8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 23, 2013

 iROBOT CORPORATION 

(Exact Name of Registrant as Specified in its Charter)

	Delaware
	(State or other jurisdiction of incorporation or organization)
000-51598		77-0259 335
(Commission File Number)		(I.R.S. Employer Identification No.)
8 Crosby Drive, Bedford, MA		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):

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On April 23, 2013, iRobot Corporation (the “Company”) announced its financial results for the fiscal quarter ended March 30, 2013. A copy of the press release is being furnished as Exhibit 99.1 to this Report on Form 8-K.

The information in this Item 2.02 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (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.

Item 7.01 Regulation FD Disclosure.

In fiscal 2012, the Company initiated a reorganization that resulted in, among other things, the centralization of all of the Company's engineering and operations activities. This reorganization was completed at the beginning of fiscal 2013. In conjunction with this reorganization, the Company reviewed the financial statement classification of its costs and expenses. As a result of this review, the Company decided to classify certain expenses differently than had been classified and presented in prior periods to provide a more clear understanding of the Company's financial performance. As part of this review, the Company also evaluated the impact of the reorganization on its segment reporting and determined that certain modifications were necessary to present the segment information as now viewed by the Company's chief operating decision maker. Although the classification of certain expenses on the income statement has changed in fiscal 2013 as compared to prior periods, the Company recast the financial results of prior periods in a manner consistent with the fiscal 2013 presentation for comparability purposes. Unaudited consolidated statements of income and segment information for the four quarters of fiscal 2012 and full fiscal years 2012, 2011, 2010 and 2009, which were prepared in accordance with the fiscal 2013 presentation, are furnished as Exhibit 99.2 to this Report on Form 8-K. This reclassification of costs and expenses did not impact previously reported net income or earnings per share as the changes only impacted the categorization of costs within the consolidated statements of income for the periods in question. Consequently, the classification changes did not impact previously presented consolidated balance sheets, statements of cash flow or statements of stockholders' equity.

The information in this Item 7.01 and Exhibit 99.2 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

99.1 Press Release issued by the registrant on April 23, 2013, furnished herewith.

99.2 Unaudited consolidated statements of income and segment information for the four quarters of fiscal 2012 and full fiscal years 2012, 2011, 2010 and 2009, furnished herewith.

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 23, 2013	By:	/s/ Glen D. Weinstein
	Name:	Glen D. Weinstein
	Title:	Chief Legal Officer and Secretary

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued by the registrant on April 23, 2013, furnished herewith.
99.2	Unaudited consolidated statements of income and segment information for the four quarters of fiscal 2012 and full fiscal years 2012, 2011, 2010 and 2009, furnished herewith.

EX-1.99.1

EX-99.1

Contacts:
Elise Caffrey	Matthew Lloyd
Investor Relations	Media Relations
iRobot Corp.	iRobot Corp.
(781) 430-3003	(781) 430-3720
ecaffrey@irobot.com	mlloyd@irobot.com

iRobot Reports First-Quarter Financial Results

Exceeds Expectations; Increases Full-Year Outlook

BEDFORD, Mass., Apr. 23, 2013 – iRobot Corp. (NASDAQ: IRBT), a leader in delivering robotic technology-based solutions, today announced its financial results for the first quarter ended March 30, 2013.

“We kicked off 2013 with an outstanding quarter. The results and outlook for our Home Robot business are excellent. We are very excited to have begun shipping our RP-VITA telemedicine robot in Q1 and our Defense & Security business delivered solid results,” said Colin Angle, chairman and chief executive officer of iRobot.

“Based on our view of the rest of the year, we are increasing our full-year financial expectations for both revenue and profit. The revenue increase is being driven by better than anticipated Home Robot demand in the United States. Improvements in gross margin due to favorable product mix, successful integration of Evolution Robotics (ER) and tighter operating expense control will each contribute to increased profitability and enable us to deliver on our commitment to profitable growth.”

• Revenue for the first quarter of 2013 was $106.2 million, compared with $97.8 million for the same quarter one year ago.

• Net income in the first quarter of 2013 was $8.4 million, compared with net income of $0.7 million in the first quarter of 2012.

• Quarterly earnings per share were $0.29, compared with earnings per share of $0.02 in the first quarter last year. Q1 EPS this year includes a $0.08 benefit from investment tax credits.

• Adjusted EBITDA for the first quarter of 2013 was $15.2 million, compared with $6.1 million in the first quarter of 2012.

Business Highlights

• Domestic Home Robot revenue growth of 44 percent drovea14percent year-over-year increase in quarterly Home Robot revenue. International Home Robot revenue of $61.3 million comprised 66 percent of total Home Robot Q1 2013 revenue.

• We launched Braava^™, our iRobot-branded version of the Mint^® robot to select European distributors.

• Due to the timing of Defense Department orders for spares, service and training (PLR) to support the fleet of 5,000 iRobot unmanned ground vehicles, D&S Q1 revenue was higher than anticipated. In addition, the government announced a $14.4 million order for First Look robots during the quarter which gives us confidence in achieving our full year expectations.

• We began shipping the RP-VITA to InTouch Health during the quarter. Roughly one dozen of the robots are currently in use in hospitals.

Financial Expectations

Management provides the following expectations with respect to the second quarter ending June 29, 2013 and fiscal year ending December 28, 2013.

Q2 2013:
Revenue	$128 - $133 million
Earnings Per Share	$0.15 - $0.20
Adjusted EBITDA	$13 - $16 million
Fiscal Year 2013:	Current	Prior
Revenue	$485 - $495 million	$480 - $490 million
Earnings Per Share	$0.80 - $1.00	$0.57 - $0.72
Adjusted EBITDA	$55 - $61 million	$46 - $52 million
Full-Year 2013 BU Revenue:	Current	Prior
Home Robots	$435 - $440 million	$430 - $435 million
Defense & Security Robots	$45 - $55 million	$45 - $55 million

First-Quarter Conference Call iRobot will host a conference call tomorrow at 8:30 a.m. ET to discuss its financial results for the first fiscal quarter 2013, business outlook, and outlook for second quarter and fiscal year 2013 financial performance. Pertinent details include:

Date:	Wednesday, April 24, 2013
Time:	8:30 a.m. ET
Call-In Number:	847-619-6818
Passcode:	34160563

A live, audio broadcast of the conference call will also be available at http://investor.irobot.com/phoenix.zhtml?c=193096&p=irol-eventDetails&EventId=4897482. An archived version of the broadcast will be available on the same website shortly after the conclusion of the live event. A replay of the telephone conference call will be available through May 1, and can be accessed by dialing 630-652-3000, passcode 34160563#.

About iRobot Corp.iRobot designs and builds robots that make a difference. The Company’s home robots help people find smarter ways to clean, and its defense & security robots protect those in harm’s way. iRobot’s consumer and military robots feature iRobot Aware® robot intelligence systems, proprietary technology incorporating advanced concepts in navigation, mobility, manipulation and artificial intelligence. For more information about iRobot, please visit www.irobot.com.

For iRobot Investors

Certain statements made in this press release that are not based on historical information are forward-looking statements which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  This press release contains express or implied forward-looking statements relating to, among other things, iRobot Corp.’s expectations regarding future financial performance, operating performance and growth, demand for our robots, anticipated growth of our Home Robots business, anticipated improvement in gross margin due to product mix, anticipated levels of operating expenses, anticipated revenue, earnings per share and Adjusted EBITDA for fiscal year 2013 and the second quarter ending June 29, 2013, and anticipated business unit revenue for the fiscal year 2013.  These statements are neither promises nor guarantees, but are subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those contemplated in these forward-looking statements.  In particular, the risks and uncertainties include, among other things: our ability to operate in an emerging market, the financial strength of our customers and retailers, general economic conditions, market acceptance of our products, our dependence on the U.S. federal government and government contracts, the timing of government contracts and orders, 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.

This press release includes Adjusted EBITDA, which is a non-GAAP financial measure as defined by SEC Regulation G.  We define Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, merger and acquisition expenses, net intellectual property litigation expenses, restructuring expenses, and non-cash stock compensation.  A reconciliation between net income (loss) and Adjusted EBITDA is provided in the financial tables at the end of this press release.

iRobot Corporation
Consolidated Statement of Income
(in thousands, except per share amounts)
(unaudited)
	For the three months ended
	March 30, 2013			March 31, 2012
Revenue
Product revenue	$	101,405		$	91,742
Contract revenue	4,790			6,065
Total	106,195			97,807
Cost of Revenue
Product revenue	57,815			56,297
Contract revenue	1,853			3,936
Total	59,668			60,233
Gross Margin	46,527			37,574
Operating Expense
Research & development	14,408			13,522
Selling & marketing	10,697			12,333
General & administrative	12,458			11,042
Total	37,563			36,897
Operating income	8,964			677
Other income (expense), net	(96		)	220
Income before income taxes	8,868			897
Income tax expense	513			244
Net income	$	8,355		$	653
Net income per common share:
Basic	$	0.30		$	0.02
Diluted	$	0.29		$	0.02
Shares used in per common share calculations:
Basic	27,930			27,352
Diluted	28,558			28,283
Stock-based compensation included in above figures:
Cost of product revenue	$	118		$	214
Cost of contract revenue	—			—
Research & development	501			454
Selling & marketing	366			237
General & administrative	1,944			1,608
Total	$	2,929		$	2,513

iRobot Corporation
Condensed Consolidated Balance Sheet
(unaudited, in thousands)
	March 30, 2013		December 29, 2012
Assets
Cash and equivalents	$	123,576	$	126,770
Short term investments	13,869		12,430
Accounts receivable, net	27,280		29,413
Unbilled revenues	2,252		1,196
Inventory	32,160		36,965
Deferred tax assets	19,340		19,266
Other current assets	9,811		8,853
Total current assets	228,288		234,893
Property, plant and equipment, net	23,629		24,953
Deferred tax assets	8,623		8,792
Goodwill	48,951		48,951
Intangible assets, net	27,259		28,224
Other assets	10,501		8,500
Total assets	$	347,251	$	354,313
Liabilities and stockholders' equity
Accounts payable	$	29,804	$	42,515
Accrued expenses	13,977		13,642
Accrued compensation	6,997		11,864
Deferred revenue and customer advances	3,629		6,257
Total current liabilities	54,407		74,278
Long term liabilities	5,033		4,218
Stockholders' equity	287,811		275,817
Total liabilities and stockholders' equity	$	347,251	$	354,313

iRobot Corporation
Consolidated Statement of Cash Flows
(unaudited, in thousands)
	For the three months ended
	March 30, 2013			March 31, 2012
Cash flows from operating activities:
Net income	$	8,355		$	653
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	3,284			2,602
Loss on disposal of property and equipment	182			69
Stock-based compensation	2,929			2,513
Deferred income taxes, net	(449		)	(6,694		)
Tax benefit of excess stock based compensation deductions	(43		)	(705		)
Non-cash director deferred compensation	11			22
Changes in operating assets and liabilities — (use) source
Accounts receivable	2,133			13,431
Unbilled revenue	(1,056		)	1,122
Inventory	4,805			(592		)
Other assets	(983		)	2,832
Accounts payable	(12,711		)	(4,104		)
Accrued expenses	379			2,003
Accrued compensation	(4,867		)	(10,149		)
Deferred revenue and customer advances	(2,628		)	895
Change in long term liabilities	815			(66		)
Net cash provided by operating activities	156			3,832
Cash flows from investing activities:
Purchase of property and equipment	(1,077		)	(1,643		)
Change in other assets	(2,000		)	(6,000		)
Purchases of investments	(2,547		)	—
Sales of investments	1,000			2,500
Net cash used in investing activities	(4,624		)	(5,143		)
Cash flows from financing activities:
Proceeds from stock option exercises	1,744			1,323
Income tax withholding payment associated with restricted stock vesting	(513		)	(227		)
Tax benefit of excess stock based compensation deductions	43			705
Net cash provided by financing activities	1,274			1,801
Net increase (decrease) in cash and cash equivalents	(3,194		)	490
Cash and cash equivalents, at beginning of period	126,770			166,308
Cash and cash equivalents, at end of period	$	123,576		$	166,798

iRobot Corporation
Supplemental Information
(unaudited)
	For the three months ended
	March 30, 2013			March 31, 2012
Revenue: *
Home Robots	$	92,699		$	81,583
Domestic	$	31,391		$	21,815
International	$	61,308		$	59,768
Defense & Security	$	11,100		$	14,162
Domestic	$	9,134		$	10,115
International	$	1,966		$	4,047
Product	$	8,035		$	9,004
Contract	$	3,065		$	5,158
Product Life Cycle	$	6,131		$	4,584
Gross Margin Percent:
Home Robots	48.2		%	47.0		%
Defense & Security	47.5		%	37.9		%
Total Company	43.8		%	38.4		%
Units shipped:
Home Robots *	421			392
Defense & Security	16			132
Average gross selling prices for robot units:
Home Robots	$	230		$	214
Defense & Security *	$	119		$	33
Defense & Security Funded Product Backlog *	$	30,110		$	6,000
Days sales outstanding	25			29
Days in inventory	51			50
Headcount	531			620
* in thousands

iRobot Corporation
Adjusted EBITDA Reconciliation to GAAP
(unaudited, in thousands)
	For the three months ended
	March 30, 2013			March 31, 2012
Net income	$	8,355		$	653
Interest income, net	(164		)	(262		)
Income tax expense	513			244
Depreciation	2,219			2,394
Amortization	1,065			208
EBITDA	11,988			3,237
Stock-based compensation expense	2,929			2,513
Merger and acquisition expense	280			12
Net intellectual property litigation expense	33			37
Restructuring expense	—			278
Adjusted EBITDA	$	15,230		$	6,077
Use of Non-GAAP Financial Measures
In evaluating its business, iRobot considers and uses Adjusted EBITDA as a supplemental measure of its operating performance. The Company defines Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, merger and acquisition expenses, net intellectual property litigation expenses, restructuring expenses and non-cash stock compensation. The Company also presents Adjusted EBITDA because it believes it is frequently used by securities analysts, investors and other interested parties as a measure of financial performance.
The term Adjusted EBITDA is not defined under U.S. generally accepted accounting principles, or U.S. GAAP, and is not a measure of operating income, operating performance or liquidity presented in accordance with U.S. GAAP. Adjusted EBITDA has limitations as an analytical tool, and when assessing the Company's operating performance, investors should not consider Adjusted EBITDA in isolation, or as a substitute for net income (loss) or other consolidated income statement data prepared in accordance with U.S. GAAP. Among other things, Adjusted EBITDA does not reflect the Company's actual cash expenditures. Other companies may calculate similar measures differently than iRobot, limiting their usefulness as comparative tools. iRobot compensates for these limitations by relying primarily on its GAAP results and using Adjusted EBITDA only supplementally.

EX-2.99.2

EX-99.2

iRobot Corporation
Consolidated Statements of Income
(in thousands, except per share amounts)
(unaudited)
	Fiscal Quarter Ended									Fiscal Year Ended
	March 31, 2012		June 30, 2012		September 29, 2012		December 29, 2012			December 29, 2012
Revenue
Product revenue	$	91,742	$	107,760	$	121,174	$	97,874		$	418,550
Contract revenue	6,065		3,685		5,124		2,820			17,694
Total	97,807		111,445		126,298		100,694			436,244
Cost of Revenue
Product revenue	56,297		57,124		65,957		54,969			234,347
Contract revenue	3,936		2,128		2,565		1,653			10,282
Total	60,233		59,252		68,522		56,622			244,629
Gross Margin	37,574		52,193		57,776		44,072			191,615
Operating Expense
Research and development	13,522		13,559		12,340		14,912			54,333
Selling and marketing	12,333		17,976		11,376		24,727			66,412
General and administrative	11,042		10,022		11,326		13,308			45,698
Total	36,897		41,557		35,042		52,947			166,443
Operating income (loss)	677		10,636		22,734		(8,875		)	25,172
Other income (expense), net	220		60		197		(42		)	435
Income (loss) before income taxes	897		10,696		22,931		(8,917		)	25,607
Income tax expense (benefit)	244		3,321		7,724		(2,979		)	8,310
Net income (loss)	$	653	$	7,375	$	15,207	$	(5,938	)	$	17,297
Net income (loss) per common share:
Basic	$	0.02	$	0.27	$	0.55	$	(0.21	)	$	0.63
Diluted	$	0.02	$	0.26	$	0.54	$	(0.21	)	$	0.61
Shares used in per common share calculations:
Basic	27,352		27,522		27,650		27,802			27,577
Diluted	28,283		28,182		28,321		27,802			28,301
Stock-based compensation included in above figures:
Cost of product revenue	$	214	$	216	$	289	$	174		$	893
Cost of contract revenue	—		—		—		—			—
Research & development	454		448		365		633			1,900
Selling & marketing	237		179		158		234			808
General & administrative	1,608		2,059		1,796		1,919			7,382
Total	$	2,513	$	2,902	$	2,608	$	2,960		$	10,983

iRobot Corporation
Consolidated Statements of Income
(in thousands, except per share amounts)
(unaudited)
	Fiscal Year Ended
	December 29, 2012		December 31, 2011		January 1, 2011		January 2, 2010
Revenue
Product revenue	$	418,550	$	426,525	$	360,394	$	262,199
Contract revenue	17,694		38,975		40,558		36,418
Total	436,244		465,500		400,952		298,617
Cost of Revenue
Product revenue	234,347		241,503		218,749		175,956
Contract revenue	10,282		21,987		23,396		22,902
Total	244,629		263,490		242,145		198,858
Gross Margin	191,615		202,010		158,807		99,759
Operating Expense
Research and development	54,333		54,457		45,941		31,186
Selling and marketing	66,412		50,477		42,778		33,026
General and administrative	45,698		43,753		36,618		30,110
Total	166,443		148,687		125,337		94,322
Operating income	25,172		53,323		33,470		5,437
Other income (expense), net	435		218		504		(81		)
Income before income taxes	25,607		53,541		33,974		5,356
Income tax expense	8,310		13,350		8,460		2,026
Net income	$	17,297	$	40,191	$	25,514	$	3,330
Net income per common share:
Basic	$	0.63	$	1.50	$	1.00	$	0.13
Diluted	$	0.61	$	1.44	$	0.96	$	0.13
Shares used in per common share calculations:
Basic	27,577		26,712		25,394		24,998
Diluted	28,301		27,924		26,468		25,640
Stock-based compensation included in above figures:
Cost of product revenue	$	893	$	1,093	$	898	$	1,094
Cost of contract revenue	—		—		—		—
Research & development	1,900		1,325		1,584		959
Selling & marketing	808		724		1,161		1,410
General & administrative	7,382		5,642		4,522		4,099
Total	$	10,983	$	8,784	$	8,165	$	7,562

iRobot Corporation
Segment Information
(in thousands)
(unaudited)
	Fiscal Quarter Ended												Fiscal Year Ended
	March 31, 2012			June 30, 2012			September 29, 2012			December 29, 2012			December 29, 2012
Revenue:
Home Robots	$	81,583		$	96,013		$	96,291		$	82,918		$	356,805
Defense & Security Robots	14,162			13,223			27,832			15,731			70,948
Other	2,062			2,209			2,175			2,045			8,491
Total	97,807			111,445			126,298			100,694			436,244
Cost of Revenue:
Home Robots	43,208			45,085			45,983			40,480			174,756
Defense & Security Robots	8,799			6,803			14,471			8,315			38,388
Other	8,226			7,364			8,068			7,827			31,485
Total	60,233			59,252			68,522			56,622			244,629
Gross Margin
Home Robots	38,375			50,928			50,308			42,438			182,049
Defense & Security Robots	5,363			6,420			13,361			7,416			32,560
Other	(6,164		)	(5,155		)	(5,893		)	(5,782		)	(22,994		)
Total	37,574			52,193			57,776			44,072			191,615
Research and development	13,522			13,559			12,340			14,912			54,333
Selling and marketing	12,333			17,976			11,376			24,727			66,412
General and administrative	11,042			10,022			11,326			13,308			45,698
Other income (expense), net	220			60			197			(42		)	435
Income (loss) before income taxes	$	897		$	10,696		$	22,931		$	(8,917	)	$	25,607

iRobot Corporation
Segment Information
(in thousands)
(unaudited)
	Fiscal Year Ended
	December 29, 2012			December 31, 2011			January 1, 2011			January 2, 2010
Revenue:
Home Robots	$	356,805		$	278,551		$	229,348		$	165,860
Defense & Security Robots	70,948			175,119			159,889			122,746
Other	8,491			11,830			11,715			10,011
Total	436,244			465,500			400,952			298,617
Cost of Revenue:
Home Robots	174,756			151,299			135,875			111,513
Defense & Security Robots	38,388			76,620			72,746			57,485
Other	31,485			35,571			33,524			29,860
Total	244,629			263,490			242,145			198,858
Gross Margin
Home Robots	182,049			127,252			93,473			54,347
Defense & Security Robots	32,560			98,499			87,143			65,261
Other	(22,994		)	(23,741		)	(21,809		)	(19,849		)
Total	191,615			202,010			158,807			99,759
Research and development	54,333			54,457			45,941			31,186
Selling and marketing	66,412			50,477			42,778			33,026
General and administrative	45,698			43,753			36,618			30,110
Other income (expense), net	435			218			504			(81		)
Income before income taxes	$	25,607		$	53,541		$	33,974		$	5,356