UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 29, 2024
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: 001-38618
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |||||||
| | ||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(408 ) 890-3900
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (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 x No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☒ | Accelerated filer | ☐ | ||||||||||||||||||
Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | |||||||||||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x
The number of outstanding shares of the registrant’s Common Stock, $0.001 par value, was 100,341,376 as of November 1, 2024.
Arlo Technologies, Inc.
Form 10-Q
For the Quarterly Period Ended September 29, 2024
TABLE OF CONTENTS
| Page | ||||||||
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
2
PART I: FINANCIAL INFORMATION
Item 1.Financial Statements
ARLO TECHNOLOGIES, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
| As of | |||||||||||
| September 29, 2024 | December 31, 2023 | ||||||||||
(In thousands, except share and per share data) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Short-term investments | |||||||||||
| Accounts receivable, net | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Operating lease right-of-use assets, net | |||||||||||
| Goodwill | |||||||||||
| Restricted cash | |||||||||||
| Other non-current assets | |||||||||||
| Total assets | $ | $ | |||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Deferred revenue | |||||||||||
| Accrued liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Non-current operating lease liabilities | |||||||||||
| Other non-current liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 8) | |||||||||||
| Stockholders’ Equity: | |||||||||||
Preferred stock: $ | |||||||||||
Common stock: $ | |||||||||||
| Additional paid-in capital | |||||||||||
Accumulated other comprehensive income | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
ARLO TECHNOLOGIES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 29, 2024 | October 1, 2023 | September 29, 2024 | October 1, 2023 | ||||||||||||||||||||
| (In thousands, except per share data) | |||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Products | $ | $ | $ | $ | |||||||||||||||||||
| Services | |||||||||||||||||||||||
| Total revenue | |||||||||||||||||||||||
| Cost of revenue: | |||||||||||||||||||||||
| Products | |||||||||||||||||||||||
| Services | |||||||||||||||||||||||
| Total cost of revenue | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Others | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Loss from operations | ( | ( | ( | ( | |||||||||||||||||||
| Interest income, net | |||||||||||||||||||||||
| Other income (loss), net | ( | ( | |||||||||||||||||||||
Loss before income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Provision for income taxes | |||||||||||||||||||||||
Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Net loss per share: | |||||||||||||||||||||||
Basic and diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Weighted average shares used to compute net loss per share: | |||||||||||||||||||||||
Basic and diluted | |||||||||||||||||||||||
Comprehensive loss: | |||||||||||||||||||||||
Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Other comprehensive income (loss), net of tax | ( | ||||||||||||||||||||||
Total comprehensive loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
ARLO TECHNOLOGIES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 29, 2024 | October 1, 2023 | September 29, 2024 | October 1, 2023 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
Total stockholders’ equity, beginning balances | $ | $ | $ | $ | |||||||||||||||||||
| Common stock: | |||||||||||||||||||||||
| Beginning balances | $ | $ | $ | $ | |||||||||||||||||||
| Issuance of common stock under stock-based compensation plans | |||||||||||||||||||||||
| Restricted stock unit withholdings | ( | ( | ( | ( | |||||||||||||||||||
| Ending balances | $ | $ | $ | $ | |||||||||||||||||||
| Additional paid-in capital: | |||||||||||||||||||||||
| Beginning balances | $ | $ | $ | $ | |||||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||||||||
| Settlement of liability classified restricted stock units | |||||||||||||||||||||||
| Issuance of common stock under stock-based compensation plans | |||||||||||||||||||||||
| Issuance of common stock under Employee Stock Purchase Plan | |||||||||||||||||||||||
| Restricted stock unit withholdings | ( | ( | ( | ( | |||||||||||||||||||
| Ending balances | $ | $ | $ | $ | |||||||||||||||||||
| Accumulated deficit: | |||||||||||||||||||||||
| Beginning balances | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Net loss | ( | ( | ( | ( | |||||||||||||||||||
| Ending balances | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Accumulated other comprehensive income: | |||||||||||||||||||||||
| Beginning balances | $ | $ | $ | $ | ( | ||||||||||||||||||
Other comprehensive income (loss), net of tax | ( | ||||||||||||||||||||||
| Ending balances | $ | $ | $ | $ | |||||||||||||||||||
Total stockholders’ equity, ending balances | $ | $ | $ | $ | |||||||||||||||||||
| Common stock shares: | |||||||||||||||||||||||
| Beginning balances | |||||||||||||||||||||||
| Issuance of common stock under stock-based compensation plans | |||||||||||||||||||||||
| Issuance of common stock under Employee Stock Purchase Plan | |||||||||||||||||||||||
| Restricted stock unit withholdings | ( | ( | ( | ( | |||||||||||||||||||
| Ending balances | |||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
ARLO TECHNOLOGIES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Nine Months Ended | |||||||||||
| September 29, 2024 | October 1, 2023 | ||||||||||
| (In thousands) | |||||||||||
| Cash flows from operating activities: | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||
| Stock-based compensation expense | |||||||||||
| Depreciation and amortization | |||||||||||
Allowance for credit losses and non-cash changes to reserves | |||||||||||
| Deferred income taxes | ( | ||||||||||
Other | ( | ( | |||||||||
| Changes in assets and liabilities: | |||||||||||
Accounts receivable | ( | ( | |||||||||
| Inventories | ( | ( | |||||||||
| Prepaid expenses and other assets | ( | ( | |||||||||
| Accounts payable | |||||||||||
| Deferred revenue | |||||||||||
| Accrued and other liabilities | ( | ( | |||||||||
Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Purchases of short-term investments | ( | ( | |||||||||
| Proceeds from maturities of short-term investments | |||||||||||
Net cash provided by (used in) investing activities | ( | ||||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds related to employee benefit plans | |||||||||||
| Restricted stock unit withholdings | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
Net increase (decrease) in cash, cash equivalents, and restricted cash | ( | ||||||||||
Cash, cash equivalents, and restricted cash, at beginning of period | |||||||||||
Cash, cash equivalents, and restricted cash, at end of period | $ | $ | |||||||||
| Reconciliation of cash, cash equivalents, and restricted cash to Unaudited Condensed Consolidated Balance Sheets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Total cash, cash equivalents, and restricted cash | $ | $ | |||||||||
| Supplemental cash flow information: | |||||||||||
| Non-cash investing activities: | |||||||||||
| Purchases of property and equipment included in accounts payable and accrued liabilities | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6
ARLO TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Description of Business and Basis of Presentation
Description of Business
Arlo Technologies, Inc. (“we” or “Arlo”) is transforming the ways in which people can protect everything that matters to them with advanced home, business, and personal security services that combine a globally scaled cloud platform, advanced monitoring and analytics capabilities, and award-winning app-controlled devices to create a personalized security ecosystem. Arlo’s deep expertise in cloud services, cutting-edge AI and computer vision analytics, wireless connectivity and intuitive user experience design delivers seamless, smart home security for Arlo users that is easy to setup and engage with every day. Our highly secure, cloud-based platform provides users with visibility, insight and a powerful means to help protect and connect in real-time with the people and things that matter most, from any location with a Wi-Fi or a cellular connection – all rooted in a commitment to safeguard privacy for our users and their personal data.
We conduct business across three geographic regions—(i) the Americas; (ii) Europe, Middle-East and Africa (“EMEA”); and (iii) Asia Pacific (“APAC”)—and primarily generate revenue by selling devices through retail channels, wholesale distribution, security solution providers, and Arlo’s direct to consumer store and paid subscription services.
Our corporate headquarters is located in Carlsbad, California, with other satellite offices across North America and various other global locations.
Basis of Presentation
We prepare our unaudited condensed consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The unaudited condensed consolidated financial statements include the accounts of Arlo and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated.
These unaudited condensed consolidated financial statements should be read in conjunction with the notes to the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on February 29, 2024. The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for fair statement of the unaudited condensed consolidated financial statements for interim periods.
Fiscal Periods
Our fiscal year begins on January 1 of the year stated and ends on December 31 of the same year. We report the results on a fiscal quarter basis rather than on a calendar quarter basis. Under the fiscal quarter basis, each of the first three fiscal quarters ends on the Sunday closest to the calendar quarter end, with the fourth quarter ending on December 31.
7
ARLO TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Use of Estimates
Note 2. Significant Accounting Policies and Recent Accounting Pronouncements
Our significant accounting policies are disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023. There have been no significant changes to such policies during the nine months ended September 29, 2024.
Accounting Pronouncements Recently Adopted
There were no accounting pronouncements adopted during the nine months ended September 29, 2024.
Accounting Pronouncements Not Yet Effective
In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which modifies the disclosure or presentation requirements of a variety of Topics in the Codification. Among the various codification amendments, Topic 470 Debt is applicable to Arlo which requires the disclosure of amounts, terms and weighted-average interest rates of unused lines of credit. The effective date is either the date on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, or on June 30, 2027, if the SEC has not removed the requirement by that date, with early adoption prohibited. The adoption of this new standard will not have a material impact on our financial statements and related disclosures.
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. This guidance is effective for annual periods beginning January 1, 2024, and for interim periods beginning January 1, 2025, with early adoption permitted. We are currently evaluating the impact that this guidance may have on our financial statements and related disclosures.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes: Improvements to Income Tax Disclosures, which requires on an annual basis to (1) disclose specific categories in the rate reconciliation, (2) provide additional information for reconciling items that meet a quantitative threshold, and (3) income taxes paid disaggregated by jurisdiction. This guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact that this guidance may have on our financial statements and related disclosures.
8
ARLO TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Note 3. Revenue
Performance Obligations
The total estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied and partially unsatisfied was $29.0 million as of September 29, 2024 and $18.8 million as of December 31, 2023, substantially related to performance obligations classified as less than one year
For the nine months ended September 29, 2024 and October 1, 2023, $161.3 million and $131.8 million of revenue, respectively, was deferred due to unsatisfied performance obligations, primarily relating to over time service revenue, and $154.5 million and $125.6 million of revenue, respectively, was recognized for the satisfaction of performance obligations over time. Approximately $17.3 million and $10.6 million of this recognized revenue, respectively, was included in the contract liability balance at the beginning of the periods. There were no significant changes in estimates during the period that would affect the contract balances.
On April 25, 2024, Verisure Sàrl (“Verisure”), our largest customer, notified us that it was exercising its right under the Supply Agreement to extend the term for another five years (through November 2029) with no minimum purchase obligations. Under the Supply Agreement, a purchase obligation is not deemed to exist until we receive and accept Verisure’s purchase order. As of September 29, 2024, we had a backlog of $27.9 million which represents performance obligations that will be recognized as revenue once fulfilled, which is expected to occur over the next six months .
Disaggregation of Revenue
We disaggregate our revenue into three geographic regions: the Americas, EMEA, and APAC, where we conduct our business. The following table presents revenue disaggregated by geographic region.
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 29, 2024 | October 1, 2023 | September 29, 2024 | October 1, 2023 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Americas | $ | $ | $ | $ | |||||||||||||||||||
| EMEA | |||||||||||||||||||||||
| APAC | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
As of September 29, 2024 and December 31, 2023, three customers accounted for 55.4 %, 11.3 %, and 10.7 %, and three customers accounted for 37.1 %, 15.2 %, and 10.2 % of the total accounts receivable, net, respectively. No other customers accounted for 10% or greater of the total accounts receivable, net. For the three months ended September 29, 2024 and October 1, 2023, one customer accounted for 42.0 % and 33.0 % of the total revenue, respectively. For the nine months ended September 29, 2024 and October 1, 2023, one customer accounted for 45.2 % and 34.4 % of the total revenue, respectively. No other customers accounted for 10% or greater of the total revenue.
9
ARLO TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Note 4. Balance Sheet Components
Short-Term Investments
| As of September 29, 2024 | As of December 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||
| Amortized Cost | Unrealized Gains | Unrealized Losses | Estimated Fair Value | Amortized Cost | Unrealized Gains | Unrealized Losses | Estimated Fair Value | ||||||||||||||||||||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| U.S. Treasuries | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
Accounts Receivable, Net
| As of | |||||||||||
| September 29, 2024 | December 31, 2023 | ||||||||||
| (In thousands) | |||||||||||
| Gross accounts receivable | $ | $ | |||||||||
| Allowance for credit losses | ( | ( | |||||||||
| Total | $ | $ | |||||||||
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 29, 2024 | October 1, 2023 | September 29, 2024 | October 1, 2023 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Balance at the beginning of the period | $ | $ | $ | $ | |||||||||||||||||||
Provision for (release of) expected credit losses | ( | ( | |||||||||||||||||||||
| Balance at the end of the period | $ | $ | $ | $ | |||||||||||||||||||
10
ARLO TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Property and Equipment, Net
The components of property and equipment are as follows:
| As of | |||||||||||
| September 29, 2024 | December 31, 2023 | ||||||||||
| (In thousands) | |||||||||||
| Machinery and equipment | $ | $ | |||||||||
| Software | |||||||||||
| Computer equipment | |||||||||||
Leasehold improvements | |||||||||||
| Furniture and fixtures | |||||||||||
| Total property and equipment, gross | |||||||||||
| Accumulated depreciation | ( | ( | |||||||||
Total property and equipment, net (1) | $ | $ | |||||||||
_________________________
(1) $0.6 million and $1.0 million of property and equipment, net, was included in the sublease arrangement for the San Jose office building as of September 29, 2024 and December 31, 2023, respectively.
Depreciation expense pertaining to property and equipment was $0.7 million and $2.4 million for the three and nine months ended September 29, 2024, respectively, and $1.5 million and $3.8 million for the three and nine months ended October 1, 2023, respectively.
Goodwill
We have determined that no event occurred or circumstances changed during the nine months ended September 29, 2024 that would more likely than not reduce the fair value of goodwill below the carrying amount. No
Accrued Liabilities
| As of | |||||||||||
| September 29, 2024 | December 31, 2023 | ||||||||||
| (In thousands) | |||||||||||
| Sales incentives | $ | $ | |||||||||
Sales returns | |||||||||||
| Compensation | |||||||||||
| Cloud and other costs | |||||||||||
| Other | |||||||||||
| Total | $ | $ | |||||||||
11
ARLO TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Note 5. Fair Value Measurements
The following table summarizes assets measured at fair value on a recurring basis:
| As of | |||||||||||
| September 29, 2024 | December 31, 2023 | ||||||||||
| (In thousands) | |||||||||||
Cash equivalents: money-market funds (<90 days) | $ | $ | |||||||||
Cash equivalents: U.S. Treasuries (<90 days) | |||||||||||
Available-for-sale securities: U.S. Treasuries (1) | |||||||||||
| Total | $ | $ | |||||||||
_________________________
(1)Included in short-term investments on our unaudited condensed consolidated balance sheets.
As of September 29, 2024 and December 31, 2023, assets and liabilities measured as Level 2 fair value were not material and there were no
12
ARLO TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Note 6. Restructuring
In November 2022, we initiated a restructuring plan to reduce our cost structure to better align the operational needs of the business to current economic conditions while continuing to support our long-term strategy. This restructuring includes the reduction of headcount as well as the abandonment of certain lease contracts and the cancellation of contractual services arrangements with certain suppliers. As of September 29, 2024, we have substantially incurred all costs pertaining to restructuring activities, with related cash outflows extending until the fourth quarter of 2024.
The restructuring liabilities are included in accrued liabilities in our unaudited condensed consolidated balance sheets. The restructuring charges are included in “Others” in the unaudited condensed consolidated statements of comprehensive loss. Restructuring activity is as follows:
| Total | Severance Expense | Office Exit Expense | Other Exit Expense | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Balance as of December 31, 2021 | $ | $ | $ | $ | |||||||||||||||||||
| Restructuring charges | |||||||||||||||||||||||
| Cash payments | ( | ( | ( | ||||||||||||||||||||
| Non-cash and other adjustments | ( | ||||||||||||||||||||||
| Balance as of December 31, 2022 | $ | $ | $ | $ | |||||||||||||||||||
| Restructuring charges | |||||||||||||||||||||||
| Cash payments | ( | ( | ( | ( | |||||||||||||||||||
| Non-cash and other adjustments | ( | ( | |||||||||||||||||||||
| Balance as of December 31, 2023 | $ | $ | $ | $ | |||||||||||||||||||
| Restructuring charges | |||||||||||||||||||||||
| Cash payments | ( | ( | ( | ||||||||||||||||||||
Balance as of March 31, 2024 | $ | $ | $ | $ | |||||||||||||||||||
| Restructuring charges | |||||||||||||||||||||||
| Cash payments | ( | ( | ( | ||||||||||||||||||||
| Balance as of June 30, 2024 | $ | $ | $ | $ | |||||||||||||||||||
| Restructuring charges | |||||||||||||||||||||||
| Cash payments | ( | ( | ( | ||||||||||||||||||||
| Balance as of September 29, 2024 | $ | $ | $ | $ | |||||||||||||||||||
| Total costs incurred inception to date | $ | $ | $ | $ | |||||||||||||||||||
13
ARLO TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Note 7. Revolving Credit Facility
Note 8. Commitments and Contingencies
Operating Leases
Our operating lease obligations mostly include offices, equipment, and distribution centers, with various expiration dates through June 2029. Certain lease agreements include options to renew or terminate the lease, which are not reasonably certain to be exercised and therefore are not factored into our determination of lease payments. The terms of certain leases provide for rental payments on a graduated scale. Gross lease expense was $1.4 million and $4.2 million for the three and nine months ended September 29, 2024, respectively, and $1.5 million and $4.5 million for the three and nine months ended October 1, 2023, respectively. We recorded sublease income as reduction of lease expense, in the amount of $0.5 1.5
Supplemental cash flow information related to operating leases is as follows:
| Nine Months Ended | |||||||||||
| September 29, 2024 | October 1, 2023 | ||||||||||
| (In thousands) | |||||||||||
| Cash paid for amounts included in the measurement of lease liabilities | |||||||||||
| Operating cash flows from operating leases | $ | $ | |||||||||
| Right-of-use assets obtained in exchange for lease liabilities | |||||||||||
| Operating leases | $ | $ | |||||||||
Weighted average remaining lease term and weighted average discount rate related to operating leases are as follows:
| As of | |||||||||||
| September 29, 2024 | December 31, 2023 | ||||||||||
| Weighted average remaining lease term | |||||||||||
| Weighted average discount rate | % | % | |||||||||
14
ARLO TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The future minimum undiscounted lease payments under operating leases and future non-cancelable rent payments from our subtenants for each of the next five years and thereafter as of September 29, 2024 are as follows:
| Operating Lease Payments | Sublease Payments | Net | |||||||||||||||
| (In thousands) | |||||||||||||||||
2024 (Remaining three months) | $ | $ | ( | $ | |||||||||||||
| 2025 | ( | ||||||||||||||||
| 2026 | ( | ||||||||||||||||
| 2027 | ( | ||||||||||||||||
| 2028 | ( | ||||||||||||||||
| Thereafter | ( | ||||||||||||||||
| Total future lease payments | $ | $ | ( | $ | |||||||||||||
| Less: imputed interest | ( | ||||||||||||||||
| Present value of future minimum lease payments | $ | ||||||||||||||||
| Accrued liabilities | $ | ||||||||||||||||
| Non-current operating lease liabilities | |||||||||||||||||
| Total lease liabilities | $ | ||||||||||||||||
We entered into an operating lease for our new corporate headquarter located in Carlsbad, California. Upon lease commencement expected to be December 1, 2024, the initial base term is 8.5 years, with a renewal option to extend the term for an additional five years . As of September 29, 2024, we had approximately $7.3 million of future lease obligations subject to non-cancellable leases that have been signed but have not yet commenced.
Letters of Credit
In connection with the lease agreement for our office space located in San Jose, California, we executed a letter of credit with the landlord as the beneficiary. As of September 29, 2024, we had $3.6 million of unused letters of credit outstanding, of which $3.1 million pertains to the lease arrangement in San Jose, California.
Purchase Obligations
We have entered into various inventory-related purchase agreements with suppliers. Generally, under these agreements, 50 % of orders are cancelable by giving notice 46 to 60 days prior to the expected shipment date and 25 % of orders are cancelable by giving notice 31 to 45 days prior to the expected shipment date. Orders are non-cancelable within 30 days prior to the expected shipment date. As of September 29, 2024, we had $29.3 million in non-cancelable purchase commitments with suppliers which is expected to be paid over the next twelve months .
As of September 29, 2024, an additional $25.8 million of purchase orders beyond contractual termination periods have been issued to supply chain partners in anticipation of demand requirements. Consequently, we may incur expenses for the materials and components, such as chipsets already purchased by the supplier to fulfill our orders if the purchase order is cancelled. Expenses incurred have historically not been material relative to the original order value.
15
ARLO TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Warranty Obligations
Changes in warranty obligations, which are included in accrued liabilities in the unaudited condensed consolidated balance sheets, are as follows:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 29, 2024 | October 1, 2023 | September 29, 2024 | October 1, 2023 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Balance at the beginning of the period | $ | $ | $ | $ | |||||||||||||||||||
Provision for (release of) warranty obligations | ( | ( | |||||||||||||||||||||
| Settlements | ( | ( | ( | ( | |||||||||||||||||||
| Balance at the end of the period | $ | $ | $ | $ | |||||||||||||||||||
Litigation and Other Legal Matters
We are involved in disputes, litigation, and other legal actions. In all cases, at each reporting period, we evaluate whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. In such cases, we accrue for the amount or, if a range, we accrue the low end of the range, only if there is not a better estimate than any other amount within the range, as a component of legal expense within general and administrative expenses. We monitor developments in these legal matters that could affect the estimate we had previously accrued. In relation to such matters, we currently believe that there are no existing claims or proceedings that are likely to have a material adverse effect on our financial position within the next 12 months, or the outcome of these matters is currently not determinable. There are many uncertainties associated with any litigation, and these actions or other third-party claims against us may cause us to incur costly litigation and/or substantial settlement charges. In addition, the resolution of any intellectual property litigation may require us to make royalty payments, which could have an adverse effect in future periods. If any of those events were to occur, our business, financial condition, results of operations, and cash flows could be adversely affected. The actual liability in any such matters may be materially different from our estimates, which could result in the need to adjust the liability and record additional expenses.
Indemnifications
In the ordinary course of business, we may provide indemnification of varying scope and terms to customers, distributors, resellers, vendors, lessors, business partners, and other parties with respect to certain matters including, but not limited to, losses arising from breach of such agreements or from intellectual property infringement claims made by third parties. In addition, we have entered into indemnification agreements with members of our board of directors and certain of our executive officers that require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments we could be required to make under these indemnification agreements is, in many cases, unlimited. As of September 29, 2024 and December 31, 2023, we have not incurred any material costs as a result of such indemnification obligations and we are not currently aware of any indemnification claims.
16
ARLO TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Note 9. Employee Benefit Plans
We grant options and restricted stock units (“RSUs”) under the 2018 Equity Incentive Plan (the “2018 Plan”), under which awards may be granted to all employees. We also grant performance-based and market-based restricted stock units (“PSUs”) to our executive officers periodically. Award vesting periods for the 2018 Plan are generally to five years . As of September 29, 2024, approximately 4.8 million shares were available for future grants. Options may be granted for periods of up to 10 years or such shorter term as may be provided in the agreement and at prices no less than 100 % of the fair market value of Arlo’s common stock on the date of grant. Options granted under the 2018 Plan generally vest over four years , the first tranche at the end of 12 months and the remaining shares underlying the option vesting monthly over the remaining three years .
On January 19, 2024, we registered an aggregate of up to 4,759,901 shares of common stock on a Registration Statement on Form S-8, including 3,807,921 shares issuable pursuant to the 2018 Plan that were automatically added to the shares authorized for issuance and 951,980 shares issuable pursuant to the Employee Stock Purchase Plan (“ESPP”) that were automatically added to the shares authorized for issuance on January 1, 2024, both pursuant to an “evergreen” provision contained in the respective plans.
The following table sets forth the available shares for grants as of September 29, 2024:
| Number of Shares | |||||
| (In thousands) | |||||
Shares available for grants as of December 31, 2023 | |||||
| Additional authorized shares | |||||
| Granted | ( | ||||
| Forfeited / cancelled | |||||
Shares traded / withheld for taxes | |||||
Shares available for grants as of September 29, 2024 | |||||
Employee Stock Purchase Plan
We sponsor the ESPP to eligible employees. Under our ESPP, employees purchased 233 thousand shares and 460 thousand shares during the nine months ended September 29, 2024 and October 1, 2023, respectively. As of September 29, 2024, 2.5 million shares were available for issuance under the ESPP.
17
ARLO TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Option Activity
We did not grant options during the nine months ended September 29, 2024. Stock option activity during the nine months ended September 29, 2024 was as follows:
| Number of Shares | Weighted Average Exercise Price Per Share | ||||||||||
| (In thousands) | (In dollars) | ||||||||||
Outstanding as of December 31, 2023 | $ | ||||||||||
| Granted | $ | ||||||||||
| Exercised | ( | $ | |||||||||
| Forfeited / cancelled | $ | ||||||||||
| Expired | ( | $ | |||||||||
Outstanding as of September 29, 2024 | $ | ||||||||||
Vested and exercisable as of September 29, 2024 | $ | ||||||||||
RSU Activity
RSU activity, excluding PSU activity, during the nine months ended September 29, 2024 was as follows:
| Number of Shares | Weighted Average Grant Date Fair Value Per Share | ||||||||||
| (In thousands) | (In dollars) | ||||||||||
Outstanding as of December 31, 2023 | $ | ||||||||||
| Granted | $ | ||||||||||
| Vested | ( | $ | |||||||||
| Forfeited | ( | $ | |||||||||
Outstanding as of September 29, 2024 | $ | ||||||||||
PSU Activity
Our executive officers and other senior employees have been granted performance-based awards with some vesting occurring when performance conditions are met and some vesting occurring at the end of a or five-year period when market conditions are met. The number of units earned and eligible to vest are determined based on the achievement of various performance conditions or market conditions, including the cumulative paid accounts targets, stock price, cash balances at reporting period, and the recipients’ continued services. At the end of each reporting period, we evaluate the probability of achieving the performance or market conditions and record the related stock-based compensation expense based on the achievement over the service period.
18
ARLO TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
PSU activity during the nine months ended September 29, 2024 was as follows:
| Number of Shares | Weighted Average Grant Date Fair Value Per Share | ||||||||||
| (In thousands) | (In dollars) | ||||||||||
Outstanding as of December 31, 2023 | $ | ||||||||||
| Granted | $ | ||||||||||
| Vested | ( | $ | |||||||||
| Forfeited | ( | $ | |||||||||
Outstanding as of September 29, 2024 | $ | ||||||||||
For RSUs and PSUs vested prior to September 29, 2024, the tax withholding method is the net withholding method, in which shares with a market value equivalent to the tax withholding obligation are withheld and the net shares are issued to the RSU and PSU holders. Effective the fourth quarter of 2024, the tax withholding policy changed and our Named Executive Officers (“NEOs”) will use the sell-to-cover method for their tax withholding, in which shares with a market value equivalent to the tax withholding obligation are sold on behalf of the NEOs of their RSUs and PSUs upon vesting and settlement to cover the tax withholding liability, and the cash proceeds from such sales are remitted by Arlo to taxing authorities. The sell-to-cover method will apply to all Arlo employees effective on January 1, 2025.
Stock-Based Compensation Expense
The following table sets forth the stock-based compensation expense included in our unaudited condensed consolidated statements of comprehensive loss:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 29, 2024 | October 1, 2023 | September 29, 2024 | October 1, 2023 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Cost of revenue | $ | $ | $ | $ | |||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
As of September 29, 2024, all outstanding options were fully vested; therefore, there was no unrecognized compensation cost related to stock options. Approximately $59.7 million of unrecognized compensation cost related to unvested RSUs and PSUs is expected to be recognized over a weighted-average period of 1.3 years as of September 29, 2024. During the nine months ended September 29, 2024 and October 1, 2023, we settled executive and employee bonuses by granting and issuing RSUs (non-cash financing activities) that vested immediately amounting to $12.6 million and $13.5 million, respectively.
19
ARLO TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Note 10. Income Taxes
The provision for income taxes for the three and nine months ended September 29, 2024 was $0.3 million and $1.0 million, respectively, or an effective tax rate of (8.0 )% and (3.9 )%, respectively. The provision for income taxes for the three and nine months ended October 1, 2023 was $0.03 million and $1.04 million, respectively, or an effective tax rate of (2.7 )% and (4.8 )%, respectively. During the three and nine months ended September 29, 2024 and October 1, 2023, we sustained U.S. book losses. Consistent with the prior year periods, we maintained a valuation allowance against our U.S. federal and state deferred tax assets and did not record a tax benefit on these deferred tax assets since it is more likely than not that these deferred tax assets will not be realized.
Note 11. Net Loss Per Share
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 29, 2024 | October 1, 2023 | September 29, 2024 | October 1, 2023 | ||||||||||||||||||||
| (In thousands, except per share data) | |||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted average common shares - basic and diluted | |||||||||||||||||||||||
| Basic and diluted net loss per share | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Anti-dilutive employee stock-based awards, excluded | |||||||||||||||||||||||
Note 12. Segment and Geographic Information
Segment Information
We operate as one
Geographic Information for Revenue
Revenue consists of gross product shipments and service revenue, less allowances for estimated sales returns, price protection, end-user customer rebates, net changes in deferred revenue, and other channel sales incentives deemed to be a reduction of revenue per the authoritative guidance. Sales and usage-based taxes are excluded from revenue. For reporting purposes, revenue by geographic area is generally based upon the bill-to location of the customer. The following table presents revenue by geographic area. For comparative purposes, amounts in prior period have been recast.
20
ARLO TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 29, 2024 | October 1, 2023 | September 29, 2024 | October 1, 2023 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| Spain | |||||||||||||||||||||||
| Sweden | |||||||||||||||||||||||
| Other countries | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Geographic Information for Long-Lived Assets
Long-lived assets include property and equipment, net and operating lease right-of-use assets, net. Our long-lived assets are based on the physical location of the assets. The following table presents long-lived assets by geographic area.
| As of | |||||||||||
| September 29, 2024 | December 31, 2023 | ||||||||||
| (In thousands) | |||||||||||
| United States | $ | $ | |||||||||
| Other countries | |||||||||||
| Total | $ | $ | |||||||||
Note 13. Stock Repurchase Program
On September 19, 2024, our Board of Directors approved a stock repurchase program of up to an aggregate of $50 million of shares of Arlo’s common stock through open market purchases in a manner deemed to be in the best interests of our company and stockholders, considering the economic cost and prevailing market conditions, including the relative trading prices and volumes of Arlo’s common stock. The stock repurchase program is expected to continue through December 31, 2026 unless extended or shortened by the Board of Directors.
There were no repurchases during the three months ended September 29, 2024 and $50 million remained authorized for repurchase under this stock repurchase program as of September 29, 2024.
21
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-looking Statements
This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. Such statements are based upon current expectations that involve risks and uncertainties. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. For example, the words “believes,” “anticipates,” “plans,” “expects,” “intends,” “could,” “may,” “will,” and similar expressions are intended to identify forward-looking statements, including statements concerning our business and the expected performance characteristics, specifications, reliability, market acceptance, market growth, specific uses, user feedback, and market position of our products and technology. Our actual results and the timing of certain events may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such a discrepancy include, but are not limited to, those discussed in “Part II—Item 1A—Risk Factors” and “Liquidity and Capital Resources” below.
All forward-looking statements in this document are based on information available to us as of the date hereof, such information may be limited or incomplete, and we assume no obligation to update any such forward-looking statements. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and the accompanying notes contained in this Quarterly Report. Unless expressly stated or the context otherwise requires, the terms “we,” “our,” “us,” the “Company,” and “Arlo” refer to Arlo Technologies, Inc. and our subsidiaries.
Business and Executive Overview
Arlo is transforming the ways in which people can protect everything that matters to them with advanced home, business, and personal security services that combine a globally scaled cloud platform, advanced monitoring and analytics capabilities, and award-winning app-controlled devices to create a personalized security ecosystem. Arlo’s deep expertise in cloud services, cutting-edge AI and computer vision analytics, wireless connectivity and intuitive user experience design delivers seamless, smart home security for Arlo users that is easy to setup and engage with every day. Our highly secure, cloud-based platform provides users with visibility, insight and a powerful means to help protect and connect in real-time with the people and things that matter most, from any location with a Wi-Fi or a cellular connection – all rooted in a commitment to safeguard privacy for our users and their personal data.
Since the launch of our first product in December 2014, we have shipped over 36.1 million smart connected devices. As of September 29, 2024, the Arlo platform had approximately 10.4 million cumulative registered accounts across more than 100 countries around the world coupled with approximately 4.2 million cumulative paid subscribers and annual recurring revenue of $241.6 million.
We conduct business across three geographic regions—(i) the Americas; (ii) Europe, Middle-East and Africa (“EMEA”); and (iii) Asia Pacific (“APAC”)—and we primarily generate revenue by selling devices through retail, wholesale distribution, security solution providers, Arlo’s direct to consumer store and paid subscription services. For the three months ended September 29, 2024 and October 1, 2023, we generated total revenue of $137.7 million and $130.0 million, respectively, and loss from operations was $5.5 million and $2.3 million, respectively. For the nine months ended September 29, 2024 and October 1, 2023, we generated total revenue of $389.3 million and $356.1 million, respectively, and loss from operations was $28.9 million and $24.4 million, respectively.
Our goal is to continue to develop innovative, world-class smart security solutions to expand and further monetize our current and future user and paid account bases. We believe that the growth of our business is dependent on many factors, including our ability to innovate and launch successful new products on a timely basis and grow our installed base, to increase subscription-based recurring revenue, to invest in channel partnerships and to continue our global expansion. We expect to increase our investment in research and development going forward as we continue to introduce new and
22
innovative products and services to enhance the Arlo platform and compete for engineering talent. We also expect our sales and marketing expense to increase in the future as we invest in marketing to drive demand for our products and services.
Key Business Metrics
In addition to the measures presented in our unaudited condensed consolidated financial statements, we use the following key metrics to evaluate our business, measure our performance, develop financial forecasts and make strategic decisions. We believe these key business metrics provide useful information by offering the ability to make more meaningful period-to-period comparisons of our on-going operating results and a better understanding of how management plans and measures our underlying business. Our key business metrics may be calculated in a manner different from the same key business metrics used by other companies. We regularly review our processes for calculating these metrics, and from time to time we may discover a need to make adjustments to better reflect our business or to improve their accuracy, including adjustments that may result in the recalculation of our historical metrics. We believe that any such inaccuracies or adjustments are immaterial unless otherwise stated.
As of | |||||||||||||||||
| September 29, 2024 | % Change | October 1, 2023 | |||||||||||||||
| (In thousands, except percentage data) | |||||||||||||||||
| Cumulative registered accounts | 10,383 | 26.7 | % | 8,193 | |||||||||||||
Cumulative paid accounts (1) | 4,235 | 70.4 | % | 2,486 | |||||||||||||
Annual recurring revenue (“ARR”) (2) | $ | 241,572 | 20.8 | % | $ | 199,993 | |||||||||||
_________________________
(1) The number of cumulative paid accounts as of September 29, 2024 included paid accounts managed by Verisure Sàrl (“Verisure”) in our EMEA region which are now onboarded with us. This does not have an impact to our financial statements and key business metrics other than our number of cumulative paid accounts.
(2) As described further below, in the first fiscal quarter of 2024, we changed the methodology on paid service revenue recognition from a mid-month convention to a daily recognition model. As a result, ARR as of September 29, 2024 was calculated using the daily recognition model while ARR as of October 1, 2023 was calculated using our former methodology, the mid-month convention. ARR as of October 1, 2023 calculated using the daily recognition model does not represent a material change from the mid-month convention over the same period.
Cumulative Registered Accounts. We believe that our ability to increase our user base is an indicator of our market penetration and growth of our business as we continue to expand and innovate our Arlo platform. We define our registered accounts at the end of a particular period as the number of unique registered accounts on the Arlo platform as of the end of such period. The number of registered accounts does not necessarily reflect the number of end-users on the Arlo platform as one registered account may be used by multiple end-users to monitor the devices attached to that household.
Cumulative Paid Accounts. Paid accounts are defined as any account worldwide where a subscription to a paid service is being collected (either by us or by our customers or channel partners, including Verisure).
Annual Recurring Revenue. We believe ARR enables measurement of our business initiatives and serves as an indicator of our future growth. ARR represents the amount of paid service revenue that we expect to recur annually. In the first fiscal quarter of 2024, we changed the methodology on paid service revenue recognition from a mid-month convention to a daily recognition model which recognizes paid service revenue based on the number of service days within the fiscal reporting period, commencing on the start date of the subscription and continuing over the term of the arrangement. Accordingly, the methodology used to calculate ARR was also changed in the first fiscal quarter of 2024 and is now calculated by taking the average daily paid service revenue of the last calendar month in the fiscal quarter, multiplied by 365 days. We believe the daily recognition model aligns with our customers’ subscription period and service usage and allows for a more precise measurement of paid service revenue relative to the former methodology of a mid-month convention, which was based on paid service revenue for the last calendar month in the fiscal quarter, multiplied by 12 months. This change in calculation methodology has no material impact on our financial statements or any previously reported ARR numbers. ARR is a performance metric and should be viewed independently of revenue and deferred revenue, and is not intended to be a substitute for, or combined with, any of these items.
23
Impact of Global Geopolitical, Economic and Business Conditions
During the nine months ended September 29, 2024, we remained focused on the ongoing conflict in Ukraine, hostilities in the Middle-East, supply chain disruptions, the inflationary macro environment, fluctuating consumer confidence and high interest rates by preserving our liquidity and managing our cash flow by taking preemptive action to enhance our ability to meet our short-term liquidity needs. These actions include, but are not limited to, proactively managing working capital by closely monitoring customers’ credit and collections, renegotiating payment terms with third-party manufacturers and key suppliers, closely monitoring inventory levels and purchases against forecasted demand, reducing or eliminating non-essential spending, and subleasing or reducing excess office space. We continue to monitor the situation and may, as necessary, reduce expenditures further, borrow under our revolving credit facility, or pursue other sources of capital that may include other forms of external financing in order to maintain our cash position and preserve financial flexibility in response to the uncertainty in the United States and global markets resulting from the ongoing conflict in Ukraine, hostilities in the Middle-East, supply chain disruptions, the inflationary macro environment, fluctuating consumer confidence and high interest rates, current financial conditions within the banking industry, including the effects of recent failures of other financial institutions, and liquidity levels.
24
Results of Operations
We operate as one operating and reportable segment. The following table sets forth, for the periods presented, the unaudited condensed consolidated statements of comprehensive loss data, which we derived from the accompanying unaudited condensed consolidated financial statements:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| September 29, 2024 | October 1, 2023 | September 29, 2024 | October 1, 2023 | ||||||||||||||||||||||||||||||||||||||||||||
| (In thousands, except percentage data) | |||||||||||||||||||||||||||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||||||||||||||||||||||||||
| Products | $ | 75,784 | 55.0 | % | $ | 78,961 | 60.7 | % | $ | 210,463 | 54.1 | % | $ | 210,770 | 59.2 | % | |||||||||||||||||||||||||||||||
| Services | 61,883 | 45.0 | % | 51,042 | 39.3 | % | 178,851 | 45.9 | % | 145,313 | 40.8 | % | |||||||||||||||||||||||||||||||||||
| Total revenue | 137,667 | 100.0 | % | 130,003 | 100.0 | % | 389,314 | 100.0 | % | 356,083 | 100.0 | % | |||||||||||||||||||||||||||||||||||
| Cost of revenue: | |||||||||||||||||||||||||||||||||||||||||||||||
| Products | 74,820 | 54.3 | % | 73,335 | 56.4 | % | 204,080 | 52.4 | % | 197,520 | 55.5 | % | |||||||||||||||||||||||||||||||||||
| Services | 14,431 | 10.5 | % | 13,529 | 10.4 | % | 42,584 | 11.0 | % | 38,349 | 10.8 | % | |||||||||||||||||||||||||||||||||||
| Total cost of revenue | 89,251 | 64.8 | % | 86,864 | 66.8 | % | 246,664 | 63.4 | % | 235,869 | 66.2 | % | |||||||||||||||||||||||||||||||||||
| Gross profit | 48,416 | 35.2 | % | 43,139 | 33.2 | % | 142,650 | 36.6 | % | 120,214 | 33.8 | % | |||||||||||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||||||||||||||
| Research and development | 17,562 | 12.8 | % | 16,829 | 12.9 | % | 57,916 | 14.9 | % | 52,197 | 14.7 | % | |||||||||||||||||||||||||||||||||||
| Sales and marketing | 17,832 | 13.0 | % | 15,863 | 12.2 | % | 52,900 | 13.6 | % | 48,137 | 13.5 | % | |||||||||||||||||||||||||||||||||||
| General and administrative | 17,052 | 12.4 | % | 12,460 | 9.6 | % | 57,830 | 14.9 | % | 43,089 | 12.1 | % | |||||||||||||||||||||||||||||||||||
| Others | 1,423 | 1.0 | % | 263 | 0.3 | % | 2,868 | 0.7 | % | 1,236 | 0.4 | % | |||||||||||||||||||||||||||||||||||
| Total operating expenses | 53,869 | 39.2 | % | 45,415 | 35.0 | % | 171,514 | 44.1 | % | 144,659 | 40.7 | % | |||||||||||||||||||||||||||||||||||
| Loss from operations | (5,453) | (4.0) | % | (2,276) | (1.8) | % | (28,864) | (7.5) | % | (24,445) | (6.9) | % | |||||||||||||||||||||||||||||||||||
| Interest income, net | 1,400 | 1.0 | % | 1,175 | 0.9 | % | 4,281 | 1.1 | % | 2,736 | 0.8 | % | |||||||||||||||||||||||||||||||||||
Other income, net | (57) | — | % | 10 | — | % | (100) | — | % | 23 | — | % | |||||||||||||||||||||||||||||||||||
| Loss before income taxes | (4,110) | (3.0) | % | (1,091) | (0.9) | % | (24,683) | (6.4) | % | (21,686) | (6.1) | % | |||||||||||||||||||||||||||||||||||
| Provision for income taxes | 329 | 0.2 | % | 29 | — | % | 960 | 0.2 | % | 1,042 | 0.3 | % | |||||||||||||||||||||||||||||||||||
| Net loss | $ | (4,439) | (3.2) | % | $ | (1,120) | (0.9) | % | $ | (25,643) | (6.6) | % | $ | (22,728) | (6.4) | % | |||||||||||||||||||||||||||||||
Revenue
Our gross revenue consists primarily of sales of devices and paid subscription service revenue. We generally recognize revenue from product sales at the time the product is shipped and transfer of control from us to the customer occurs. Our paid subscription services are billed in advance of the start of the monthly subscription and revenue is recognized ratably over subscription period.
Our revenue consists of gross revenue, less customer rebates and other channel sales incentives, allowances for estimated sales returns, price protection, and net changes in deferred revenue. A significant portion of our marketing expenditure is with customers and is deemed to be a reduction of revenue under authoritative guidance for revenue recognition.
25
We conduct business across three geographic regions—(i) the Americas; (ii) EMEA; and (iii) APAC—and generally base revenue by geographic region on the bill-to location of the customer.
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| September 29, 2024 | % Change | October 1, 2023 | September 29, 2024 | % Change | October 1, 2023 | ||||||||||||||||||||||||||||||
| (In thousands, except percentage data) | |||||||||||||||||||||||||||||||||||
| Americas | $ | 73,303 | (8.3) | % | $ | 79,948 | $ | 195,766 | (8.8) | % | $ | 214,716 | |||||||||||||||||||||||
| Percentage of revenue | 53.2 | % | 61.5 | % | 50.3 | % | 60.3 | % | |||||||||||||||||||||||||||
| EMEA | 57,773 | 34.7 | % | 42,887 | 175,980 | 43.9 | % | 122,317 | |||||||||||||||||||||||||||
| Percentage of revenue | 42.0 | % | 33.0 | % | 45.2 | % | 34.4 | % | |||||||||||||||||||||||||||
| APAC | 6,591 | (8.0) | % | 7,168 | 17,568 | (7.8) | % | 19,050 | |||||||||||||||||||||||||||
| Percentage of revenue | 4.8 | % | 5.5 | % | 4.5 | % | 5.3 | % | |||||||||||||||||||||||||||
| Total revenue | $ | 137,667 | 5.9 | % | $ | 130,003 | $ | 389,314 | 9.3 | % | $ | 356,083 | |||||||||||||||||||||||
Revenue by classification is as follows:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| September 29, 2024 | % Change | October 1, 2023 | September 29, 2024 | % Change | October 1, 2023 | ||||||||||||||||||||||||||||||
| (In thousands, except percentage data) | |||||||||||||||||||||||||||||||||||
| Product revenue | $ | 75,784 | (4.0) | % | $ | 78,961 | $ | 210,463 | (0.1) | % | $ | 210,770 | |||||||||||||||||||||||
| Service revenue | 61,883 | 21.2 | % | 51,042 | 178,851 | 23.1 | % | 145,313 | |||||||||||||||||||||||||||
| Total revenue | $ | 137,667 | 5.9 | % | $ | 130,003 | $ | 389,314 | 9.3 | % | $ | 356,083 | |||||||||||||||||||||||
Product revenue decreased by $3.2 million, or 4.0%, and $0.3 million, or 0.1%, for the three and nine months ended September 29, 2024 compared to the prior year periods, respectively, primarily driven by the decrease in product sales in the Americas and APAC due to seasonality and a reduction in average selling prices (“ASPs”) of our products as we increased promotional activities to stimulate household acquisition and subscriber growth. The decline was partially offset by the increase in product shipments in EMEA due to stronger customer demand and the lower sales returns that are deemed to be reductions of revenue. The decrease in product revenue for the nine months ended September 29, 2024 was also offset by the lower sales incentives that are deemed to be reductions of revenue.
Service revenue increased in all regions by $10.8 million, or 21.2%, and $33.5 million, or 23.1%, for the three and nine months ended September 29, 2024 compared to the prior year periods, respectively, primarily due to a 70.4% increase in cumulative paid accounts and continued increase in average revenue per user (“ARPU”) of retail subscriptions.
Cost of Revenue
Cost of revenue consists of both product costs and service costs. Product costs primarily consist of the cost of finished products from our third-party manufacturers and overhead costs, including personnel expense for operation staff, purchasing, product planning, inventory control, warehousing and distribution logistics, third-party software licensing fees, inbound freight, IT and facilities overhead, warranty costs associated with returned goods, write-downs for excess and obsolete inventory and excess components, and royalties to third parties. Service costs consist of costs attributable to the provision and maintenance of our cloud-based platform, including personnel, storage, security and computing, IT and facilities overhead.
Our cost of revenue as a percentage of revenue can vary based upon a number of factors, including those that may affect our revenue set forth above and factors that may affect our cost of revenue, including, without limitation, product mix, sales channel mix, registered accounts’ acceptance of paid subscription service offerings, and changes in our cost of
26
goods sold due to fluctuations in prices paid for components, net of vendor rebates, cloud platform costs, warranty and overhead costs, inbound freight and duty costs, and charges for excess or obsolete inventory. We outsource our manufacturing, warehousing, and distribution logistics. We also outsource certain components of the required infrastructure to support our cloud-based back-end IT infrastructure. We believe this outsourcing strategy allows us to better manage our product and service costs and gross margin and allows us to adapt to changing market dynamics and supply chain constraints.
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| September 29, 2024 | % Change | October 1, 2023 | September 29, 2024 | % Change | October 1, 2023 | ||||||||||||||||||||||||||||||
| (In thousands, except percentage data) | |||||||||||||||||||||||||||||||||||
| Cost of revenue: | |||||||||||||||||||||||||||||||||||
| Products | $ | 74,820 | 2.0 | % | $ | 73,335 | $ | 204,080 | 3.3 | % | $ | 197,520 | |||||||||||||||||||||||
| Services | 14,431 | 6.7 | % | 13,529 | 42,584 | 11.0 | % | 38,349 | |||||||||||||||||||||||||||
| Total cost of revenue | $ | 89,251 | 2.7 | % | $ | 86,864 | $ | 246,664 | 4.6 | % | $ | 235,869 | |||||||||||||||||||||||
Product cost of revenue increased by 2.0% and 3.3% for the three and nine months ended September 29, 2024, respectively, compared to the prior year periods, primarily due to a decrease in inventory net realizable value.
Service cost of revenue increased by 6.7% and 11.0% for the three and nine months ended September 29, 2024, respectively, compared to the prior year periods, primarily due to service revenue growth as a result of the increase in cumulative paid accounts, partially offset by cost optimizations.
Gross Profit
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| September 29, 2024 | % Change | October 1, 2023 | September 29, 2024 | % Change | October 1, 2023 | ||||||||||||||||||||||||||||||
| (In thousands, except percentage data) | |||||||||||||||||||||||||||||||||||
| Gross profit: | |||||||||||||||||||||||||||||||||||
| Products | $ | 964 | (82.9) | % | $ | 5,626 | $ | 6,383 | (51.8) | % | $ | 13,250 | |||||||||||||||||||||||
| Services | 47,452 | 26.5 | % | 37,513 | 136,267 | 27.4 | % | 106,964 | |||||||||||||||||||||||||||
| Total gross profit | $ | 48,416 | 12.2 | % | $ | 43,139 | $ | 142,650 | 18.7 | % | $ | 120,214 | |||||||||||||||||||||||
| Gross margin percentage: | |||||||||||||||||||||||||||||||||||
| Products | 1.3 | % | 7.1 | % | 3.0 | % | 6.3 | % | |||||||||||||||||||||||||||
| Services | 76.7 | % | 73.5 | % | 76.2 | % | 73.6 | % | |||||||||||||||||||||||||||
| Total gross margin | 35.2 | % | 33.2 | % | 36.6 | % | 33.8 | % | |||||||||||||||||||||||||||
Product gross profit decreased by $4.7 million and $6.9 million for the three and nine months ended September 29, 2024, respectively, compared to the prior year periods, primarily driven by a reduction in the ASPs of our products as we increased promotional activities to stimulate household acquisition and subscriber growth and an increase in inventory reserves.
Service gross profit increased by $9.9 million and $29.3 million for the three and nine months ended September 29, 2024, respectively, compared to the prior year periods, primarily due to service revenue growth in all regions as a result of increases in cumulative paid accounts, continued increase in ARPU of retail subscriptions, and cost optimizations.
27
Operating Expenses
Research and Development
Research and development expense consists primarily of personnel-related expense, safety, security, regulatory services and testing, other research and development consulting fees, and allocated IT and facilities overhead. Generally, we recognize research and development expenses as they are incurred. We have invested in and expanded our research and development organization to enhance our ability to introduce innovative products and services. We expect research and development expense to increase in absolute dollars as we develop new product and service offerings and compete for engineering talent. We believe that innovation and technological leadership are critical to our future success, and we are committed to continuing a significant level of research and development to develop new technologies, products, and services, including our hardware devices, cloud-based software, AI-based algorithms, and machine learning capabilities.
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| September 29, 2024 | % Change | October 1, 2023 | September 29, 2024 | % Change | October 1, 2023 | ||||||||||||||||||||||||||||||
| (In thousands, except percentage data) | |||||||||||||||||||||||||||||||||||
| Research and development expense | $ | 17,562 | 4.4 | % | $ | 16,829 | $ | 57,916 | 11.0 | % | $ | 52,197 | |||||||||||||||||||||||
Research and development expense increased by $0.7 million for the three months ended September 29, 2024 compared to the prior year period, primarily due to an increase of $1.1 million in personnel-related expenses mainly from stock-based compensation and merit increases, partially offset by a decrease of $0.3 million in corporate IT and facilities overhead.
Research and development expense increased by $5.7 million for the nine months ended September 29, 2024 compared to the prior year period, primarily due to increases of $5.0 million in personnel-related expenses mainly from stock-based compensation and merit increases, and $0.6 million in professional services.
Sales and Marketing
Sales and marketing expense consists primarily of personnel expense for sales and marketing staff, technical support expense, advertising, trade shows, media and placement, corporate communications and other marketing expense, product marketing expense, allocated IT and facilities overhead, outbound freight costs, and credit card processing fees. We expect our sales and marketing expense to increase in the future as we invest in marketing to drive demand for our products and services.
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| September 29, 2024 | % Change | October 1, 2023 | September 29, 2024 | % Change | October 1, 2023 | ||||||||||||||||||||||||||||||
| (In thousands, except percentage data) | |||||||||||||||||||||||||||||||||||
| Sales and marketing expense | $ | 17,832 | 12.4 | % | $ | 15,863 | $ | 52,900 | 9.9 | % | $ | 48,137 | |||||||||||||||||||||||
Sales and marketing expense increased by $2.0 million for the three months ended September 29, 2024 compared to the prior year period, primarily due to increases of $1.6 million in marketing expenditures, $0.5 million in personnel-related expenses mainly from stock-based compensation and merit increases, $0.3 million in professional services as a result of continued investment in customer experience improvements across customer care and engineering, and $0.3 million in credit card processing fees as a result of increases in paid subscriber accounts, partially offset by a decrease of $0.6 million in freight-out expenses.
Sales and marketing expense increased by $4.8 million for the nine months ended September 29, 2024 compared to the prior year period, primarily due to increases of $2.1 million in personnel-related expenses mainly from stock-based compensation and merit increases, $2.0 million in marketing expenditures, $1.1 million in professional services as a result
28
of continued investment in customer experience improvements across customer care and engineering, and $0.8 million in credit card processing fees as a result of increases in paid subscriber accounts, partially offset by a decrease of $1.1 million in freight-out expenses.
General and Administrative
General and administrative expense consists primarily of personnel-related expense for certain executives, finance and accounting, investor relations, human resources, legal, information technology, professional fees, allocated IT and facilities overhead, strategic initiative expense, and other general corporate expense. We expect our general and administrative expense to fluctuate as a percentage of our revenue in future periods based on fluctuations in our revenue and the timing of such expense.
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| September 29, 2024 | % Change | October 1, 2023 | September 29, 2024 | % Change | October 1, 2023 | ||||||||||||||||||||||||||||||
| (In thousands, except percentage data) | |||||||||||||||||||||||||||||||||||
| General and administrative expense | $ | 17,052 | 36.9 | % | $ | 12,460 | $ | 57,830 | 34.2 | % | $ | 43,089 | |||||||||||||||||||||||
General and administrative expense increased by $4.6 million for the three months ended September 29, 2024 compared to the prior year period, primarily due to increases of $3.9 million in personnel-related expenses mainly from stock-based compensation and merit increases, and $0.5 million in legal and other professional services.
General and administrative expense increased by $14.7 million for the nine months ended September 29, 2024 compared to the prior year period, primarily due to increases of $11.1 million in personnel-related expenses mainly from stock-based compensation due to the achievement of certain performance-based equity awards target and $3.3 million in legal and professional services.
Others
Others include restructuring charges, which consist of severance costs, office exit expense, and other exit expense associated with the abandonment of certain lease contracts and cancellation of contractual services arrangements with certain suppliers. Others also include the write-off of deferred financing and separation related expenses, which consist primarily of costs of legal and professional services.
Interest Income, Net and Other Income (Loss), Net
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| September 29, 2024 | % Change | October 1, 2023 | September 29, 2024 | % Change | October 1, 2023 | ||||||||||||||||||||||||||||||
| (In thousands, except percentage data) | |||||||||||||||||||||||||||||||||||
Interest income, net | $ | 1,400 | 19.1 | % | $ | 1,175 | 4,281 | 56.5 | % | 2,736 | |||||||||||||||||||||||||
| Other income (loss), net | $ | (57) | ** | $ | 10 | (100) | ** | 23 | |||||||||||||||||||||||||||
**Percentage change not meaningful.
Interest income, net increased for the three and nine months ended September 29, 2024 compared to the prior year periods, primarily due to the increase in our cash and cash equivalents and short-term investments as well as higher interest rates.
29
Provision for Income Taxes
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| September 29, 2024 | % Change | October 1, 2023 | September 29, 2024 | % Change | October 1, 2023 | ||||||||||||||||||||||||||||||
| (In thousands, except percentage data) | |||||||||||||||||||||||||||||||||||
| Provision for income taxes | $ | 329 | 1,034.5 | % | $ | 29 | $ | 960 | (7.9) | % | $ | 1,042 | |||||||||||||||||||||||
| Effective tax rate | (8.0) | % | (2.7) | % | (3.9) | % | (4.8) | % | |||||||||||||||||||||||||||
The effective tax rate for the three and nine months ended September 29, 2024 was lower than the U.S. federal income tax rate due to a lower effective tax rate on foreign earnings and valuation allowance on our net U.S. deferred tax assets and certain foreign tax attributes as it is more likely than not that some or all of our deferred tax assets will not be realized.
30
Liquidity and Capital Resources
As of September 29, 2024, our cash and cash equivalents and short-term investments totaled $146.6 million. We have a history of losses and may incur operating and net losses in the future. As of September 29, 2024, our accumulated deficit was $393.1 million. Historically, we have funded our principal business activities through cash flows generated from operations and available cash on hand.
Our current revolving credit facility with Bank of America, N.A. matured on October 27, 2024. We are in the final stage of entering into a new credit agreement and a security agreement with HSBC Bank USA, N.A, for a three-year revolving credit facility of $45.0 million with an uncommitted accordion feature of $30.0 million.
Material Cash Requirements
We believe that our existing sources of liquidity will be sufficient to meet our anticipated cash requirements for at least the next 12 months and beyond. However, in the future we may require or desire additional funds to support our operating expenses and capital requirements. To the extent that current and anticipated future sources of liquidity are insufficient, we may seek to raise additional funds through public or private equity. We have no commitments to obtain such additional financing and cannot provide assurance that additional financing will be available at all or, if available, that such financing would be obtainable on terms favorable to us and would not be dilutive.
Our future liquidity and cash requirements may vary from those currently planned and will depend on numerous factors, including the introduction of new products, the growth in our service revenue, the ability to increase our gross margin dollars, as well as cost optimization initiatives and controls over our operating expenditures. As we grow our installed base and related cost structure, there will be a need for additional working capital, hence, we may increase our product and subscription rates in the future.
Leases and Contractual Commitments
Our operating lease obligations mostly include offices, equipment, and distribution centers. Our contractual commitments are primarily inventory-related purchase obligations with suppliers.
Contingencies
We are involved in disputes, litigation, and other legal actions. We evaluate whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. Significant judgment is required to determine both the probability and the estimated amount of loss. In such cases, we accrue for the amount or, if a range, we accrue the low end of the range, only if there is not a better estimate than any other amount within the range, as a component of legal expense within litigation reserves, net.
Refer to Note 8. Commitments and Contingencies in the Notes to Unaudited Condensed Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report for further information about our operating leases, purchase obligations, and legal contingencies.
31
Cash Flow
| Nine Months Ended | |||||||||||
| September 29, 2024 | October 1, 2023 | ||||||||||
| (In thousands) | |||||||||||
Net cash provided by operating activities | $ | 44,634 | $ | 30,367 | |||||||
Net cash provided by (used in) investing activities | 11,229 | (46,094) | |||||||||
| Net cash used in financing activities | (35,830) | (17,240) | |||||||||
Net cash increase (decrease) | $ | 20,033 | $ | (32,967) | |||||||
Operating activities
Net cash provided by operating activities increased by $14.3 million for the nine months ended September 29, 2024 compared to the prior year period, primarily due to favorable working capital movements as the results of (i) higher accounts payable balances mainly due to timing of the payments and increased marketing expenditures for new products launch and upcoming holiday sales; and (ii) higher accounts receivable balances due to the growth of sales, offset by increased inventory purchases.
Investing activities
Net cash provided by (used in) investing activities increased by $57.3 million for the nine months ended September 29, 2024 compared to the prior year period, primarily due to higher proceeds from maturities of short-term investments.
Financing activities
Net cash used in financing activities increased by $18.6 million for the nine months ended September 29, 2024 compared to the prior year period, primarily due to the increase in withholding tax from RSU releases, offset by higher proceeds related to employee benefit plans.
Critical Accounting Policies and Estimates
For a complete description of what we believe to be the critical accounting policies and estimates used in the preparation of our Unaudited Condensed Consolidated Financial Statements, refer to our Annual Report on Form 10-K for the year ended December 31, 2023. There have been no material changes to our critical accounting policies and estimates during the nine months ended September 29, 2024, other than as discussed in Note 2. Significant Accounting Policies and Recent Accounting Pronouncements, in the Notes to Unaudited Condensed Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report.
32
Item 3.Quantitative and Qualitative Disclosures About Market Risk
During the nine months ended September 29, 2024, there were no material changes to our market risk disclosures as set forth in Part II, Item 7A “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2023.
Item 4.Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), has evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. Based on this evaluation, our management, including our CEO and our CFO, has concluded that, due to the material weakness described below, our disclosure controls and procedures were not effective as of September 29, 2024 at a reasonable assurance level. A control system, no matter how well conceived and operated, can provide only reasonable assurance that the objectives of the control system are met. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within an organization have been detected.
Notwithstanding the material weakness in our internal control over financial reporting described below, our management believes that the unaudited condensed consolidated financial statements and related financial information included in this Quarterly Report for the nine months ended September 29, 2024 fairly present in all material respects our financial condition, results of operations and cash flows as of the dates presented, and for the periods ended on such dates, in conformity with accounting principles generally accepted in the United States of America.
Previously Reported Material Weaknesses
As reported in Part II, Item 9A. “Controls and Procedures” of our Annual Report on Form 10-K for the year ended December 31, 2023, in connection with our assessment of the effectiveness of internal control over financial reporting, our management identified certain control deficiencies in the area of our Information Technology General Control (“ITGC”) related to (i) user access and segregation of duty controls that restrict user and privileged access to appropriate personnel; (ii) program change management controls; and (iii) certain computer operations controls that, when aggregated, arise to a material weakness.
Management is committed to remediating the material weakness in a timely manner. Our remediation process includes, but is not limited to: (i) increasing timely reviews of information technology system changes made; (ii) rationalizing access privileges for developer system users; (iii) implementing or modifying controls related to program change management and certain computer operations; and (iv) training of relevant personnel on the design and operation of any new or modified ITGCs. These steps are subject to ongoing management review, as well as oversight by the audit committee of our board of directors.
Status of Remediation Efforts
Management has implemented measures designed to remediate the material weakness in fiscal year 2024. The remedial measures implemented include but are not limited to:
•Implementation of a software solution to identify and facilitate review of changes made to our Enterprise Resource Planning (“ERP”) system via newly designed detective controls to supplement our existing preventative controls.
33
•Implementation of a tool to better monitor access via a secure gateway to our operating systems, as well as better management of credentials across all financially impactful applications and the underlying internally managed infrastructure.
•Enhancement of our user access review procedures to increase scope and precision.
•Minimize number of users with elevated access within our ERP system, limiting sensitive roles to only individuals with functional requirements.
•Redesign and implementation of ITGCs and deployment of additional trainings to further mature the overall control environment.
We have substantially implemented the remedial measures described above relating to the control deficiencies associated with the previously identified material weakness within the IT function. We believe that upon completion of such measures, we will have strengthened our ITGCs to address and successfully remediate the identified material weakness. However, the material weakness will not be considered remediated until the applicable remediated controls are fully implemented and have operated for a sufficient period of time and management has concluded, through formal testing, that these controls are operating effectively. We expect to continue to assess their operating effectiveness throughout fiscal 2024.
Changes in Internal Control over Financial Reporting
Other than the ongoing remediation efforts described above, there were no changes in our internal control over financial reporting during the nine months ended September 29, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
34
PART II: OTHER INFORMATION
Item 1.Legal Proceedings
The information set forth under the heading “Litigation and Other Legal Matters” in Note 8, Commitments and Contingencies, in Notes to Unaudited Condensed Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report, is incorporated herein by reference. For additional discussion of certain risks associated with legal proceedings, see the section entitled “Risk Factors” in Part II, Item 1A of this Quarterly Report.
Item 1A.Risk Factors
Our business, reputation, results of operations and financial condition, as well as the price of our stock, can be affected by a number of factors, whether currently known or unknown, including those described in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023 under the heading “Risk Factors.” During the nine months ended September 29, 2024, there have been no significant changes to the risk factors under the heading “Risk Factors” described in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023.
Item 5. Other Information
Trading Arrangements
During the quarter ended September 29, 2024, our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated the contracts, instructions or written plans for the purchase or sale of Arlo’s securities set forth in the table below:
| Type of Trading Arrangement | |||||||||||||||||||||||||||||||||||||||||
| Name and Position | Action | Action Date | Rule 10b5-1 (1) | Non-Rule 10b5-1 (2) | Total Shares of Common Stock to be Sold | Expiration Date | |||||||||||||||||||||||||||||||||||
| (3) | X | up to | |||||||||||||||||||||||||||||||||||||||
| (4) | X | up to | |||||||||||||||||||||||||||||||||||||||
| (3) | X | up to | (5) | ||||||||||||||||||||||||||||||||||||||
| (3) | X | up to | |||||||||||||||||||||||||||||||||||||||
| (3) | X | up to | |||||||||||||||||||||||||||||||||||||||
(1)Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
(2)“Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act.
(3)Adopted for personal tax planning purposes.
(4)Represents the termination of a written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) adopted on November 30, 2023.
(5)This plan is designed to sell a specified percentage of the net shares delivered after tax withholding on five separate equity awards. The actual number of shares to be sold will depend on state and federal tax rates applicable on the relevant vesting dates as well as the payout, if any, of shares to be granted in the first quarter of 2025 in settlement of Mr. Binder’s 2024 annual bonus which are assumed to be achieved at 100% of target and settled using a price per share calculated by a 30 day average as of August 29, 2024, which is the adoption date of this plan. For certain equity awards in the 10b5-1 Plan, Mr. Binder has designated target prices ranging from $15 to $25 for the sale of shares. If the Arlo stock is not trading at or above the target prices, the shares cannot be sold.
35
Item 6.Exhibits
Exhibit Index
| Incorporated by Reference | ||||||||||||||||||||||||||||||||
Exhibit Number | Exhibit Description | Form | Date | Number | Filed Herewith | |||||||||||||||||||||||||||
| 8-K | 8/7/2018 | 3.1 | ||||||||||||||||||||||||||||||
| 8-K | 8/7/2018 | 3.2 | ||||||||||||||||||||||||||||||
| S-1/A | 7/23/2018 | 4.1 | ||||||||||||||||||||||||||||||
| X | ||||||||||||||||||||||||||||||||
| X | ||||||||||||||||||||||||||||||||
32.1# | X | |||||||||||||||||||||||||||||||
32.2# | X | |||||||||||||||||||||||||||||||
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | X | ||||||||||||||||||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | ||||||||||||||||||||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||||||||||||||||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | ||||||||||||||||||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | ||||||||||||||||||||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | X | ||||||||||||||||||||||||||||||
| # | This certification is deemed to accompany this Quarterly Report on Form 10-Q and will not be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section. This certification will not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. | |||||||||||||||||||||||||||||||
36
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ARLO TECHNOLOGIES, INC. | ||
| Registrant | ||
| /s/ MATTHEW MCRAE | ||
| Matthew McRae | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| /s/ KURTIS BINDER | ||
| Kurtis Binder | ||
Chief Financial Officer and Chief Operating Officer | ||
| (Principal Financial and Accounting Officer) | ||
Date: November 7, 2024
37