e10vq
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED September 29, 2007
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 000-51598
iROBOT CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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77-0259 335 |
(State or other jurisdiction of
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(I.R.S. Employer |
incorporation or organization)
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Identification No.) |
63 South Avenue
Burlington, MA 01803
(Address of principal executive offices)
(Zip code)
(781) 345-0200
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act. (check one):
Large accelerated filer o Accelerated filer þ Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes o No þ
The number of shares outstanding of the Registrants Common Stock as of October 27, 2007 was
24,484,211.
iROBOT CORPORATION
FORM 10-Q
THREE AND NINE MONTHS ENDED September 29, 2007
INDEX
The accompanying notes are an integral part of the consolidated financial statements.
1
iROBOT CORPORATION
Consolidated Balance Sheets
(in thousands)
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September 29, |
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December 30, |
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2007 |
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2006 |
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(unaudited) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
23,200 |
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$ |
5,583 |
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Short-term investments |
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26,300 |
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64,800 |
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Accounts receivable, net of allowance of $65 and $163 at September
29, 2007 and December 30, 2006, respectively |
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35,157 |
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28,510 |
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Unbilled revenue |
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2,757 |
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1,961 |
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Inventory, net |
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43,711 |
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20,890 |
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Other current assets |
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2,039 |
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2,863 |
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Total current assets |
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133,164 |
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124,607 |
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Property and equipment, net |
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13,120 |
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10,701 |
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Total assets |
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$ |
146,284 |
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$ |
135,308 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
45,948 |
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$ |
27,685 |
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Accrued expenses |
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5,101 |
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7,020 |
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Accrued compensation |
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7,588 |
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5,227 |
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Deferred revenue |
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1,140 |
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457 |
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Total current liabilities |
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59,777 |
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40,389 |
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Commitments and contingencies (Note 8): |
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Redeemable convertible preferred stock, 5,000 shares authorized and zero
outstanding at September 29, 2007 and December 30, 2006 |
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Common stock, $0.01 par value, 100,000 and 100,000 shares authorized
and 24,479 and 23,791 issued and outstanding at September 29, 2007 and
December 30, 2006, respectively |
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245 |
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238 |
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Additional paid-in capital |
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119,462 |
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117,718 |
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Deferred compensation |
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(834 |
) |
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(2,326 |
) |
Accumulated deficit |
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(32,366 |
) |
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(20,711 |
) |
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Total stockholders equity |
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86,507 |
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94,919 |
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Total liabilities and stockholders equity |
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$ |
146,284 |
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$ |
135,308 |
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The accompanying notes are an integral part of the consolidated financial statements.
2
iROBOT CORPORATION
Consolidated Statements of Operations
(in thousands, except per share amounts)
(unaudited)
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Three Months Ended |
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Nine Months Ended |
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September 29, |
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September 30, |
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September 29, |
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September 30, |
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2007 |
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2006 |
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2007 |
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2006 |
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Revenue: |
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Product revenue |
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$ |
58,667 |
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$ |
48,359 |
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$ |
134,149 |
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$ |
111,309 |
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Contract revenue |
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5,173 |
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6,688 |
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16,192 |
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16,508 |
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Total revenue |
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63,840 |
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55,047 |
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150,341 |
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127,817 |
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Cost of revenue: |
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Cost of product revenue (1) |
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39,186 |
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28,398 |
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89,910 |
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69,698 |
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Cost of contract revenue (1) |
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4,542 |
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3,666 |
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13,978 |
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11,166 |
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Total cost of revenue |
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43,728 |
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32,064 |
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103,888 |
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80,864 |
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Gross profit |
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20,112 |
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22,983 |
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46,453 |
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46,953 |
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Operating expenses: |
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Research and development (1) |
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4,739 |
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4,345 |
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13,074 |
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10,946 |
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Selling and marketing (1) |
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11,115 |
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4,712 |
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30,108 |
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19,197 |
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General and administrative (1) |
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6,459 |
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4,663 |
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17,538 |
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14,074 |
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Total operating expenses |
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22,313 |
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13,720 |
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60,720 |
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44,217 |
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Operating income (loss) |
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(2,201 |
) |
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9,263 |
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(14,267 |
) |
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2,736 |
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Other income, net |
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845 |
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978 |
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2,663 |
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2,847 |
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Income (loss) before income taxes |
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(1,356 |
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10,241 |
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(11,604 |
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5,583 |
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Income tax expense |
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22 |
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199 |
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51 |
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235 |
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Net income (loss) |
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$ |
(1,378 |
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$ |
10,042 |
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$ |
(11,655 |
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$ |
5,348 |
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Net income (loss) per share |
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Basic |
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$ |
(0.06 |
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$ |
0.43 |
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$ |
(0.48 |
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$ |
0.23 |
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Diluted |
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$ |
(0.06 |
) |
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$ |
0.39 |
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$ |
(0.48 |
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$ |
0.21 |
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Number of shares used in per share calculations |
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Basic |
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24,337 |
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23,560 |
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24,156 |
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23,455 |
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Diluted |
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24,337 |
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25,502 |
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24,156 |
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25,610 |
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(1) |
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Total stock-based compensation recorded in the three and nine months ended September 29, 2007
and September 30, 2006 included in the above figures breaks down by expense classification as
follows: |
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Three Months Ended |
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Nine Months Ended |
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September 29, |
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September 30, |
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September 29, |
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September 30, |
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2007 |
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2006 |
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2007 |
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2006 |
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Cost of product revenue |
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$ |
162 |
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$ |
92 |
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$ |
521 |
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$ |
215 |
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Cost of contract revenue |
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81 |
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72 |
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292 |
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183 |
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Research and development |
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134 |
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91 |
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252 |
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|
271 |
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Selling and marketing |
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226 |
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|
133 |
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|
833 |
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|
239 |
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General and administrative |
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627 |
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336 |
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1,517 |
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854 |
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Total stock-based compensation |
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$ |
1,230 |
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$ |
724 |
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$ |
3,415 |
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$ |
1,762 |
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The accompanying notes are an integral part of the consolidated financial statements.
3
iROBOT CORPORATION
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
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Nine Months Ended |
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September 29, |
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September 30, |
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2007 |
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2006 |
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Cash flows from operating activities: |
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Net income (loss) |
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$ |
(11,655 |
) |
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$ |
5,348 |
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Adjustments to reconcile net income (loss) to net cash used in operating activities: |
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Depreciation and amortization |
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3,989 |
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2,737 |
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Loss on disposal of fixed assets |
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48 |
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2 |
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Stock-based compensation |
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3,415 |
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1,762 |
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Non-cash director deferred compensation |
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83 |
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Changes in working capital (use) source |
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Accounts receivable |
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(6,647 |
) |
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(7,598 |
) |
Unbilled revenue |
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(796 |
) |
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311 |
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Inventory |
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(22,821 |
) |
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(7,921 |
) |
Other assets |
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824 |
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|
372 |
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Accounts payable |
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18,263 |
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4,238 |
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Accrued expenses |
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(1,919 |
) |
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1,877 |
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Accrued compensation |
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2,361 |
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|
1,992 |
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Provision for contract settlement |
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(5,154 |
) |
Deferred revenue |
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683 |
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1,180 |
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Net cash used in operating activities |
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(14,172 |
) |
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(854 |
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Cash flows from investing activities: |
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Purchase of property and equipment |
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(6,456 |
) |
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(3,835 |
) |
Purchases of investments |
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(44,750 |
) |
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(108,150 |
) |
Sales of investments |
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83,250 |
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44,300 |
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Net cash provided by (used in) investing activities |
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32,044 |
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(67,685 |
) |
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Cash flows from financing activities: |
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Income tax withholding payment associated with stock option exercise |
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(1,588 |
) |
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Proceeds from stock option exercises |
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1,333 |
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|
699 |
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Tax benefit of disqualifying dispositions |
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94 |
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Net cash provided by (used in) financing activities |
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(255 |
) |
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|
793 |
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Net increase (decrease) in cash and cash equivalents |
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17,617 |
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(67,746 |
) |
Cash and cash equivalents, at beginning of period |
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5,583 |
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|
76,064 |
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Cash and cash equivalents, at end of period |
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$ |
23,200 |
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$ |
8,318 |
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Supplemental disclosure of cash flow information: |
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Cash paid for interest |
|
$ |
30 |
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|
$ |
13 |
|
Cash paid for income taxes |
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|
140 |
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|
164 |
|
Supplemental disclosure of noncash investing and financing activities (in thousands):
During the nine months ended September 29, 2007 and September 30, 2006, the Company
transferred $692 and $697, respectively, of inventory to fixed assets.
The accompanying notes are an integral part of the consolidated financial statements.
4
iROBOT CORPORATION
Notes To Consolidated Financial Statements
(unaudited)
1. Description of Business
iRobot Corporation (iRobot or the Company) was incorporated in 1990 to develop robotics
and artificial intelligence technologies and apply these technologies in producing and marketing
robots. The majority of the Companys revenue is generated from product sales and government and
industrial research and development contracts.
The Company is subject to risks common to companies in high-tech industries including, but not
limited to, uncertainty of progress in developing technologies, new technological innovations,
dependence on key personnel, protection of proprietary technology, compliance with government
regulations and uncertainty of market acceptance of products.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements include those of iRobot and its
subsidiaries, after elimination of all intercompany accounts and transactions. iRobot has prepared
the accompanying consolidated financial statements in conformity with accounting principles
generally accepted in the United States.
The accompanying financial data as of September 29, 2007 and for the three and nine months
ended September 29, 2007 and September 30, 2006 has been prepared by the Company, without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain
information and footnote disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States have been condensed
or omitted pursuant to such rules and regulations. However, the Company believes that the
disclosures are adequate to make the information presented not misleading. These consolidated
financial statements should be read in conjunction with the Companys audited consolidated
financial statements and the notes thereto included in its Annual Report on Form 10-K for the
fiscal year ended December 30, 2006, filed with the SEC on March 2, 2007.
In the opinion of management, all adjustments necessary to present a fair statement of
financial position as of September 29, 2007 and results of operations and cash flows for the
periods ended September 29, 2007 and September 30, 2006 have been made. The results of operations
and cash flows for any interim period are not necessarily indicative of the operating results and
cash flows for the full fiscal year or any future periods.
Use of Estimates
The preparation of these financial statements in conformity with accounting principles
generally accepted in the United States requires the Company to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of
contingent assets and liabilities. On an ongoing basis, management evaluates these estimates and
judgments, including those related to revenue recognition, sales returns, bad debts, warranty
claims, inventory reserves, valuation of investments, assumptions used in valuing stock-based
compensation instruments and income taxes. The Company bases these estimates on historical and
anticipated results, and trends and on various other assumptions that the Company believes are
reasonable under the circumstances, including assumptions as to future events. These estimates form
the basis for making judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. By their nature, estimates are subject to an inherent degree
of uncertainty. Actual results may differ from the Companys estimates.
Reclassification
Certain reclassifications have been made to the prior year financial statements to conform to
the current year presentation.
5
iROBOT CORPORATION
Notes To Consolidated Financial Statements Continued
(unaudited)
Fiscal Year-End
The Company operates and reports using a 52-53 week fiscal year ending on the Saturday closest
to December 31. Accordingly, the Companys fiscal quarters end on the Saturday that falls closest
to the last day of the third month of each quarter.
Revenue Recognition
The Company derives its revenue from product sales, government research and development
contracts, and commercial research and development contracts. The Company sells products directly
to customers and indirectly through resellers and distributors. The Company recognizes revenue from
sales of home robots under the terms of the customer agreement upon transfer of title to the
customer, net of estimated returns, provided that collection is determined to be probable and no
significant obligations remain. Sales to resellers are subject to agreements allowing for limited
rights of return for defective products only, rebates and price protection. The Company has
typically not taken product returns except for defective products. Accordingly, the Company reduces
revenue for its estimates of liabilities for these rights at the time the related sale is recorded.
The Company makes an estimate of sales returns for products sold by resellers directly or through
its distributors based on historical returns experience and other relevant data. The Company has
aggregated and analyzed historical returns from resellers and end users which form the basis of its
estimate of future sales returns by resellers or end users. In accordance with Statement of
Financial Accounting Standards No. 48, Revenue Recognition When Right of Return Exists, the
provision for these estimated returns is recorded as a reduction of revenue at the time that the
related revenue is recorded. If actual returns differ significantly from its estimates, such
differences could have a material impact on the Companys results of operations for the period in
which the returns become known. The estimates for returns are adjusted periodically based upon
historical rates of returns. The estimates and reserve for rebates and price protection are based
on specific programs, expected usage and historical experience. Actual results could differ from
these estimates.
Under cost-plus-fixed-fee (CPFF) type contracts, the Company recognizes revenue based on costs
incurred plus a pro rata portion of the total fixed fee. Revenue on firm fixed price (FFP)
contracts is recognized using the percentage-of-completion method. Costs and estimated gross
profits on contracts are recorded as revenue as work is performed based on the percentage that
incurred costs compare to estimated total costs utilizing the most recent estimates of costs and
funding. Changes in job performance, job conditions, and estimated profitability, including those
arising from final contract settlements, may result in revisions to costs and income and are
recognized in the period in which the revisions are determined. Since many contracts extend over a
long period of time, revisions in cost and funding estimates during the progress of work have the
effect of adjusting earnings applicable to past performance in the current period. When the current
contract estimate indicates a loss, a provision is made for the total anticipated loss in the
current period. Revenue earned in excess of billings, if any, is recorded as unbilled revenue.
Billings in excess of revenue earned, if any, are recorded as deferred revenue.
Stock-Based Compensation
Effective January 1, 2006, the Company adopted the provisions of SFAS No. 123(R), Share-Based
Payment, which establishes accounting for the equity instruments exchanged for employee services.
Under the provisions of SFAS No. 123(R), the Company establishes the fair value of each option
grant using the Black-Scholes option-pricing model. Given the Companys initial public offering in
November 2005 and the resulting short history as a public company, the Company could not rely
solely on company specific historical data upon the adoption of SFAS No. 123(R) for purposes of
establishing an expected volatility assumption for use in applying the Black-Scholes option-pricing
model. Consequently, the Company performed an analysis of several peer companies with similar
expected option lives to develop an expected volatility assumption of 65% which was utilized for
establishing the fair value of all options granted during fiscal 2006.
The Company regularly reviews its volatility assumption utilizing a methodology consistent
with that described above that includes a blend of company specific data since its initial public
offering and data from the above-mentioned peer companies for a period covering the expected option
lives. Based upon these analyses, the Company established volatility rates for use in calculating
the fair value of option grants in the six month period ended June 30, 2007 and the three month
period ended September 29, 2007 of 55% and 50%, respectively.
6
iROBOT CORPORATION
Notes To Consolidated Financial Statements Continued
(unaudited)
These reductions in the volatility rate assumption had the result of establishing lower fair
values and, consequently, lower stock-based compensation expense in the current and future periods,
for options granted in the nine months ended September 29, 2007.
Upon the adoption of SFAS No. 123(R) on January 1, 2006, the Company assumed a forfeiture rate
of 5% for all stock options granted subsequent to its initial public offering with the exception of
those issued to executives and directors for which a zero forfeiture rate had been assumed. These
rates were in effect for all of fiscal 2006. Effective the beginning of fiscal 2007, the Company
established a 2.5% forfeiture rate for executives and directors. In the future, the Company will
record incremental stock-based compensation expense if the actual forfeiture rates are lower than
estimated and will record a recovery of prior stock-based compensation expense if the actual
forfeitures are higher than estimated.
In a review of its stock-based compensation accounting methodology performed during its second
fiscal quarter ended June 30, 2007, the Company determined that a cumulative adjustment of $0.5
million of incremental stock-based compensation expense was required due to a correction in the
application of SFAS No. 123(R). Upon adoption of SFAS No. 123(R) on January 1, 2006, the Company
incorrectly valued 259,700 stock options that were granted between the date that it filed its
initial Form S-1 registration statement with the Securities and Exchange Commission on July 27,
2005 and the date it became a public company (November 8, 2005). The Company believes, in
accordance with APB 28, paragraph 29, that this adjustment will not be material to its estimated
full year results for 2007. In addition, management does not believe the adjustment is material to
the amounts reported by the Company in previous periods. This cumulative adjustment was recorded
during the three month period ended June 30, 2007 and is included in the cost of revenue and
operating expenses for the nine month period ended September 29, 2007.
Net Income Per Share
The following table presents the calculation of both basic and diluted net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
September 29, |
|
|
September 30, |
|
|
September 29, |
|
|
September 30, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
|
(In thousands, except |
|
|
(In thousands, except |
|
|
|
per share data) |
|
|
per share data) |
|
Net income (loss) |
|
$ |
(1,378 |
) |
|
$ |
10,042 |
|
|
$ |
(11,655 |
) |
|
$ |
5,348 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding |
|
|
24,337 |
|
|
|
23,560 |
|
|
|
24,156 |
|
|
|
23,455 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dilutive effect of employee stock options
and restricted shares |
|
|
|
|
|
|
1,942 |
|
|
|
|
|
|
|
2,155 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted weighted average shares outstanding |
|
|
24,337 |
|
|
|
25,502 |
|
|
|
24,156 |
|
|
|
25,610 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic income (loss) per share |
|
$ |
(0.06 |
) |
|
$ |
0.43 |
|
|
$ |
(0.48 |
) |
|
$ |
0.23 |
|
Diluted income (loss) per share |
|
$ |
(0.06 |
) |
|
$ |
0.39 |
|
|
$ |
(0.48 |
) |
|
$ |
0.21 |
|
Income Taxes
In June 2006, the FASB issued FASB Interpretation No. (FIN) 48, Accounting for Uncertainty
in Income Taxes An Interpretation of FASB Statement No. 109, which prescribes a recognition
threshold and measurement attribute for the financial statement recognition and measurement of a
tax position taken or expected to be taken in a tax return. FIN 48 is effective for fiscal years
beginning after December 15, 2006. Accordingly, the Company adopted FIN 48 beginning December 31,
2006 and the impact of adoption on its opening balance of retained earnings was zero. As of the
beginning of fiscal year 2007, the Company had no unrecognized tax benefits and no unrecognized tax
benefits were recorded in the nine months ended September 29, 2007. The Company recognizes interest
and penalties related to unrecognized tax benefits in its tax provision. There were no accrued
interest or penalties as of December 31, 2006 or September 29, 2007.
7
iROBOT CORPORATION
Notes To Consolidated Financial Statements Continued
(unaudited)
The Company is subject to taxation in the United States and various states and foreign
jurisdictions. The Companys United States federal income tax returns for tax years after 1998 are
subject to examination by the Internal Revenue Service. The Companys principal state income tax
returns for tax years after 2002 are subject to examination by the state tax authorities.
Deferred taxes are determined based on the difference between the financial statement and tax
basis of assets and liabilities using enacted tax rates in effect in the years in which the
differences are expected to reverse. Valuation allowances are provided if based upon the weight of
available evidence, it is more likely than not that some or all of the deferred tax assets will not
be realized.
The Company monitors the realization of its deferred tax assets based on changes in
circumstances, such as recurring periods of income for tax purposes following historical periods of
cumulative losses or changes in tax laws or regulations. The Companys income tax provisions and
its assessment of the realizability of its deferred tax assets involve significant judgments and
estimates. If the Company generates taxable income through profitable operations in the future it
may be required to recognize these deferred tax assets in the near term through the reduction of
the valuation allowance which would result in a material benefit to its results of operations in
the period in which the benefit is determined, excluding the recognition of the portion of the
valuation allowance that relates to stock compensation windfall tax benefits.
Comprehensive Income
SFAS No. 130, Reporting Comprehensive Income, establishes standards for the reporting and
display of comprehensive income and its components in financial statements. The Companys
comprehensive income is equal to the Companys net income for all periods presented.
Recent Accounting Pronouncements
In September 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 157, Fair
Value Measurements, which defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles and expands disclosures about fair value measurements.
This statement does not require any new fair value measurements; rather, it applies under other
accounting pronouncements that require or permit fair value measurements. The provisions of SFAS
No. 157 are expected to be effective for fiscal years beginning after November 15, 2007. The Company is currently
assessing SFAS No. 157 and has not yet determined the impact, if any, that its adoption will have
on its result of operations or financial condition.
In February 2007,
the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets
and Financial Liabilities Including an Amendment of FASB
Statement No. 115 (SFAS 159). SFAS
159 permits entities to choose fair value measurement for many financial instruments and certain
other items as of specified election dates. Business entities will thereafter report in earnings
the unrealized gains and losses on items for which the fair value option has been chosen. The fair
value option may be applied instrument by instrument, may not be applied to portions of instruments
and is irrevocable unless a new election date occurs. SFAS 159 is effective for an entitys first
fiscal year beginning after November 15, 2007. The Company is currently evaluating the potential
impact of adoption of SFAS 159 and has not yet determined the impact, if any, that its adoption
will have on its result of operations or financial condition.
From time to time, new accounting pronouncements are issued by FASB that are adopted by the
Company as of the specified effective date. Unless otherwise discussed, the Company believes that
the impact of recently issued standards, which are not yet effective, will not have a material
impact on the Companys consolidated financial statements upon adoption.
3. Cash and Cash Equivalents
Cash and cash equivalents include demand deposits, money market accounts, and other highly
liquid investments with original maturities of three months or less at the date of acquisition. The
Company invests its excess operating
8
iROBOT CORPORATION
Notes To Consolidated Financial Statements Continued
(unaudited)
cash primarily in money market funds of major financial institutions. Cash equivalents are
carried at cost, which approximates fair market value, and interest is accrued as earned.
4. Short-term Investments
The Companys investments are classified as available-for-sale and are recorded at fair value
with any unrealized gain or loss recorded as an element of stockholders equity. The fair value of
investments is determined based on quoted market prices at the reporting date for those
instruments. As of September 29, 2007, investments consisted of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 29, 2007 |
|
December 30, 2006 |
|
|
|
|
|
|
Fair |
|
|
|
|
|
Fair |
|
|
Cost |
|
Market Value |
|
Cost |
|
Market Value |
|
|
(In thousands) |
Auction Rate Debt Securities |
|
$ |
26,300 |
|
|
$ |
26,300 |
|
|
$ |
64,800 |
|
|
$ |
64,800 |
|
As of September 29, 2007, the Companys investments had maturity dates ranging from February 2025
to June 2047. Despite the long-term contractual maturities of the auction rate securities held at
September 29, 2007, all of these securities are available for sale and it is the Companys
intention to liquidate these securities within one year.
5. Inventory
Inventory consists of the following at:
|
|
|
|
|
|
|
|
|
|
|
September 29, |
|
|
December 30, |
|
|
|
2007 |
|
|
2006 |
|
|
|
(In thousands) |
|
Raw materials |
|
$ |
1,820 |
|
|
$ |
1,248 |
|
Work in process |
|
|
868 |
|
|
|
311 |
|
Finished goods |
|
|
41,023 |
|
|
|
19,331 |
|
|
|
|
|
|
|
|
|
|
$ |
43,711 |
|
|
$ |
20,890 |
|
|
|
|
|
|
|
|
6. Stock Option Plans
The Company has options outstanding under four stock incentive plans: the 1994 Stock Option
Plan (the 1994 Plan), the 2001 Special Stock Option Plan (the 2001 Plan), the 2004 Stock Option
and Incentive Plan (the 2004 Plan) and the 2005 Stock Option and Incentive Plan (the 2005 Plan
and together with the 1994 Plan, the 2001 Plan and the 2004 Plan, the Plans). The 2005 Plan is
the only one of the four plans under which new awards may currently be granted. Under the 2005
Plan, which became effective October 10, 2005, 1,583,682 shares were initially reserved for
issuance in the form of incentive stock options, non-qualified stock options, stock appreciation
rights, deferred stock awards and restricted stock awards. Additionally, the 2005 Plan provides
that the number of shares reserved and available for issuance under the plan will automatically
increase each January 1, beginning in 2007, by 4.5% of the outstanding number of shares of common
stock on the immediately preceding December 31. Stock options returned to the Plans as a result of
their expiration, cancellation or termination are automatically made available for issuance under
the 2005 Plan. Eligibility for incentive stock options is limited to those individuals whose
employment status would qualify them for the tax treatment associated with incentive stock options
in accordance with the Internal Revenue Code. As of September 29, 2007, there were 1,177,150 shares
available for future grant under the 2005 Plan.
Options granted under the Plans are subject to terms and conditions as determined by the
compensation committee of the board of directors, including vesting periods. Options granted under
the Plans are exercisable in full at any time subsequent to vesting, generally vest over periods
from 0 to 5 years, and expire 7 or 10 years from the date of grant or, if earlier, 60 or 90 days
from employee termination. Prior to the Companys initial public offering, the exercise price for
each incentive stock option was determined by the board of directors of the Company to be equal to
the fair value of the common stock on the date of grant. In reaching this determination at the time
of each such grant, the board of directors considered a broad range of factors, including the
illiquid nature of an investment in the Companys common stock, the Companys historical financial
performance, the Companys future
9
iROBOT CORPORATION
Notes To Consolidated Financial Statements Continued
(unaudited)
prospects and the value of preferred stock based on recent financing activities. Subsequent to
the Companys initial public offering the exercise price of incentive stock options is equal to the
closing price on the NASDAQ Global Market on the date of grant. The exercise price of nonstatutory
options may be set at a price other than the fair market value of the common stock.
7. Accrued Expenses
Accrued expenses consist of the following at:
|
|
|
|
|
|
|
|
|
|
|
September 29, |
|
|
December 30, |
|
|
|
2007 |
|
|
2006 |
|
|
|
(In thousands) |
|
Accrued warranty |
|
$ |
2,146 |
|
|
$ |
2,462 |
|
Accrued direct fulfillment costs |
|
|
643 |
|
|
|
2,123 |
|
Accrued rent |
|
|
231 |
|
|
|
284 |
|
Accrued sales commissions |
|
|
409 |
|
|
|
502 |
|
Accrued accounting fees |
|
|
465 |
|
|
|
332 |
|
Accrued income taxes |
|
|
67 |
|
|
|
168 |
|
Accrued other |
|
|
1,140 |
|
|
|
1,149 |
|
|
|
|
|
|
|
|
|
|
$ |
5,101 |
|
|
$ |
7,020 |
|
|
|
|
|
|
|
|
8. Commitments and Contingencies
Lease Obligations
The Company leases its facilities. Rental expense under operating leases for the three months
ended September 29, 2007 and September 30, 2006 amounted to $0.5 million and $0.5 million,
respectively, and for the nine months ended September 29, 2007 and September 30, 2006 amounted to
$1.5 million and $1.5 million, respectively. Future minimum rental payments under operating leases
were as follows as of September 29, 2007:
|
|
|
|
|
|
|
Operating |
|
|
|
Leases |
|
|
|
(In thousands) |
|
Remainder of 2007 |
|
$ |
561 |
|
2008 |
|
|
3,205 |
|
2009 |
|
|
2,245 |
|
2010 |
|
|
2,131 |
|
2011 |
|
|
2,112 |
|
Thereafter |
|
|
17,420 |
|
|
|
|
|
Total minimum lease payments |
|
$ |
27,674 |
|
|
|
|
|
Guarantees and Indemnification Obligations
The Company enters into standard indemnification agreements in the ordinary course of
business. Pursuant to these agreements, the Company indemnifies and agrees to reimburse the
indemnified party for losses incurred by the indemnified party, generally the Companys customers,
in connection with any patent, copyright, trade secret or other proprietary right infringement
claim by any third party with respect to the Companys products. The term of these indemnification
agreements is generally perpetual any time after execution of the agreement. The maximum potential
amount of future payments the Company could be required to make under these indemnification
agreements is unlimited. The Company has never incurred costs to defend lawsuits or settle claims
related to these indemnification agreements. As a result, the Company believes the estimated fair
value of these agreements is minimal. Accordingly, the Company has no liabilities recorded for
these agreements as of September 29, 2007 and December 30, 2006, respectively.
10
iROBOT CORPORATION
Notes To Consolidated Financial Statements Continued
(unaudited)
Warranty
The Company provides warranties on most products and has established a reserve for warranty
based on identified warranty costs. The reserve is included as part of accrued expenses (Note 7) in
the accompanying balance sheets.
Activity related to the warranty accrual was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
September 29, |
|
|
September 30, |
|
|
September 29, |
|
|
September 30, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
|
(In thousands) |
|
Balance at beginning of period |
|
$ |
2,421 |
|
|
$ |
1,757 |
|
|
$ |
2,462 |
|
|
$ |
2,031 |
|
Provision |
|
|
1,413 |
|
|
|
1,317 |
|
|
|
4,804 |
|
|
|
3,693 |
|
Warranty usage(*) |
|
|
(1,688 |
) |
|
|
(1,136 |
) |
|
|
(5,120 |
) |
|
|
(3,786 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of period |
|
$ |
2,146 |
|
|
$ |
1,938 |
|
|
$ |
2,146 |
|
|
$ |
1,938 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(*) |
|
Warranty usage includes the pro rata expiration of product warranties unutilized. |
9. Industry Segment, Geographic Information and Significant Customers
The Company operates in two reportable segments, the home robots division and government and
industrial division.
The nature of products and types of customers for the two segments vary significantly. As
such, the segments are managed separately.
Home Robots
The Companys home robots business offers products through a network of retail businesses
throughout the United States and to certain countries through international distributors. The
Companys home robots division includes mobile robots used in the maintenance of domestic
households and sold primarily to retail outlets.
Government and Industrial
The Companys government and industrial division offers products through a small sales force
primarily focused on the U.S. government, while products are sold to a limited number of countries
other than the United States through international distribution. The Companys government and
industrial products are robots used by various U.S. and foreign governments, primarily for
reconnaissance and bomb disposal missions.
11
iROBOT CORPORATION
Notes To Consolidated Financial Statements Continued
(unaudited)
The table below presents segment information about revenue, cost of revenue, gross profit and
income (loss) before income taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
September 29, |
|
|
September 30, |
|
|
September 29, |
|
|
September 30, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
|
(In thousands) |
|
|
(In thousands) |
|
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home Robots |
|
$ |
34,319 |
|
|
$ |
30,596 |
|
|
$ |
70,957 |
|
|
$ |
70,543 |
|
Government & Industrial |
|
|
29,521 |
|
|
|
24,451 |
|
|
|
79,384 |
|
|
|
57,274 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue |
|
|
63,840 |
|
|
|
55,047 |
|
|
|
150,341 |
|
|
|
127,817 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home Robots |
|
|
25,619 |
|
|
|
17,690 |
|
|
|
50,988 |
|
|
|
43,691 |
|
Government & Industrial |
|
|
18,109 |
|
|
|
14,374 |
|
|
|
52,900 |
|
|
|
37,173 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of revenue |
|
|
43,728 |
|
|
|
32,064 |
|
|
|
103,888 |
|
|
|
80,864 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home Robots |
|
|
8,700 |
|
|
|
12,906 |
|
|
|
19,969 |
|
|
|
26,852 |
|
Government & Industrial |
|
|
11,412 |
|
|
|
10,077 |
|
|
|
26,484 |
|
|
|
20,101 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total gross profit |
|
|
20,112 |
|
|
|
22,983 |
|
|
|
46,453 |
|
|
|
46,953 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
4,739 |
|
|
|
4,345 |
|
|
|
13,074 |
|
|
|
10,946 |
|
Selling and marketing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
11,115 |
|
|
|
4,712 |
|
|
|
30,108 |
|
|
|
19,197 |
|
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
6,459 |
|
|
|
4,663 |
|
|
|
17,538 |
|
|
|
14,074 |
|
Other income, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
845 |
|
|
|
978 |
|
|
|
2,663 |
|
|
|
2,847 |
|
Income (loss) before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
$ |
(1,356 |
) |
|
$ |
10,241 |
|
|
$ |
(11,604 |
) |
|
$ |
5,583 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Geographic Information
For the three months ended September 29, 2007 and September 30, 2006, sales to non-U.S.
customers accounted for 14.2% and 10.8% of total revenue, respectively, and for the nine months
ended September 29, 2007 and September 30, 2006, sales to non-U.S. customers accounted for 12.8%
and 9.8% of total revenue, respectively.
Significant Customers
For the three months ended September 29, 2007 and September 30, 2006, U.S. federal government
orders, contracts and subcontracts accounted for 37.8% and 36.9% of total revenue, respectively,
and for the nine months ended September 29, 2007 and September 30, 2006, U.S. federal government
orders, contracts and subcontracts accounted for 44.1% and 39.7% of total revenue,
respectively.
12
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of the financial condition and results of operations of iRobot
Corporation should be read in conjunction with the consolidated financial statements and the
related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the audited
financial statements and notes thereto and Managements Discussion and Analysis of Financial
Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended
December 30, 2006, which has been filed with the Securities and Exchange Commission (the SEC).
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and
Exchange Act of 1934, as amended, and are subject to the safe harbor created by those sections. .
In particular, statements contained in this Quarterly Report on Form 10-Q, and in the documents
incorporated by reference into this Quarterly Report on Form 10-Q, that are not historical facts,
including, but not limited to statements concerning new product sales, product development and
offerings, Roomba, Scooba, Looj and Verro products, PackBot tactical military robots, our home
robot and government and industrial robots divisions, competition and strategy and our market
position, market acceptance of our products, seasonal factors, revenue recognition, profits, growth
of revenues, composition of revenues, cost of revenues, operating expenses, sales, marketing and
support expenses, general and administrative expenses, research and development expenses,
compensation costs, our ability to attract and retain qualified personnel, credit facility and
equipment facility, valuations of investments, valuation and composition
of stock-based awards, SFAS No. 123(R), and liquidity, constitute forward-looking statements and
are made under these safe harbor provisions. Some of the forward-looking statements can be
identified by the use of forward-looking terms such as believes, expects, may, will,
should, could, seek, intends, plans, estimates, anticipates, or other comparable
terms. Forward-looking statements involve inherent risks and uncertainties which could cause actual
results to differ materially from those in the forward-looking statements, including those risks
and uncertainties described in our Annual Report on Form 10-K for the year ended December 30, 2006,
as well as elsewhere in this report. We urge you to consider the risks and uncertainties discussed
in our Annual Report on Form 10-K and in Item 1A contained herein in evaluating our forward-looking
statements. We caution readers not to place undue reliance upon any such forward-looking
statements, which speak only as of the date made.
Overview
iRobot provides robots that enable people to complete complex tasks in a better way. Founded
in 1990 by roboticists who performed research at the Massachusetts Institute of Technology, we have
developed proprietary technology incorporating advanced concepts in navigation, mobility,
manipulation and artificial intelligence to build industry-leading robots. Our Roomba floor
vacuuming, Scooba floor washing, Looj gutter cleaning and Verro pool cleaning robots perform
time-consuming domestic chores, and our PackBot tactical military robots perform battlefield
reconnaissance and bomb disposal. In addition, we are developing the Small Unmanned Ground Vehicle
reconnaissance robot for the U.S. Armys Future Combat Systems program and, in conjunction with
Deere & Company, the R-Gator unmanned ground vehicle. We sell our robots to consumers through a
variety of distribution channels, including chain stores and other national retailers, and our
on-line store, and to the U.S. military and other government agencies worldwide.
As of September 29, 2007, we had 418 full-time employees. We have developed expertise in most
disciplines necessary to build durable, high-performance and cost-effective robots through the
close integration of software, electronics and hardware. Our core technologies serve as reusable
building blocks that we adapt and expand to develop next generation and new products, thereby
reducing the time, cost and risk of product development. We believe that our significant expertise
in robot design and engineering, combined with our management teams experience in military and
consumer markets, positions us to capitalize on the expected growth in the market for robots.
Although we have successfully launched home robot and military products, our continued success
depends upon our ability to respond to a number of future challenges. We believe the most
significant of these challenges include increasing competition in the markets for both our home
robot and military products, our ability to obtain U.S. federal government funding for research and
development programs, and our ability to successfully develop and introduce products and product
enhancements.
13
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with generally accepted accounting
principles in the United States requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent assets and
liabilities at the dates of the financial statements and the reported amounts of revenue and
expenses during the reporting periods. On an ongoing basis, we evaluate our estimates and
judgments, in particular those related to revenue recognition; valuation allowances (specifically
sales returns and other allowances); assumptions used in valuing stock-based compensation
instruments; evaluating loss contingencies; and valuation allowances for deferred tax assets.
Actual amounts could differ significantly from these estimates. Our management bases its estimates
and judgments on historical experience and various other factors that are believed to be reasonable
under the circumstances, the results of which form the basis for making judgments about the
carrying values of assets and liabilities and the amounts of revenue and expenses that are not
readily apparent from other sources. Additional information about these critical accounting
policies may be found in the Managements Discussion and Analysis of Financial Condition and
Results of Operations section included in our Annual Report on Form 10-K for the fiscal year ended
December 30, 2006.
In a review of our stock-based compensation accounting methodology performed during our fiscal
quarter ended June 30, 2007, we determined that a cumulative adjustment of $0.5 million of
incremental stock-based compensation expense was required due to a correction in the application of
SFAS No. 123(R). Upon adoption of SFAS No. 123(R) on January 1, 2006, we incorrectly valued 259,700
stock options that were granted between the date that we filed our initial Form S-1 registration
statement with the Securities and Exchange Commission on July 27, 2005 and the date we became a
public company (November 8, 2005). We believe, in accordance with APB 28, paragraph 29, that this
adjustment will not be material to our estimated full year results for 2007. In addition, we do not
believe the adjustment is material to the amounts reported by us in previous periods. This
cumulative adjustment was recorded during the three month period ended June 30, 2007 and is
included in the cost of revenue and operating expenses for the nine month period ended September
29, 2007.
Overview of Results of Operations
The following table sets forth our results of operations as a percentage of revenue for the
three and nine month periods ended September 29, 2007 and September 30, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 29, |
|
September 30, |
|
September 29, |
|
September 30, |
|
|
2007 |
|
2006 |
|
2007 |
|
2006 |
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product revenue |
|
|
91.9 |
% |
|
|
87.9 |
% |
|
|
89.2 |
% |
|
|
87.1 |
% |
Contract revenue |
|
|
8.1 |
|
|
|
12.1 |
|
|
|
10.8 |
|
|
|
12.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue |
|
|
100.0 |
|
|
|
100.0 |
|
|
|
100.0 |
|
|
|
100.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of product revenue |
|
|
61.4 |
|
|
|
51.5 |
|
|
|
59.8 |
|
|
|
54.5 |
|
Cost of contract revenue |
|
|
7.1 |
|
|
|
6.7 |
|
|
|
9.3 |
|
|
|
8.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of revenue |
|
|
68.5 |
|
|
|
58.2 |
|
|
|
69.1 |
|
|
|
63.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
31.5 |
|
|
|
41.8 |
|
|
|
30.9 |
|
|
|
36.7 |
|
Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development |
|
|
7.4 |
|
|
|
7.9 |
|
|
|
8.7 |
|
|
|
8.6 |
|
Selling and marketing |
|
|
17.4 |
|
|
|
8.6 |
|
|
|
20.0 |
|
|
|
15.0 |
|
General and administrative |
|
|
10.1 |
|
|
|
8.5 |
|
|
|
11.7 |
|
|
|
11.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
34.9 |
|
|
|
25.0 |
|
|
|
40.4 |
|
|
|
34.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
|
(3.4 |
) |
|
|
16.8 |
|
|
|
(9.5 |
) |
|
|
2.1 |
|
Other income, net |
|
|
1.3 |
|
|
|
1.8 |
|
|
|
1.8 |
|
|
|
2.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
|
(2.1 |
) |
|
|
18.6 |
|
|
|
(7.7 |
) |
|
|
4.4 |
|
Income tax expense |
|
|
0.1 |
|
|
|
0.4 |
|
|
|
0.1 |
|
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income (loss) |
|
|
(2.2 |
)% |
|
|
18.2 |
% |
|
|
(7.8 |
)% |
|
|
4.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14
Comparison of Three and Nine Months Ended September 29, 2007 and September 30, 2006
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 29, |
|
September 30, |
|
Dollar |
|
Percent |
|
September 29, |
|
September 30, |
|
Dollar |
|
Percent |
|
|
2007 |
|
2006 |
|
Change |
|
Change |
|
2007 |
|
2006 |
|
Change |
|
Change |
|
|
(Dollars in thousands) |
|
|
|
|
|
(Dollars in thousands) |
|
|
|
|
Total revenue |
|
$ |
63,840 |
|
|
$ |
55,047 |
|
|
$ |
8,793 |
|
|
|
16.0 |
% |
|
$ |
150,341 |
|
|
$ |
127,817 |
|
|
$ |
22,524 |
|
|
|
17.6 |
% |
Total revenue for the three months ended September 29, 2007 increased to $63.8 million, or
16.0%, compared to $55.0 million for the three months ended September 30, 2006. Revenue increased
approximately $3.7 million, or 12.2%, in our home robots business and increased approximately $5.1
million, or 20.7%, in our government and industrial business.
The $3.7 million increase in revenue from our home robots division for the three months ended
September 29, 2007 was driven by a $2.4 million increase in home floor care robots revenue due to a
3.1% increase in units shipped and a 4.9% increase in average selling prices, and a $1.3 million
increase in product life cycle revenue (spares and accessories), as compared to the three months
ended September 30, 2006. Total home floor care robots shipped in the three months ended September
29, 2007 was approximately 229,000 units compared to approximately 222,000 units in the three
months ended September 30, 2006. The $5.1 million increase in revenue from our government and
industrial business for the three months ended September 29, 2007 as compared to three months ended
September 30, 2006 was due to a $4.5 million increase in product life cycle revenue (robot spares,
services and training) of our military robots combined with a $2.2 million increase in product
sales driven by a 4.6% increase in units shipped, 114 units compared to 109 units, and a 12.0%
increase in associated net average selling prices. These increases were partially offset by a
decrease of $1.5 million in recurring contract development revenue generated under funded research
and development contracts due mainly to a one-time benefit of $2.2 million recorded in the three
months ended September 30, 2006 relating to a contract modification with the United Kingdom Ministry
of Defence.
Total revenue for the nine months ended September 29, 2007 increased by $22.5 million to
$150.3 million, or 17.6%, compared to $127.8 million for the nine months ended September 30, 2006.
Revenue increased approximately $0.4 million, or 0.6%, in our home robots business and increased
approximately $22.1 million, or 38.6%, in our government and industrial business.
The $0.4 million increase in revenue from our home robots division was driven by a $2.6
million increase in product life cycle revenue (spares and accessories) offset by a $2.2 million
decrease driven by a 0.4% decrease in units shipped and a 2.8% decrease in average selling prices
as compared to the nine months ended September 30, 2006. Total home floor care robots shipped in
the nine months ended September 29, 2007 was approximately 456,000 units compared to approximately
458,000 units in the nine months ended September 30, 2006. The $22.1 million increase in revenue
from our government and industrial business for the nine months ended September 29, 2007 as
compared to nine months ended September 30, 2006 was due to a 37.0% increase in unit shipments of
our military robots combined with a 17.3% increase in associated net average selling prices and a
38.5% increase in product life cycle revenue (robot spares, services and training) of our military
robots. Total military robot units shipped in the nine months ended September 29, 2007 was 363
compared to 265 in the nine months ended September 30, 2006.
Cost of Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 29, |
|
September 30, |
|
Dollar |
|
Percent |
|
September 29, |
|
September 30, |
|
Dollar |
|
Percent |
|
|
2007 |
|
2006 |
|
Change |
|
Change |
|
2007 |
|
2006 |
|
Change |
|
Change |
|
|
(Dollars in thousands) |
|
|
|
|
|
(Dollars in thousands) |
|
|
|
|
Total cost of revenue |
|
$ |
43,728 |
|
|
$ |
32,064 |
|
|
$ |
11,664 |
|
|
|
36.4 |
% |
|
$ |
103,888 |
|
|
$ |
80,864 |
|
|
$ |
23,024 |
|
|
|
28.5 |
% |
As a percentage of
total revenue |
|
|
68.5 |
% |
|
|
58.2 |
% |
|
|
|
|
|
|
|
|
|
|
69.1 |
% |
|
|
63.3 |
% |
|
|
|
|
|
|
|
|
15
Total cost of revenue increased to $43.7 million in the three months ended September 29, 2007,
compared to $32.1 million in the three months ended
September 30, 2006. The increase is primarily due to
higher costs associated with the 3.1% increase in home robot unit sales and 4.6% increase in
government and industrial unit sales and higher average unit costs driven by expansion of our
product line into higher end models in our home robots division.
The home robots division cost of revenue increased as a percent of revenue by 16.8 percentage
points in the three months ended September 29, 2007 as compared to the three months ended September
30, 2006. This increase was primarily attributable to a 34.3% increase in average unit costs,
including the impact of increased nickel prices, the most significant cost element of our
batteries, partially offset by a net 4.9% increase in average selling
prices. The average selling price increase was a result of the sale
of higher priced models offset by reserves taken for product
transition costs.
The government and industrial robots division cost of revenue increased as a percent of revenue by
2.6 percentage points in the three months ended September 29, 2007 as compared to the three months
ended September 30, 2006. This was due to a one time reduction of costs of contract revenue in the
comparable three month period ended September 30, 2006, directly related to the United Kingdom
Ministry of Defence contract modification, partially offset by a 3.3% decrease in the average unit
costs and lower warranty costs.
Total cost of revenue increased to $103.9 million in the nine months ended September 29, 2007,
compared to $80.9 million in the nine months ended
September 30, 2006. The increase is primarily due to
higher costs associated with the 37.0% increase in government and industrial unit sales, and a 9.7%
and 4.6% increase in the average unit costs of our home robots and government and industrial
robots, respectively.
The home robots division cost of revenue increased as a percent of revenue by 9.9 percentage
points in the nine months ended September 29, 2007 as compared to the nine months ended September
30, 2006. This increase was primarily attributable to higher warranty and overhead costs, as well
as higher average unit costs driven by increased battery costs due to
the increased cost of nickel and the mix of higher cost products.
The government and industrial robots division cost of revenue increased as a percent of
revenue by 1.7 percentage points in the nine months ended September 29, 2007 as compared to the
nine months ended September 30, 2006. This increase was due to a one time reduction of costs of
contract revenue in the comparable nine month period ended September 30, 2006 and higher overhead
costs associated with an expanded infrastructure to support our growth and achieve operational
scale as well as higher warranty costs, offset by lower standard
costs and contract costs as a percentage of revenue.
Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 29, |
|
September 30, |
|
Dollar |
|
Percent |
|
September 29, |
|
September 30, |
|
Dollar |
|
Percent |
|
|
2007 |
|
2006 |
|
Change |
|
Change |
|
2007 |
|
2006 |
|
Change |
|
Change |
|
|
(Dollar in thousands) |
|
|
|
|
|
(Dollars in thousands) |
|
|
|
|
Total gross profit |
|
$ |
20,112 |
|
|
$ |
22,983 |
|
|
$ |
(2,871 |
) |
|
|
(12.5 |
%) |
|
$ |
46,453 |
|
|
$ |
46,953 |
|
|
$ |
(500 |
) |
|
|
(1.1 |
%) |
As a percentage of
total revenue |
|
|
31.5 |
% |
|
|
41.8 |
% |
|
|
|
|
|
|
|
|
|
|
30.9 |
% |
|
|
36.7 |
% |
|
|
|
|
|
|
|
|
Gross profit decreased 12.5% to $20.1 million in the three months ended September 29, 2007,
from $23.0 million in the three months ended September 30, 2006. Gross profit as a percentage of
revenue decreased to 31.5% in the three months ended September 29, 2007 from 41.8% of revenue in
the three months ended September 30, 2006. This decrease in gross profit as a percentage of total
revenue was the result of the home robots division gross profit decreasing 16.8 percentage points
and the government and industrial division decreasing 2.6 percentage points, each compared to the
three months ended September 30, 2006. Exclusive of a one time settlement of the United Kingdom
Ministry of Defence contract modification, which occurred during the three months ended September
30, 2006, government and industrial division gross profit would have increased 4.6 percentage
points.
Gross profit decreased 1.1% to $46.5 million in the nine months ended September 29, 2007, from
$47.0 million in the nine months ended September 30, 2006. Gross profit as a percentage of revenue
decreased to 30.9% in the nine months ended September 29, 2007 from 36.7% of revenue in the nine
months ended September 30, 2006. This decrease in gross profit as a percentage of total revenue was
the result of the home robots division gross profit
16
decreasing 9.9 percentage points and by the government and industrial division decreasing 1.7
percentage points, each compared to the nine months ended September 30, 2006.
Research and Development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 29, |
|
September 30, |
|
Dollar |
|
Percent |
|
September 29, |
|
September 30, |
|
Dollar |
|
Percent |
|
|
2007 |
|
2006 |
|
Change |
|
Change |
|
2007 |
|
2006 |
|
Change |
|
Change |
|
|
(Dollars in thousands) |
|
|
|
|
|
(Dollars in thousands) |
|
|
|
|
Total research and
development expense |
|
$ |
4,739 |
|
|
$ |
4,345 |
|
|
$ |
394 |
|
|
|
9.1 |
% |
|
$ |
13,074 |
|
|
$ |
10,946 |
|
|
$ |
2,128 |
|
|
|
19.4 |
% |
As a percentage of
total revenue |
|
|
7.4 |
% |
|
|
7.9 |
% |
|
|
|
|
|
|
|
|
|
|
8.7 |
% |
|
|
8.6 |
% |
|
|
|
|
|
|
|
|
Research and development expenses increased by $0.4 million, or 9.1%, to $4.7 million (7.4% of
revenue) in the three months ended September 29, 2007, from $4.3 million (7.9% of revenue) for the
three months ended September 30, 2006. The increase in research and development expenses is
primarily due to an increase of $0.7 million in compensation, benefits expense and travel
attributed to increased headcount. Material costs associated with internal research and development
projects decreased $0.4 million.
Research and development expenses increased by $2.1 million, or 19.4%, to $13.1 million (8.7%
of revenue) in the nine months ended September 29, 2007, from $11.0 million (8.6% of revenue) for
the nine months ended September 30, 2006. The increase in research and development expenses is
primarily due to an increase of $1.5 million in compensation, benefits expense and travel
attributed to increased headcount. Consulting and material costs associated with internal research
and development projects increased by $0.2 million each.
Given the seasonality of our business and the impact on quarterly revenues, research and
development expenses are expected to fluctuate as a percent of revenue throughout the year. For the
full fiscal year 2007, we expect research and development expenses to be approximately 7% of
revenue.
Overall research and development headcount increased to 105 at September 29, 2007 compared to
92 as of September 30, 2006, an increase of 13 employees or 14%.
In addition to our internal research and development activities discussed above, we incur
research and development expenses under funded development arrangements with both governments and
industrial third parties. For the three and nine months ended September 29, 2007, these expenses
amounted to $4.5 million and $14.0 million compared to $3.7 million and $11.2 million for the three
and nine months ended September 30, 2006, respectively. In accordance with generally accepted
accounting principles, these expenses have been classified as cost of revenue rather than research
and development expense.
Selling and Marketing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 29, |
|
September 30, |
|
Dollar |
|
Percent |
|
September 29, |
|
September 30, |
|
Dollar |
|
Percent |
|
|
2007 |
|
2006 |
|
Change |
|
Change |
|
2007 |
|
2006 |
|
Change |
|
Change |
|
|
(Dollars in thousands) |
|
|
|
|
|
(Dollars in thousands) |
|
|
|
|
Total selling and
marketing expense |
|
$ |
11,115 |
|
|
$ |
4,712 |
|
|
$ |
6,403 |
|
|
|
135.9 |
% |
|
$ |
30,108 |
|
|
|
|
|
|
$ |
19,197 |
|
|
$ |
10,911 |
|
|
|
56.8 |
% |
As a percentage of
total revenue |
|
|
17.4 |
% |
|
|
8.6 |
% |
|
|
|
|
|
|
|
|
|
|
20.0 |
% |
|
|
|
|
|
|
15.0 |
% |
|
|
|
|
|
|
|
|
Selling and marketing expenses increased by $6.4 million, or 135.9%, to $11.1 million (17.4%
of revenue) in the three months ended September 29, 2007 from $4.7 million (8.6% of revenue) in the
three months ended September 30, 2006. The increase was primarily driven by increases of $4.1
million in direct marketing, online and television media, and direct fulfillment related expenses
due primarily to 174% growth in our direct business, including a
recently introduced Scooba infomercial program. Our direct business,
which carries a higher selling and marketing cost per revenue dollar
than retail sales, accounted for 22.5% of our home robots division
revenue in the three months ended September 29, 2007 compared to
9.2% in the three months ended September 30, 2006. Trade
shows and other marketing related activities increased by $1.4 million and
17
compensation and travel expenses increased by $0.7 million as compared to the three months
ended September 30, 2006.
Selling and marketing expenses increased by $10.9 million, or 56.8%, to $30.1 million (20.0%
of revenue) in the nine months ended September 29, 2007 from $19.2 million (15.0% of revenue) in
the nine months ended September 30, 2006. The increase in selling and marketing expense was
primarily driven by increases of $7.7 million in direct marketing, online and television media, and
direct fulfillment related expenses due to 129% growth in our direct
business including a recently introduced Scooba
infomercial program. Our direct business accounted for 28.8% of our home robots division
revenue in the nine months ended September 29, 2007 compared to 12.7%
in the nine months ended September 30, 2006. Trade shows and other marketing related
activities increased by $0.9 million
and compensation, travel and other people related costs increased by $2.4 million as compared to
the nine months ended September 30, 2006.
For the full fiscal year 2007, we expect selling and marketing expenses to be approximately
19% of revenue with sales and marketing spending generally increasing as the holiday season
approaches.
Overall selling and marketing headcount increased to 36 at September 29, 2007 compared to 28
as of September 30, 2006, an increase of 8 employees or 29% growth.
General and Administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 29, |
|
September 30, |
|
Dollar |
|
Percent |
|
September 29, |
|
September 30, |
|
Dollar |
|
Percent |
|
|
2007 |
|
2006 |
|
Change |
|
Change |
|
2007 |
|
2006 |
|
Change |
|
Change |
|
|
(Dollars in thousands) |
|
|
|
|
|
(Dollars in thousands) |
|
|
|
|
Total general and
administrative
expense |
|
$ |
6,459 |
|
|
$ |
4,663 |
|
|
$ |
1,796 |
|
|
|
38.5 |
% |
|
$ |
17,538 |
|
|
$ |
14,074 |
|
|
$ |
3,464 |
|
|
|
24.6 |
% |
As a percentage of
total revenue |
|
|
10.1 |
% |
|
|
8.5 |
% |
|
|
|
|
|
|
|
|
|
|
11.7 |
% |
|
|
11.0 |
% |
|
|
|
|
|
|
|
|
General and administrative expenses increased by $1.8 million, or 38.5%, to $6.5 million
(10.1% of revenue) in the three months ended September 29, 2007 from $4.7 million (8.5% of revenue)
in the three months ended September 30, 2006. The increase in general and administrative expenses
was driven by increased compensation expense due to increased
headcount and increased legal fees, mainly relating to proprietary technology litigation, over the comparable period.
General and administrative expenses increased by $3.5 million, or 24.6% to $17.5 million
(11.7% of revenue) in the nine months ended September 29, 2007 from $14.1 million (11.0% of
revenue) in the nine months ended September 30, 2006. The increase in general and administrative
expenses was driven by increased compensation expense due to increased
headcount, increased stock compensation expense, and increased legal fees, mainly
relating to proprietary technology litigation, over the comparable period.
Given the seasonality of our business and the impact on quarterly revenues, general and
administrative expenses are expected to fluctuate as a percent of revenue throughout the year. For
the full fiscal year 2007, we expect general and administrative expenses to be approximately 9% of
revenue as compared to the 10.1% of revenue we experienced in the three months ended September 29,
2007.
Overall general and administrative headcount increased to 84 at September 29, 2007 compared to
69 as of September 30, 2006, an increase of 15 employees or 22% growth.
18
Other Income, Net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 29, |
|
September 30, |
|
Dollar |
|
Percent |
|
September 29, |
|
September 30, |
|
Dollar |
|
Percent |
|
|
2007 |
|
2006 |
|
Change |
|
Change |
|
2007 |
|
2006 |
|
Change |
|
Change |
|
|
(Dollars in thousands) |
|
|
|
|
|
(Dollars in thousands) |
|
|
|
|
Total other income
net |
|
$ |
845 |
|
|
$ |
978 |
|
|
$ |
(133 |
) |
|
|
(13.6 |
%) |
|
$ |
2 ,663 |
|
|
$ |
2,847 |
|
|
$ |
(184 |
) |
|
|
(6.5 |
%) |
As a percentage of
total revenue |
|
|
1.3 |
% |
|
|
1.8 |
% |
|
|
|
|
|
|
|
|
|
|
1.8 |
% |
|
|
2.3 |
% |
|
|
|
|
|
|
|
|
Other income, net amounted to $0.8 million
for the three months ended September 29, 2007
compared to $1.0 million for the three months ended September 30, 2006.
Other income, net amounted to $2.7 million for the nine months ended September 29, 2007
compared to $2.8 million for the nine months ended September 30, 2006.
Other income, net was directly related to interest income resulting from the investment in
auction rate debt securities and money market accounts. The lower other income, net for both the
three and nine month periods ended September 29, 2007 as compared to the three and nine
month periods ended September 30, 2006 is attributable to lower average auction rate debt
securities and money market account balances.
Income Tax Provision
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 29, |
|
September 30, |
|
Dollar |
|
Percent |
|
September 29, |
|
September 30, |
|
Dollar |
|
Percent |
|
|
2007 |
|
2006 |
|
Change |
|
Change |
|
2007 |
|
2006 |
|
Change |
|
Change |
|
|
(Dollars in thousands) |
|
|
|
|
|
(Dollars in thousands) |
|
|
|
|
Total income tax
provision |
|
$ |
22 |
|
|
$ |
199 |
|
|
$ |
(177 |
) |
|
|
(88.9 |
%) |
|
$ |
51 |
|
|
$ |
235 |
|
|
$ |
(184 |
) |
|
|
(78.3 |
%) |
As a percentage of
total revenue |
|
|
0.1 |
% |
|
|
0.4 |
% |
|
|
|
|
|
|
|
|
|
|
0.1 |
% |
|
|
0.2 |
% |
|
|
|
|
|
|
|
|
The provision for income taxes for the three and nine months ended September 29, 2007 and
September 30, 2006 consists primarily of state taxes.
Liquidity and Capital Resources
At September 29, 2007 our principal sources of liquidity were cash and cash equivalents
totaling $23.2 million, short-term investments of $26.3 million, and accounts receivable of $35.2
million.
We manufacture and distribute our products through contract manufacturers and third-party
logistics providers. We believe that this approach gives us the advantages of relatively low
capital investment and significant flexibility in scheduling production and managing inventory
levels. By leasing our office facilities, we also minimize the cash needed for expansion. However,
cash flow will be impacted in the coming quarters as we build out new leased facilities for
occupancy during the second quarter of 2008. Accordingly, our capital spending is generally limited
to leasehold improvements, computers, office furniture and product-specific production tooling and
test equipment. In the nine month periods ended September 29, 2007 and September 30, 2006, we spent
$6.5 million and $3.8 million, respectively, on capital equipment.
Our home robots product sales are, and are expected to continue to be, highly seasonal. This
seasonality typically results in a break even or net use of cash in support of operating needs
during the first half of the year with the low point generally occurring in the third quarter or
early in the fourth quarter, and a favorable cash flow towards the end of the year.
19
Discussion of Cash Flows
Net cash used by our operating activities in the nine months ended September 29, 2007 was
$14.2 million compared to net cash used by operating activities of $0.8 million in the nine months
ended September 30, 2006. The cash used by our operating activities in the nine months ended
September 29, 2007 was primarily due to an increase in accounts receivable (including unbilled
revenue) of $7.4 million, an increase in inventory of $22.8 million in anticipation of the holiday
buying season, and a net loss of $11.7 million, offset by a decrease in other assets of $0.8 million
and a net increase in liabilities of $19.4 million. In addition, in the nine months ended September
29, 2007, we had depreciation and amortization of approximately $4.0 million and stock-based
compensation of $3.5 million, both of which are non-cash expenses. The cash used by our operating
activities in the nine months ended September 30, 2006 was primarily due to an increase in accounts
receivable (including unbilled revenue) of $7.3 million and an increase in inventory of $7.9
million in anticipation of the holiday buying season, offset by net income of $5.3 million, a
decrease in other assets of $0.4 million, and an increase in liabilities of $4.1 million. In
addition, in the nine months ended September 30, 2006, we had depreciation and amortization of
approximately $2.7 million and stock-based compensation of $1.8 million, both of which are non-cash
expenses.
Net cash provided by our investing activities was $32.0 million in the nine months ended
September 29, 2007 compared to net cash used by our investing activities of $67.7 million in the
nine months ended September 30, 2006. Investing activities in the nine months ended September 29,
2007 represent the sale of short-term investments of $83.3 million, offset by the purchase of
short-term investments of $44.8 million and the purchase of capital equipment of $6.5 million.
Investing activities in the nine months ended September 30, 2006 represent the purchase of
short-term investments of $108.2 million and capital equipment of $3.8 million, offset by the sale
of short-term investments of $44.3 million.
Net cash used by our financing activities was approximately $0.3 million in the nine months
ended September 29, 2007 compared to net cash provided by our financing activities of $0.8 million
in the nine months ended September 30, 2006. Included in the financing activities for the nine
months ended September 29, 2007 was a $1.6 million payment by us of the minimum tax withholding
obligation relating to a stock option exercise during the period. This figure was offset by $1.3
million of proceeds from the exercise of stock options. Net cash provided by our financing
activities for the nine months ended September 30, 2006 represent the proceeds from the exercise of
common stock options.
The majority of our long-lived assets for the nine months ended September 29, 2007 and
September 30, 2006 are located in the United States. However, we have invested in production
tooling for the manufacture of the Roomba, Scooba and Looj product lines in China.
Working Capital Facility
On June 5, 2007, we entered into a $35 million unsecured revolving credit facility with Bank
of America, N.A. to replace our expired working capital line of credit with Bank of America. The
credit facility will be available to fund working capital and other corporate purposes. The
interest on loans under our working capital line of credit will accrue, at our election, at either
(i) Bank of Americas prime rate minus 1% or (ii) the Eurodollar rate plus 1.25%. The credit
facility will terminate and all amounts outstanding thereunder will be due and payable in full on
June 5, 2010. As of September 29, 2007, we had letters of credit outstanding of $2.1 million and
$32.9 million available under our working capital line of credit. This credit facility contains
customary terms and conditions for credit facilities of this type, including restrictions on our
ability to incur or guaranty additional indebtedness, create liens, enter into transactions with
affiliates, make loans or investments, sell assets, pay dividends or make distributions on, or
repurchase, our stock, and consolidate or merge with other entities.
In addition, we are required to meet certain financial covenants customary with this type of
agreement, including maintaining a minimum specified tangible net worth, a minimum specified ratio
of current assets to current liabilities and a minimum specified annual net income.
This credit facility contains customary events of default, including for payment defaults,
breaches of representations, breaches of affirmative or negative covenants, cross defaults to other
material indebtedness, bankruptcy and failure to discharge certain judgments. If a default occurs
and is not cured within any applicable cure
20
period or is not waived, our obligations under the credit facility may be accelerated. At
September 29, 2007, we were in compliance with all covenants under the credit facility.
Equipment Financing Facility
On June 5, 2007, we entered into a $15 million secured equipment facility with Banc of America
Leasing and Capital, LLC under which we can finance the acquisition of equipment, furniture and
leasehold improvements. We may borrow amounts under the equipment facility until July 1, 2008 and
any amounts borrowed during that period will accrue interest at 30-day LIBOR plus 1%. After July 1,
2008, all amounts then outstanding under the equipment line will be repaid in 60 equal monthly
installments commencing in July 2008 and will accrue interest, at our election, at either a fixed
or variable rate of interest. Our obligations under the equipment facility will be secured by any
financed equipment. As of September 29, 2007, we had no amounts outstanding and $15.0 million
available under our equipment financing line of credit.
This equipment facility contains customary terms and conditions for equipment facilities of
this type, including, without limitation, restrictions on our ability to transfer, encumber or
dispose of the financed equipment. In addition, we are required to meet certain financial covenants
customary to this type of agreement, including maintaining a minimum specified tangible net worth,
a minimum specified ratio of current assets to current liabilities and a minimum specified annual
net income.
This equipment facility contains customary events of default, including for payment defaults,
breaches of representations, breaches of affirmative or negative covenants, cross defaults to other
material indebtedness, bankruptcy and failure to discharge certain judgments. If a default occurs
and is not cured within any applicable cure period or is not waived, or if we repay all of our
indebtedness under our credit facility with Bank of America, N.A., our obligations under this
equipment facility may be accelerated. At September 29, 2007, we were in compliance with all
covenants under the equipment facility.
Working Capital and Capital Expenditure Needs
We currently have no material cash commitments, except for normal recurring trade payables,
expense accruals and operating leases, all of which we anticipate funding through working capital,
funds provided by operating activities and our existing capital line of credit. We do anticipate
making significant capital commitments in the next several months for expenditures associated with
the planned move to our new corporate headquarters on or about May 1, 2008. These expenditures will
be jointly funded by the landlord for this site and by us. Other than this project, we do not
currently anticipate significant investment in property, plant and equipment, and we believe that
our outsourced approach to manufacturing provides us with flexibility in both managing inventory
levels and financing our inventory. We believe our existing cash and cash equivalents, short-term
investments, cash provided by operating activities, and funds available through our working capital
line of credit will be sufficient to meet our working capital and capital expenditure needs over at
least the next twelve months. In the event that our revenue plan does not meet our expectations, we
may eliminate or curtail expenditures to mitigate the impact on our working capital. Our future
capital requirements will depend on many factors, including our rate of revenue growth, the
expansion of our marketing and sales activities, the timing and extent of spending to support
product development efforts, the timing of introductions of new products and enhancements to
existing products, the acquisition of new capabilities or technologies, and the continuing market
acceptance of our products and services. Moreover, to the extent that existing cash and cash
equivalents, short-term investments, cash from operations, and cash from short-term borrowing are
insufficient to fund our future activities, we may need to raise additional funds through public or
private equity or debt financing. Although we are currently not a party to any agreement or binding
letter of intent with respect to potential investments in, or acquisitions of, businesses, services
or technologies, we may enter into these types of arrangements in the future, which could also
require us to seek additional equity or debt financing. Additional funds may not be available on
terms favorable to us or at all.
21
Contractual Obligations
We generally do not enter into binding purchase commitments. Our principal commitments consist
of obligations under our working capital line of credit, leases for office space and minimum
contractual obligations for services. The following table describes our commitments to settle
contractual obligations in cash as of September 29, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period |
|
|
|
Less Than |
|
|
1 to 3 |
|
|
3 to 5 |
|
|
More Than |
|
|
|
|
|
|
1 Year |
|
|
Years |
|
|
Years |
|
|
5 Years |
|
|
Total |
|
|
|
(In thousands) |
|
Operating leases |
|
$ |
2,813 |
|
|
$ |
4,806 |
|
|
$ |
4,460 |
|
|
$ |
15,595 |
|
|
$ |
27,674 |
|
Minimum contractual payments |
|
|
|
|
|
|
8,500 |
|
|
|
10,500 |
|
|
|
1,500 |
|
|
|
20,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
2,813 |
|
|
$ |
13,306 |
|
|
$ |
14,960 |
|
|
$ |
17,095 |
|
|
$ |
48,174 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Off-Balance Sheet Arrangements
As of September 29, 2007, we had no off-balance sheet arrangements as defined in Item
303(a)(4) of Regulation S-K.
Recently Issued Accounting Pronouncements
See Footnote 2 to the Consolidated Financial Statements for a discussion of recently issued
accounting pronouncements.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
Interest Rate Sensitivity
At September 29, 2007, we had unrestricted cash and cash equivalents of $23.2 million and
short-term investments of $26.3 million. The unrestricted cash and cash equivalents are held for
working capital purposes. We do not enter into investments for trading or speculative purposes.
Some of the securities in which we invest, however, may be subject to market risk. This means that
a change in prevailing interest rates may cause the principal amount of the investment to
fluctuate. To minimize this risk in the future, we intend to maintain our portfolio of cash
equivalents and short-term investments in a variety of securities, including auction rate
securities, commercial paper, money market funds, debt securities and certificates of deposit. Due
to the short-term nature of these investments, we believe that we do not have any material exposure
to changes in the fair value of our investment portfolio as a result of changes in interest rates.
As of September 29, 2007, all of our cash equivalents were held in money market accounts and our
short-term investments were comprised of auction rate securities.
Our exposure to market risk also relates to the increase or decrease in the amount of interest
expense we would be required to pay on outstanding debt instruments, primarily certain borrowings
under our bank line of credit. The advances under this line of credit bear a variable rate of
interest determined as a function of the prime rate or the published LIBOR rate at the time of the
borrowing. At September 29, 2007, there were no borrowings outstanding under our working capital
line of credit or our equipment line.
Exchange Rate Sensitivity
Nearly all of our revenue is derived from transactions denominated in U.S. dollars, even
though we maintain sales and business operations in foreign countries. As such, we have exposure to
adverse changes in exchange rates associated with operating expenses of our foreign operations, but
we believe this exposure to be immaterial. We expect the level of non-US dollar denominated revenue
to increase as we continue to expand internationally. We will regularly monitor this activity to
determine if actions should be undertaken in order to minimize any related exposure.
22
Item 4. Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial
Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule
13a-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on that
evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures as of the end of the period covered by this report were effective in
ensuring that information required to be disclosed by us in reports that we file or submit under
the Exchange Act is recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commissions rules and forms. We believe that a control system, no
matter how well designed and operated, cannot provide absolute assurance that the objectives of the
control system are met, and no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within a company have been detected.
There was no change in our internal control over financial reporting (as defined in Rule
13a-15(f) of the Exchange Act) that occurred during the period covered by this report that has
materially affected, or is reasonably likely to materially affect, our internal control over
financial reporting.
Part II. Other Information
Item 1. Legal Proceedings
From time to time and in the ordinary course of business, we are subject to various claims,
charges and litigation. The outcome of litigation cannot be predicted with certainty and some
lawsuits, claims or proceedings may be disposed of unfavorably to us, which could materially affect
our financial condition or results of operations.
On August 17, 2007, we filed a lawsuit in Massachusetts Superior Court against Robotic FX,
Inc. and Jameel Ahed alleging, among other things, misappropriation of trade secrets and breach of
contract. The case was subsequently removed to the United States District Court for the District
of Massachusetts. On August 17, 2007, we filed a lawsuit in the United States District Court for
the Northern District of Alabama against Robotic FX, Inc. alleging willful infringement of two
patents owned by us. In each matter, we seek both injunctive and monetary relief.
Item 1A. Risk Factors
We operate in a rapidly changing environment that involves a number of risks that could
materially affect our business, financial condition or future results, some of which are beyond our
control. In addition to the other information set forth in this report, the risks and uncertainties
that we believe are most important for you to consider are discussed in Part I, Item 1A. Risk
Factors in our Annual Report on Form 10-K for the year ended December 30, 2006, which could
materially affect our business, financial condition or future results. There are no material
changes to the Risk Factors described in our Annual Report on Form 10-K for the fiscal year ended
December 30, 2006 other than changes to the risk factors listed below entitled We depend on single
source manufacturers, and our reputation and results of operations would be harmed if these
manufacturers fail to meet our requirements. and We depend on the experience and expertise of our
senior management team and key technical employees, and the loss of any key employee may impair our
ability to operate effectively. These risk factors have been updated to reflect an update
regarding our contract manufacturers and recent changes in management, respectively. Additional
risks and uncertainties not presently known to us, which we currently deem immaterial or which are
similar to those faced by other companies in our industry or business in general, may also impair
our business operations.
We depend on single source manufacturers, and our reputation and results of operations would be
harmed if these manufacturers fail to meet our requirements.
We currently depend on one contract manufacturer, Jetta Company Limited, to manufacture our
Roomba 400 series and Scooba series of home robot products at a single plant in China, and one
contract manufacturer, Kin Yat Industrial Co. Ltd., to manufacture our Roomba 500 series of home
robot products at a single plant in China. Moreover, we rely on one contract manufacturer, Gem City
Engineering Corporation, to manufacture our military products at a single plant in the United
States. We do not have a long-term contract with Jetta Company Limited and
23
the manufacture of our consumer products is provided on a purchase-order basis. These
manufacturers supply substantially all of the raw materials and provide all facilities and labor
required to manufacture our products. If these companies were to terminate their arrangements with
us or fail to provide the required capacity and quality on a timely basis, we would be unable to
manufacture our products until replacement contract manufacturing services could be obtained. To
qualify a new contract manufacturer, familiarize it with our products, quality standards and other
requirements, and commence volume production is a costly and time-consuming process. We cannot
assure you that we would be able to establish alternative manufacturing relationships on acceptable
terms.
Our reliance on these contract manufacturers involves certain risks, including the following:
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lack of direct control over production capacity and delivery schedules; |
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lack of direct control over quality assurance, manufacturing yields and production costs; |
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lack of enforceable contractual provisions over the production and costs of consumer
products; |
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risk of loss of inventory while in transit from China; and |
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risks associated with international commerce with China, 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. |
Any interruption in the manufacture of our products would be likely to result in delays in
shipment, lost sales and revenue and damage to our reputation in the market, all of which would
harm our business and results of operations. In addition, while our obligations with our contract
manufacturers in China are typically denominated in U.S. dollars, changes in currency exchange
rates could impact our suppliers and increase our prices. In particular, the Chinese government
announced in 2005 that the Chinese yuan has moved to a managed floating exchange rate regime, which
could lead to our suppliers in China negotiating increased pricing terms with us.
We depend on the experience and expertise of our senior management team and key technical
employees, and the loss of any key employee may impair our ability to operate effectively.
Our success depends upon the continued services of our senior management team and key
technical employees, such as our project management personnel and senior engineers. Moreover, we
often must comply with provisions in government contracts that require employment of persons with
specified levels of education and work experience. Each of our executive officers, key technical
personnel and other employees could terminate his or her relationship with us at any time. The loss
of any member of our senior management team might significantly delay or prevent the achievement of
our business objectives and could materially harm our business and customer relationships. In
addition, because of the highly technical nature of our robots, the loss of any significant number
of our existing engineering and project management personnel could have a material adverse effect
on our business and operating results.
Item 5. Other Information
Our policy governing transactions in our securities by directors, officers, and employees
permits our officers, directors, funds affiliated with our directors, and certain other persons to
enter into trading plans complying with Rule 10b5-l under the Securities Exchange Act of 1934, as
amended. We have been advised that certain officers (including Joseph Dyer, President, Government
and Industrial Robots; Geoffrey Clear, Senior Vice President, Chief Financial Officer & Treasurer
and Glen Weinstein, Senior Vice President, General Counsel & Secretary) of the Company have entered
into a trading plan (each a Plan and collectively, the Plans) covering periods after the date
of this quarterly report on Form 10-Q in accordance with Rule 10b5-l and our policy governing
transactions in our securities. Generally, under these trading plans, the individual relinquishes
control over the transactions once the trading plan is put into place. Accordingly, sales under
these plans may occur at any time, including possibly before, simultaneously with, or immediately
after significant events involving our company.
We anticipate that, as permitted by Rule 10b5-l and our policy governing transactions in our
securities, some or all of our officers, directors and employees may establish trading plans in the
future. We intend to disclose the names of executive officers and directors who establish a trading
plan in compliance with Rule 10b5-l and the
24
requirements of our policy governing transactions in our securities in our future quarterly
and annual reports on Form 10-Q and 10-K filed with the Securities and Exchange Commission.
However, we undertake no obligation to update or revise the information provided herein, including
for revision or termination of an established trading plan, other than in such quarterly and annual
reports.
25
Item 6. Exhibits
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Exhibit Number |
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Description |
31.1
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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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31.2
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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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32.1
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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 |
26
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 thereunto duly authorized.
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iROBOT CORPORATION
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Date: October 31, 2007 |
By: |
/s/ Geoffrey P. Clear
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Geoffrey P. Clear |
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Senior Vice President, Chief Financial Officer
and Treasurer (Duly Authorized Officer and
Principal Financial Officer) |
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27
EXHIBIT INDEX
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Exhibit Number |
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Description |
31.1
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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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31.2
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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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32.1
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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 |
28
exv31w1
Exhibit 31.1
Certifications
I, Colin M. Angle, certify that:
1. |
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I have reviewed this Quarterly Report on Form 10-Q of iRobot Corporation; |
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2. |
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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; |
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3. |
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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 registrants 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: |
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a) |
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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; |
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b) |
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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; |
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c) |
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Evaluated the effectiveness of the registrants 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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d) |
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Disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrants internal control
over financial reporting; and |
5. |
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The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing the equivalent
functions): |
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a) |
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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 registrants ability to record, process, summarize and report financial information;
and |
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b) |
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Any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrants internal control over financial reporting. |
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Date: October 31, 2007
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/s/ Colin M. Angle
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Colin M. Angle |
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Chief Executive Officer |
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exv31w2
Exhibit 31.2
Certifications
I, Geoffrey P. Clear, certify that:
1. |
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I have reviewed this Quarterly Report on Form 10-Q of iRobot Corporation; |
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2. |
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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; |
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3. |
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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 registrants 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: |
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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; |
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b) |
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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; |
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c) |
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Evaluated the effectiveness of the registrants 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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d) |
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Disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrants internal control
over financial reporting; and |
5. |
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The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing the equivalent
functions): |
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a) |
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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 registrants ability to record, process, summarize and report financial information;
and |
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b) |
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Any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrants internal control over financial reporting. |
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Date: October 31, 2007
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/s/ Geoffrey P. Clear
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Geoffrey P. Clear |
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Chief Financial Officer |
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exv32w1
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of iRobot Corporation (the Company) for
the period ending September 29, 2007 as filed with the Securities and Exchange Commission on the
date hereof (the Report), we, Colin M. Angle, the Chief Executive Officer of the Company and
Geoffrey P. Clear, the Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to our
knowledge, that:
(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.
This certification is being provided pursuant to 18 U.S.C. 1350 and is not to be deemed a part
of the Report, nor is it to be deemed to be filed for any purpose whatsoever.
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Dated October 31, 2007
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/s/ Colin M. Angle
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Colin M. Angle |
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Chief Executive Officer |
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Dated October 31, 2007
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/s/ Geoffrey P. Clear |
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Geoffrey P. Clear |
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Chief Financial Officer |
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