Forward-looking Statements



This 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, market position of our products and technology and
the potential adverse impact of the COVID-19 pandemic on our business and
operations. 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 and we assume no obligation to
update any such forward-looking 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 combines an intelligent cloud infrastructure and mobile app with a variety
of smart connected devices that are transforming the way people experience the
connected lifestyle. Arlo's deep expertise in product design, wireless
connectivity, cloud infrastructure and cutting-edge AI capabilities focuses on
delivering a seamless, smart home experience for Arlo users that is easy to
setup and interact with every day. Our 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. Since the launch of our first product in
December 2014, we have shipped over 21.6 million smart connected devices, and as
of October 3, 2021, our smart platform had approximately 5.8 million cumulative
registered accounts across more than 100 countries around the world.

We conduct business across three geographic regions-the Americas; Europe,
Middle-East and Africa ("EMEA"); and Asia Pacific ("APAC") and we primarily
generate revenue by selling devices through retail, wholesale distribution,
wireless carrier channels, security solution providers, Arlo's direct to
consumer store and paid subscription services. International revenue was 35.0%
and 32.9% of our revenue for the three months ended October 3, 2021 and
September 27, 2020, respectively, and 35.6% and 28.9% of our revenue for the
nine months ended October 3, 2021 and September 27, 2020, respectively.

For the three months ended October 3, 2021 and September 27, 2020, we generated
revenue of $111.1 million and $110.2 million, respectively, representing a
year-over-year increase of 0.8%. For the nine months ended October 3, 2021 and
September 27, 2020, we generated revenue of $292.3 million and $242.3 million,
respectively, representing a year-over-year increase of 20.6%. Loss from
operations were $15.6 million and $18.0 million for the three months ended
October 3, 2021 and September 27, 2020, respectively. Loss from operations were
$52.9 million and $89.2 million for the nine months ended October 3, 2021 and
September 27, 2020, respectively.

Our goal is to continue to develop innovative, world-class connected lifestyle
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 brand awareness and channel partnerships and to
continue our global expansion. We expect to maintain our investment in research
and development going forward as we continue to introduce new and innovative
products and services to enhance the Arlo platform.
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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 inaccuracies in our metrics or 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
                                  October 3, 2021       % Change      September 27, 2020
                                          (In thousands, except percentage data)
Cumulative registered accounts              5,822         22.0  %                  4,774
Cumulative paid accounts                      877        146.3  %                    356
Annual recurring revenue         $         80,400        102.9  %    $            39,634



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 particular 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 people. We changed our definition from registered users to registered
accounts starting in the fourth quarter of 2019 due to the Verisure transaction.
Verisure will own the registered accounts but we will continue to provide
services to these European customers under the Verisure Agreements.

Cumulative Paid Accounts. Paid accounts worldwide measured as any account where
a subscription to a paid service is being collected (either by the Company or by
the Company's customers or channel partners), plus paid service plans of a
duration of more than 3 months bundled with products (such bundles being counted
as a paid account after 90 days have elapsed from the date of registration). In
the fourth quarter of 2019, we redefined paid subscribers as paid accounts to
include customers that were transferred to Verisure as part of the disposal of
our commercial operations in Europe because we will continue to provide services
to these European customers and receive payments associated with them, under the
Verisure Agreements.

Annual Recurring Revenue ("ARR"). Effective as of the quarter ended October 3,
2021, we have adopted ARR as one of the key indicators of our business
performance. 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 and is calculated by taking our
recurring paid service revenue for the last calendar month in the fiscal
quarter, multiplied by 12 months. Recurring paid service revenue represents the
revenue we recognize from our paid accounts and excludes prepaid service revenue
and NRE service revenue from strategic partners. The ARR for the comparative
period presented was derived following the same methodology. 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.

COVID-19 Update

On March 11, 2020, the World Health Organization announced that COVID-19, a
respiratory illness, caused by a novel coronavirus, is a pandemic. COVID-19 has
spread to many of the countries in which we, our customers, our suppliers and
our other business partners conduct business. Governments in affected regions
have implemented, and may continue to implement, safety precautions which
include quarantines, travel restrictions, business closures, cancellations of
public gatherings and other measures as they deem necessary. Many organizations
and individuals, including the Company
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and its employees are taking additional steps to avoid or reduce infection,
including limiting travel and staying home from work. These measures are
disrupting normal business operations both in and outside of affected areas and
have had significant negative impacts on businesses and financial markets
worldwide. We anticipate that our financial results could be adversely impacted
due to:

•temporary closure or decrease in foot traffic to our major customers' retail
stores and shift of focus to essential goods distribution;
•disruption to our supply chain caused by component shortages, extended transit
times, labor shortages, factory uptime, freight capacity, inflated freight
pricing and increased component and finished goods costs;

•deferment of customer spending due to economic uncertainty;

•decreased productivity due to travel bans, work-from-home policies or shelter in place orders; and

•a slow-down in the global economy or a credit crisis.



We continue to closely monitor developments and are taking steps to mitigate the
potential risks related to the COVID-19 pandemic to us, our employees and our
customers. The extent of the impact of the COVID-19 pandemic on our business
operations will depend on future developments, including the duration of the
pandemic, the broader implications of the macro-economic recovery and the impact
on overall customer demand, all of which are uncertain and cannot be predicted.
Our priorities and actions during the COVID-19 pandemic continue to be focused
on protecting the health and safety of all those we serve, our employees, our
customers, our suppliers and our communities, including implementing continuous
updates to our health and safety policies and processes and progress made
through vaccinations. We continue to instruct all but a limited number of our
global workforce to work remotely as a precautionary measure intended to
minimize the risk of the virus to them and the communities in which we operate,
while we continue to focus on providing our team with the resources that they
need to meet the needs of our customers and deliver new innovations to the
markets we serve, despite challenges presented by the COVID-19 pandemic. We also
continue to work with our suppliers to address any supply chain disruptions,
which might include larger component backlogs, component cost increases, travel
restrictions and logistics changes that can impact our operations. For example,
increased demand for electronics as a result of the COVID-19 pandemic, effects
of the U.S. trade war with China, increased demand for chips in the automotive
industry and certain other factors have led to a global shortage of
semiconductors. As a result, we have experienced component shortages, including
longer lead times for components and supply constraints, that have affected both
our ability to meet scheduled product deliveries and worldwide demand for our
products. Also, as a result of the COVID-19 pandemic, our supply chain partners
are limited by production capacity, constrained by material availability, labor
shortages, factory uptime and freight capacity, each of which constrains our
ability to capitalize fully on end market demand. As of October 3, 2021,
international freight capacity has dropped, causing air and ocean freight rates
to materially increase. Furthermore, transit times have also increased, causing
us to rely more on air freight in order to meet our customers' demands. For the
three and nine months ended October 3, 2021, we saw a 244% and 134% increase in
freight-in expense compared to the prior year periods, respectively, as a result
of the higher sea and air freight rates and component shortages which
necessitated use of air freight to meet customer requested delivery dates. We
expect supply chain constraints to persist through 2021 and to continue into
2022. While we have been broadly successful in navigating COVID-19 related
challenges to date, any further disruptions brought about by the COVID-19
pandemic to our supply chain and operations could have a significant negative
impact on our net revenue, gross and operating margin performance.

In addition, as a result of the COVID-19 pandemic, we could experience material
charges from potential adjustments of the carrying value of our inventories and
trade receivables, impairment charges on our long-lived assets, intangible
assets and goodwill, and changes in the effectiveness of our hedging
instruments, among others. During the second quarter of 2021, we evaluated our
existing real estate lease portfolio in light the COVID-19 pandemic and its
impact on the changing nature of office space use by our workforce. This
evaluation included the decision to sublease our office space in San Jose,
California. As a result, we recorded an impairment charge of $9.1 million, which
includes $6.8 million associated with the right-of-use assets and $2.3 million
associated with other lease related property and equipment assets, in the second
quarter of 2021. Refer to Note 4, Balance Sheet Components, for further
information about the impairment of the right-of-use asset and long-lived
assets.

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We continue to be focused on navigating these recent challenges presented by the
COVID-19 pandemic through preserving our liquidity and managing our cash flow
through 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, subleasing excess office
space, and deferment of hiring. We continue to monitor this rapidly developing
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 COVID-19 pandemic.

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 operations data, which we derived from the accompanying unaudited
condensed consolidated financial statements:
                                                           Three Months Ended                                                           Nine Months Ended
                                           October 3,                           September 27,                          October 3,                           September 27,
                                              2021                                  2020                                  2021                                  2020
                                                                                       (In thousands, except percentage data)
Revenue:
Products                          $  84,152             75.7  %       $      91,271             82.8  %       $ 217,224             74.3  %       $     191,597             79.1  %

Services                             26,997             24.3  %              18,965             17.2  %          75,052             25.7  %              50,721             20.9  %

Total revenue                       111,149            100.0  %             110,236            100.0  %         292,276            100.0  %             242,318            100.0  %
Cost of revenue:
Products                             75,682             68.1  %              79,107             71.9  %         184,858             63.2  %             182,481             75.3  %

Services                             11,124             14.7  %               9,720              8.8  %          31,099             10.6  %              28,986             12.0  %

Total cost of revenue                86,806             78.0  %              88,827             80.6  %         215,957             73.9  %             211,467             87.3  %
Gross profit                         24,343             21.9  %              21,409             19.4  %          76,319             26.1  %              30,851             12.7  %
Operating expenses:
Research and development             14,377             12.9  %              15,436             14.0  %          45,419             15.5  %              44,871             18.5  %
Sales and marketing                  12,779             11.5  %              12,720             11.5  %          36,445             12.5  %              35,471             14.6  %
General and administrative           12,119             10.9  %              11,137             10.1  %          36,905             12.6  %              39,758             16.4  %
Impairment charges                        -              0.0  %                   -                -  %           9,116              3.1  %                   -                -  %
Separation expense                      683              0.6  %                  77              0.1  %           1,342              0.5  %                 238              0.1  %
Gain on sale of business                  -                -  %                   -                -  %               -                -  %                (292)               -  %
Total operating expenses             39,958             35.9  %              39,370             35.7  %         129,227             44.2  %             120,046             49.5  %
Loss from operations                (15,615)           (14.0) %             (17,961)           (16.3) %         (52,908)           (18.1) %             (89,195)           (36.8) %
Interest income (expense), net           (1)               -  %                  74              0.1  %              26                -  %                 760              0.3  %
Other income (expense), net             599              0.5  %                 543              0.5  %           4,170              1.4  %               2,837              1.3  %
Loss before income taxes            (15,017)           (13.5) %             (17,344)           (15.7) %         (48,712)           (16.7) %             (85,598)           (35.3) %
Provision for income taxes              181              0.2  %                 115              0.1  %             525              0.2  %                 443              0.2  %
Net loss                          $ (15,198)           (13.7) %       $     (17,459)           (15.8) %       $ (49,237)           (16.8) %       $     (86,041)           (35.5) %



Revenue

Our gross revenue consists primarily of sales of devices, prepaid and paid subscription service revenue and NRE service revenue from Verisure. We generally recognize revenue from product sales at the time the product is shipped and


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transfer of control from us to the customer occurs. Our first generation camera
products come with a prepaid service that provides users with rolling seven-day
cloud video storage, the ability to connect up to five cameras and 90 days of
customer support. Our second generation camera, doorbell and floodlight products
under our new business model come with a prepaid service that includes a
one-year free trial period of Arlo Secure bundled with our Arlo Ultra products
launched in early 2019, and a three-month free trial period of Arlo Secure
bundled with our products launched after September 2019. Upon device shipment,
we attribute a portion of the sales price to the prepaid service, deferring this
revenue at the outset and subsequently recognizing it ratably over the estimated
useful life of the device or free trial period, as applicable. Our paid
subscription services relate to sales of subscription plans to our registered
accounts. Our services also include certain development services provided to
Verisure and other customers under NRE arrangements. In the third quarter of
2021, we introduced Arlo Secure, our new service plan with coverage for
unlimited cameras and an enhanced Emergency Response solution. Arlo Secure
replaced Arlo Smart, our previous service plan. Existing Arlo Smart customers
are entitled to either retain their existing plans or upgrade to the new Arlo
Secure plan of their choosing.

Our revenue consists of gross revenue, less end-user customer rebates and other
channel sales incentives deemed to be a reduction of revenue per the
authoritative guidance for revenue recognition, 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.

Under the Supply Agreement that we entered into with Verisure in 2019 (the
"Supply Agreement"), Verisure became the exclusive distributor of our products
in Europe for all channels, and will non-exclusively distribute our products
through its direct channels globally for an initial term of five years. During
the five-year period commencing January 1, 2020, Verisure has an aggregate
product purchase commitment of $500.0 million. As of October 3, 2021, $114.9
million of the purchase commitment has been fulfilled. The Supply Agreement also
provides for certain NRE services to Verisure, including developing certain
custom products specified by Verisure in exchange for an aggregate of $13.5
million, payable in installments upon meeting certain development milestones. As
of October 3, 2021, Verisure has paid $11.8 million for these NRE services. For
the three and nine months ended October 3, 2021, the Company recognized service
revenue of $1.3 million and $4.8 million, respectively, for these NRE services.
For the three and nine months ended September 27, 2020, the Company recognized
service revenue of $2.3 million and $5.5 million, respectively, for these NRE
services.

We conduct business across three geographic regions: Americas, EMEA, and APAC.
We generally base revenue by geography on the ship-to location of the customer
for device sales and device location for service sales.
                                                Three Months Ended                                               Nine Months Ended
                             October 3,                                September 27,          October 3,                                September 27,
                                2021               % Change                 2020                 2021               % Change                 2020
                                                                      (In

thousands, except percentage data)



Americas                    $  74,511                   (1.8) %       $      75,861          $ 190,828                    7.8  %       $     177,030
Percentage of revenue            67.0  %                                       68.8  %            65.3  %                                       73.1  %

EMEA                           30,931                   10.4  %              28,010             80,623                   73.3  %              46,531
Percentage of revenue            27.8  %                                       25.4  %            27.6  %                                       19.2  %

APAC                            5,707                  (10.3) %               6,365             20,825                   11.0  %              18,757
Percentage of revenue             5.1  %                                        5.8  %             7.1  %                                        7.7  %

Total revenue               $ 111,149                    0.8  %       $     110,236          $ 292,276                   20.6  %       $     242,318



Revenue for the three and nine months ended October 3, 2021 increased 0.8% and
20.6%, compared to the prior year periods, respectively, primarily due to higher
service revenue. Product revenue decreased by $7.1 million, or 7.8% for the
three months ended October 3, 2021 compared to the prior year period, primarily
driven by a decrease in product shipments in Americas and APAC, partially offset
by less provisions for sales returns, price protection and marketing
expenditures that are deemed to be a reduction of revenue. Product revenue
increased by $25.6 million, or 13.4% for the nine months ended October 3, 2021
compared to the prior year period, primarily driven by an increase in product
shipments in EMEA and less provisions for sales returns, price protection and
marketing expenditures that are deemed to be a reduction of revenue, partially
offset by decreased product shipments in Americas and APAC. Service revenue
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increased by $8.0 million, or 42.4% and $24.3 million, or 48.0% for the three
and nine months ended October 3, 2021 compared to the prior year periods,
respectively, primarily due to an increase in paid accounts.

Cost of Revenue



Cost of revenue consists of both product costs and costs of service. Product
costs primarily consist of: the cost of finished products from our third-party
manufacturers; overhead costs, including 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, royalties to
third parties; and amortization expense of certain acquired intangibles. Cost of
service consists of costs attributable to the provision and maintenance of our
cloud-based platform, including personnel, storage, security and computing, as
well as NRE service costs incurred under the Verisure and other NRE
arrangements.

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, fluctuation in foreign exchange rates and changes in our cost of
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 product conversion costs, charges for excess or obsolete inventory, and
amortization of acquired intangibles. 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.

The following table presents cost of revenue and gross margin for the periods
indicated:
                                               Three Months Ended                                                 Nine Months Ended
                           October 3,                                  September 27,          October 3,                                  September 27,
                              2021                % Change                 2020                  2021                % Change                 2020
                                                                      (In thousands, except percentage data)
Cost of revenue:
Products                  $   75,682                   (4.3) %       $       79,107          $  184,858                    1.3  %       $      182,481

Services                      11,124                   14.4  %                9,720              31,099                    7.3  %               28,986
Total cost of revenue     $   86,806                   (2.3) %       $       88,827          $  215,957                    2.1  %       $      211,467



Cost of product revenue decreased for the three months ended October 3, 2021
compared to the prior year period, primarily due to the decrease in product
revenue and excess and obsolete inventory provision, partially offset by an
increase in freight-in cost as a result of COVID-19 related supply chain
disruption. The decrease in excess and obsolete inventory provision is due to
more effective inventory management. Cost of product revenue increased for the
nine months ended October 3, 2021 compared to the prior year period, primarily
due to the increase in product revenue and freight-in cost as a result of
COVID-19 related supply chain disruption, partially offset by a decrease in
warranty cost and excess and obsolete inventory provision. The decrease in
warranty cost is a result of a lower scrap rate driven by increased refurbished
product sales, lower returns and fewer product transitions. The decrease in
excess and obsolete inventory provisions is due to fewer product transitions and
more effective inventory management. Cost of service revenue increased for the
three and nine months ended October 3, 2021 compared to the prior year periods,
in line with the respective service revenue growth.

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Gross Margin

The following table presents gross margin for the periods indicated:


                                                     Three Months Ended                                                    Nine Months Ended
                                October 3,                                       September 27,          October 3,                                September 27,
                                   2021                      % Change                 2020                 2021               % Change                 2020
                                           (In thousands, except percentage data)
Gross profit:
Products                     $      8,470                        (30.4) %       $      12,164          $  32,366                  255.0  %       $       9,116

Services                           15,873                         71.7  %               9,245             43,953                  102.2  %              21,735
Total gross profit           $     24,343                         13.7  %       $      21,409          $  76,319                  147.4  %       $      30,851
Gross profit percentage:
Products                             10.1   %                                            13.3  %            14.9  %                                        4.8  %

Services                             58.8   %                                            48.8  %            58.6  %                                       42.9  %
Total gross profit
percentage                           21.9   %                                            19.4  %            26.1  %                                       12.7  %



Gross margin increased for the three months ended October 3, 2021, compared to
the prior year period, primarily driven by the increased service margin, offset
by a decrease in product margin. The service margin increase is primarily due to
growth in paid service revenue and cost optimizations implemented. The product
margin decrease is primarily driven by higher freight-in costs as a result of
COVID-19 related supply chain disruption, and other overhead costs. Gross margin
increased for the nine months ended October 3, 2021 compared to the prior year
periods, due to a combination of both product and service margin increases. The
product margin increase is primarily due to decreased provisions for price
protection, sales returns and marketing expenditures that are deemed to be
reductions of revenue, decreased warranty costs and a lower excess and obsolete
inventory provision. The service margin increase is primarily due to an increase
in paid service revenue coupled with various cost optimizations implemented.

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 corporate IT and facilities overhead. We
recognize research and development expense as it is incurred. We have invested
in and expanded our research and development organization to enhance our ability
to introduce innovative products and services. 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. We expect research and development expense to stay relatively flat
in absolute dollars as we manage our expenses while continuing to develop new
product and service offerings.

The following table presents research and development expense for the periods
indicated:
                                                        Three Months Ended                                                  Nine Months Ended
                                    October 3,                                  September 27,           October 3,                                  September 27,
                                       2021                % Change                 2020                   2021                % Change                 2020
                                                                                (In thousands, except percentage data)
Research and development expense   $   14,377                   (6.9) %       $       15,436          $    45,419                    1.2  %       $       44,871



Research and development expense decreased for the three months ended October 3,
2021, compared to the prior year period, primarily due to a decrease of
$0.9 million in personnel-related expenses. Research and development expense
increased for the nine months ended October 3, 2021, compared to the prior year
period, primarily due to an increase of $2.2 million in personnel-related
expenses and an increase of $0.3 million in outside professional services,
partially offset by a decrease of $2.1 million in corporate IT and facility
overhead. Also, certain research and development expenses
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amounting to $0.7 million and $2.8 million, respectively, for the three and nine
months ended October 3, 2021, and $1.2 million and $3.1 million, respectively,
for the three and nine months ended September 27, 2020 were attributed to the
Verisure NRE arrangement, and are classified as cost of service revenue.

Sales and Marketing



Sales and marketing expense consists primarily of personnel expense for sales
and marketing staff; technical support expense; advertising; trade shows;
corporate communications and other marketing expense; product marketing expense;
IT and facilities overhead; outbound freight costs; and credit card processing
fees. We expect our sales and marketing expense to fluctuate for the foreseeable
future based on the seasonality of our business, the growth of our direct to
consumer store, and the extent to which we invest in marketing to drive
awareness of our brand and drive demand for our products.

The following table presents sales and marketing expense for the periods
indicated:
                                                      Three Months Ended                                                  Nine Months Ended
                                  October 3,                                  September 27,           October 3,                                  September 27,
                                     2021                % Change                 2020                   2021                % Change                 2020
                                                                              (In thousands, except percentage data)
Sales and marketing expense      $   12,779                    0.5  %       $       12,720          $    36,445                    2.7  %       $       35,471



Sales and marketing expense marginally increased for the three months ended
October 3, 2021, compared to the prior year period, primarily due to an increase
of $0.6 million in personnel-related expenses and an increase of $0.5 million in
credit card processing fees, partially offset by a decrease of $1.1 million in
outside professional services. Sales and marketing expense increased for the
nine months ended October 3, 2021, compared to the prior year period, primarily
due to an increase of $1.7 million in personnel-related expenses and an increase
of $1.1 million in credit card processing fees, partially offset by a decrease
of $1.1 million in outside professional services and a decrease of $0.9 million
in marketing expenditures.

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, corporate 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.

The following table presents general and administrative expense for the periods
indicated:
                                                           Three Months Ended                                                  Nine Months Ended
                                       October 3,                                  September 27,           October 3,                                  September 27,
                                          2021                % Change                 2020                   2021                % Change                 2020
                                                                                   (In thousands, except percentage data)
General and administrative expense    $   12,119                    8.8  %       $       11,137          $    36,905                   (7.2) %       $       39,758



General and administrative expense increased for the three months ended
October 3, 2021, compared to the prior year period, primarily due to an increase
of $1.0 million in legal and professional services. General and administrative
expense decreased for the nine months ended October 3, 2021, compared to the
prior year period, primarily due to a decrease of $2.1 million in
personnel-related expenditures partially brought about by the one-time charge
for stock-based compensation expense recognized in the first quarter of 2020
upon the voluntary forfeiture of our CEO's stock options in January 2020,
$0.8 million of Verisure transaction costs recognized in the first half of 2020,
and a decrease of $0.5 million in corporate IT and facility overhead, partially
offset by an increase of $0.8 million in legal and professional services.

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Impairment Charges

The following table presents impairment charges for the periods indicated:



                                                     Three Months Ended                                                 Nine Months Ended
                                   October 3,                               September 27,            October 3,                                 September 27,
                                      2021              % Change                2020                    2021                % Change                2020
                                                                             (In thousands, except percentage data)
Impairment charges                $       -                      **       $            -          $       9,116                      **       $            -



During the second quarter of 2021, we reviewed certain of our right-of-use
assets and other lease-related assets for impairment in conjunction with our
decision to sublease our office space in San Jose, California. As a result, we
recorded an impairment charge of $9.1 million, which includes $6.8 million
associated with the right-of-use asset and $2.3 million associated with the
leasehold improvements and furniture, fixtures and equipment included in the San
Jose office asset group. Refer to Note 4, Balance Sheet Components, for further
information about the impairment of the right-of-use asset and long-lived
assets.

Separation Expense

Separation expense consists primarily of costs of legal and professional services for IPO-related litigation associated with our separation from NETGEAR.

The following table presents separation expense for the periods indicated:


                                                       Three Months Ended                                                   Nine Months Ended
                                   October 3,                                  September 27,            October 3,                                   September 27,
                                      2021                % Change                 2020                    2021                 % Change                 2020
                                                                                (In thousands, except percentage data)
Separation expense                $      683                  787.0  %       $           77          $    1,342                     463.9  %       $          238



Gain on sale of business

The following table presents gain on sale of business for the periods indicated:
                                                   Three Months Ended                                                Nine Months Ended
                                 October 3,                               September 27,           October 3,                                 September 27,
                                    2021              % Change                2020                   2021                % Change                2020
                                                                           (In thousands, except percentage data)
Gain on sale of business        $       -                      **       $            -          $       (292)                     **       $            -

**Percentage change not meaningful



In the fourth quarter of 2019, we sold our commercial operations in Europe which
resulted in a gain on sale of business. In the first quarter of 2020, we
recognized an additional gain of $292 thousand as a result of the final working
capital adjustment.

Interest Income and Other Income (Expense), Net



The following table presents other income (expense), net for the periods
indicated:
                                                        Three Months Ended                                                   Nine Months Ended
                                    October 3,                                  September 27,            October 3,                                  September 27,
                                       2021                 % Change                 2020                   2021                 % Change                 2020
                                                                                (In thousands, except percentage data)
Interest income (expense), net            (1)                        **                74                      26                         **               760
Other income (expense), net              599                         **               543                   4,170                         **             2,837

**Percentage change not meaningful.


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Our interest income was primarily earned from our short-term investments and
cash and cash equivalents. We expect our interest income in absolute dollars to
decrease as we deploy our short-term investments and cash and cash equivalents
to fund our operations, while interest rates have also declined.

Interest income decreased for the three and nine months ended October 3, 2021,
compared to the prior year periods, primarily due to the decrease in our
short-term investments and cash and cash equivalents as we funded our operations
and a decline in interest rates.

Other income (expense), net primarily represents gains and losses on
transactions denominated in foreign currencies, foreign currency contract gain
(loss), net, and other miscellaneous income and expense. We have also included
reimbursements for the Verisure Transition Service Agreement ("TSA") in Other
income.

Other income (expense), net stayed relatively flat for the three months ended
October 3, 2021 compared to the prior year period. Other income (expense), net,
increased for the nine months ended October 3, 2021, compared to the prior year
period, primarily due to the Employee Retention Credit ("ERC") under the
Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") for
qualified wages amounting to $1.8 million, which was recognized as Other income
in the second quarter of 2021, partially offset by decreases in Verisure TSA
related income. The CARES Act was signed into law on March 27, 2020 in response
to the COVID-19 pandemic. The ERC, as one of the provisions that provide
economic relief for individuals and businesses under the CARES Act, is a
refundable payroll tax credit that encouraged businesses to keep employees on
the payroll during the COVID-19 pandemic.

Provision for Income Taxes


                                                      Three Months Ended                                                 Nine Months Ended
                                  October 3,                                    September 27,         October 3,                                September 27,
                                     2021                   % Change                2020                 2021               % Change                2020
                                                                            (In thousands, except percentage data)
Provision for income taxes       $    181                        57.4  %       $        115          $    525                    18.5  %       $        443
Effective tax rate                   (1.2)  %                                          (0.7) %           (1.1)  %                                      (0.5) %



The Company's provision for income taxes was primarily attributable to income
taxes on foreign earnings. The increase in provision for income taxes for the
three and nine months ended October 3, 2021, compared to the prior year periods,
was primarily due to higher foreign earnings in fiscal 2021. Losses incurred
predominantly in the U.S. continue to be subject to a full valuation allowance.

Liquidity and Capital Resources



We have a history of losses and may continue to incur operating and net losses
for the foreseeable future. As of October 3, 2021, our accumulated deficit was
$282.0 million.

Our principal sources of liquidity are cash, cash equivalents and short-term
investments. Short-term investments are marketable government securities with an
original maturity or a remaining maturity at the time of purchase of greater
than three months and no more than 12 months. The marketable securities are held
in our company's name with a high quality financial institution, which acts as
our custodian and investment manager. As of October 3, 2021, we had cash, cash
equivalents and short-term investments totaling $166.1 million. 9.1% of our cash
and cash equivalents were held outside of the U.S. Starting in 2018, the Tax
Cuts and Jobs Act of 2017 (the "Tax Act") impact on the repatriation of foreign
earnings is generally immaterial. The cash and cash equivalents balance outside
of the U.S. is subject to fluctuation based on the settlement of intercompany
balances. In November 2019, we entered into a business financing agreement with
Western Alliance Bank providing for a credit facility to up to $40.0 million and
as of October 3, 2021, we have not borrowed against this credit facility. Refer
to Note 8. Debt in the Notes to Unaudited Condensed Consolidated Financial
Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q for further
details on such business financing agreement. On October 27, 2021, the Company
terminated the credit facility that was reaching maturity with Western Alliance
Bank. On
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the same day, the Company entered into a Loan and Security Agreement with Bank
of America, N.A. for a $40 million three-year revolving credit facility. Refer
to Note 14. Subsequent Event for further information about the terms and
structure of the credit facility.

Based on our current plans, business financing agreement with Bank of America,
N.A, and market conditions, we believe that such sources of liquidity will be
sufficient to satisfy our anticipated cash requirements for at least the next 12
months. However, in the future, including sooner than may be anticipated, we may
require or desire additional funds to support our operating expenses and capital
requirements or for other purposes, such as acquisitions, and may seek to raise
such additional funds through public or private equity or debt financings or
collaborative agreements or from other sources. However, the COVID-19 pandemic
continues to rapidly evolve and has already resulted in a significant disruption
of global financial markets. If the disruption persists and deepens, we could
experience an inability to access additional capital, which could in the future
negatively affect our capacity to support our operating expenses and capital
requirements or for other purposes, such as acquisitions.

We have no commitments to obtain such additional financing and cannot assure you
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 will depend on numerous
factors, including the introduction of new products, the growth in our service
revenue, as well as the ability to increase our gross margin dollars and
continue to maintain controls over our operating expenditures.

Cash Flow

The following table presents our cash flows for the periods presented:


                                                               Nine Months Ended
                                                         October 3,      September 27,
                                                            2021              2020
                                                                 (In thousands)

  Net cash used in operating activities                 $  (32,656)     $      (59,317)
  Net cash provided by (used in) investing activities       18,062              (2,155)
  Net cash used in financing activities                     (5,535)             (1,581)
  Net cash decrease                                     $  (20,129)     $      (63,053)



Operating activities

Net cash used in operating activities decreased by $26.7 million for the nine
months ended October 3, 2021 compared to the prior year period. This decrease
comprised a $39.7 million reduction in adjusted net loss reconciled to net cash
used in operating activities, offset by an increase in working capital used in
operations of $13.1 million, mainly driven by an increase in accounts
receivable, partially offset by a reduction in inventories, and decreased
accounts payable. The increased accounts receivable balance was mainly driven by
product shipments being back-end loaded in the quarter as a result of the supply
constraints brought about by COVID-19.

Our days sales outstanding ("DSO") decreased to 62 days as of October 3, 2021
compared to 64 days as of December 31, 2020, primarily as a result of in-quarter
collections from our customers that were on seasonal dating terms and unpaid in
the fourth quarter of 2020, as well as a change in customer mix and an increase
in service revenue. Typically, our DSO in the fourth quarter is higher due to
seasonal payment terms provided to our larger customers. Inventory decreased to
$39.8 million as of October 3, 2021 from $64.7 million as of December 31, 2020,
mainly driven by the elongated lead time in production due to component
shortages and supply chain disruptions, both of which were brought about by
COVID-19-related issues. Our ending inventory turns were 7.6x in the three
months ended October 3, 2021 up from 5.0x turns in the three months ended
December 31, 2020, primarily as a result of a lower inventory balance as
previously discussed. Our accounts payable marginally decreased to $61.7 million
as of October 3, 2021 from $62.2 million as of December 31, 2020.
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Investing activities



Net cash provided by investing activities increased by $20.2 million for the
nine months ended October 3, 2021 compared to the prior year period, primarily
due to maturity of our of short-term investments.

Financing activities

Net cash used in financing activities was $5.5 million for the nine months ended October 3, 2021, representing tax withholdings from restricted stock unit releases of $12.9 million, offset by proceeds from ESPP contributions and exercises of stock options of $7.4 million. Net cash used in financing activities was $1.6 million for the nine months ended September 27, 2020, representing tax withholdings from restricted stock unit releases of $4.6 million, offset by proceeds from ESPP contributions of $3.1 million.

Contractual Obligations



Our principal commitments consist of obligations under operating leases for
office space, equipment, data center facilities and distribution center
facilities, as well as non-cancellable purchase commitments. Refer to Note 9.
Commitments and Contingencies, in Notes to Unaudited Condensed Consolidated
Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q
for a complete discussion of our contractual obligations.

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, 2020. There have been no material changes to our
critical accounting policies and estimates during the nine months ended
October 3, 2021, 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 on Form 10-Q,

Recent Accounting Pronouncements



For a complete description of recent accounting pronouncements, including the
expected dates of adoption and estimated effects on financial condition and
results of operations, refer to Note 2, Summary of Significant Accounting
Policies and Recent Accounting Pronouncements, in Notes to Unaudited Condensed
Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report
on Form 10-Q.

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