The information contained in this section has been derived from our consolidated
financial statements and should be read together with our consolidated financial
statements and related notes included elsewhere in this Quarterly Report on Form
10-Q. This Quarterly Report on Form 10-Q contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"), and are subject to the "safe harbor" created by those sections.
In particular, statements contained in this Quarterly Report on Form 10-Q that
are not historical facts, including, but not limited to statements concerning
new product sales, product development and offerings, ability to address
consumer needs, the expansion of our addressable market, factors for
differentiation of our products, product integration plans, our consumer robots,
our competition, our strategy, our market position, market acceptance of our
products, seasonal factors, revenue recognition, our profits, growth of our
revenues, composition of our revenues, our cost of revenues, units shipped,
average selling prices, the impact of promotional activity and tariffs,
operating expenses, selling and marketing expenses, general and administrative
expenses, research and development expenses, and compensation costs, our
projected income tax rate, our credit and letter of credit facilities, our
valuations of investments, valuation and composition of our stock-based awards,
efforts to mitigate supply chain challenges, availability of semiconductor
chips, and liquidity, constitute forward-looking statements and are made under
these safe harbor provisions. Some of the forward-looking statements can be
identified by the use of forward-looking terms such as "believes," "expects,"
"may," "will," "should," "could," "seek," "intends," "plans," "estimates,"
"anticipates," or other comparable terms and negative forms of such terms.
Forward-looking statements involve inherent risks and uncertainties, which could
cause actual results to differ materially from those in the forward-looking
statements. We urge you to consider the risks and uncertainties discussed in
greater detail under the heading "Risk Factors" in this Quarterly Report on Form
10-Q and in Part 1, "Item 1A. Risk Factors" in our Annual Report on Form 10-K
for the year ended January 1, 2022 in evaluating our forward-looking statements.
We have no plans to update our forward-looking statements to reflect events or
circumstances after the date of this report. We caution readers not to place
undue reliance upon any such forward-looking statements, which speak only as of
the date made.

Overview

iRobot is a leading global consumer robot company that designs and builds robots
that empower people to do more. With over 30 years of artificial intelligence
("AI") and advanced robotics experience, we are focused on building thoughtful
robots and developing intelligent home innovations that help make life better
for millions of people around the world. iRobot's portfolio of home robots and
smart home devices features proprietary technologies for the connected home and
advanced concepts in cleaning, mapping and navigation, human-robot interaction
and physical solutions. Leveraging this portfolio, we plan to add new
capabilities and expand our offerings to help consumers make their homes easier
to maintain, more efficient, more secure and healthier places to live.

As of April 2, 2022, we had 1,415 full-time employees. Since our founding in
1990, we have developed the expertise necessary to design, build, sell and
support durable, high-performance and cost-effective robots through the close
integration of software, electronics and hardware. Our core technologies serve
as reusable building blocks that we adapt and expand to create next-generation
robotic platforms. We believe that this approach accelerates the time to market,
while also reducing the costs, time and other risks associated with product
development. These capabilities are amplified by our Genius Home Intelligence
("Genius") platform, which leverages our considerable expertise and ongoing
investment in AI, home understanding and machine vision technologies to provide
consumers with greater control over our products, simple integration with other
smart home devices, recommendations that further enhance the cleaning experience
and the ability to share and transfer home knowledge across multiple iRobot
robots. We believe that the capabilities within Genius will support our ability
to build out a larger ecosystem that encompasses a broader range of adjacent
robotic and smart home categories. We believe that our significant expertise in
robot design, engineering, and smart home technologies and targeted focus on
understanding and addressing consumer needs, positions us well to expand our
total addressable market and capitalize on the anticipated growth in a wider
range of robotic and smart home categories.

To continue expanding our business globally and increase our profitability in a
highly competitive marketplace, we have continued to make progress on each key
element of our strategy: innovate, get, keep and grow. In March 2022, iRobot
released Genius 4.0 Home Intelligence, which adds a number of new pragmatic,
convenient new experiences, makes Imprint Smart Mapping available for Roomba i3
and i3+ customers, and increases the range of objects that our Roomba j7 robot
can identify and avoid. In addition, we continued to expand our connected
customer base, focus on ways to keep customer use of our products and overall
satisfaction levels high, and advance key commercial activities aimed at
increasing existing customer revenue, especially through our direct-to-consumer
channel.

In March 2022, we were granted a temporary exclusion from Section 301 List 3
tariffs by the United States Trade Representative ("USTR"). This exclusion
eliminates the 25% tariff on Roomba products imported from China beginning on
October 12, 2021 and continuing until December 31, 2022. The tariff exclusion
entitles us to a refund of approximately $29.8 million in tariffs comprised of
$11.7 million in tariffs paid on Roomba robots imported after October 12, 2021
and sold during fiscal 2021, $5.9 million for tariffs paid during the first
quarter of 2022 and $12.2 million for on-hand inventory imported after October
12, 2021.
                                       17
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In addition to the ongoing impact of the COVID-19 pandemic, we anticipate
potential disruptions in the consumer marketplace, particularly in EMEA,
primarily driven by a combination of heightened inflation that threatens to curb
consumer spending and reduced consumer confidence stemming from the
Russia-Ukraine war. In March 2022, in response to the Russian invasion of
Ukraine, we halted all new sales of our products to Russia. Revenue from our
Russian distributor in 2021 was not material to our business.


Key Financial Metrics and Non-GAAP Financial Measures



In addition to the measures presented in our consolidated financial statements
in accordance with accounting principles generally accepted in the United States
of America ("GAAP"), we use the following key metrics, including non-GAAP
financial measures, to evaluate and analyze our core operating performance and
trends, and to develop short-term and long-term operational plans. The most
directly comparable financial measures to the following non-GAAP metrics
calculated under U.S. GAAP are gross profit and operating (loss) income. During
the three months ended April 2, 2022 and April 3, 2021, we had gross profit of
$107.5 million and $122.9 million, respectively, and operating (loss) income of
$(23.3) million and $6.4 million, respectively. A summary of key metrics for the
three months ended April 2, 2022, as compared to the three months ended April 3,
2021, is as follows:

                                                                                Three Months Ended
                                                                       April 2, 2022           April 3, 2021

(dollars in thousands, except average


                                                                              gross selling prices)
                                                                                   (unaudited)
Total Revenue                                                       $      291,969            $     303,261

Non-GAAP Gross Profit                                               $      100,588            $     123,531
Non-GAAP Gross Margin                                                         34.5    %                40.7  %

Non-GAAP Operating (Loss) Income                                    $      (18,516)           $      14,954
Non-GAAP Operating Margin                                                     (6.3)   %                 4.9  %

Total robot units shipped (in thousands)                                       974                    1,088
Average gross selling prices for robot units                        $          333            $         319


Our non-GAAP financial measures reflect adjustments based on the following
items. These non-GAAP financial measures should not be considered a substitute
for, or superior to, financial measures calculated in accordance with GAAP, and
the financial results calculated in accordance with GAAP and reconciliations
from these results, provided below, should be carefully evaluated.

Amortization of acquired intangible assets: Amortization of acquired intangible
assets consists of amortization of intangible assets including completed
technology, customer relationships, and reacquired distribution rights acquired
in connection with business combinations.

Net Merger, Acquisition and Divestiture (Income) Expense: Net merger,
acquisition and divestiture (income) expense primarily consists of transaction
fees, professional fees, and transition and integration costs directly
associated with mergers, acquisitions and divestitures. It also includes
business combination adjustments including adjustments after the measurement
period has ended.

Stock-Based Compensation: Stock-based compensation is a non-cash charge relating to stock-based awards.



Tariff Refunds: We were granted an exclusion from Section 301 List 3 in March
2022, which temporarily eliminates tariffs on our Roomba products imported from
China beginning on October 12, 2021 until December 31, 2022. This temporary
exclusion entitles us to a refund of all related tariffs previously paid since
October 12, 2021. We exclude the refunds for tariff costs expensed during fiscal
2021 from our fiscal 2022 non-GAAP measures because those tariff refunds
associated with tariff costs incurred in the past have no impact to our current
period earnings.

IP Litigation Expense, Net: IP litigation expense, net relates to legal costs
incurred to litigate patent, trademark, copyright and false advertising
infringements, or to oppose or defend against interparty actions related to
intellectual property. Any settlement payment or proceeds resulting from these
infringements are included or netted against the costs.

Restructuring and Other: Restructuring charges are related to one-time actions
associated with realigning resources, enhancing operational productivity and
efficiency, or improving our cost structure in support of our strategy. Such
actions are
                                       18
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not reflective of ongoing operations and include costs primarily associated with
severance costs, certain professional fees, costs associated with consolidation
of warehouses, and other non-recurring costs directly associated with resource
realignments tied to strategic initiatives or changes in business conditions.

Gain/Loss on Strategic Investments: Gain/loss on strategic investments includes fair value adjustments, realized gains and losses on the sales of these investments and losses on the impairment of these investments.



Income tax adjustments: Income tax adjustments include the tax effect of the
non-GAAP adjustments, calculated using the appropriate statutory tax rate for
each adjustment. We reassess the need for any valuation allowance recorded based
on the non-GAAP profitability and have eliminated the effect of the valuation
allowance recorded in the U.S. jurisdiction. We also exclude certain tax items,
including impact from stock-based compensation windfalls/shortfalls, that are
not reflective of income tax expense incurred as a result of current period
earnings.

We exclude these items from our non-GAAP measures to facilitate an evaluation of
our current operating performance and comparisons to our past operating
performance. These items may vary significantly in magnitude or timing and do
not necessarily reflect anticipated future operating activities. In addition, we
believe that providing these non-GAAP measures affords investors a view of our
operating results that may be more easily compared with our peer companies.
                                       19
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The following table reconciles gross profit, operating (loss) income, net (loss) income and net (loss) income per share on a GAAP and non-GAAP basis for the three months ended April 2, 2022 and April 3, 2021:



                                                                            Three Months Ended
                                                                   April 2, 2022          April 3, 2021
                                                                      (in thousands, except per share
                                                                                 amounts)

 GAAP Gross Profit                                                $    107,515           $     122,944
  Amortization of acquired intangible assets                               821                     225
  Stock-based compensation                                                 441                     362
  Tariff refunds                                                       (11,727)                      -
  Restructuring and other                                                3,538                       -
 Non-GAAP Gross Profit                                            $    100,588           $     123,531
 Non-GAAP Gross Margin                                                    34.5   %                40.7  %

 GAAP Operating (Loss) Income                                     $    

(23,287) $ 6,389


  Amortization of acquired intangible assets                             1,331                     430
  Stock-based compensation                                               7,208                   6,782
  Tariff refunds                                                       (11,727)                      -
  Net merger, acquisition and divestiture expense                          109                       -
  IP litigation expense, net                                             3,487                   1,140
  Restructuring and other                                                4,363                     213
 Non-GAAP Operating (Loss) Income                                 $    

(18,516) $ 14,954


 Non-GAAP Operating Margin                                                (6.3)  %                 4.9  %

 GAAP Net (Loss) Income                                           $    

(30,406) $ 7,443


  Amortization of acquired intangible assets                             1,331                     430
  Stock-based compensation                                               7,208                   6,782
  Tariff refunds                                                       (11,727)                      -
  Net merger, acquisition and divestiture expense                          109                       -
  IP litigation expense, net                                             3,487                   1,140
  Restructuring and other                                                4,363                     213
  Loss (gain) on strategic investments                                  16,835                     (38)
  Income tax effect                                                     (9,185)                 (4,051)
 Non-GAAP Net (Loss) Income                                       $    

(17,985) $ 11,919



 GAAP Net (Loss) Income Per Diluted Share                         $      

(1.12) $ 0.26


  Dilutive effect of non-GAAP adjustments                                 0.46                    0.15
 Non-GAAP Net (Loss) Income Per Diluted Share                     $      

(0.66) $ 0.41

Critical Accounting Policies and Estimates



Our consolidated financial statements are prepared in accordance with U.S. GAAP.
The preparation of these consolidated financial statements requires us to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue, expenses and related disclosures. Our estimates and
assumptions are based on historical experience and various other factors that we
believe are reasonable under the circumstances. Actual results and outcomes may
differ from our estimates and assumptions.

The critical accounting policies affected most significantly by estimates and
assumptions used in the preparation of our consolidated financial statements are
described in Item 7 of our Annual Report on Form 10-K for the fiscal year ended
January 1, 2022, filed with the Securities and Exchange Commission on February
15, 2022. On an ongoing basis, we evaluate the critical accounting policies used
to prepare our consolidated financial statements. There have been no material
changes in these critical accounting policies and estimates.


                                       20
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Overview of Results of Operations



The following table sets forth our results of operations as a percentage of
revenue:

                                                           Three Months Ended
                                                    April 2, 2022        April 3, 2021
    Revenue                                                 100.0  %           100.0  %
    Cost of revenue:
    Cost of product revenue                                  62.9               59.4
    Amortization of acquired intangible assets                0.3                0.1
    Total cost of revenue                                    63.2               59.5
    Gross profit                                             36.8               40.5
    Operating expenses:
    Research and development                                 14.6               13.8
    Selling and marketing                                    20.9               16.8
    General and administrative                                9.1                7.7
    Amortization of acquired intangible assets                0.2                0.1
    Total operating expenses                                 44.8               38.4
    Operating (loss) income                                  (8.0)               2.1
    Other expense, net                                       (5.7)                 -
    (Loss) income before income taxes                       (13.7)               2.1
    Income tax benefit                                       (3.3)              (0.4)
    Net (loss) income                                       (10.4) %             2.5  %

Comparison of Three Months Ended April 2, 2022 and April 3, 2021



Revenue

                                               Three Months Ended
                                                                  Dollar        Percent
                         April 2, 2022       April 3, 2021        Change        Change
                                                (Dollars in thousands)
              Revenue   $      291,969      $      303,261      $ (11,292)       (3.7) %


Revenue for the three months ended April 2, 2022 decreased $11.3 million to
$292.0 million, or 3.7%, from $303.3 million for the three months ended April 3,
2021. Geographically, in the three months ended April 2, 2022, international
revenue decreased $49.7 million, or 26.4%, which primarily reflected a 43.5%
decrease in EMEA largely due to an exceptionally strong quarter in the EMEA
region a year ago. The decrease was slightly offset by a $9.9 million, or 24.5%
increase in Japan, while domestic revenue increased $38.4 million, or 33.5%,
compared to the three months ended April 3, 2021. The decrease in revenue was
also impacted by a 10.5% decrease in total robots shipped offset by a 4.4%
increase in gross average selling price for the three months ended April 2,
2022, compared to the three months ended April 3, 2021. Despite the decrease in
total revenue, our direct-to-consumer revenue growth of 16.8% to $40.8 million,
or 14.0% of total revenue, reflected continued expansion of this channel as we
invested in enhancing the online buying experience and upgrading our digital
marketing capabilities.

Cost of Product Revenue
                                                         Three Months Ended
                                                                            Dollar       Percent
                                    April 2, 2022       April 3, 2021       Change       Change
                                                       (Dollars in thousands)
      Cost of product revenue      $     183,633       $     180,092       $ 3,541         2.0  %
      As a percentage of revenue            62.9  %             59.4  %


                                       21
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Cost of product revenue increased to $183.6 million in the three months ended
April 2, 2022, compared to $180.1 million in the three months ended April 3,
2021. The increase in cost was driven by higher supply chain cost continuing
from the second half of fiscal 2021 and a one-time action associated with the
consolidation of warehouses in the U.S. These increases in cost of product
revenue are mostly offset by lower product cost driven by a 3.7% decrease in
revenue and lower Section 301 tariff expense during the three months ended
April 2, 2022. In March 2022, we were granted a temporary exclusion from Section
301 List 3 tariffs which eliminates the 25% tariff on Roomba products imported
from China beginning on October 12, 2021 and continuing until December 31, 2022.
As a result of this exclusion, we recognized approximately $11.7 million as a
benefit to cost of product revenue related to tariffs expensed in fiscal 2021
during the three months ended April 2, 2022, compared to $3.4 million in tariff
expense during the three months ended April 3, 2021.

Gross Profit

                                                  Three Months Ended
                                                                     Dollar        Percent
                            April 2, 2022       April 3, 2021        Change        Change
                                                (Dollars in thousands)
            Gross profit   $     107,515       $     122,944       $ (15,429)      (12.5) %
            Gross margin            36.8  %             40.5  %


Gross margin decreased to 36.8% in the three months ended April 2, 2022,
compared to 40.5% in the three months ended April 3, 2021. Gross margin
decreased 3.7% driven by continuing supply chain headwinds with increases in
freight and material costs, along with price reductions and higher promotional
activities for certain products of varying magnitudes across regions. The
decrease is offset by lower warranty expense and tariff cost as we were granted
temporary exclusion from Section 301 List 3 which eliminates the 25% tariffs on
Roomba products imported from China as previously described. In addition, gross
margin was favorably impacted from $11.7 million recognized as a benefit from
tariff refunds during the three months ended April 2, 2022 related to tariffs
expensed in fiscal 2021. We expect gross margin pressure to continue over the
next few quarters, as we anticipate continued elevated costs associated with
increased raw materials, oceanic transport and air freight expenses as well as
higher component costs associated with limited semiconductor chip availability.

Research and Development

                                                        Three Months Ended
                                                                            Dollar      Percent
                                    April 2, 2022       April 3, 2021       Change      Change
                                                      (Dollars in thousands)

      Research and development     $      42,529       $      41,920       $  609         1.5  %
      As a percentage of revenue            14.6  %             13.8  %


Research and development expenses increased $0.6 million, or 1.5%, to $42.5
million (14.6% of revenue) in the three months ended April 2, 2022 from $41.9
million (13.8% of revenue) in the three months ended April 3, 2021. This
increase was primarily due to a $2.4 million increase in people-related costs
associated with additional headcount, offset by lower short-term incentive
compensation cost of $2.0 million.

Selling and Marketing

                                                        Three Months Ended
                                                                            Dollar       Percent
                                   April 2, 2022       April 3, 2021        Change       Change
                                                      (Dollars in thousands)
     Selling and marketing        $      61,065       $      50,990       $ 10,075        19.8  %
     As a percentage of revenue            20.9  %             16.8  %


Selling and marketing expenses increased $10.1 million, or 19.8%, to $61.1
million (20.9% of revenue) in the three months ended April 2, 2022 from $51.0
million (16.8% of revenue) in the three months ended April 3, 2021. This
increase was primarily attributable to higher marketing spend of $7.0 million
associated with increased use of working media to drive sales growth, $2.0
million increase in people-related costs associated with additional headcount as
well as $0.9 million higher technology related cost including cloud service and
maintenance and support fees as we continue to invest in our digital marketing
and e-commerce capabilities. These increases were offset by lower short-term
incentive compensation of $0.8 million.
                                       22
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General and Administrative

                                                         Three Months Ended
                                                                            Dollar       Percent
                                    April 2, 2022       April 3, 2021       Change       Change
                                                       (Dollars in thousands)

General and administrative $ 26,698 $ 23,440 $ 3,258 13.9 %


      As a percentage of revenue             9.1  %              7.7  %


General and administrative expenses increased $3.3 million, or 13.9%, to $26.7
million (9.1% of revenue) in the three months ended April 2, 2022 from $23.4
million (7.7% of revenue) in the three months ended April 3, 2021. This increase
was primarily due to a $1.6 million increase in legal fees driven by higher
intellectual property litigation costs and a $1.2 million increase in enterprise
software maintenance, support and services. In addition, during the three months
ended April 2, 2022, the allowance for credit loss decreased $0.5 million as
compared to a decrease of $2.1 million during the three months ended April 3,
2021. These increases were partially offset by lower vesting expectations
related to our performance-based stock-based compensation and lower short-term
incentive compensation cost of $1.9 million.

Amortization of Acquired Intangible Assets



                                                        Three Months Ended
                                                                           Dollar      Percent
                                     April 2, 2022      April 3, 2021      Change      Change
                                                      (Dollars in thousands)
       Cost of revenue              $        821       $        225       $  596       264.9  %
       Operating expense                     510                205          305       148.8  %
       Total amortization expense   $      1,331       $        430       $  901       209.5  %
       As a percentage of revenue            0.5  %             0.1  %


The increase in amortization of acquired intangible assets in the three months
ended April 2, 2022 as compared to the three months ended April 3, 2021, was
primarily related to the acquired intangible assets as part of the acquisition
of Aeris Cleantec AG in the fourth quarter of 2021.

Other Expense, Net

                                                         Three Months Ended
                                                                          Dollar         Percent
                                  April 2, 2022       April 3, 2021       Change          Change
                                                       (Dollars in thousands)
    Other expense, net           $     (16,746)      $       (160)      $ (16,586)      10,366.3  %
    As a percentage of revenue            (5.7) %               -  %


During the three months ended April 2, 2022, other expense, net primarily
consists of a realized loss of $16.8 million associated with the sale of
Matterport shares. Other expense, net includes interest income, interest
expense, foreign currency gains (losses) as well as gains (losses) from
strategic investments.

Income Tax Benefit

                                                        Three Months Ended
                                                                            Dollar       Percent
                                   April 2, 2022       April 3, 2021        Change       Change
                                                      (Dollars in thousands)
      Income tax benefit          $      (9,627)      $      (1,214)      $ (8,413)      693.0  %
      Effective income tax rate            24.0  %            (19.5) %


We recorded an income tax benefit of $9.6 million and $1.2 million for the three
months ended April 2, 2022 and April 3, 2021, respectively. The $9.6 million
income tax benefit for the three months ended April 2, 2022 resulted in an
effective income tax rate of 24.0%. The $1.2 million income tax benefit for the
three months ended April 3, 2021 resulted in an effective income tax rate of
(19.5)%. The change in effective tax rate was primarily driven by a discrete tax
item of excess stock-based
                                       23
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compensation windfalls recognized for the three months ended April 3, 2021 compared to stock-based compensation shortfalls recognized during the current period.



Our 24.0% effective rate of income tax for the three months ended April 2, 2022
was higher than the federal statutory tax rate of 21% primarily because of the
recognition of R&D credits and the benefit associated with Foreign-Derived
Intangible Income.

Liquidity and Capital Resources



At April 2, 2022, our principal sources of liquidity were cash and cash
equivalents totaling $112.0 million. Our working capital, which represents our
total current assets less total current liabilities, was $371.3 million as of
April 2, 2022, compared to $393.9 million as of January 1, 2022. Cash and cash
equivalents held by our foreign subsidiaries totaled $51.2 million as of
April 2, 2022. We expect the cash held overseas to be permanently reinvested
outside of the United States, and our U.S. operation to be funded through its
own operating cash flows, cash, and if necessary, through borrowing under our
working capital credit facility.

We manufacture and distribute our products through contract manufacturers and
third-party logistics providers. We
believe this approach gives us the advantages of relatively low capital
investment and significant flexibility in scheduling production and managing
inventory levels. By leasing our office facilities, we also minimize the cash
needed for expansion, and only invest periodically in leasehold improvements a
portion of which is often reimbursed by the landlords of these facilities.
Accordingly, our capital spending is generally limited to machinery and tooling,
leasehold improvements, business applications software and computer and
equipment. During the three months ended April 2, 2022 and April 3, 2021, we
spent $3.1 million and $11.3 million, respectively, on capital expenditures.

Our strategy for delivering consumer products to our distributors and retail
customers gives us the flexibility to provide container shipments directly from
our contract manufacturers in Southern China and Malaysia to our customers and,
alternatively, allows our distributors and certain retail customers to take
possession of product on a domestic basis. Accordingly, our inventory consists
of goods shipped to our third-party logistics providers for the fulfillment of
distributor, retail and direct-to-consumer sales. Our contract manufacturers are
also responsible for purchasing and stocking components required for the
production of our products, and they typically invoice us when the finished
goods are shipped.

Cash used in operating activities



Net cash used in operating activities for the three months ended April 2, 2022
was $102.3 million, of which the principal components were the cash outflow of
$93.2 million from change in working capital and our net loss of $30.4 million,
partially offset by non-cash charges of $21.3 million. The change in working
capital was driven by decreases in accounts payable and accrued liabilities of
$119.0 million. This was partially offset by a decrease in accounts receivable
of $54.3 million.

Cash provided by investing activities



Net cash provided by investing activities for the three months ended April 2,
2022 was $12.6 million. During the three months ended April 2, 2022, we received
$16.2 million from the sales and maturities of our investments while we paid
$0.5 million for the purchases of investments. We invested $3.1 million in the
purchase of property and equipment, including machinery and tooling for new
products.

Cash used in financing activities



Net cash used in financing activities for the three months ended April 2, 2022
was $0.7 million. During the three months ended April 2, 2022, we received $0.8
million from employee stock plans and paid $1.5 million upon vesting of
restricted stock where 25,213 shares were retained by us to cover employee tax
withholdings.

Working Capital Facilities

Credit Facility

We currently have a $150 million unsecured revolving line of credit which
expires in June 2023. As of April 2, 2022, we had no outstanding borrowings
under our revolving credit facility. The revolving line of credit is available
to fund working capital and other corporate purposes. The interest on loans
under our credit facility accrues, at our election, at either (1) LIBOR plus a
margin, currently equal to 1.0%, based on our ratio of indebtedness to Adjusted
EBITDA (the "Eurodollar Rate"), or (2) the lender's base rate. The lender's base
rate is equal to the highest of (1) the federal funds rate plus 0.5%, (2) the
lender's prime rate and (3) the Eurodollar Rate plus 1.0%. In the event USD
LIBOR is discontinued as expected in June 2023, we expect the interest rates for
our debt following such event will be based on either alternate base rates or
agreed upon replacement rates. While we do not expect a LIBOR discontinuation
would affect our ability to borrow or maintain already outstanding borrowings,
it could result in higher interest rates.
                                       24
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The credit facility contains customary terms and conditions for credit
facilities of this type, including restrictions on our ability to incur or
guarantee additional indebtedness, create liens, enter into transactions with
affiliates, make loans or investments, sell assets, pay dividends or make
distributions on, or repurchase, our stock, and consolidate or merge with other
entities. In addition, we are required to meet certain financial covenants
customary with this type of agreement, including maintaining a maximum ratio of
indebtedness to Adjusted EBITDA and a minimum specified interest coverage ratio.

The credit facility contains customary events of default, including for payment
defaults, breaches of representations, breaches of affirmative or negative
covenants, cross defaults to other material indebtedness, bankruptcy and failure
to discharge certain judgments. If a default occurs and is not cured within any
applicable cure period or is not waived, our obligations under the credit
facility may be accelerated. On May 4, 2022, we entered into a Second Amendment
to the Amended and Restated Credit Agreement (the "Credit Agreement") with Bank
of America N.A. (the "Amendment") with an effective date of March 31, 2022. The
Amendment waives the quarterly tested leverage and interest coverage covenants
in the Credit Agreement for the first, second and third quarters of 2022. The
interest coverage ratio calculation for the fourth quarter of 2022 was changed
to a trailing nine months. Additionally, a new liquidity covenant was added for
the remainder of 2022. The Amendment also increases the borrowing rate under the
Credit Agreement for 2022 to LIBOR plus 1.5%. With this Amendment, as of April
2, 2022, we are in compliance with the covenants under the Credit Agreement.

Lines of Credit



We have an unsecured letter of credit facility with Bank of America, N.A.,
available to fund letters of credit up to an aggregate outstanding amount of
$5.0 million. As of April 2, 2022, we had letters of credit outstanding of
$0.4 million under our letter of credit facility and other lines of credit with
Bank of America, N.A.

We have an unsecured guarantee line of credit with Mizuho, Bank Ltd., available
to fund import tax payments up to an aggregate outstanding amount of
250.0 million Japanese Yen. As of April 2, 2022, we had no outstanding balance
under the guarantee line of credit.

Working Capital and Capital Expenditure Needs



We currently have no material cash commitments, except for normal recurring
trade payables, expense accruals, capital expenditures and operating leases, all
of which we anticipate funding through existing cash and cash equivalents as
well as through our credit facility. We believe our outsourced approach to
manufacturing provides us with flexibility in both managing inventory levels and
financing our inventory. We believe our existing cash and cash equivalents,
short-term investments, and funds available through our credit facility will be
sufficient to meet our working capital and capital expenditure needs over at
least the next twelve months. In the event our revenue plan does not meet our
expectations, we may eliminate or curtail expenditures to mitigate the impact on
our working capital. Our future capital requirements will depend on many
factors, including our rate of revenue growth or decline, the expansion or
contraction of our marketing and sales activities, the timing and extent of
spending to support product development efforts, the timing of introductions of
new products and enhancements to existing products, the acquisition of new
capabilities or technologies, the continuing market acceptance of our products
and services, the overall macro economic conditions due to heightened inflation
and reduced consumer confidence stemming from the Russia-Ukraine war and the
ongoing impact of the COVID-19 pandemic on our business. Moreover, to the extent
existing cash and cash equivalents, short-term investments, cash from
operations, and cash from short-term borrowing are insufficient to fund our
future activities, we may need to raise additional funds through public or
private equity or debt financing. As part of our business strategy, we may
consider additional acquisitions of companies, technologies and products, which
could also require us to seek additional equity or debt financing. Additional
funds may not be available on terms favorable to us or at all.

Contractual Obligations



The disclosure of our contractual obligations and commitments is set forth under
the heading "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Contractual Obligations" in our Annual Report on Form
10-K for the year ended January 1, 2022. Our principal commitments generally
consist of obligations under our credit facility, leases for office space,
inventory related purchase obligations, and minimum contractual obligations.
Other obligations consist primarily of subscription services. There have been no
material changes in our contractual obligations and commitments since January 1,
2022.

At April 2, 2022, we had outstanding purchase orders aggregating approximately
$327.4 million. The purchase orders, the majority of which are with our contract
manufacturers for the purchase of inventory in the normal course of business,
are for manufacturing and non-manufacturing related goods and services, and are
cancellable without penalty.

Recently Adopted Accounting Pronouncements

See Note 2 to the Consolidated Financial Statements for a discussion of recently adopted accounting pronouncements.

Recently Issued Accounting Pronouncements

See Note 2 to the Consolidated Financial Statements for a discussion of recently issued accounting pronouncements.


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