UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 23, 2020
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of incorporation) | ||
(Commission File Number) | (I.R.S. Employer Identification No.) | |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (781 ) 430-3000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01. Regulation FD Disclosure.
On March 23, 2020, iRobot Corporation (the "Company") issues a press release, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is intended to be furnished and shall not be deemed "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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
In light of the coronavirus (COVID-19) pandemic, the Company is supplementing the risk factors disclosed in its Annual Report on Form 10-K for the year ended December 28, 2019 with the risk factor attached as Exhibit 99.2 hereto, which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 23, 2020 | iRobot Corporation | |
By: /s/ Glen D. Weinstein | ||
Name: Glen D. Weinstein | ||
Title: Chief Legal Officer and Secretary | ||
Exhibit 99.1
Contacts: | ||||
Andrew Kramer | Charlie Vaida | |||
Investor Relations | Media Relations | |||
iRobot Corp. | iRobot Corp. | |||
(781) 430-3003 | (781) 430-3182 | |||
akramer@irobot.com | cvaida@irobot.com | |||
iRobot Provides Business Update
BEDFORD, Mass., March 23, 2020 - iRobot Corp. (NASDAQ: IRBT), a leader in consumer robots, today provided an update on its business.
As coronavirus disease 2019 (COVID-19) spreads across the globe, the health and safety of iRobot’s employees and partners is its top priority and iRobot, like so many organizations, has asked its employees to work from home where possible. The pandemic has disrupted certain iRobot sales and manufacturing supply chain activities and constrained the company’s ability to address those and other related challenges.
While iRobot has mobilized its global teams to address these challenges, the company currently anticipates first-quarter 2020 revenue will be between $175 million and $185 million.
Countering the challenging macroeconomic climate, iRobot has learned that its request for an exclusion for its Roomba® robot vacuum products from Section 301 tariffs has advanced to “stage 3” of the exemption process. Stage 3 focuses on determining whether an exclusion would be administrable. The company views the progression of its exclusion request to stage 3 as an important milestone and a validation of its rationale for an exclusion.
As a result of the uncertainty surrounding COVID-19, including its duration and broader macroeconomic impact, as well as the evolving tariff exclusion process, iRobot is withdrawing its financial expectations for 2020 provided last month on February 5, 2020. The company is not updating its outlook at this time but plans to share additional insight about its plans moving forward in conjunction with announcing its first-quarter results in late April 2020.
About iRobot Corp.
iRobot®, the leading global consumer robot company, designs and builds robots that empower people to do more both inside and outside of the home. iRobot created the home robot cleaning category with the introduction of its Roomba® Robot Vacuum in 2002. Today, iRobot is a global enterprise that has sold more than 30 million robots worldwide. iRobot's product line, including the Roomba and the Braava® family of mopping robots, feature proprietary technologies and advanced concepts in cleaning, mapping and navigation. iRobot engineers are building an ecosystem of robots and technologies to enable the smart home. For more information about iRobot, please visit www.irobot.com.
For iRobot Investors
Certain statements made in this press release that are not based on historical information are forward-looking statements which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. This press release contains express or implied forward-looking statements relating to, among other things, iRobot Corp.’s expectations regarding anticipated revenue for the first fiscal quarter of 2020 and the timing of future business updates. These statements are neither promises nor guarantees, but are subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those contemplated in these forward-looking statements. In particular, the risks and uncertainties include, among other things: our ability to operate in an emerging market; the financial strength of our customers and retailers; the impact of tariffs on goods imported into the United States; the impact of the COVID-19 pandemic, general economic conditions; market acceptance of and adoption of our products; and competition. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. iRobot Corp. undertakes no obligation to update or revise the information contained in this press release, whether as a result of new information, future events or circumstances or otherwise. For additional disclosure regarding these and other risks faced by iRobot Corp., see the disclosure contained in our public filings with the Securities and Exchange Commission.
Exhibit 99.2
Our business may be adversely affected by the ongoing coronavirus pandemic.
The outbreak of the novel coronavirus has evolved into a global pandemic. The coronavirus has already directly and indirectly impacted our business and operating results thus far but the full extent of its impact will depend on future developments that are uncertain and cannot be accurately predicted, including new information that may emerge concerning the coronavirus and the actions to contain the coronavirus or treat its impact, among others. As the coronavirus continues to spread, our business operations could be disrupted or delayed. The pandemic has already resulted in, and may continue to result in, work stoppages, slowdowns and delays, travel restrictions, event cancelation, and other factors that cause an increase in costs or order cancellations, reductions or delays. For example, our manufacturing supply chain has been and may continue to be adversely affected. In addition, quarantines or other travel limitations (whether voluntary or required) may impede our employees’ ability to efficiently conduct research and development activities, which may slow innovation, lead to higher costs or both. Further, if the spread of the coronavirus pandemic continues and our operations are adversely impacted, we risk a delay, default, violation and/or non-compliance under existing agreements.
The spread of the coronavirus, which has caused a broad impact globally, including restrictions on travel and quarantine policies put into place by businesses and governments, may have a material economic effect on our business. For example, the pandemic and related measures taken to limit the spread of disease may adversely affect consumer purchasing behavior. Further, retail store closures, whether temporary or permanent, may adversely affect sales of our products. While the potential economic impact and the duration of the pandemic may be difficult to assess or predict, it has already caused, and is likely to result in further, significant disruption of global financial markets. In addition, a recession, depression or other sustained adverse market event resulting from the spread of the coronavirus could materially and adversely affect our business and the value of our common stock. The ultimate impact of the current pandemic, or any other health epidemic, is highly uncertain and subject to change. We do not yet know the full extent of potential delays or impacts on our business, our industry or the global economy as a whole. However, given that the potential of these effects of current pandemic on our operations could be material, we will continue to monitor the situation closely.