Table of Contents
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): April 30,
2008
iROBOT CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 000-51598 | 77-0259335 | |
| (Commission File Number) | (IRS Employer Identification No.) |
| 8 Crosby Drive, Bedford, Massachusetts | 01730 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (781) 430-3000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Table of Contents
Item 2.02 Results of Operations and Financial Condition.
On April 30, 2008, iRobot Corporation (the “Company”) announced its financial results for the
fiscal quarter ended March 29, 2008. A copy of the press release is being furnished as Exhibit 99.1
to this Report on Form 8-K.
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 30, 2008, the Company announced the appointment of John J. Leahy as Executive Vice
President, Chief Financial Officer and Treasurer, effective June 9, 2008. From August 2007 to
September 2007, Mr. Leahy, who is 50 years old, served as Executive Vice President, Chief Financial
Officer, Principal Financial/Accounting Officer and Assistant Treasurer of The Hanover Insurance
Group, Inc. From 1999 to 2007, Mr. Leahy served as Executive Vice President and Chief Financial
Officer of Keane, Inc., and served as interim President and Chief Executive Officer from May 2006
to January 2007. Mr. Leahy received a B.S. in Finance from Merrimack College and an M.B.A. from
Boston College.
On April 30, 2008, Geoffrey P. Clear announced his intention to resign as Senior Vice
President, Chief Financial Officer and Treasurer of the Company effective upon the commencement of
Mr. Leahy’s employment. Mr. Clear will remain employed by the Company, as Senior Finance Advisor
to the Chief Executive Officer, to assist with the transition.
Item 7.01 Regulation FD Disclosure.
On April 30, 2008, the Company issued a press release announcing the appointment of Mr. Leahy
as Executive Vice President, Chief Financial Officer and Treasurer, a copy of which is being
furnished as Exhibit 99.2 to this Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| 99.1 | Press Release issued by iRobot Corporation on April 30, 2008, furnished herewith. |
| 99.2 | Press Release issued by iRobot Corporation on April 30, 2008, furnished herewith. |
The information in Item 2.02, Item 7.01, Exhibit 99.1 and Exhibit 99.2, attached hereto, is
intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of
that section, nor shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such
filing.
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| iRobot Corporation |
||||
| April 30, 2008 | By: | /s/ Glen D. Weinstein | ||
| Name: | Glen D. Weinstein | |||
| Title: | General Counsel and Secretary | |||
Table of Contents
EXHIBIT INDEX
| Exhibit Number | Description | |
99.1
|
Press Release issued by iRobot Corporation on April 30, 2008, furnished herewith. | |
99.2
|
Press Release issued by iRobot Corporation on April 30, 2008, furnished herewith. |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contacts: |
||
Elise Caffrey
|
Nancy Smith | |
Investor Relations
|
Media Relations | |
iRobot Corp.
|
iRobot Corp. | |
(781) 430-3003
|
(781) 430-3323 | |
ecaffrey@irobot.com
|
nsmith@irobot.com |
iRobot Reports First Quarter 2008 Results
Revenue Up 45 Percent; Cautious About Retail Sector Second Half of 2008
BEDFORD, Mass., April 30, 2008 — iRobot Corp. (NASDAQ: IRBT) today announced its financial results
for the fiscal quarter ended March 29, 2008.
“In Q1, we delivered our 15th consecutive quarter of year-over-year revenue growth,”
said Colin Angle, chief executive officer of iRobot. “We continue to see strong demand for our
products in both divisions. Home Robot revenue was up 55 percent with significant increases in
international home robot revenue from Q1 2007. Government & Industrial revenue grew 35 percent in
the first quarter from the first quarter a year ago. That said, we faced some macro economic
challenges during the quarter that impacted our bottom line and changed our outlook for the rest of
2008,” he added.
“Over the past two months, the overall retail environment has deteriorated. Due to the financial
condition of one of our key customers, Linens ‘n Things, we did not recognize revenue for $1.8
million of shipments made to them in Q1. As compared to first quarter 2007, this accounted for a
2.3 percentage point decline in gross margin and a $0.05 decrease in earnings per share.
“The financial expectations we shared on February 20th assumed a unit growth rate that
we thought was reasonable in a recession, and we have seen sell through performance that meets or
exceeds that model. In the current U.S. economic climate, however, we anticipate that it will be
difficult for our retail partners to buy as aggressively as they have in the past to fill their
shelves with product in the back half of the year. Therefore, we are reiterating our expectations
for first half 2008 financial performance and modifying our expectations for full year 2008
financial performance.”
Current expectations for first half and full year 2008 financial performance are as follows:
| First Half | Full Year | |||
Current Guidance |
||||
Revenue
|
$109M — $112M | $295M — $305M | ||
Pre-Tax Net Income (Loss)
|
($17M — $19M) | $5M — $7M | ||
Earnings Per Share (Loss Per Share)
|
($0.42 — $0.45) | $0.12 — $0.17 | ||
iRobot Corporation
8 Crosby Drive, Bedford, MA 01730, Phone: 781-430-3000, Fax:781-430-3100, www.irobot.com
February 20, 2008 Guidance |
||||
Revenue
|
$109M — $112M | $300M — $310M | ||
Pre-Tax Net Income (Loss)
|
($17M — $19M) | $8M — $10M | ||
Earnings Per Share (Loss Per Share)
|
($0.42 — $0.45) | $0.18 — $0.23 |
Financial Highlights:
| • | Revenues for the first quarter of 2008 grew to $57.3 million, compared with $39.5 million in the first quarter of 2007. |
| • | Gross profit for the first quarter of 2008 increased to $15.4 million (26.8 percent of sales), compared with $11.1 million (28.2 percent of sales) in the first quarter of 2007. |
| • | Net loss in the first quarter of 2008 was $4.0 million compared with a net loss in the first quarter of 2007 of $5.5 million. |
Business Highlights:
| • | iRobot announced the company reached a funding agreement with the U.S. Army’s Lead Systems Integrator (LSI) of Boeing and Science Applications International Corporation team on the previously determined direction of SUGV acceleration on January 17, 2008 under the Future Combat Systems (FCS) Program. This contract has grown from $23 million in 2003 to its current level of approximately $63 million. |
| • | iRobot announced an expansion of the iRobot Verro™ Pool Cleaning Robot line. Three robots are available for the 2008 pool season, including two new models, the Verro 100 Pool Cleaning Robot at $399 and the Verro 500 Pool Cleaning Robot at $999. |
| • | iRobot announced it received an award under the Defense Advanced Research Projects Agency’s (DARPA) LANdroids program to develop a new portable communications relay robot that is small, inexpensive, intelligent and robust. The goal of the DARPA LANdroids program is to develop technologies to enable the warfighter operating in dense urban environments to rapidly deploy and maintain a vital communications infrastructure. |
First-Quarter Conference Call
iRobot will host a conference call tomorrow at 8:30 a.m. ET to discuss its financial results for
the fiscal quarter ended March 29, 2008, business outlook, and outlook for future financial
performance. To access the call, investors should dial 719-325-4859 approximately 10 minutes prior
to the initiation of the teleconference and reference iRobot. A live, audio broadcast of the
conference call also will be available at http://investors.irobot.com/events.cfm. An archived
version of the broadcast will be available on the same Web site shortly after the conclusion of the
live event. A replay of the telephone conference call will be available through midnight on May 15,
and can be accessed by dialing 719-457-0820, access code 3518435.
About iRobot Corp.
iRobot is a provider of robots that perform dull, dirty or dangerous missions in a better way. The
company’s proprietary technology, iRobot AWARE Robot Intelligence Systems, incorporates advanced
concepts in navigation, mobility, manipulation and artificial intelligence. This proprietary system
enables iRobot to build behavior-based robots, including its family of consumer and military
robots. For additional information about iRobot, please visit www.irobot.com.
iRobot Corporation
8 Crosby Drive, Bedford, MA 01730, Phone: 781-430-3000, Fax:781-430-3100, www.irobot.com
For iRobot Investors
Certain statements made in this press release that are not based on historical information are
forward-looking statements which are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. This press release contains express or implied
forward-looking statements relating to, among other things, iRobot Corp.’s expectations concerning
future financial performance and demand for and market acceptance of its products. These statements
are neither promises nor guarantees, but are subject to a variety of risks and uncertainties, many
of which are beyond our control, which could cause actual results to differ materially from those
contemplated in these forward-looking statements. In particular, the risks and uncertainties
include, among other things: general economic conditions, our ability to operate in an emerging
market, fluctuations in our operating results and the seasonality of our business, our ability to
enhance our current consumer robots or develop new consumer robots, our dependence on the U.S.
federal government and government contracts, our ability to expand our product offering beyond our
current markets, market acceptance of our products, our ability to manage our rapid growth, changes
in government policies or spending priorities and competition. Existing and prospective investors
are cautioned not to place undue reliance on these forward-looking statements, which speak only as
of the date hereof. iRobot Corp. undertakes no obligation to update or revise the information
contained in this press release, whether as a result of new information, future events or
circumstances or otherwise. For additional disclosure regarding these and other risks faced by
iRobot Corp., see the disclosure contained in our public filings with the Securities and Exchange
Commission.
iRobot Corporation
8 Crosby Drive, Bedford, MA 01730, Phone: 781-430-3000, Fax:781-430-3100, www.irobot.com
iRobot Corporation
Consolidated Statement of Operations
(in thousands, except per share amounts)
Consolidated Statement of Operations
(in thousands, except per share amounts)
| For the three months ended | ||||||||
| March 29, | March 31, | |||||||
| 2008 | 2007 | |||||||
| (unaudited) | ||||||||
Revenue |
||||||||
Product revenue |
$ | 50,575 | $ | 34,121 | ||||
Contract revenue |
6,727 | 5,366 | ||||||
Total |
57,302 | 39,487 | ||||||
Cost of Revenue |
||||||||
Product revenue |
36,195 | 23,486 | ||||||
Contract revenue |
5,747 | 4,884 | ||||||
Total |
41,942 | 28,370 | ||||||
Gross Profit |
15,360 | 11,117 | ||||||
Operating Expense |
||||||||
Research & development |
3,973 | 4,156 | ||||||
Selling & marketing |
11,458 | 8,049 | ||||||
General & administrative |
6,778 | 5,327 | ||||||
Total |
22,209 | 17,532 | ||||||
Operating loss |
(6,849 | ) | (6,415 | ) | ||||
Other income, net |
495 | 931 | ||||||
Pre-tax loss |
(6,354 | ) | (5,484 | ) | ||||
Income tax expense (benefit) |
(2,349 | ) | 17 | |||||
Net loss |
$ | (4,005 | ) | $ | (5,501 | ) | ||
Net loss per common share: |
||||||||
Basic and diluted |
$ | (0.16 | ) | $ | (0.23 | ) | ||
Shares used in Per Common Share Calculations: |
||||||||
Basic and diluted |
24,506 | 23,902 | ||||||
Stock-based compensation included in above
figures: |
||||||||
Cost of product revenue |
$ | 154 | $ | 120 | ||||
Cost of contract revenue |
59 | 77 | ||||||
Research & development |
(33 | ) | (9 | ) | ||||
Selling & marketing |
161 | 157 | ||||||
General & administrative |
597 | 312 | ||||||
Total |
$ | 938 | $ | 657 | ||||
iRobot Corporation
8 Crosby Drive, Bedford, MA 01730, Phone: 781-430-3000, Fax:781-430-3100, www.irobot.com
iRobot Corporation
Condensed Consolidated Balance Sheet
(in thousands)
Condensed Consolidated Balance Sheet
(in thousands)
| March 29, | December 29, | |||||||
| 2008 | 2007 | |||||||
| (unaudited) | (audited) | |||||||
Assets |
||||||||
Cash and equivalents |
$ | 22,861 | $ | 26,735 | ||||
Short term investments |
— | 16,550 | ||||||
Accounts receivable, net |
21,923 | 47,681 | ||||||
Unbilled revenues |
2,609 | 2,244 | ||||||
Inventory, net |
46,216 | 45,222 | ||||||
Deferred tax assets |
5,905 | 5,905 | ||||||
Other current assets |
6,337 | 2,268 | ||||||
Total current assets |
105,851 | 146,605 | ||||||
Property, plant and equipment, net |
18,020 | 15,694 | ||||||
Deferred tax assets |
4,293 | 4,293 | ||||||
Long term investments |
15,401 | — | ||||||
Other assets |
2,500 | 2,500 | ||||||
Total assets |
$ | 146,065 | $ | 169,092 | ||||
Liabilities and stockholders’ equity |
||||||||
Accounts payable |
$ | 27,966 | $ | 44,697 | ||||
Accrued expenses |
5,926 | 7,987 | ||||||
Accrued compensation |
5,124 | 4,603 | ||||||
Deferred revenue |
1,130 | 1,578 | ||||||
Total current liabilities |
40,146 | 58,865 | ||||||
Stockholders’ equity |
105,919 | 110,227 | ||||||
Total liabilities and stockholders’ equity |
$ | 146,065 | $ | 169,092 | ||||
iRobot Corporation
8 Crosby Drive, Bedford, MA 01730, Phone: 781-430-3000, Fax:781-430-3100, www.irobot.com
iRobot Corporation
Consolidated Statement of Cash Flows
(in thousands)
Consolidated Statement of Cash Flows
(in thousands)
| For the three months ended | ||||||||
| March 29, | March 31, | |||||||
| 2008 | 2007 | |||||||
| (unaudited) | ||||||||
Cash flows from operating activities: |
||||||||
Net loss |
$ | (4,005 | ) | $ | (5,501 | ) | ||
Adjustments to reconcile net loss to net cash provided by operating
activities: |
||||||||
Depreciation and amortization |
1,566 | 1,206 | ||||||
Loss on disposal of fixed assets |
45 | 35 | ||||||
Stock-based compensation |
938 | 657 | ||||||
Non-cash director deferred compensation |
24 | 28 | ||||||
Changes in working capital — (use) source
|
||||||||
Accounts receivable |
25,758 | 12,273 | ||||||
Unbilled revenue |
(365 | ) | 418 | |||||
Inventory |
(994 | ) | 4,691 | |||||
Other assets |
(4,069 | ) | 1,030 | |||||
Accounts payable |
(16,731 | ) | (9,870 | ) | ||||
Accrued expenses |
(2,061 | ) | (1,907 | ) | ||||
Accrued compensation |
521 | (682 | ) | |||||
Deferred revenue |
(448 | ) | 69 | |||||
Net cash provided by operating activities |
179 | 2,447 | ||||||
Cash flows from investing activities: |
||||||||
Purchase of property and equipment |
(3,937 | ) | (1,798 | ) | ||||
Purchases of investments |
(29,997 | ) | (15,400 | ) | ||||
Sales of investments |
29,050 | 19,800 | ||||||
Net cash provided by (used in) investing activities |
(4,884 | ) | 2,602 | |||||
Cash flows from financing activities: |
||||||||
Income tax withholding payment associated with stock option exercise |
— | (1,588 | ) | |||||
Proceeds from stock option exercises |
570 | 353 | ||||||
Tax benefit of disqualifying dispositions |
261 | — | ||||||
Net cash provided by (used in) financing activities |
831 | (1,235 | ) | |||||
Net increase (decrease) in cash and cash equivalents |
(3,874 | ) | 3,814 | |||||
Cash and cash equivalents, at beginning of period |
26,735 | 5,583 | ||||||
Cash and cash equivalents, at end of period |
$ | 22,861 | $ | 9,397 | ||||
iRobot Corporation
8 Crosby Drive, Bedford, MA 01730, Phone: 781-430-3000, Fax:781-430-3100, www.irobot.com
iRobot Corporation
Supplemental Information
(unaudited)
Supplemental Information
(unaudited)
| For the three months ended | ||||||||
| March 29, | March 31, | |||||||
| 2008 | 2007 | |||||||
Revenue by business unit (in thousands): |
||||||||
Home Robots |
||||||||
Product |
$ | 30,093 | $ | 19,441 | ||||
Contract |
55 | — | ||||||
Government & Industrial |
||||||||
Product |
20,482 | 14,680 | ||||||
Contract |
6,672 | 5,366 | ||||||
| $ | 57,302 | $ | 39,487 | |||||
Direct Revenue — Home Robots (in thousands) |
$ | 7,861 | $ | 5,215 | ||||
Product Lifecycle Revenue — Government & Industrial (in thousands) |
$ | 3,203 | $ | 3,001 | ||||
International Revenue (in thousands): |
||||||||
Home Robots |
$ | 10,405 | $ | 1,847 | ||||
Government & Industrial |
$ | 812 | $ | 550 | ||||
Average selling prices for robot units: |
||||||||
Home Robots |
$ | 158 | $ | 136 | ||||
Government & Industrial (in thousands) |
$ | 111 | $ | 120 | ||||
Gross Profit by business unit (in thousands): |
||||||||
Home Robots |
$ | 8,069 | $ | 5,877 | ||||
Government & Industrial |
7,291 | 5,240 | ||||||
| $ | 15,360 | $ | 11,117 | |||||
Units shipped by business unit: |
||||||||
Home Robots (in thousands) |
169 | 129 | ||||||
Government & Industrial |
156 | 97 | ||||||
Government & Industrial Funded Backlog (in thousands) |
$ | 13,358 | $ | 29,898 | ||||
Days sales outstanding |
39 | 41 | ||||||
Inventory turnover |
3.1 | 5.8 | ||||||
Net cash provided by operating activities (in thousands) |
$ | 179 | $ | 2,447 | ||||
Headcount |
452 | 387 | ||||||
###
iRobot Corporation
8 Crosby Drive, Bedford, MA 01730, Phone: 781-430-3000, Fax:781-430-3100, www.irobot.com
Exhibit 99.2
FOR IMMEDIATE RELEASE
Contacts: |
||
Elise Caffrey
|
Nancy Dussault Smith | |
Investor Relations
|
Media Relations | |
iRobot Corp.
|
iRobot Corp. | |
(781) 430-3003
|
(781) 430-3323 | |
ecaffrey@irobot.com
|
nsmith@irobot.com |
iRobot Announces New Chief Financial Officer
BEDFORD, Mass., April 30, 2008 — iRobot Corp. (NASDAQ: IRBT) today announced it has named John J.
Leahy to succeed Geoffrey Clear as the company’s executive vice president and chief financial
officer effective June 9, 2008. Leahy will report directly to Colin Angle, chief executive officer,
and will be responsible for the full range of finance activities including accounting, financial
planning and analysis, tax, treasury, and investor relations. Clear will remain with iRobot as
senior finance advisor to the chief executive officer.
“I will stay with the company for as long as needed to ensure a smooth transition. My expertise is
working with companies that are between $50 and $300 million in revenues and I will be pursuing
opportunities with emerging companies of this size,” said Clear.
With more than 25 years as a finance executive, Leahy brings to iRobot extensive experience from
multi-national companies in both technology and consumer industries. Prior to joining iRobot, he
served for eight years as executive vice president and chief financial officer at Keane Inc., a
$950 million IT business consulting and outsourcing services company. His accomplishments at Keane
included revamping planning, forecasting and performance management processes to significantly
improve visibility and guidance reliability, resulting in recognition by Gartner for “Best in
Class” performance management. Leahy also led the negotiation, due diligence and integration of
more than a dozen acquisitions and spearheaded the development of Keane’s M&A Framework, an online
tool profiled in CFO magazine. From May 2006 to January 2007, Leahy assumed the additional
position of interim president and chief executive officer of the company.
Previously, Leahy worked at PepsiCo for 17 years, both domestically and internationally, during
which time he held several executive positions in finance and strategic planning, most recently as
vice president, global strategic planning and M&A. Leahy received a bachelor’s degree in finance
from Merrimack College and a master’s degree in business administration from Boston College.
“We are particularly pleased to have attracted an executive of John’s caliber to join iRobot’s
executive team,” said Angle. “His impressive track record of leadership and accomplishment in both
the technology and consumer industries will help strengthen iRobot, and he will be a significant
contributor to the future success of the iRobot team as we continue to grow our global presence.”
iRobot Corporation
8 Crosby Drive, Bedford, Massachusetts, 01730, Phone:781-430-3000, Fax: 781-430-3100
8 Crosby Drive, Bedford, Massachusetts, 01730, Phone:781-430-3000, Fax: 781-430-3100
About iRobot Corp.
iRobot is a provider of robots that perform dull, dirty or dangerous missions in a better way. The company’s proprietary technology, iRobot AWARE Robot Intelligence Systems, incorporates advanced concepts in navigation, mobility, manipulation and artificial intelligence. This proprietary system enables iRobot to build behavior-based robots, including its family of consumer and military robots. For additional information about iRobot, please visit www.irobot.com.
iRobot is a provider of robots that perform dull, dirty or dangerous missions in a better way. The company’s proprietary technology, iRobot AWARE Robot Intelligence Systems, incorporates advanced concepts in navigation, mobility, manipulation and artificial intelligence. This proprietary system enables iRobot to build behavior-based robots, including its family of consumer and military robots. For additional information about iRobot, please visit www.irobot.com.
For iRobot Investors
Certain statements made in this press release that are not based on historical information are
forward-looking statements which are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. These statements are neither promises nor guarantees, but
are subject to a variety of risks and uncertainties, many of which are beyond our control, which
could cause actual results to differ materially from those contemplated in these forward-looking
statements. In particular, the risks and uncertainties include, among other things, our ability to
retain our personnel and hire additional skilled personnel. Existing and prospective investors are
cautioned not to place undue reliance on these forward-looking statements, which speak only as of
the date hereof. iRobot Corporation undertakes no obligation to update or revise the information
contained in this press release, whether as a result of new information, future events or
circumstances or otherwise. For additional disclosure regarding these and other risks faced by
iRobot Corporation, see the disclosure contained in our public filings with the Securities and
Exchange Commission including, without limitation, our most recent Annual Report on Form 10-K.
iRobot Corporation
8 Crosby Drive, Bedford, Massachusetts, 01730, Phone:781-430-3000, Fax: 781-430-3100
8 Crosby Drive, Bedford, Massachusetts, 01730, Phone:781-430-3000, Fax: 781-430-3100