|
|
|
$
|
7,119
|
|
|
$
|
4,590
|
|
18.
|
Industry Segment, Geographic Information and Significant Customers
|
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||
Domestic
|
$
|
603,618
|
|
|
$
|
560,995
|
|
|
$
|
452,563
|
|
International
|
610,392
|
|
|
531,589
|
|
|
431,348
|
|
|||
Total
|
$
|
1,214,010
|
|
|
$
|
1,092,584
|
|
|
$
|
883,911
|
|
19.
|
Quarterly Information (Unaudited)
|
|
Fiscal Quarter Ended
|
||||||||||||||||||||||||||||||
|
December 28,
2019 |
|
September 28,
2019 |
|
June 29,
2019 |
|
March 30,
2019 |
|
December 29,
2018 |
|
September 29,
2018 |
|
June 30,
2018 |
|
March 31,
2018 |
||||||||||||||||
Revenue
|
$
|
426,778
|
|
|
$
|
289,399
|
|
|
$
|
260,172
|
|
|
$
|
237,661
|
|
|
$
|
384,665
|
|
|
$
|
264,534
|
|
|
$
|
226,317
|
|
|
$
|
217,068
|
|
Gross profit
|
169,370
|
|
|
136,841
|
|
|
118,170
|
|
|
119,546
|
|
|
186,511
|
|
|
135,206
|
|
|
117,926
|
|
|
115,785
|
|
||||||||
Net income
|
20,041
|
|
|
35,532
|
|
|
7,207
|
|
|
22,520
|
|
|
25,191
|
|
|
31,929
|
|
|
10,471
|
|
|
20,401
|
|
||||||||
Diluted earnings per share
|
$
|
0.70
|
|
|
$
|
1.24
|
|
|
$
|
0.25
|
|
|
$
|
0.78
|
|
|
$
|
0.88
|
|
|
$
|
1.12
|
|
|
$
|
0.37
|
|
|
$
|
0.71
|
|
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
|
|
Share Purchase Agreement, dated as of July 25, 2017, by and among the Registrant, iRobot UK Ltd., Robopolis SAS, the shareholders of Robopolis SAS named therein, and the Shareholders’ Representative named therein (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on July 26, 2017 and incorporated by reference herein)
|
|
|
Form of Second Amended and Restated Certificate of Incorporation of the Registrant dated November 15, 2005
|
|
|
Amended and Restated By-laws of the Registrant (filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on March 9, 2016 and incorporated by reference herein)
|
|
|
Specimen Stock Certificate for shares of the Registrant’s Common Stock
|
|
|
Description of the Registrant's securities registered under Section 12 of the Securities Exchange Act of 1934
|
|
|
Form of Indemnification Agreement between the Registrant and its Directors and Executive Officers
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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)
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Employment Agreement between the Registrant and Colin Angle, dated as of January 1, 1997
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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)
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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)
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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 10.6 to the Registrant’s Annual Report on Form 10-K for the year ended December 30, 2017 and incorporated by reference herein)
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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)
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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)
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Manufacturing Services Agreement between the Registrant and Jabil Circuit, Inc., dated as of March 18, 2010 (as amended to date) (filed as Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K for the year ended December 30, 2017 and incorporated by reference herein)
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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)
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First Amendment to Amended and Restated Credit Agreement between the Registrant and Bank of America N.A., dated June 29, 2018 (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 5, 2018 and incorporated by reference herein)
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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)
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First Amendment to Amended and Restated Reimbursement Agreement between the Registrant and Bank of America N.A., dated June 29, 2018 (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on July 5, 2018 and incorporated by reference herein)
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Manufacturing Services Agreement between the Registrant and Kin Yat Industrial Company Limited, dated as of January 22, 2014 (filed as Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K for the year ended December 29, 2018 and incorporated by reference herein)
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2015 Stock Option and Incentive Plan and forms of agreements thereunder (filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 27, 2015 and incorporated by reference herein)
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Form of Performance-Based Restricted Stock Unit Award Agreement under the 2015 Stock Option Incentive Plan (filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended April 2, 2016 and incorporated by reference herein)
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iRobot Corporation 2017 Employee Stock Purchase Plan (filed as Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K for the year ended December 30, 2017 and incorporated by reference herein)
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iRobot Corporation 2018 Stock Option and Incentive Plan (filed as Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 filed on June 7, 2018 (File No. 333-225482) and incorporated by reference herein)
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iRobot Corporation Senior Executive Incentive Compensation Plan as Amended and Restated (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2019 and incorporated by reference herein)
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Subsidiaries of the Registrant
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Consent of PricewaterhouseCoopers LLP
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24.1
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Power of Attorney (incorporated by reference to the signature page of this report on Form 10-K)
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Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934
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Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934
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Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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101.SCH*
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Inline XBRL Taxonomy Extension Schema Document
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101.CAL*
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|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
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101.LAB*
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|
Inline XBRL Taxonomy Extension Label Linkbase Document
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101.PRE*
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|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
101.DEF*
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|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
104*
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|
Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*)
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†
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Indicates a management contract or any compensatory plan, contract or arrangement.
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#
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Confidential treatment requested for portions of this document.
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(1)
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Incorporated by reference herein to the exhibits to the Company’s Registration Statement on Form S-1 (File No. 333-126907)
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*
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Filed herewith
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**
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Furnished herewith
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iROBOT CORPORATION
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||
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By:
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/s/ Colin M. Angle
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Colin M. Angle
Chairman of the Board,
Chief Executive Officer and Director
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Signature
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Title(s)
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/s/ COLIN M. ANGLE
|
Chairman of the Board, Chief Executive Officer and Director
(Principal Executive Officer)
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Colin M. Angle
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/s/ ALISON DEAN
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Executive Vice President, Chief Financial Officer and
Treasurer (Principal Financial and Accounting Officer)
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Alison Dean
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/s/ MOHAMAD ALI
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Director
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Mohamad Ali
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/s/ MICHAEL BELL
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Director
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Michael Bell
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/s/ DEBORAH G. ELLINGER
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Director
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Deborah G. Ellinger
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/s/ ELISHA FINNEY
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Director
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Elisha Finney
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/s/ RUEY-BIN KAO
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Director
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Ruey-Bin Kao
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/s/ EVA MANOLIS
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Director
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Eva Manolis
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/s/ ANDREW MILLER
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Director
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Andrew Miller
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/s/ MICHELLE V. STACY
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Director
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Michelle V. Stacy
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•
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Classified Board of Directors: In accordance with the terms of our Charter, our Board is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. The classification of the Board may have the effect of making it more difficult for stockholders to change the composition of the Board.
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•
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No cumulative voting. The DGCL provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless the Charter specifically authorizes cumulative voting. Our Charter does not authorize cumulative voting.
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•
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Requirements for removal of directors. Our Charter provides that directors may be removed only for cause and only with the affirmative vote of the holders of 75% or more of the shares then entitled to vote at an election of directors. Any vacancy on the Board must be filled only by the remaining directors then in office.
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•
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Special meeting of stockholders. Our Charter provides that special meetings of the stockholders may be called only by the Board acting pursuant to a resolution approved by the affirmative vote of a majority of the directors then in office.
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•
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No stockholder action by written consent. Our Charter provides that stockholder action can be taken only at an annual or special meeting of stockholders and cannot be taken by written consent in lieu of a meeting.
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•
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Stockholder advance notice procedures. Our Bylaws establish advance notice procedures with respect to stockholders proposals and the nominations of candidates for election as directors. These provisions may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed.
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•
|
Supermajority approval requirements. Certain provisions of the Charter contain supermajority voting provisions. Specifically, the approval of the holders of 75% or more of the outstanding shares of the Company is required to: remove a director from office prior to the expiration of his or her term with cause; amend or repeal the Bylaws; or amend or repeal certain articles of the Charter, which address, among other things, actions by written consent of stockholders, special meetings of stockholders requirements and procedures for electing and removing board members and filling vacancies, limitation of liability of directors, by-law amendments, and amendments of the Charter.
|
•
|
Authorized but Unissued Shares. Our authorized but unissued shares of Common Stock and Preferred Stock are available for future issuance without stockholder approval. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of Common Stock and Preferred Stock could render more difficult or discourage an attempt to obtain control of a majority of our Common Stock by means of a proxy contest, tender offer, merger or otherwise.
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•
|
Prior to the time the shareholder became an interested shareholder, the board of directors of the corporation approved either the business combination or the transaction that resulted in the shareholder becoming an interested shareholder;
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•
|
Upon consummation of the transaction that resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, exclusive of shares owned by directors who are also officers and by certain employee stock plans; or
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•
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At or subsequent to such time, the business combination is approved by the board of directors and authorized at an annual or special meeting of the shareholders by the affirmative vote of at least two-thirds of the outstanding voting stock that is not owned by the interested shareholder.
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Subsidiary Legal Name
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Jurisdiction of Incorporation/Formation
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iRobot Securities Corporation
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Massachusetts
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iRobot US Holdings Inc.
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Delaware
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iRobot Holdings LLC.
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Delaware
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iRobot (India) Private Limited
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India
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Guangzhou iRobot Technology Consulting Company Limited
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China
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Shanghai iRobot Robot Trading Co., Ltd.
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China
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iRobot (HK) Limited
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Hong Kong
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iRobot Japan G.K.
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Japan
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iRobot UK Ltd.
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United Kingdom
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iRobot France SAS
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France
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iRobot Belgium SPRL
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Belgium
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iRobot Portugal, Unipessoal Lda
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Portugal
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iRobot Austria GmbH
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Austria
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iRobot Germany GmbH
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Germany
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iRobot Netherlands B.V.
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Netherlands
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iRobot Iberia SL
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Spain
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1.
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I have reviewed this Annual Report on Form 10-K of iRobot Corporation;
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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;
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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/ COLIN M. ANGLE
|
|
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, 2020
|
/s/ COLIN M. ANGLE
|
|
|
Colin M. Angle
Chief Executive Officer
|
|
|
|
Dated
|
February 13, 2020
|
/s/ ALISON DEAN
|
|
|
Alison Dean
Chief Financial Officer
|