|
|
|
Allowance for Doubtful Accounts:
| | $ | | | | $ | | |
| Provision for doubtful accounts | | | | | | | | |
| Adjustments for write-off | () | | | () | | | () | |
| Ending balance | $ | | | | $ | | | | $ | | |
Customers J and B accounted for % and % of the Company’s accounts receivable, net balance as of December 31, 2024. The Company did not have any customer that individually accounted for more than 10% of its accounts receivable, net balance as of December 31, 2023.
recognize any impairment for goodwill in any of the periods reported. The Company recorded an impairment charge related to abandoned technology assets of $ million for the year ended December 31, 2022. There were during the years ended December 31, 2024 and December 31, 2023. See Note 17 for additional details.
During the year ended December 31, 2024, the Company recognized an impairment charge of $ million for operating lease right-of-use assets and an impairment charge of $ million for property and equipment related to a decision to cease the use of certain office facilities and related property and equipment. During the year ended December 31, 2023, the Company recognized an impairment charge of $ million for operating lease right-of-use assets and an impairment charge of $ million for property and equipment related to a decision to sub-lease and cease the use of certain office facilities and related property and equipment. There were impairments of property and equipment or operating lease right-of-use assets during the year ended December 31, 2022. See Note 17 for additional details.
recognize any impairment of content assets during the years ended December 31, 2024 and December 31, 2022. During the year ended December 31, 2023, the Company recognized impairment charges of $ million related to restructuring. See Note 17 for additional details.
million and $ million for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024 and 2023, the ending inventory reserve was $ million and $ million, respectively. In addition, the Company records a liability for expected losses on firm, noncancelable, and unconditional purchase commitments with contract manufacturers and suppliers. The Company recorded losses on purchase commitments, recorded in Cost of revenue, Devices, of $ million and $ million during the years ended December 31, 2024 and 2023, respectively. The associated liabilities related to the anticipated losses on firm purchase commitments were immaterial as of December 31, 2024 and 2023.
months and . Leasehold improvements are amortized over the shorter of the lease term or their estimated useful lives, which range from one to years.
million, $ million, and $ million for the years ended December 31, 2024, 2023, and 2022, respectively.
3.
reportable segments discussed in Note 16. | | $ | | | | $ | | | | Contract assets (included in Prepaid expenses and other current assets) | | | | | | | | |
| Deferred revenue: | | | | | |
|
|
| Deferred revenue, current portion | | | | | | | | |
|
|
|
| Unrecognized tax benefits balance at end of year | $ | | | | $ | | |
As of December 31, 2024, $ million of the Company's gross unrecognized tax benefits, if recognized, would affect the effective tax rate and $ million would result in an adjustment to deferred tax assets with corresponding adjustments to the valuation allowance. The Company does not expect its gross unrecognized tax benefits to change significantly within the next 12 months.
The Company recognizes interest and penalties related to unrecognized tax benefits as a component of its income tax expense. The Company recorded $ million and $ million of accrued interest and penalties related to uncertain tax positions as of December 31, 2024 and December 31, 2023, respectively.
The Company files income tax returns in the U.S. federal jurisdiction, various state jurisdictions, and certain foreign jurisdictions. All tax years remain subject to examination by federal and state authorities. These audits include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with federal, state, and local tax laws.
14.
Company contributions were made for the years ended December 31, 2024, 2023, and 2022.The Company has defined contribution plans for employees in certain of its international locations. The Company contributed $ million, $ million, and $ million to these plans for the years ended December 31, 2024, 2023, and 2022, respectively.
15.
) | | $ | () | | | $ | () | | | Denominator: | | | | | |
| Weighted-average common shares outstanding — basic and diluted | | | | | |
| Net loss per share — basic and diluted | $ | () | | | $ | () | | | $ | () | |
Common stock equivalents excluded from the calculation of diluted net loss per share because of their anti-dilutive effect were million, million and million units of equity awards to purchase common stock granted under the Company’s equity plans for the years ended December 31, 2024, 2023, and 2022, respectively.
16.
reportable segments are as follows: Platform
Platform revenue is generated from the sale of digital advertising (including direct and programmatic video advertising, ads integrated into our UI, and related services), as well as streaming services distribution (including subscription and transaction revenue shares, the sale of Premium Subscriptions, and the sale of branded app buttons on remote controls).
Devices
Devices revenue is generated from the sale of streaming players, Roku-branded TVs, smart home products and services, audio products, and related accessories.
% | | * | | Customer J | | % | | * | | * |
| | | | | |
| Devices segment revenue | | | | | |
| Customer A | | % | | | % | | * |
| Customer B | | % | | | % | | | % |
| Customer C | | % | | | % | | | % |
| Customer K | | % | | * | | * |
* Less than 10%
Revenue in international markets was less than 10% in each of the periods presented.
Long-lived assets, net
| | $ | | | | United Kingdom | | | | | |
| Other countries | | | | | |
| Total | $ | | | | $ | | |
17.
) | | $ | | | | $ | | | | $ | () | | | Cost of revenue, devices | | | | | | | | | | | |
| Research and development | | | | | | | () | | | () | |
| Sales and marketing | | | | | | | | | | | |
| General and administrative | () | | | | | | | | | | |
| $ | | | | $ | | | | $ | | | | $ | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2023 |
| Employee Terminations | | Facilities Exit Costs | | Asset Impairment Charges | | Total |
| Cost of revenue, platform | $ | | | | $ | | | | $ | | | | $ | | |
| Cost of revenue, devices | | | | | | | | | | | |
| Research and development | | | | | | | | | | | |
| Sales and marketing | | | | | | | | | | | |
| General and administrative | | | | | | | | | | | |
| Total restructuring charges | $ | | | | $ | | | | $ | | | | $ | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2022 |
| Employee Terminations | | Facilities Exit Costs | | Assets Impairment Charges | | Total |
| Cost of revenue, platform | $ | | | | $ | | | | $ | | | | $ | | |
| Cost of revenue, devices | | | | | | | | | | | |
| Research and development | | | | | | | | | | | |
| Sales and marketing | | | | | | | | | | | |
| General and administrative | | | | | | | | | | | |
| Total restructuring charges | $ | | | | $ | | | | $ | | | | $ | | |
The asset impairment charges for the year ended December 31, 2024 include $ million of operating lease right-of-use assets impairment and $ million of property and equipment impairment, offset by $ million of adjustments to other long-term liabilities and assets. The asset impairment charge for the year ended December 31, 2023 include $ million of operating lease right-of-use assets impairment, $ million of property and equipment impairment, and $ million of content assets impairment. The asset impairment charge for the year ended December 31, 2022 includes a $ million impairment charge related to abandoned technology assets.
| | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | Add: Restructuring charges incurred | | | | | | | | | | | | | | | | | |
Less: Payments made | () | | | () | | | () | | | () | | | () | | | () | |
| Ending balance | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) prior to the filing of this Annual Report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this Annual Report, our disclosure controls and procedures were, in design and operation, effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework set forth in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework set forth in Internal Control — Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2024.
The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in its report which is included herein.
Inherent Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Our disclosure controls and procedures and our internal controls over financial reporting have been designed to provide reasonable assurance of achieving their objectives. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Roku, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Roku, Inc. and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 14, 2025, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
San Jose, California
February 14, 2025
Item 9B. Other Information
Insider Trading Arrangements
or a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. | | | | | | | | | | | | | | | | | | | | |
| Name | Action | Adoption/Termination Date | Trading Arrangement | Total Shares of Class A Common Stock to be Sold | Expiration Date |
| Rule 10b5-1* | Non-Rule 10b5-1** |
*** () | | | X | | | | |
() | | | X | | | | |
() | | | X | | | | |
() | | | X | | | | |
___________________
* Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
** “Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act.
*** Trading arrangement adopted by the Wood Revocable Trust, of which Mr. Wood and his spouse are co-trustees.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item is incorporated by reference to the information contained in the sections “Voting and Meeting Information,” “Board of Directors and Corporate Governance,” “Executive Officer Biographies,” and “Other Matters” in our definitive Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our year ended December 31, 2024 (our “Proxy Statement”).
We have policies and procedures that govern the purchase, sale, and other dispositions of our securities by us and our directors, officers, employees, and certain contingent workers. We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and applicable listing standards. Our policies and procedures are filed as Exhibit 19.1 to this Annual Report.
Item 11. Executive Compensation
The information required by this item is incorporated by reference to the information contained in the sections “Compensation Discussion and Analysis” and “Executive Compensation” in our Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated by reference to the information contained in the sections “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in our Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated by reference to the information contained in the sections “Certain Relationships and Related Transactions” and “Director Independence” in our Proxy Statement.
Item 14. Principal Accounting Fees and Services
The information required by this item is incorporated by reference to the information contained in the section “Ratification of Selection of Independent Registered Public Accounting Firm” in our Proxy Statement.
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)(1) Financial Statements
See Index to Financial Statements in Item 8 of this Annual Report.
(a)(2) Financial Statement Schedule
All financial statement schedules have been omitted as the information is not required under the related instructions or is not applicable or because the information required is already included in the financial statements or the notes to those financial statements.
(a)(3) Exhibits
The documents set forth below are filed herewith or incorporated herein by reference to the location indicated.
| | | | | | | | | | | | | | | | | | | | |
| | | Incorporated by Reference | |
| Number | Exhibit Title | Form | File No. | Exhibit | Filing Date | Filed Herewith |
| 3.1 | | 8-K | 001-38211 | 3.1 | 10/3/2017 | |
| 3.2 | | S-1/A | 333-220318 | 3.4 | 9/18/2017 | |
| 4.1 | | | | | | |
| 4.2 | | S-1/A | 333-220318 | 4.1 | 9/18/2017 | |
| 4.3 | | 10-K | 001-38211 | 4.3 | 3/2/2020 | |
| 10.1 + | | S-1 | 333-220318 | 10.3 | 9/1/2017 | |
| 10.2 + | | S-1 | 333-220318 | 10.4 | 9/1/2017 | |
| 10.3 + | | 8-K | 001-38211 | 10.1 | 6/7/2024 | |
| 10.4 + | | | | | | X |
| 10.5 + | | | | | | X |
| 10.6 + | | 8-K | 001-38211 | 10.1 | 9/26/2024 | |
| 10.7 + | | S-1/A | 333-220318 | 10.8 | 9/18/2017 | |
| 10.8 + | | S-1/A | 333-220318 | 10.9 | 9/18/2017 | |
| 10.9 + | | 10-K | 001-38211 | 10.18 | 3/2/2020 | |
| 10.10 + | | 10-K | 001-38211 | 10.18 | 2/16/2023 | |
| 10.11 + | | 10-Q | 001-38211 | 10.1 | 7/28/2023 | |
| 10.12 + | | 8-K | 001-38211 | 10.1 | 8/11/2023 | |
10.13 + | | 10-Q | 001-38211 | 10.2 | 8/2/2024 | |
10.14 + | | 10-Q | 001-38211 | 10.1 | 11/2/2023 | |
10.15 + | | 10-Q | 001-38211 | 10.26 | 8/10/2018 | |
10.16 | | 10-K | 001-38211 | 10.30 | 3/1/2019 | |
10.17 | | 10-Q | 001-38211 | 10.2 | 8/9/2019 | |
10.18 | | 10-Q | 001-38211 | 10.1 | 8/9/2019 | |
| | | | | | | | | | | | | | | | | | | | |
10.19 | | 10-Q | 001-38211 | 10.1 | 4/29/2022 | |
10.20 | | 10-Q | 001-38211 | 10.3 | 4/29/2022 | |
10.21 | | 10-Q | 001-38211 | 10.27 | 8/10/2018 | |
10.22 | | 10-K | 001-38211 | 10.31 | 3/1/2019 | |
10.23 | | 10-Q | 001-38211 | 10.3 | 8/9/2019 | |
10.24 | | 10-Q | 001-38211 | 10.2 | 4/29/2022 | |
10.25 | | 8-K | 001-38211 | 10.1 | 9/17/2024 | |
| 19.1 | | | | | | X |
| 21.1 | | | | | | X |
| 23.1 | | | | | | X |
| 24.1 | | | | | | X |
| 31.1 | | | | | | X |
| 31.2 | | | | | | X |
| 32.1 * | | | | | | X |
| 32.2 * | | | | | | X |
97.1 | | 10-K | 001-38211 | 97.1 | 2/16/2024 | |
| 101.INS | Inline XBRL Instance Document | | | | | X |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | | | | | X |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | | | | X |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | | | | | X |
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document | | | | | X |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | | | | X |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | | | | | |
* These exhibits are furnished with this Annual Report and are not deemed filed with the SEC and are not incorporated by reference in any filing of Roku, Inc. under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filings.
+ Indicates a management contract or compensatory plan or arrangement.
Item 16. Form 10-K Summary
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on this 14th day of February 2025.
| | | | | | | | |
Roku, Inc. |
| | | |
| By: | | /s/ Anthony Wood |
| | | Anthony Wood |
| | | President, Chief Executive Officer and Chairman |
| | | (Principal Executive Officer) |
| | | | | | | | |
| By: | | /s/ Dan Jedda |
| | | Dan Jedda |
| | | Chief Financial Officer |
| | | (Principal Financial Officer) |
| | | | | | | | |
| By: | | /s/ Matthew Banks |
| | | Matthew Banks |
| | | Vice President, Corporate Controller and Chief Accounting Officer |
| | | (Principal Accounting Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Anthony Wood and Dan Jedda, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
| | | | | | | | |
| Name | Title | Date |
| | |
| /s/ ANTHONY WOOD | President, Chief Executive Officer and Chairman | February 14, 2025 |
| Anthony Wood | (Principal Executive Officer) | |
| | |
/s/ DAN JEDDA | Chief Financial Officer | February 14, 2025 |
Dan Jedda | (Principal Financial Officer) | |
| | |
| /s/ MATTHEW BANKS | Vice President, Corporate Controller and Chief Accounting Officer | February 14, 2025 |
| Matthew Banks | (Principal Accounting Officer) | |
| | |
/s/ RAVI AHUJA | Director | February 14, 2025 |
| Ravi Ahuja | | |
| | |
/s/ JEFFREY BLACKBURN | Director | February 14, 2025 |
Jeffrey Blackburn | | |
| | |
/s/ MAI FYFIELD | Director | February 14, 2025 |
| Mai Fyfield | | |
| | |
/s/ JEFFREY HASTINGS | Director | February 14, 2025 |
| Jeffrey Hastings | | |
| | |
/s/ NEIL HUNT | Director | February 14, 2025 |
| Neil Hunt | | |
| | |
/s/ LAURIE SIMON HODRICK | Director | February 14, 2025 |
| Laurie Simon Hodrick | | |
| | |
/s/ GINA LUNA | Director | February 14, 2025 |
| Gina Luna | | |
| | |
/s/ RAY ROTHROCK | Director | February 14, 2025 |
| Ray Rothrock | | |
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