UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2018
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 001-38211
Roku, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
| 26-2087865 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
150 Winchester Circle
Los Gatos, California 95032
(Address of principal executive offices including zip code)
Registrant's telephone number, including area code: (408) 556-9040
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
| ☐ |
| Accelerated filer |
| ☐ |
|
|
|
| |||
Non-accelerated filer |
| ☒ (Do not check if a smaller reporting company) |
| Smaller reporting company |
| ☐ |
|
|
|
|
|
|
|
Emerging growth company |
| ☒ |
|
|
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of July 31, 2018, the registrant had 68,400,971 of Class A common stock, $0.0001 par value per share, and 37,677,499 shares of Class B common stock, $0.0001 par value per share, outstanding.
Table of Contents
|
|
| Page |
PART I. | FINANCIAL INFORMATION |
| 1 |
Item 1. | Financial Statements (Unaudited) |
| 1 |
| Condensed Consolidated Balance Sheets |
| 1 |
| Condensed Consolidated Statements of Operations |
| 2 |
| Condensed Consolidated Statements of Stockholders' Equity |
| 3 |
| Condensed Consolidated Statements of Cash Flows |
| 4 |
| Notes to Unaudited Condensed Consolidated Financial Statements |
| 5 |
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations |
| 22 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
| 32 |
Item 4. | Controls and Procedures |
| 32 |
PART II. | OTHER INFORMATION |
| 33 |
Item 1. | Legal Proceedings |
| 33 |
Item 1A. | Risk Factors |
| 33 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
| 58 |
Item 3. | Defaults Upon Senior Securities |
| 58 |
Item 4. | Mine Safety Disclosures |
| 58 |
Item 5. | Other Information |
| 58 |
Item 6. | Exhibits |
| 59 |
Signatures |
| 60 | |
i