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United States securities and exchange commission logo
June 12, 2023
Julie Zeiler
Chief Financial Officer
IRobot Corporation
8 Crosby Drive
Bedford , MA 01730
Re: IRobot Corporation
Form 10-K for the
fiscal year ended December 31, 2022
Filed February 14,
2023
Response Letter
Dated May 25, 2023
File No. 001-36414
Dear Julie Zeiler:
We have reviewed your May 25, 2023 response to our comment letter
and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
May 11, 2023 letter.
Form 10-K for the fiscal year ended December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Key Financial Metrics and Non-GAAP Financial Measures, page 32
1. We have read your
response to prior comment 2. However, it remains unclear to us how
you determined the
non-GAAP adjustments related to legal costs you incurred to defend
your IP are consistent
with the requirements of Question 100.01 of the Division of
Corporation Finance s
Compliance & Disclosure Interpretations on Non-GAAP Financial
Measures. Although,
your litigation with SharkNinja may be unique because of its size
and complexity, based
on the nature of the litigation, it continues to appear to us that the
related expenses are
normal operating expenses. In this regard, based on the nature of
your business and
products and as noted in your response, IP litigation arises during the
Julie Zeiler
IRobot Corporation
June 12, 2023
Page 2
ordinary course of your business. Please advise or revise.
2. We note your response to prior comment 3. You concluded that the
weight of positive
evidence associated with future taxable income informed a
determination that U.S.
deferred tax assets were realizable; therefore, no valuation allowance
was incorporated
into your non-GAAP tax provision for the year ended December 31, 2022.
We also note
you continued to record tax benefits on a non-GAAP basis during the
interim period
ended March 31, 2023. Please more fully explain to us the specific
analysis you
performed that determined no valuation allowance was required to be
incorporated into
your non-GAAP tax provisions for the fiscal year ended December 31,
2022 and the
interim period ended March 31, 2023.
You may contact Ernest Greene, Staff Accountant at 202-551-3733 or Anne
McConnell,
Staff Accountant at 202-551-3709 with any questions.
FirstName LastNameJulie Zeiler Sincerely,
Comapany NameIRobot Corporation
Division of
Corporation Finance
June 12, 2023 Page 2 Office of
Manufacturing
FirstName LastName