Delaware
|
|
38-4061754
|
(State or other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification Number)
|
|
|
|
350 East Plumeria Drive
San Jose, California 95134
|
|
95134
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Item 1.
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 5.
|
||
Item 6.
|
||
|
Item 1.
|
Financial Statements
|
|
As of
|
||||||
|
July 1,
2018 |
|
December 31,
2017 |
||||
|
(In thousands)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
133
|
|
|
$
|
108
|
|
Accounts receivable, net
|
111,113
|
|
|
157,680
|
|
||
Inventories
|
123,195
|
|
|
82,952
|
|
||
Prepaid expenses and other current assets
|
6,573
|
|
|
3,018
|
|
||
Total current assets
|
241,014
|
|
|
243,758
|
|
||
Property and equipment, net
|
12,389
|
|
|
3,883
|
|
||
Intangibles, net
|
3,585
|
|
|
4,348
|
|
||
Goodwill
|
15,638
|
|
|
15,638
|
|
||
Other non-current assets
|
3,440
|
|
|
2,193
|
|
||
Total assets
|
$
|
276,066
|
|
|
$
|
269,820
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
25,518
|
|
|
$
|
20,711
|
|
Deferred revenue
|
25,833
|
|
|
34,072
|
|
||
Accrued liabilities
|
96,486
|
|
|
76,097
|
|
||
Total current liabilities
|
147,837
|
|
|
130,880
|
|
||
Non-current deferred revenue
|
16,556
|
|
|
13,332
|
|
||
Non-current income taxes payable
|
230
|
|
|
189
|
|
||
Total liabilities
|
164,623
|
|
|
144,401
|
|
||
Commitments and contingencies (Note 8)
|
|
|
|
|
|
||
Equity:
|
|
|
|
||||
Net parent investment
|
111,443
|
|
|
125,419
|
|
||
Total equity
|
111,443
|
|
|
125,419
|
|
||
Total liabilities and equity
|
$
|
276,066
|
|
|
$
|
269,820
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
July 1,
2018 |
|
July 2,
2017 |
|
July 1,
2018 |
|
July 2,
2017 |
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Revenue
|
$
|
110,948
|
|
|
$
|
79,194
|
|
|
$
|
211,586
|
|
|
$
|
140,997
|
|
Cost of revenue
|
82,654
|
|
|
62,482
|
|
|
154,239
|
|
|
107,932
|
|
||||
Gross profit
|
28,294
|
|
|
16,712
|
|
|
57,347
|
|
|
33,065
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Research and development
|
13,804
|
|
|
8,613
|
|
|
25,829
|
|
|
16,597
|
|
||||
Sales and marketing
|
13,068
|
|
|
7,363
|
|
|
24,280
|
|
|
13,084
|
|
||||
General and administrative
|
6,318
|
|
|
3,344
|
|
|
11,196
|
|
|
6,089
|
|
||||
Separation expense
|
11,269
|
|
|
—
|
|
|
17,826
|
|
|
—
|
|
||||
Total operating expenses
|
44,459
|
|
|
19,320
|
|
|
79,131
|
|
|
35,770
|
|
||||
Loss from operations
|
(16,165
|
)
|
|
(2,608
|
)
|
|
(21,784
|
)
|
|
(2,705
|
)
|
||||
Other income (expense), net
|
(1,369
|
)
|
|
593
|
|
|
(794
|
)
|
|
933
|
|
||||
Loss before income taxes
|
(17,534
|
)
|
|
(2,015
|
)
|
|
(22,578
|
)
|
|
(1,772
|
)
|
||||
Provision for income taxes
|
288
|
|
|
137
|
|
|
607
|
|
|
356
|
|
||||
Net loss
|
$
|
(17,822
|
)
|
|
$
|
(2,152
|
)
|
|
$
|
(23,185
|
)
|
|
$
|
(2,128
|
)
|
Net loss per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.29
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(0.03
|
)
|
Diluted
|
$
|
(0.29
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(0.03
|
)
|
Weighted average shares used to compute net loss per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
62,500
|
|
|
62,500
|
|
|
62,500
|
|
|
62,500
|
|
||||
Diluted
|
62,500
|
|
|
62,500
|
|
|
62,500
|
|
|
62,500
|
|
|
Six Months Ended
|
||||||
|
July 1,
2018 |
|
July 2,
2017 |
||||
|
(In thousands)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(23,185
|
)
|
|
$
|
(2,128
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Depreciation and amortization
|
1,956
|
|
|
1,905
|
|
||
Stock-based compensation
|
1,899
|
|
|
1,352
|
|
||
Deferred income taxes
|
—
|
|
|
(132
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable, net
|
47,395
|
|
|
4,322
|
|
||
Inventories
|
(40,620
|
)
|
|
(22,610
|
)
|
||
Prepaid expenses and other assets
|
(4,558
|
)
|
|
461
|
|
||
Accounts payable
|
4,385
|
|
|
(8,511
|
)
|
||
Deferred revenue
|
4,553
|
|
|
6,558
|
|
||
Accrued liabilities
|
5,396
|
|
|
2,731
|
|
||
Income taxes payable
|
41
|
|
|
488
|
|
||
Net cash used in operating activities
|
(2,738
|
)
|
|
(15,564
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property and equipment
|
(7,534
|
)
|
|
(1,132
|
)
|
||
Payments made in connection with business acquisition, net of cash acquired
|
—
|
|
|
(737
|
)
|
||
Net cash used in investing activities
|
(7,534
|
)
|
|
(1,869
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Net investment from parent
|
10,297
|
|
|
17,254
|
|
||
Net cash provided by financing activities
|
10,297
|
|
|
17,254
|
|
||
Net increase (decrease) in cash and cash equivalents
|
25
|
|
|
(179
|
)
|
||
Cash and cash equivalents, at beginning of period
|
108
|
|
|
220
|
|
||
Cash and cash equivalents, at end of period
|
$
|
133
|
|
|
$
|
41
|
|
|
|
|
|
||||
Non-cash investing activities:
|
|
|
|
||||
Purchases and transfers of property and equipment
|
$
|
2,166
|
|
|
$
|
360
|
|
Note 1.
|
The Company and Basis of Presentation
|
Note 2.
|
Summary of Significant Accounting Policies
|
Note 3.
|
Revenue Recognition
|
|
As of
|
|
Adjustments
|
|
As of
|
||||||
|
December 31,
2017 |
|
|
January 1,
2018 |
|||||||
|
(In thousands)
|
||||||||||
Assets:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
$
|
157,680
|
|
|
$
|
827
|
|
|
$
|
158,507
|
|
Inventories
|
$
|
82,952
|
|
|
$
|
(377
|
)
|
|
$
|
82,575
|
|
Other non-current assets
|
$
|
2,193
|
|
|
$
|
244
|
|
|
$
|
2,437
|
|
Liabilities:
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
20,711
|
|
|
$
|
(48
|
)
|
|
$
|
20,663
|
|
Deferred revenue
|
$
|
34,072
|
|
|
$
|
(9,326
|
)
|
|
$
|
24,746
|
|
Accrued liabilities
|
$
|
76,097
|
|
|
$
|
13,370
|
|
|
$
|
89,467
|
|
Non-current deferred revenue
|
$
|
13,332
|
|
|
$
|
(241
|
)
|
|
$
|
13,091
|
|
Equity:
|
|
|
|
|
|
||||||
Net parent investment
|
$
|
125,419
|
|
|
$
|
(3,061
|
)
|
|
$
|
122,358
|
|
|
As reported
|
|
Adjustments
|
|
Balance without adoption of ASC 606
|
||||||
|
(In thousands)
|
||||||||||
Assets
|
|
|
|
|
|
||||||
Accounts receivable, net
|
$
|
111,113
|
|
|
$
|
(4,796
|
)
|
|
$
|
106,317
|
|
Inventories
|
$
|
123,195
|
|
|
$
|
347
|
|
|
$
|
123,542
|
|
Other non-current assets
|
$
|
3,440
|
|
|
$
|
(280
|
)
|
|
$
|
3,160
|
|
Liabilities:
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
25,518
|
|
|
$
|
14
|
|
|
$
|
25,532
|
|
Deferred revenue
|
$
|
25,833
|
|
|
$
|
5,536
|
|
|
$
|
31,369
|
|
Accrued liabilities
|
$
|
96,486
|
|
|
$
|
(16,422
|
)
|
|
$
|
80,064
|
|
Non-current deferred revenue
|
$
|
16,556
|
|
|
$
|
689
|
|
|
$
|
17,245
|
|
Equity:
|
|
|
|
|
|
||||||
Net parent investment
|
$
|
111,443
|
|
|
$
|
5,454
|
|
|
$
|
116,897
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||
|
As reported
|
|
Adjustments
|
|
Balance without adoption of ASC 606
|
|
As reported
|
|
Adjustments
|
|
Balance without adoption of ASC 606
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Revenue
|
$
|
110,948
|
|
|
$
|
219
|
|
|
$
|
111,167
|
|
|
$
|
211,586
|
|
|
$
|
2,459
|
|
|
$
|
214,045
|
|
Cost of revenue
|
$
|
82,654
|
|
|
$
|
(37
|
)
|
|
$
|
82,617
|
|
|
$
|
154,239
|
|
|
$
|
30
|
|
|
$
|
154,269
|
|
Gross profit
|
$
|
28,294
|
|
|
$
|
256
|
|
|
$
|
28,550
|
|
|
$
|
57,347
|
|
|
$
|
2,429
|
|
|
$
|
59,776
|
|
Provision for income taxes
|
$
|
288
|
|
|
$
|
115
|
|
|
$
|
403
|
|
|
$
|
607
|
|
|
$
|
36
|
|
|
$
|
643
|
|
Net loss
|
$
|
(17,822
|
)
|
|
$
|
141
|
|
|
$
|
(17,681
|
)
|
|
$
|
(23,185
|
)
|
|
$
|
2,393
|
|
|
$
|
(20,792
|
)
|
|
|
1 year
|
|
2 years
|
|
Greater than 2 years
|
|
Total
|
||||||||
|
|
(In thousands)
|
||||||||||||||
Performance obligations
|
|
$
|
37,738
|
|
|
$
|
10,194
|
|
|
$
|
6,691
|
|
|
$
|
54,623
|
|
Note 4.
|
Business Acquisition
|
Cash and cash equivalents
|
$
|
8
|
|
Accounts receivable
|
11
|
|
|
Prepaid expenses and other current assets
|
130
|
|
|
Property and equipment
|
83
|
|
|
Intangibles
|
6,000
|
|
|
Goodwill
|
3,742
|
|
|
Accounts payable
|
(40
|
)
|
|
Accrued liabilities
|
(74
|
)
|
|
Deferred tax liabilities
|
(308
|
)
|
|
Total purchase price
|
$
|
9,552
|
|
|
Year Ended December 31, 2016
|
||
Revenue
|
$
|
184,744
|
|
Net loss
|
(18,258
|
)
|
Note 5.
|
Balance Sheet Components
|
|
As of
|
||||||
|
July 1,
2018 |
|
December 31,
2017 |
||||
|
(In thousands)
|
||||||
Gross accounts receivable
|
$
|
111,320
|
|
|
$
|
164,157
|
|
Allowance for doubtful accounts
|
(207
|
)
|
|
(207
|
)
|
||
Allowance for sales returns
|
—
|
|
*
|
(5,868
|
)
|
||
Allowance for price protection
|
—
|
|
*
|
(402
|
)
|
||
Total allowances
|
(207
|
)
|
|
(6,477
|
)
|
||
Total accounts receivable, net
|
$
|
111,113
|
|
|
$
|
157,680
|
|
|
As of
|
||||||
|
July 1,
2018 |
|
December 31,
2017 |
||||
|
(In thousands)
|
||||||
Machinery and equipment
|
$
|
8,290
|
|
|
$
|
6,067
|
|
Computer equipment
|
4,798
|
|
|
50
|
|
||
Software
|
2,791
|
|
|
180
|
|
||
Leasehold improvements
|
548
|
|
|
530
|
|
||
Furniture and fixtures
|
408
|
|
|
443
|
|
||
Total property and equipment, gross
|
16,835
|
|
|
7,270
|
|
||
Accumulated depreciation and amortization
|
(4,446
|
)
|
|
(3,387
|
)
|
||
Total property and equipment, net
|
$
|
12,389
|
|
|
$
|
3,883
|
|
|
As of July 1, 2018
|
|
As of December 31, 2017
|
||||||||||||||||||||
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Technology
|
$
|
9,800
|
|
|
$
|
(6,477
|
)
|
|
$
|
3,323
|
|
|
$
|
9,800
|
|
|
$
|
(5,790
|
)
|
|
$
|
4,010
|
|
Customer contracts and relationships
|
1,400
|
|
|
(1,400
|
)
|
|
—
|
|
|
1,400
|
|
|
(1,400
|
)
|
|
—
|
|
||||||
Other
|
800
|
|
|
(538
|
)
|
|
262
|
|
|
800
|
|
|
(462
|
)
|
|
338
|
|
||||||
Total intangibles, net
|
$
|
12,000
|
|
|
$
|
(8,415
|
)
|
|
$
|
3,585
|
|
|
$
|
12,000
|
|
|
$
|
(7,652
|
)
|
|
$
|
4,348
|
|
2018 (remaining six months)
|
$
|
762
|
|
2019
|
1,517
|
|
|
2020
|
1,306
|
|
|
Total estimated amortization expense
|
$
|
3,585
|
|
As of December 31, 2017
|
$
|
15,638
|
|
As of July 1, 2018
|
$
|
15,638
|
|
|
As of
|
||||||
|
July 1,
2018 |
|
December 31, 2017
|
||||
|
(In thousands)
|
||||||
Non-current deferred income taxes
|
$
|
1,109
|
|
|
$
|
865
|
|
Other
|
2,331
|
|
|
1,328
|
|
||
Total other non-current assets
|
$
|
3,440
|
|
|
$
|
2,193
|
|
|
As of
|
||||||
|
July 1,
2018 |
|
December 31,
2017 |
||||
|
(In thousands)
|
||||||
Sales and marketing
|
$
|
39,230
|
|
|
$
|
31,613
|
|
Warranty obligation
|
3,487
|
|
*
|
31,756
|
|
||
Sales returns
|
26,581
|
|
*
|
—
|
|
||
Freight
|
2,704
|
|
|
3,862
|
|
||
Accrued employee compensation
|
6,038
|
|
|
3,184
|
|
||
Other
|
18,446
|
|
|
5,682
|
|
||
Total accrued liabilities
|
$
|
96,486
|
|
|
$
|
76,097
|
|
Note 6.
|
Net Income (Loss) Per Share
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
July 1, 2018
|
|
July 2, 2017
|
|
July 1, 2018
|
|
July 2, 2017
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(17,822
|
)
|
|
$
|
(2,152
|
)
|
|
$
|
(23,185
|
)
|
|
$
|
(2,128
|
)
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares - basic
|
62,500
|
|
|
62,500
|
|
|
62,500
|
|
|
62,500
|
|
||||
Weighted average common shares - dilutive
|
62,500
|
|
|
62,500
|
|
|
62,500
|
|
|
62,500
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic net loss per share
|
$
|
(0.29
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(0.03
|
)
|
Diluted net loss per share
|
$
|
(0.29
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(0.03
|
)
|
Note 7.
|
Income Taxes
|
Note 8.
|
Commitments and Contingencies
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
July 1,
2018 |
|
July 2,
2017 |
|
July 1,
2018 |
|
July 2,
2017 |
||||||||
|
(In thousands)
|
||||||||||||||
Balance at the beginning of the period
|
$
|
3,487
|
|
|
$
|
17,600
|
|
|
$
|
31,756
|
|
|
$
|
15,949
|
|
Reclassified to sales returns upon adoption of ASC 606
|
—
|
|
|
—
|
|
|
(28,713
|
)
|
*
|
—
|
|
||||
Provision for warranty obligation made during the period
|
189
|
|
|
10,857
|
|
|
822
|
|
|
20,184
|
|
||||
Settlements made during the period
|
(189
|
)
|
|
(10,457
|
)
|
|
(378
|
)
|
|
(18,133
|
)
|
||||
Balance at the end of the period
|
$
|
3,487
|
|
|
$
|
18,000
|
|
|
$
|
3,487
|
|
|
$
|
18,000
|
|
Note 9.
|
Employee Benefit Plans
|
|
Number of shares
|
|
Weighted Average Exercise Price Per Share
|
|||
|
(In thousands)
|
|
(In dollars)
|
|||
Outstanding as of December 31, 2017
|
78
|
|
|
$
|
35.56
|
|
Granted
|
25
|
|
|
$
|
70.15
|
|
Exercised
|
(1
|
)
|
|
$
|
35.03
|
|
Expired
|
(2
|
)
|
|
$
|
15.22
|
|
Other
|
3
|
|
|
$
|
36.80
|
|
Outstanding as of July 1, 2018
|
103
|
|
|
$
|
44.31
|
|
|
Number of shares
|
|
Weighted Average Grant Date Fair Value Per Share
|
|||
|
(In thousands)
|
|
(In dollars)
|
|||
Outstanding as of December 31, 2017
|
132
|
|
|
$
|
45.54
|
|
Granted
|
89
|
|
|
$
|
67.17
|
|
Vested
|
(35
|
)
|
|
$
|
42.31
|
|
Cancelled
|
(2
|
)
|
|
$
|
45.30
|
|
Other
|
(1
|
)
|
|
$
|
52.85
|
|
Outstanding as of July 1, 2018
|
183
|
|
|
$
|
56.56
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||
|
Stock Options
|
|
ESPP
|
|
Stock Options
|
|
ESPP
|
||||||||||||||
|
July 1,
2018 |
|
July 2,
2017 |
|
July 1,
2018 |
|
July 2,
2017 |
|
July 1,
2018 |
|
July 2,
2017 |
|
July 1,
2018 |
|
July 2,
2017 |
||||||
Expected life (in years)
|
NA
|
|
|
4.4
|
|
|
NA
|
|
NA
|
|
4.4
|
|
|
4.4
|
|
|
0.5
|
|
|
0.5
|
|
Risk-free interest rate
|
NA
|
|
|
1.65
|
%
|
|
NA
|
|
NA
|
|
2.32
|
%
|
|
1.65
|
%
|
|
1.81
|
%
|
|
0.66
|
%
|
Expected volatility
|
NA
|
|
|
31.6
|
%
|
|
NA
|
|
NA
|
|
30.9
|
%
|
|
31.6
|
%
|
|
37.1
|
%
|
|
27.6
|
%
|
Dividend yield
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Three Months Ended
|
||||||||||||||||||||||
|
July 1, 2018
|
|
July 2, 2017
|
||||||||||||||||||||
|
Direct
|
|
Indirect
|
|
Total
|
|
Direct
|
|
Indirect
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Cost of revenue
|
$
|
54
|
|
|
$
|
293
|
|
|
$
|
347
|
|
|
$
|
25
|
|
|
$
|
142
|
|
|
$
|
167
|
|
Research and development
|
750
|
|
|
227
|
|
|
977
|
|
|
607
|
|
|
110
|
|
|
717
|
|
||||||
Sales and marketing
|
243
|
|
|
539
|
|
|
782
|
|
|
42
|
|
|
221
|
|
|
263
|
|
||||||
General and administrative
|
—
|
|
|
1,146
|
|
|
1,146
|
|
|
—
|
|
|
594
|
|
|
594
|
|
||||||
Total stock-based compensation
|
$
|
1,047
|
|
|
$
|
2,205
|
|
|
$
|
3,252
|
|
|
$
|
674
|
|
|
$
|
1,067
|
|
|
$
|
1,741
|
|
|
Six Months Ended
|
||||||||||||||||||||||
|
July 1, 2018
|
|
July 2, 2017
|
||||||||||||||||||||
|
Direct
|
|
Indirect
|
|
Total
|
|
Direct
|
|
Indirect
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Cost of revenue
|
$
|
100
|
|
|
$
|
583
|
|
|
$
|
683
|
|
|
$
|
48
|
|
|
$
|
251
|
|
|
$
|
299
|
|
Research and development
|
1,314
|
|
|
396
|
|
|
1,710
|
|
|
1,231
|
|
|
193
|
|
|
1,424
|
|
||||||
Sales and marketing
|
485
|
|
|
969
|
|
|
1,454
|
|
|
73
|
|
|
347
|
|
|
420
|
|
||||||
General and administrative
|
—
|
|
|
2,100
|
|
|
2,100
|
|
|
—
|
|
|
1,045
|
|
|
1,045
|
|
||||||
Total stock-based compensation
|
$
|
1,899
|
|
|
$
|
4,048
|
|
|
$
|
5,947
|
|
|
$
|
1,352
|
|
|
$
|
1,836
|
|
|
$
|
3,188
|
|
Note 10.
|
Segment and Geographic Information
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
July 1,
2018 |
|
July 2,
2017 |
|
July 1,
2018 |
|
July 2,
2017 |
||||||||
|
(In thousands)
|
||||||||||||||
United States (U.S.)
|
$
|
83,118
|
|
|
$
|
65,246
|
|
|
$
|
155,562
|
|
|
$
|
107,977
|
|
Americas (excluding U.S.)
|
3,563
|
|
|
2,703
|
|
|
5,842
|
|
|
4,945
|
|
||||
EMEA
|
19,390
|
|
|
8,881
|
|
|
38,656
|
|
|
20,229
|
|
||||
APAC
|
4,877
|
|
|
2,364
|
|
|
11,526
|
|
|
$
|
7,846
|
|
|||
Total revenue
|
$
|
110,948
|
|
|
$
|
79,194
|
|
|
$
|
211,586
|
|
|
$
|
140,997
|
|
|
As of
|
||||||
|
July 1,
2018 |
|
December 31,
2017 |
||||
|
(In thousands)
|
||||||
United States (“U.S.”)
|
$
|
10,232
|
|
|
$
|
2,053
|
|
Americas (excluding U.S.)
|
153
|
|
|
61
|
|
||
EMEA
|
200
|
|
|
1
|
|
||
China
|
1,742
|
|
|
1,702
|
|
||
APAC (excluding China)
|
62
|
|
|
66
|
|
||
Total property and equipment, net
|
$
|
12,389
|
|
|
$
|
3,883
|
|
Note 11.
|
Related Party Transactions
|
Note 12.
|
Subsequent Events
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||
|
July 1, 2018
|
|
% Change
|
|
July 2, 2017
|
|
July 1, 2018
|
|
% Change
|
|
July 2, 2017
|
||||||||||
|
(In thousands, except percentage data)
|
||||||||||||||||||||
Registered users
|
2,204
|
|
|
103.1
|
%
|
|
1,085
|
|
|
2,204
|
|
|
103.1
|
%
|
|
1,085
|
|
||||
Devices shipped
|
1,043
|
|
|
32.4
|
%
|
|
788
|
|
|
1,948
|
|
|
41.1
|
%
|
|
1,381
|
|
||||
Service revenue
|
$
|
9,048
|
|
|
37.8
|
%
|
|
$
|
6,566
|
|
|
$
|
17,255
|
|
|
40.2
|
%
|
|
$
|
12,306
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||||||
|
July 1,
2018 |
|
July 2,
2017 |
|
July 1,
2018 |
|
July 2,
2017 |
||||||||||||||||||||
|
(In thousands, except percentage data)
|
||||||||||||||||||||||||||
Revenue
|
$
|
110,948
|
|
|
100.0
|
%
|
|
$
|
79,194
|
|
|
100.0
|
%
|
|
$
|
211,586
|
|
|
100.0
|
%
|
|
$
|
140,997
|
|
|
100.0
|
%
|
Cost of revenue
|
82,654
|
|
|
74.5
|
%
|
|
62,482
|
|
|
78.9
|
%
|
|
154,239
|
|
|
72.9
|
%
|
|
107,932
|
|
|
76.5
|
%
|
||||
Gross profit
|
28,294
|
|
|
25.5
|
%
|
|
16,712
|
|
|
21.1
|
%
|
|
57,347
|
|
|
27.1
|
%
|
|
33,065
|
|
|
23.5
|
%
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Research and development
|
13,804
|
|
|
12.4
|
%
|
|
8,613
|
|
|
10.9
|
%
|
|
25,829
|
|
|
12.2
|
%
|
|
16,597
|
|
|
11.8
|
%
|
||||
Sales and marketing
|
13,068
|
|
|
11.8
|
%
|
|
7,363
|
|
|
9.3
|
%
|
|
24,280
|
|
|
11.5
|
%
|
|
13,084
|
|
|
9.3
|
%
|
||||
General and administrative
|
6,318
|
|
|
5.7
|
%
|
|
3,344
|
|
|
4.2
|
%
|
|
11,196
|
|
|
5.3
|
%
|
|
6,089
|
|
|
4.3
|
%
|
||||
Separation expense
|
11,269
|
|
|
10.2
|
%
|
|
—
|
|
|
—
|
%
|
|
17,826
|
|
|
8.4
|
%
|
|
—
|
|
|
—
|
%
|
||||
Total operating expenses
|
44,459
|
|
|
40.1
|
%
|
|
19,320
|
|
|
24.4
|
%
|
|
79,131
|
|
|
37.4
|
%
|
|
35,770
|
|
|
25.4
|
%
|
||||
Loss from operations
|
(16,165
|
)
|
|
(14.6
|
)%
|
|
(2,608
|
)
|
|
(3.3
|
)%
|
|
(21,784
|
)
|
|
(10.3
|
)%
|
|
(2,705
|
)
|
|
(1.9
|
)%
|
||||
Other income (expense), net
|
(1,369
|
)
|
|
(1.2
|
)%
|
|
593
|
|
|
0.8
|
%
|
|
(794
|
)
|
|
(0.4
|
)%
|
|
933
|
|
|
0.6
|
%
|
||||
Loss before income taxes
|
(17,534
|
)
|
|
(15.8
|
)%
|
|
(2,015
|
)
|
|
(2.5
|
)%
|
|
(22,578
|
)
|
|
(10.7
|
)%
|
|
(1,772
|
)
|
|
(1.3
|
)%
|
||||
Provision for income taxes
|
288
|
|
|
0.3
|
%
|
|
137
|
|
|
0.2
|
%
|
|
607
|
|
|
0.3
|
%
|
|
356
|
|
|
0.2
|
%
|
||||
Net loss
|
$
|
(17,822
|
)
|
|
(16.1
|
)%
|
|
$
|
(2,152
|
)
|
|
(2.7
|
)%
|
|
$
|
(23,185
|
)
|
|
(11.0
|
)%
|
|
$
|
(2,128
|
)
|
|
(1.5
|
)%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||
|
July 1,
2018 |
|
% Change
|
|
July 2,
2017 |
|
July 1,
2018 |
|
% Change
|
|
July 2,
2017 |
||||||||||
|
(In thousands, except percentage data)
|
||||||||||||||||||||
Americas
|
$
|
86,681
|
|
|
27.6
|
%
|
|
$
|
67,949
|
|
|
$
|
161,404
|
|
|
42.9
|
%
|
|
$
|
112,922
|
|
Percentage of revenue
|
78.1
|
%
|
|
|
|
85.8
|
%
|
|
76.3
|
%
|
|
|
|
80.1
|
%
|
||||||
EMEA
|
$
|
19,390
|
|
|
118.3
|
%
|
|
$
|
8,881
|
|
|
$
|
38,656
|
|
|
91.1
|
%
|
|
$
|
20,229
|
|
Percentage of revenue
|
17.5
|
%
|
|
|
|
11.2
|
%
|
|
18.3
|
%
|
|
|
|
14.3
|
%
|
||||||
APAC
|
$
|
4,877
|
|
|
106.3
|
%
|
|
$
|
2,364
|
|
|
$
|
11,526
|
|
|
46.9
|
%
|
|
$
|
7,846
|
|
Percentage of revenue
|
4.4
|
%
|
|
|
|
3.0
|
%
|
|
5.4
|
%
|
|
|
|
5.6
|
%
|
||||||
Total revenue
|
$
|
110,948
|
|
|
40.1
|
%
|
|
$
|
79,194
|
|
|
$
|
211,586
|
|
|
50.1
|
%
|
|
$
|
140,997
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||
|
July 1,
2018 |
|
% Change
|
|
July 2,
2017 |
|
July 1,
2018 |
|
% Change
|
|
July 2,
2017 |
||||||||||
|
(In thousands, except percentage data)
|
||||||||||||||||||||
Cost of revenue
|
$
|
82,654
|
|
|
32.3
|
%
|
|
$
|
62,482
|
|
|
$
|
154,239
|
|
|
42.9
|
%
|
|
$
|
107,932
|
|
Gross margin
|
25.5
|
%
|
|
|
|
21.1
|
%
|
|
27.1
|
%
|
|
|
|
23.5
|
%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||
|
July 1,
2018 |
|
% Change
|
|
July 2,
2017 |
|
July 1,
2018 |
|
% Change
|
|
July 2,
2017 |
||||||||||
|
(In thousands, except percentage data)
|
||||||||||||||||||||
Research and development expense
|
$
|
13,804
|
|
|
60.3
|
%
|
|
$
|
8,613
|
|
|
$
|
25,829
|
|
|
55.6
|
%
|
|
$
|
16,597
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||
|
July 1,
2018 |
|
% Change
|
|
July 2,
2017 |
|
July 1,
2018 |
|
% Change
|
|
July 2,
2017 |
||||||||||
|
(In thousands, except percentage data)
|
||||||||||||||||||||
Sales and marketing expense
|
$
|
13,068
|
|
|
77.5
|
%
|
|
$
|
7,363
|
|
|
$
|
24,280
|
|
|
85.6
|
%
|
|
$
|
13,084
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||
|
July 1,
2018 |
|
% Change
|
|
July 2,
2017 |
|
July 1,
2018 |
|
% Change
|
|
July 2,
2017 |
||||||||||
|
(In thousands, except percentage data)
|
||||||||||||||||||||
General and administrative expense
|
$
|
6,318
|
|
|
88.9
|
%
|
|
$
|
3,344
|
|
|
$
|
11,196
|
|
|
83.9
|
%
|
|
$
|
6,089
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||
|
July 1,
2018 |
|
% Change
|
|
July 2,
2017 |
|
July 1,
2018 |
|
% Change
|
|
July 2,
2017 |
||||||||
|
(In thousands, except percentage data)
|
||||||||||||||||||
Separation expense
|
$
|
11,269
|
|
|
**
|
|
$
|
—
|
|
|
$
|
17,826
|
|
|
**
|
|
$
|
—
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
July 1,
2018 |
|
% Change
|
|
July 2,
2017 |
|
July 1,
2018 |
|
% Change
|
|
July 2,
2017 |
||||
|
(In thousands, except percentage data)
|
||||||||||||||
Other income (expense), net
|
(1,369
|
)
|
|
**
|
|
593
|
|
|
(794
|
)
|
|
**
|
|
933
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||
|
July 1,
2018 |
|
% Change
|
|
July 2,
2017 |
|
July 1,
2018 |
|
% Change
|
|
July 2,
2017 |
||||||||||
|
(In thousands, except percentage data)
|
||||||||||||||||||||
Provision for income taxes
|
$
|
288
|
|
|
110.2
|
%
|
|
$
|
137
|
|
|
$
|
607
|
|
|
70.5
|
%
|
|
$
|
356
|
|
Effective tax rate
|
(1.6
|
)%
|
|
|
|
(6.8
|
)%
|
|
(2.7
|
)%
|
|
|
|
(20.1
|
)%
|
|
Six Months Ended
|
||||||
|
July 1,
2018 |
|
July 2,
2017 |
||||
|
(In thousands)
|
||||||
Net cash used in operating activities
|
$
|
(2,738
|
)
|
|
$
|
(15,564
|
)
|
Net cash used in investing activities
|
(7,534
|
)
|
|
(1,869
|
)
|
||
Net cash provided by financing activities
|
10,297
|
|
|
17,254
|
|
||
Net cash increase (decrease)
|
$
|
25
|
|
|
$
|
(179
|
)
|
|
Payments due by period
|
||||||||||||||||||
|
|
|
Less Than
|
|
1-3
|
|
3-5
|
|
More Than
|
||||||||||
|
Total
|
|
1 Year
|
|
Years
|
|
Years
|
|
5 Years
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Operating leases
|
$
|
35,264
|
|
|
$
|
1,020
|
|
|
$
|
7,558
|
|
|
$
|
8,415
|
|
|
$
|
18,271
|
|
Purchase obligations
|
46,676
|
|
|
46,676
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
$
|
81,940
|
|
|
$
|
47,696
|
|
|
$
|
7,558
|
|
|
$
|
8,415
|
|
|
$
|
18,271
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
•
|
changes in the pricing policies of, or the introduction of new products by, us or our competitors;
|
•
|
introductions of new technologies and changes in consumer preferences that result in either unanticipated or unexpectedly rapid product category shifts;
|
•
|
slow or negative growth in the connected lifestyle, home electronics, and related technology markets;
|
•
|
seasonal shifts in end-market demand for our products;
|
•
|
delays in the introduction of new products by us or market acceptance of these products;
|
•
|
unanticipated decreases or delays in purchases of our products by our significant retailers, distributors, and other channel partners;
|
•
|
component supply constraints from our vendors;
|
•
|
unanticipated increases in costs, including air freight, associated with shipping and delivery of our products;
|
•
|
the inability to maintain stable operations by our suppliers and other parties with whom we have commercial relationships;
|
•
|
discovery of security vulnerabilities in our products, services or systems, leading to negative publicity, decreased demand, or potential liability;
|
•
|
foreign currency exchange rate fluctuations in the jurisdictions where we transact sales and expenditures in local currency;
|
•
|
excess levels of inventory and low turns;
|
•
|
changes in or consolidation of our sales channels and wholesale distributor relationships or failure to manage our sales channel inventory and warehousing requirements;
|
•
|
delay or failure to fulfill orders for our products on a timely basis;
|
•
|
delay or failure of our retailers, distributors, and other channel partners to purchase at their historic volumes or at the volumes that they or we forecast;
|
•
|
changes in tax rates or adverse changes in tax laws that expose us to additional income tax liabilities;
|
•
|
changes in U.S. and international tax policy, including changes that adversely affect customs, tax or duty rates (such as the tariffs on products imported from China recently announced and/or proposed by the Trump administration), as well as income tax legislation and regulations that affect the countries where we conduct business;
|
•
|
operational disruptions, such as transportation delays or failure of our order processing system, particularly if they occur at the end of a fiscal quarter;
|
•
|
disruptions or delays related to our financial and enterprise resource planning systems;
|
•
|
our inability to accurately forecast product demand, resulting in increased inventory exposure;
|
•
|
allowance for doubtful accounts exposure with our existing retailers, distributors and other channel partners and new retailers, distributors and other channel partners, particularly as we expand into new international markets;
|
•
|
geopolitical disruption, including sudden changes in immigration policies, leading to disruption in our workforce or delay or even stoppage of our operations in manufacturing, transportation, technical support, and research and development;
|
•
|
terms of our contracts with channel partners or suppliers that cause us to incur additional expenses or assume additional liabilities;
|
•
|
an increase in price protection claims, redemptions of marketing rebates, product warranty and stock rotation returns or allowance for doubtful accounts;
|
•
|
litigation involving alleged patent infringement;
|
•
|
epidemic or widespread product failure, or unanticipated safety issues, in one or more of our products;
|
•
|
failure to effectively manage our third-party customer support partners, which may result in customer complaints and/or harm to the Arlo brand;
|
•
|
our inability to monitor and ensure compliance with our code of ethics, our anti-corruption compliance program, and domestic and international anti-corruption laws and regulations, whether in relation to our employees or with our suppliers or retailers, distributors, or other channel partners;
|
•
|
labor unrest at facilities managed by our third-party manufacturers;
|
•
|
workplace or human rights violations in certain countries in which our third-party manufacturers or suppliers operate, which may affect the Arlo brand and negatively affect our products’ acceptance by consumers;
|
•
|
unanticipated shifts or declines in profit by geographical region that would adversely impact our tax rate;
|
•
|
failure to implement and maintain the appropriate internal controls over financial reporting, which may result in restatements of our financial statements; and
|
•
|
any changes in accounting rules.
|
•
|
loss of or delay in revenue and loss of market share;
|
•
|
negative publicity and damage to our reputation and brand;
|
•
|
a decline in the average selling price of our products and services;
|
•
|
adverse reactions in our sales channels, such as reduced shelf space, reduced online product visibility, or loss of sales channels; and
|
•
|
increased levels of product returns.
|
•
|
our channel partner agreements generally do not require minimum purchases;
|
•
|
our retailers, distributors, and other channel partners can stop purchasing and stop marketing our products at any time; and
|
•
|
our channel partner agreements generally are not exclusive.
|
•
|
actual or anticipated fluctuations in our results of operations or our competitors’ operating results;
|
•
|
actual or anticipated changes in the growth rate of the connected lifestyle market, our growth rates or our competitors’ growth rates;
|
•
|
conditions in the financial markets in general or changes in general economic conditions;
|
•
|
changes in governmental regulation, including taxation and tariff policies;
|
•
|
interest rate or currency exchange rate fluctuations;
|
•
|
our ability to forecast or report accurate financial results; and
|
•
|
changes in stock market analyst recommendations regarding our common stock, other comparable companies, or our industry generally.
|
•
|
unexpected increases in manufacturing and repair costs;
|
•
|
inability to control the quality and reliability of finished products;
|
•
|
inability to control delivery schedules;
|
•
|
potential liability for expenses incurred by third-party manufacturers in reliance on our forecasts that later prove to be inaccurate;
|
•
|
potential lack of adequate capacity to manufacture all or a part of the products we require; and
|
•
|
potential labor unrest affecting the ability of the third-party manufacturers to produce our products.
|
•
|
exchange rate fluctuations;
|
•
|
political and economic instability, international terrorism, and anti-American sentiment, particularly in emerging markets;
|
•
|
potential for violations of anti-corruption laws and regulations, such as those related to bribery and fraud;
|
•
|
preference for locally branded products, and laws and business practices favoring local competition;
|
•
|
potential consequences of, and uncertainty related to, the “Brexit” process in the United Kingdom, which could lead to additional expense and complexity in doing business there;
|
•
|
increased difficulty in managing inventory;
|
•
|
delayed revenue recognition;
|
•
|
less effective protection of intellectual property;
|
•
|
stringent consumer protection and product compliance regulations, including but not limited to General Data Protection Regulation in the European Union, European competition law, the Restriction of Hazardous Substances directive, the Waste Electrical and Electronic Equipment directive and the European Ecodesign directive that are costly to comply with and may vary from country to country;
|
•
|
difficulties and costs of staffing and managing foreign operations;
|
•
|
business difficulties, including potential bankruptcy or liquidation, of any of our worldwide third-party logistics providers; and
|
•
|
changes in local tax and customs duty laws or changes in the enforcement, application, or interpretation of such laws.
|
•
|
changes in tax laws or the regulatory environment;
|
•
|
changes in accounting and tax standards or practices;
|
•
|
changes in the composition of operating income by tax jurisdiction; and
|
•
|
our operating results before taxes.
|
•
|
corporate opportunities;
|
•
|
the impact that operating or capital decisions (including the incurrence of indebtedness) relating to our business may have on NETGEAR’s consolidated financial statements and/or current or future indebtedness (including related covenants);
|
•
|
business combinations involving us;
|
•
|
our dividend and stock repurchase policies;
|
•
|
compensation and benefit programs and other human resources policy decisions;
|
•
|
management stock ownership;
|
•
|
the intercompany agreements and services between us and NETGEAR, including the agreements relating to our separation from NETGEAR;
|
•
|
the payment of dividends on our common stock; and
|
•
|
determinations with respect to our tax returns.
|
•
|
tax, employee benefit, indemnification, and other matters arising from the separation;
|
•
|
the nature, quality, and pricing of services NETGEAR agrees to provide to us; and
|
•
|
sales and other disposals by NETGEAR of all or a portion of its ownership interest in us.
|
•
|
the failure of securities analysts to cover our common stock or changes in financial estimates by analysts;
|
•
|
the inability to meet the financial estimates of securities analysts who follow our common stock or changes in earnings estimates by analysts;
|
•
|
strategic actions by us or our competitors;
|
•
|
announcements by us or our competitors of significant contracts, acquisitions, joint marketing relationships, joint ventures or capital commitments;
|
•
|
our quarterly or annual earnings, or those of other companies in our industry;
|
•
|
actual or anticipated fluctuations in our operating results and those of our competitors;
|
•
|
general economic and stock market conditions;
|
•
|
the public reaction to our press releases, our other public announcements and our filings with the SEC;
|
•
|
risks related to our business and our industry, including those discussed above;
|
•
|
changes in conditions or trends in our industry, markets or customers;
|
•
|
the trading volume of our common stock;
|
•
|
future sales of our common stock or other securities;
|
•
|
whether, when, and in what manner NETGEAR completes the Distribution; and
|
•
|
investor perceptions of the investment opportunity associated with our common stock relative to other investment alternatives.
|
•
|
a majority of our board of directors consists of independent directors;
|
•
|
we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and
|
•
|
we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.
|
•
|
the inability of our stockholders to call a special meeting;
|
•
|
the inability of our stockholders to act without a meeting of stockholders, from and after such time as NETGEAR beneficially owns shares of our common stock representing less than a majority of the voting rights of our common stock;
|
•
|
rules regarding how stockholders may present proposals or nominate directors for election at stockholder meetings;
|
•
|
the right of our board of directors to issue preferred stock without stockholder approval;
|
•
|
the division of our board of directors into three classes of directors, with each class serving a staggered three-year term, and this classified board provision could have the effect of making the replacement of incumbent directors more time consuming and difficult;
|
•
|
a provision that, from and after such time as NETGEAR beneficially owns shares of our common stock representing less than a majority of the voting rights of our common stock, stockholders may only remove directors with cause while the board of directors is classified; and
|
•
|
the ability of our directors, and not stockholders, to fill vacancies on our board of directors.
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Item 3.
|
Defaults Upon Senior Securities
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Other Information
|
Item 6.
|
Exhibits
|
|
|
|
|
Incorporated by Reference
|
|
|
||||
Exhibit Number
|
|
Exhibit Description
|
|
Form
|
|
Date
|
|
Number
|
|
Filed Herewith
|
|
|
8-K
|
|
8/7/2018
|
|
3.1
|
|
|
||
|
|
8-K
|
|
8/7/2018
|
|
3.2
|
|
|
||
|
|
S-1/A
|
|
7/23/2018
|
|
4.1
|
|
|
||
|
|
8-K
|
|
8/7/2018
|
|
10.1
|
|
|
||
|
|
8-K
|
|
8/7/2018
|
|
10.2
|
|
|
||
|
|
8-K
|
|
8/7/2018
|
|
10.3
|
|
|
||
|
|
8-K
|
|
8/7/2018
|
|
10.4
|
|
|
||
|
|
8-K
|
|
8/7/2018
|
|
10.5
|
|
|
||
|
|
8-K
|
|
8/7/2018
|
|
10.6
|
|
|
||
|
|
S-1
|
|
7/6/2018
|
|
10.7
|
|
|
||
10.8
*
|
|
|
8-K
|
|
8/7/2018
|
|
10.7
|
|
|
|
10.9
*
|
|
|
8-K
|
|
8/7/2018
|
|
10.8
|
|
|
|
10.10
*
|
|
|
8-K
|
|
8/7/2018
|
|
10.9
|
|
|
|
10.11
*
|
|
|
8-K
|
|
8/7/2018
|
|
10.10
|
|
|
|
10.12
*
|
|
|
8-K
|
|
8/7/2018
|
|
10.11
|
|
|
|
10.13
*
|
|
|
8-K
|
|
8/7/2018
|
|
10.12
|
|
|
|
10.14
*
|
|
|
8-K
|
|
8/7/2018
|
|
10.13
|
|
|
|
10.15
*
|
|
|
8-K
|
|
8/7/2018
|
|
10.14
|
|
|
|
10.16
*
|
|
|
S-1/A
|
|
7/23/2018
|
|
10.16
|
|
|
|
10.17
*
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
X
|
||
|
|
|
|
|
|
|
|
X
|
||
|
|
|
|
|
|
|
|
X
|
||
|
|
|
|
|
|
|
|
X
|
||
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
X
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
X
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
X
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
X
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
X
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Indicates management contract or compensatory plan or arrangement.
|
|
|
|
|
|
|
|
|
#
|
|
This certification is deemed to accompany this Quarterly Report on Form 10-Q and will not be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section. This certification will not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
|
ARLO TECHNOLOGIES, INC.
|
Registrant
|
|
|
|
/s/ MATTHEW MCRAE
|
Matthew McRae
|
Chief Executive Officer
|
(Principal Executive Officer)
|
|
|
|
/s/ CHRISTINE M. GORJANC
|
Christine M. Gorjanc
|
Chief Financial Officer
|
(Principal Financial and Accounting Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Arlo Technologies, Inc. (the “Registrant”);
|
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.
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The Registrant’s other certifying officer(s) 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)) 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.
|
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
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c.
|
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
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5.
|
The Registrant’s other certifying officer(s) 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/ MATTHEW MCRAE
|
|
Matthew McRae
|
|
Chief Executive Officer
|
|
Arlo Technologies, Inc.
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1.
|
I have reviewed this Quarterly Report on Form 10-Q of Arlo Technologies, Inc. (the “Registrant”);
|
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(s) 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)) 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.
|
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
|
c.
|
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(s) 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/ CHRISTINE M. GORJANC
|
|
Christine M. Gorjanc
|
|
Chief Financial Officer
|
|
Arlo Technologies, Inc.
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) 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.
|
By:
|
|
/s/ MATTHEW MCRAE
|
|
|
Matthew McRae
|
|
|
Chief Executive Officer
|
|
|
Arlo Technologies, Inc.
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) 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.
|
By:
|
|
/s/ CHRISTINE M. GORJANC
|
|
|
Christine M. Gorjanc
|
|
|
Chief Financial Officer
|
|
|
Arlo Technologies, Inc.
|