FITBIT, INC. - FORM 10-Q - November 3, 2017

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EX-32.1 - EXHIBIT 32.1 - FITBIT, INC.exhibit321q32017.htm
EX-31.2 - EXHIBIT 31.2 - FITBIT, INC.exhibit312q32017.htm
EX-31.1 - EXHIBIT 31.1 - FITBIT, INC.exhibit311q32017.htm
EX-10.1 - EXHIBIT 10.1 - FITBIT, INC.exhibit101warrant.htm

 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________________________
FORM 10-Q
____________________________________________
(Mark one)
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2017
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: 001-37444
__________________________________________
FITBIT, INC.
(Exact name of registrant as specified in its charter)
____________________________________________
Delaware
(State or other jurisdiction of
 incorporation or organization)
 
20-8920744
(I.R.S. Employer Identification No.)
 
 
 
199 Fremont Street, 14th Floor
San Francisco, California
(Address of principal executive offices)
 
94105
(Zip Code)
(415) 513-1000
(Registrant’s telephone number, including area code)

405 Howard Street, San Francisco, California 94105
(Former name, former address and former fiscal year, if changed since last report)

____________________________________________
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 þ
No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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 þ
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
þ


Accelerated filer
¨
Non-accelerated filer
o
(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 þ


As of October 27, 2017, there were 205,456,462 shares of the registrant’s Class A common stock outstanding and 31,323,349 shares of the registrant’s Class B common stock outstanding.


TABLE OF CONTENTS

 
 
Page 
Number
 
 
 
 
  
 
  
  
 
Condensed Consolidated Balance Sheets—September 30, 2017 and December 31, 2016
 
  
  
 
Condensed Consolidated Statements of Operations—for the three and nine months ended September 30, 2017 and October 1, 2016
 
  
  
 
Condensed Consolidated Statements of Comprehensive Income (Loss)—for the three and nine months ended September 30, 2017 and October 1, 2016
 
  
  
 
Condensed Consolidated Statements of Cash Flows—for the nine months ended September 30, 2017 and October 1, 2016
 
  
  
 
 
  
  
 
  
  
 
  
  
 
  
  
  
 
  
  
 
  
  
 
  
  
 
 
 
 
 
 
 
 



NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:

•
continued investments in research and development, sales and marketing and international expansion and the impact of those investments;
•
trends in our operating expenses, including personnel costs, research and development expense, sales and marketing expense and general and administrative expense;
•
competitors and competition in our markets;
•
our ability to anticipate and satisfy consumer preferences;
•
our smartwatch and its market acceptance and future potential;
•
our ability to develop new products and services, improve our existing products and services, or engage or expand our user base;
•
potential insurance recoveries;
•
our ability to accurately forecast consumer demand and adequately manage inventory;
•
our ability to deliver an adequate supply of product to meet demand;
•
our ability to maintain and promote our brand and expand brand awareness;
•
our ability to detect, prevent, or fix defects;
•
our reliance on third-party suppliers, contract manufacturers and logistics providers and our limited control over such parties;
•
trends in our quarterly operating results and other operating metrics;
•
trends in revenue, costs of revenue and gross margin;
•
legal proceedings and the impact of such proceedings;
•
the effect of seasonality on our results of operations;
•
our ability to attract and retain highly skilled employees;
•
our expectation to derive the substantial majority of our revenue from sales of devices;
•
growing our sales of subscription-based services;
•
the impact of our acquisitions in enhancing the features and functionality of our devices;
•
the impact of foreign currency exchange rates;
•
releasing and shipping new products and services, and the timing thereof;
•
the sufficiency of our existing cash and cash equivalent balances and cash flow from operations to meet our working capital and capital expenditure needs for at least the next 12 months; and
•
general market, political, economic and business conditions.

We caution you that the foregoing list does not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, operating results, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking

3

statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.

4

PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
FITBIT, INC.
Condensed Consolidated Balance Sheets
(In thousands)
(unaudited)
 
 
September 30, 2017
 
December 31, 2016
 
 
 
 
 
 
 
 
Assets
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
280,681

 
$
301,320

Marketable securities
 
378,548

 
404,693

Accounts receivable, net
 
260,990

 
477,825

Inventories
 
138,781

 
230,387

Prepaid expenses and other current assets
 
173,654

 
66,346

Total current assets
 
1,232,654

 
1,480,571

Property and equipment, net
 
90,823

 
76,553

Goodwill
 
51,036

 
51,036

Intangible assets, net
 
23,943

 
27,521

Deferred tax assets
 
46,221

 
174,097

Other assets
 
9,900

 
10,448

Total assets
 
$
1,454,577

 
$
1,820,226

Liabilities and Stockholders’ Equity
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable
 
$
178,476

 
$
313,773

Accrued liabilities
 
346,157

 
390,561

Deferred revenue
 
40,058

 
49,904

Income taxes payable
 
293

 
7,694

Total current liabilities
 
564,984

 
761,932

Other liabilities
 
57,958

 
59,762

Total liabilities
 
622,942

 
821,694

Commitments and contingencies (Note 6)
 

 

Stockholders’ equity:
 
 
 
 
Class A and Class B common stock
 
23

 
23

Additional paid-in capital
 
930,929

 
859,345

Accumulated other comprehensive loss
 
(12,861
)
 
(978
)
Retained earnings (accumulated deficit)
 
(86,456
)
 
140,142

Total stockholders’ equity
 
831,635

 
998,532

Total liabilities and stockholders’ equity
 
$
1,454,577

 
$
1,820,226


The accompanying notes are an integral part of these condensed consolidated financial statements.

5

FITBIT, INC.
Condensed Consolidated Statements of Operations
(In thousands, except per share amounts)
(unaudited)
 
 
Three Months Ended
 
Nine Months Ended
 
September 30, 2017
 
October 1, 2016
 
September 30, 2017
 
October 1, 2016
 
 
 
 
 
 
 
 
Revenue
$
392,522

 
$
503,802

 
$
1,044,763

 
$
1,595,686

Cost of revenue
217,762

 
263,144

 
602,459

 
876,304

Gross profit
174,760

 
240,658

 
442,304

 
719,382

Operating expenses:
 
 
 
 
 
 
 
   Research and development
84,170

 
82,972

 
252,471

 
235,129

   Sales and marketing
77,536

 
79,872

 
269,442

 
305,061

   General and administrative
40,690

 
33,333

 
102,815

 
106,297

Total operating expenses
202,396

 
196,177

 
624,728

 
646,487

Operating income (loss)
(27,636
)
 
44,481

 
(182,424
)
 
72,895

Interest income, net
1,162

 
970

 
2,451

 
2,391

Other income (expense), net
(702
)
 
(1,037
)
 
134

 
68

Income (loss) before income taxes
(27,176
)
 
44,414

 
(179,839
)
 
75,354

Income tax expense
86,227

 
18,294

 
51,883

 
31,858

Net income (loss)
$
(113,403
)
 
$
26,120

 
$
(231,722
)
 
$
43,496

Net income (loss) per share:
 
 
 
 
 
 
 
Basic
$
(0.48
)
 
$
0.12

 
$
(1.00
)
 
$
0.20

Diluted
$
(0.48
)
 
$
0.11

 
$
(1.00
)
 
$
0.18

Shares used to compute net income (loss) per share:
 
 
 
 
 
 
 
Basic
234,242

 
222,412

 
230,918

 
219,079

Diluted
234,242

 
243,687

 
230,918

 
242,652

 
The accompanying notes are an integral part of these condensed consolidated financial statements.

6

FITBIT, INC.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(In thousands)
(unaudited)
 
Three Months Ended
 
Nine Months Ended
 
September 30, 2017
 
October 1, 2016
 
September 30, 2017
 
October 1, 2016
 
 
 
 
 
 
 
 
Net income (loss)
$
(113,403
)
 
$
26,120

 
$
(231,722
)
 
$
43,496

Other comprehensive income (loss):
 
 
 
 
 
 
 
   Cash flow hedges:
 
 
 
 
 
 
 
Change in unrealized gain (loss) on cash flow hedges, net of tax benefit (expense) of $192, $155, ($7) and $(1,315), respectively
(6,793
)
 
(221
)
 
(20,582
)
 
2,784

Less: reclassification for realized net gains included in net income, net of tax expense (benefit) of $-, $-, $7 and $509, respectively
6,617

 
(2,850
)
 
8,264

 
(4,828
)
 
(176
)
 
(3,071
)
 
(12,318
)
 
(2,044
)
   Change in foreign currency translation adjustment
—

 
(39
)
 
314

 
(199
)
   Change in unrealized loss on available-for-sale investments,
    net of tax
48

 
(164
)
 
133

 
(38
)
Less reclassification for realized net gains
—

 
—

 
(12
)
 
—

Net change, net of tax

48

 
(164
)
 
121

 
(38
)
Comprehensive income (loss)
$
(113,531
)
 
$
22,846

 
$
(243,605
)
 
$
41,215


The accompanying notes are an integral part of these condensed consolidated financial statements.


7

FITBIT, INC.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(unaudited)
 
Nine Months Ended
 
September 30, 2017
 
October 1, 2016
 
 
 
 
Cash Flows from Operating Activities
 
 
 
Net income (loss)
$
(231,722
)
 
$
43,496

Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
 
 
 
Provision for doubtful accounts
7,805

 
—

Provision for inventory obsolescence
13,395

 
1,014

Depreciation
28,338

 
23,883

Write-off of property and equipment
5,250

 
762

Amortization of intangible assets
4,134

 
1,578

Stock-based compensation
67,256

 
58,175

Deferred income taxes
132,815

 
(27,794
)
Other
1,301

 
(323
)
Changes in operating assets and liabilities, net of acquisitions:
 
 
 
Accounts receivable
208,899

 
7,756

Inventories
79,448

 
(50,883
)
Prepaid expenses and other assets
(125,504
)
 
(38,788
)
Fitbit Force recall reserve
(668
)
 
(3,628
)
Accounts payable
(122,160
)
 
(13,125
)
Accrued liabilities and other liabilities
(48,201
)
 
43,285

Deferred revenue
(9,846
)
 
554

Income taxes payable
(1,822
)
 
19,756

Net cash provided by operating activities
8,718

 
65,718

Cash Flows from Investing Activities
 
 
 
Purchase of property and equipment
(58,199
)
 
(66,798
)
Purchases of marketable securities
(494,540
)
 
(552,752
)
Sales of marketable securities
19,806

 
45,011

Maturities of marketable securities
500,576

 
249,269

Acquisitions, net of cash acquired
(556
)
 
(5,600
)
Net cash used in investing activities
(32,913
)
 
(330,870
)
Cash Flows from Financing Activities
 
 
 
Payments of offering costs
—

 
(1,236
)
Proceeds from issuance of common stock
13,893

 
18,316

Taxes paid related to net share settlement of restricted stock units
(10,804
)
 
(3,228
)
Net cash provided by financing activities
3,089

 
13,852

Net decrease in cash and cash equivalents
(21,106
)
 
(251,300
)
Effect of exchange rate on cash and cash equivalents
467

 
(326
)
Cash and cash equivalents at beginning of period
301,320

 
535,846

Cash and cash equivalents at end of period
$
280,681

 
$
284,220


The accompanying notes are an integral part of these condensed consolidated financial statements.

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FITBIT, INC.
Notes to Condensed Consolidated Financial Statements


1.    Basis of Presentation and Summary of Significant Accounting Policies
 
The accompanying condensed consolidated financial statements of Fitbit, Inc. (the “Company”) are unaudited. The condensed consolidated balance sheet at December 31, 2016 has been derived from the audited financial statements of the Company. The accompanying condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information, and in management’s opinion, includes all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the Company’s financial position, its results of operations, and cash flows for the interim periods presented. The results of operations for the three and nine months ended September 30, 2017 are not necessarily indicative of the results to be expected for the full fiscal year or any other period.

The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the Securities and Exchange Commission (“SEC”) on March 1, 2017.

The Company’s fiscal year ends on December 31 of each year. The Company is on a 4-4-5 week quarterly calendar. There were 91 days in each of the three months ended September 30, 2017 and October 1, 2016, and 273 and 275 days in the nine months ended September 30, 2017 and October 1, 2016, respectively.

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated.

Reclassifications of certain prior period amounts in the condensed consolidated financial statements have been made to conform to the current period presentation. 

Use of Estimates
 
The preparation of condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the condensed consolidated financial statements and accompanying notes. The primary estimates and assumptions made by management are related to revenue recognition, reserves for sales returns and incentives, reserves for warranty, valuation of stock options, fair value of derivative assets and liabilities, allowance for doubtful accounts, inventory valuation, fair value of goodwill and acquired tangible and intangible assets and liabilities assumed during acquisitions, the number of reporting segments, the recoverability of intangible assets and their useful lives, contingencies, and the valuations of deferred income tax assets and uncertain tax positions. Actual results could differ from those estimates, and such differences may be material to the condensed consolidated financial statements.

Significant Accounting Policies

There have been no significant changes in the Company’s accounting policies from those disclosed in its Annual Report on Form 10-K, except for the policies described below and the adoption of Accounting Standards Update (“ASU”) 2016-09, Improvements to Employee Share-Based Payment Accounting, discussed below in the section titled “Accounting Pronouncements Recently Adopted.”

Rights of Return, Stock Rotation Rights, and Price Protection

The Company offers limited rights of return, stock rotation rights, and price protection under various policies and programs with its retailer and distributor customers and end-users. Below is a summary of the general provisions of such policies and programs:

•
Retailers and distributors are generally allowed to return products that were originally sold through to an end-user under provisions of their contracts, called “open-box” returns, and such returns may be made at any time after original sale.
•
All purchases through Fitbit.com are covered by a 45-day right of return.
•
Distributors are allowed stock rotation rights which are limited rights of return of products purchased during a prior period, generally one quarter.
•
Distributors and retailers are allowed return rights for defective products.
•
Certain distributors are offered price protection that allows for the right to a partial credit for unsold inventory held by the distributor if the Company reduces the selling price of a product.


9
FITBIT, INC.
Notes to Condensed Consolidated Financial Statements (Continued)


The Company estimates reserves for these policies and programs based on historical experience and records the reserves as a reduction of revenue and accounts receivable. Through September 30, 2017, actual returns have primarily been open-box returns. In addition, through September 30, 2017, the Company has had limited price protection claims. On a quarterly basis, the amount of revenue that is reserved for future returns is calculated based on historical trends and data specific to each reporting period. The historical trends consider product life cycles, new product introductions, market acceptance of products, product sell-through, the type of customer, seasonality, and other factors. Return rates can fluctuate over time, but have been sufficiently predictable to allow the Company to estimate expected future product returns. The Company reviews the actual returns evidenced in prior quarters as a percent of related revenue to determine the historical rate of returns. The Company then applies the historical rate of returns to the current period revenue as a basis for estimating future returns. When necessary, the Company also provides a specific reserve for products in the distribution channel in excess of estimated requirements. This estimate can be affected by the amount of a particular product in the channel, the rate of sell-through, product plans, and other factors. The Company also considers whether there are circumstances which may result in anticipated returns higher than the historical return rate from direct customers and records an additional specific reserve as necessary. The estimates and assumptions used to reserve for rights of return, stock rotation rights, and price protection have been accurate in all material respects and have not materially changed in the past.

Product Warranty

The Company offers a standard product warranty that its products will operate under normal use for a period of one-year from the date of original purchase, except in the European Union and certain Asia Pacific countries where the Company provides a two-year warranty. The Company has the obligation, at its option, to either repair or replace a defective product. At the time revenue is recognized, an estimate of future warranty costs is recorded as a component of cost of revenues. The estimate of future warranty costs is based on historical and projected warranty claim rates, historical and projected cost-per-claim and knowledge of specific product failures, if any, that are outside of the Company’s typical experience. The Company regularly review these estimates to assess the appropriateness of its recorded warranty liabilities and adjust the amounts as necessary. Factors that affect the warranty obligation include product failure rates, service delivery costs incurred in correcting the product failures, and warranty policies. The warranty obligation does not consider historical experience of the Fitbit Force product as a separate reserve has been established for the Fitbit Force recall. The Company’s products are manufactured by contract manufacturers, and in certain cases, the Company may have recourse against such contract manufacturers. Should actual product failure rates, use of materials or other costs differ from the Company’s estimates, additional warranty liabilities could be incurred, which could materially affect the Company’s results of operations. The estimates and assumptions used to reserve for product warranty have been accurate in all material respects and have not materially changed in the past.

Customer Bankruptcy

In September 2017, Wynit Distribution (“Wynit”) filed for bankruptcy protection under Chapter 11 of the United States Bankruptcy Code. Wynit was the Company’s largest customer, historically representing 11% of total revenue during the six months ended July 1, 2017 and 19% of total accounts receivables as of July 1, 2017. In connection with Wynit’s bankruptcy filing, the Company believes that the collectability of the product shipments to Wynit during the third quarter of 2017 was not reasonably assured. However, as of July 1, 2017, collectability of accounts receivables from Wynit was reasonably assured. 

The Company ceased to recognize revenue from Wynit, which totaled $8.1 million during the third quarter of 2017. Additionally, the Company recorded a charge of $35.8 million during the third quarter ended September 30, 2017 comprised of cost of revenue of $5.5 million associated with shipments to Wynit in the third quarter of 2017 and bad debt expense of $30.3 million associated with all of Wynit’s outstanding accounts receivables. The Company maintains credit insurance that covers a portion of the exposure related to its customer receivables. The Company recorded an insurance receivable based on an analysis of its insurance policies, including their exclusions, an assessment of the nature of the claim, and information from its insurance carrier. As of September 30, 2017, the Company has recorded an insurance receivable of $26.8 million, which is included in prepaid expenses and other current assets, associated with the amount it has concluded is probable related to the claim. The $26.8 million insurance receivable allowed the Company to recover $22.7 million of bad debt expense and $4.1 million of cost of revenue, resulting in a net charge of $9.0 million in the consolidated statement of operations comprised of net bad debt expense of $7.6 million and net cost of revenue of $1.4 million. The Company will continue to assess the probable amount of insurance proceeds expected to be received in future reporting periods until the final resolution, and make adjustments, if necessary, based on additional facts as they arise.

Non-Monetary Transaction


10
FITBIT, INC.
Notes to Condensed Consolidated Financial Statements (Continued)


The Company entered into an agreement with a third party during 2016 to exchange inventory for advertising credits and cash. The Company recorded the transaction based on the estimated fair value of the products exchanged. For the year ended December 31, 2016, the Company recorded $15.0 million of revenue and $7.0 million of associated cost of goods sold upon exchange of the products for advertising credits of $13.0 million and cash of $2.0 million. The $13.0 million of unused advertising credits remaining as of December 31, 2016 were recorded in prepaid expenses and other current assets, and other assets. Such credits are expected to be used over the contractual period of four years, and will be expensed as advertising services are received. During the three and nine months ended September 30, 2017, $0.0 million and $0.3 million of credits were utilized, respectively. The Company’s prepaid and other assets related to unused advertising credits as of September 30, 2017 and December 31, 2016 were $12.7 million and $13.0 million, respectively.

Out-of-Period Adjustment

During the first quarter of 2016, the Company identified an error, which resulted in an understatement of income tax expense by $3.0 million for the year ended December 31, 2015. The Company recorded an out-of-period adjustment to correct the error in the quarter ended April 2, 2016. The Company assessed the materiality of this error and concluded the error was not material to the 2015 and 2016 consolidated financial statements, and therefore, recorded the correction in the first quarter of 2016.

Accounting Pronouncements Not Yet Adopted

In May 2014, the Financial Accounting Standards Board (the “FASB”), issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which affects any entity that either enters into contracts with customers to transfer goods and services or enters into contracts for the transfer of nonfinancial assets. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under the currently effective guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 will become effective for the Company on January 1, 2018 and can be adopted either retrospectively to each prior reporting period presented or as a cumulative effect adjustment as of the date of adoption. In April 2016, the FASB issued ASU 2016-10, which clarifies guidance on identifying performance obligations and licensing implementation. The Company currently expects to adopt the new revenue recognition standard as of January 1, 2018, utilizing the modified retrospective transition method. The Company’s implementation team has made progress in its project plan, which includes evaluating customer contracts across the organization, developing policies, processes and tools to report financial results, and implementing and evaluating the Company’s internal controls over financial reporting that will be necessary under the new standard. Although the new standard may, in certain circumstances, impact the timing of when revenue is recognized for products shipped, and the timing and classification of certain sales incentives, which are expected to generally be recognized earlier than under existing guidance, the Company believes the new guidance is materially consistent with its current revenue recognition policy. In addition, the Company has determined that the presentation of certain reserve balances currently shown net within accounts receivable will be presented as refund liabilities within current liabilities upon adoption. The Company does not currently expect the adoption to have a material impact on its consolidated financial statements. The Company is continuing to make progress in evaluating the impact of the adoption and preliminary assessments are subject to change.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize right-of-use assets and lease liabilities for operating leases, initially measured at the present value of the lease payments, on the balance sheet. ASU 2016-02 will become effective for the Company on January 1, 2019, and requires adoption using a modified retrospective approach. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. The Company anticipates that the adoption will have a material impact on its consolidated balance sheets, as it will now include a right of use asset and a lease liability for the obligation to make lease payments related to substantially all operating lease arrangements; however, the Company does not expect the adoption to have a material impact on its consolidated statements of operations.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 provides for a new impairment model which requires measurement and recognition of expected credit losses for most financial assets and certain other instruments, including but not limited to accounts receivable and available for sale debt securities. ASU 2016-13 will become effective for the Company on January 1, 2020 and early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.


11
FITBIT, INC.
Notes to Condensed Consolidated Financial Statements (Continued)


In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230). ASU 2016-15 provides guidance intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU 2016-15 will become effective for the Company on January 1, 2018 and early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 simplifies the subsequent measurement of goodwill by eliminating the second step of the goodwill impairment test. The second step measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Under ASU 2017-04, a company will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. ASU 2017-04 will be applied prospectively and is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting. ASU 2017-09 was issued to clarify and reduce both (i) diversity in practice and (ii) cost and complexity when applying the guidance in Topic 718 to a change to the terms and conditions of a share-based payment award. ASU 2017-09 will become effective for the Company on January 1, 2018 with early adoption permitted. The amendments to ASU 2017-09 should be applied prospectively to an award modified on or after the adoption date. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. ASU 2017-12 amends the hedge accounting rules to simplify the application of hedge accounting guidance and better portray the economic results of risk management activities in the financial statements. The guidance expands the ability to hedge non-financial and financial risk components, reduces complexity in fair value hedges of interest rate risk, eliminates the requirement to separately measure and report hedge ineffectiveness, as well as eases certain hedge effectiveness assessment requirements. ASU 2017-12 will become effective for the Company on January 1, 2019 with early adoption permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.
 
    
Accounting Pronouncements Recently Adopted

In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718). ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Upon adoption, ASU 2016-09 requires that excess tax benefits for share-based payments be recorded as a reduction of income tax expense and reflected within operating cash flows, rather than being recorded within equity and reflected within financing cash flows. ASU 2016-09 also permits the repurchase of more of an employee’s shares for tax withholding purposes without triggering liability accounting, clarifies that all cash payments made on an employee’s behalf for withheld shares should be presented as a financing activity on the Company’s cash flows statement, and provides an accounting policy election to account for forfeitures as they occur. ASU 2016-09 became effective for the Company on January 1, 2017. The adoption of ASU 2016-09 resulted in a cumulative effect adjustment of $4.9 million to increase retained earnings as of January 1, 2017, related to the recognition of previously unrecognized excess tax benefits using the modified retrospective method. The Company elected to apply the change in presentation of excess tax benefits in the condensed consolidated statement of cash flows retrospectively, which resulted in an increase in net cash provided by operations and a decrease in net cash provided by financing activities of $25.5 million for the nine months ended October 1, 2016.  The Company also elected to make an accounting policy change to recognize forfeitures starting on January 1, 2017 on a prospective basis.


2.    Fair Value Measurements
 
The carrying values of the Company’s accounts receivable, accounts payable, and accrued liabilities approximated their fair values due to the short period of time to maturity or repayment.
 

12
FITBIT, INC.
Notes to Condensed Consolidated Financial Statements (Continued)


The following tables set forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands):
 
 
September 30, 2017
 
Level 1
 
Level 2
 
Total
 
 
 
 
 
 
Assets:
 
 
 
 
 
Money market funds
$
129,790

 
$
—

 
$
129,790

U.S. government agencies
—

 
50,707

 
50,707

Corporate debt securities
—

 
375,891

 
375,891

Derivative assets
—

 
1,307

 
1,307

Total
$
129,790

 
$
427,905

 
$
557,695

Liabilities:
 
 
 
 
 
Derivative liabilities
$
—

 
$
11,826

 
$
11,826


 
December 31, 2016
 
Level 1
 
Level 2
 
Total
 
 
 
 
 
 
Assets:
 
 
 
 
 
Money market funds
$
50,125

 
$
—

 
$
50,125

U.S. government agencies
—

 
86,526

 
86,526

Corporate debt securities
—

 
390,286

 
390,286

Derivative assets
—

 
10,625

 
10,625

Total
$
50,125

 
$
487,437

 
$
537,562

Liabilities:
 
 
 
 
 
Derivative liabilities
$
—

 
$
3,780

 
$
3,780

 
The fair value of the Company’s Level 1 financial instruments is based on quoted market prices in active markets for identical instruments. The fair value of the Company’s Level 2 financial instruments is based on observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data.

In addition, Level 2 assets and liabilities include derivative financial instruments associated with hedging activity, which are further discussed in Note 3. Derivative financial instruments are initially measured at fair value on the contract date and are subsequently remeasured to fair value at each reporting date using inputs such as spot rates, forward rates, and discount rates. There is not an active market for each hedge contract, but the inputs used to calculate the value of the instruments are tied to active markets.

There were no Level 3 assets or liabilities as of September 30, 2017 and December 31, 2016. There have been no transfers between fair value measurement levels during the three and nine months ended September 30, 2017 and October 1, 2016.
 

3.    Financial Instruments

Cash, Cash Equivalents and Marketable Securities

The Company’s marketable securities are classified as available-for-sale as of the balance sheet date and are reported at fair value with unrealized gains and losses reported, net of tax, as a separate component of accumulated other comprehensive income (loss) in stockholders’ equity. Because the Company views marketable securities as available to support current operations as needed, it has classified all available-for-sale securities as current assets. Realized gains or losses and other-than-temporary impairments, if any, on available-for-sale securities are reported in other income (expense), net, as incurred.


13
FITBIT, INC.
Notes to Condensed Consolidated Financial Statements (Continued)


Investments are reviewed periodically to identify potential other-than-temporary impairments. No impairment loss has been recorded on the securities included in the tables below because the Company believes that the decrease in fair value of these securities is temporary and expects to recover up to, or beyond, the initial cost of investment for these securities.

The following table sets forth cash, cash equivalents and marketable securities as of September 30, 2017 (in thousands):
 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair Value
 
Cash and Cash Equivalents
 
Marketable Securities
 
 
 
 
 
 
 
 
 
 
 
 
Cash
$
102,841

 
$
—

 
$
—

 
$
102,841

 
$
102,841

 
$
—

Money market funds
129,790

 
—

 
—

 
129,790

 
129,790

 
—

U.S. government agencies
50,703

 
4

 
—

 
50,707

 
25,795

 
24,912

Corporate debt securities
375,959

 
50

 
(118
)
 
375,891

 
22,255

 
353,636

Total
$
659,293

 
$
54

 
$
(118
)
 
$
659,229

 
$
280,681

 
$
378,548


The following table sets forth cash, cash equivalents and marketable securities as of December 31, 2016 (in thousands):
 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair Value
 
Cash and Cash Equivalents
 
Marketable Securities
 
 
 
 
 
 
 
 
 
 
 
 
Cash
$
179,076

 
$
—

 
$
—

 
$
179,076

 
$
179,076

 
$
—

Money market funds
50,125

 
—

 
—

 
50,125

 
50,125

 
—

U.S. government agencies
86,533

 
8

 
(15
)
 
86,526

 
—

 
86,526

Corporate debt securities
390,466

 
24

 
(204
)
 
390,286

 
72,119

 
318,167

Total
$
706,200

 
$
32

 
$
(219
)
 
$
706,013

 
$
301,320

 
$
404,693


The gross unrealized gains or losses on marketable securities as of September 30, 2017 and December 31, 2016 were not material. There were no available-for-sale investments as of September 30, 2017 and December 31, 2016 that have been in a continuous unrealized loss position for greater than 12 months on a material basis.

The following table classifies marketable securities by contractual maturities (in thousands):
 
September 30, 2017
 
December 31, 2016
 
 
 
 
Due in one year
$
364,734

 
$
355,152

Due in one to two years
13,814

 
49,541

Total
$
378,548

 
$
404,693


Derivative Financial Instruments

The Company operates in foreign countries, which exposes it to market risk associated with foreign currency exchange rate fluctuations between the U.S. dollar and various foreign currencies. In order to manage this risk, the Company may hedge a portion of its foreign currency exposures related to outstanding monetary assets and liabilities as well as forecasted revenues and expenses, using foreign currency exchange forward or option contracts. In general, the market risk related to these contracts is offset by corresponding gains and losses on the hedged transactions. The Company does not enter into derivative contracts for trading or speculative purposes.
 
Cash Flow Hedges
 
The Company has entered into foreign currency derivative contracts designated as cash flow hedges to hedge certain forecasted revenue and expense transactions denominated in currencies other than the U.S. dollar. The Company’s cash flow hedges consist of forward contracts with maturities of 12 months or less.

The Company periodically assesses the effectiveness of its cash flow hedges. Effectiveness represents a derivative instrument’s ability to generate offsetting changes in cash flows related to the hedged risk. The Company records the gains or

14
FITBIT, INC.
Notes to Condensed Consolidated Financial Statements (Continued)


losses, net of tax, related to the effective portion of its cash flow hedges as a component of accumulated other comprehensive income (loss) in stockholders’ equity and subsequently reclassifies the gains or losses into revenue and operating expenses when the underlying hedged transactions are recognized. The Company records the gains or losses related to the ineffective and excluded time value portion of the cash flow hedges, if any, immediately in other income (expense), net. If the hedged transaction becomes probable of not occurring, the corresponding amounts in accumulated other comprehensive income (loss) would immediately be reclassified to other income (expense), net. Cash flows related to the Company’s cash flow hedging program are recognized as cash flows from operating activities in its statements of cash flows.

The Company had outstanding contracts with a total notional amount of $142.7 million and $0 million in cash flow hedges for forecasted revenue and expense transactions, respectively, as of September 30, 2017, and $20.0 million and $20.9 million in cash flow hedges for forecasted revenue and expense transactions, respectively, as of December 31, 2016.

Balance Sheet Hedges

The Company enters into foreign exchange contracts to hedge certain monetary assets and liabilities that are denominated in currencies other than the functional currency of its subsidiaries. These foreign exchange contracts are carried at fair value, do not qualify for hedge accounting treatment, and are not designated as hedging instruments. Changes in the value of the foreign exchange contracts are recognized in other income (expense), net, and offset the foreign currency gain or loss on the underlying net monetary assets or liabilities.

The Company had outstanding balance sheet hedges with a total notional amount of $93.6 million and $177.0 million as of September 30, 2017 and December 31, 2016, respectively.
 
Fair Value of Foreign Currency Derivatives

The foreign currency derivative contracts that were not settled at the end of the period are recorded at fair value, on a gross basis, in the condensed consolidated balance sheets. The following table presents the fair value of the Company’s foreign currency derivative contracts as of the periods presented (in thousands):
 
 
 
September 30, 2017
 
December 31, 2016
 
Balance Sheet Location
 
Fair Value Derivative
Assets
 
Fair Value Derivative Liabilities
 
Fair Value Derivative
Assets
 
Fair Value Derivative Liabilities
 
 
 
 
 
 
 
 
 
 
Cash flow designated hedges
Prepaid expenses and other current assets
 
$
—

 
$
—

 
$
813

 
$
—

Cash flow designated hedges
Accrued liabilities
 
—

 
11,826

 
—

 
1,428

Hedges not designated
Prepaid expenses and other current assets
 
1,307

 
—

 
9,812

 
—

Hedges not designated
Accrued liabilities
 
—

 
—

 
—

 
2,352

Total fair value of derivative instruments
 
 
$
1,307

 
$
11,826

 
$
10,625

 
$
3,780


Financial Statement Effect of Foreign Currency Derivative Contracts

The following table presents the pre-tax impact of the Company’s foreign currency derivative contracts on other comprehensive income (“OCI”) and the condensed consolidated statements of operations for the periods presented (in thousands):

15
FITBIT, INC.
Notes to Condensed Consolidated Financial Statements (Continued)


 
 
 
Three Months Ended
 
Nine Months Ended
 
Income Statement Location
 
September 30, 2017
 
October 1, 2016
 
September 30, 2017
 
October 1, 2016
 
 
 
 
 
 
 
 
 
 
Foreign exchange cash flow hedges:
 
 
 
 
 
 
 
 
 
Gain (loss) recognized in OCI – effective portion
 
 
$
(6,603
)
 
$
(560
)
 
$
(20,590
)
 
$
975

Gain (loss) reclassified from OCI into income – effective portion
Revenue
 
(6,617
)
 
3,060

 
(6,897
)
 
1,511

Gain (loss) reclassified from OCI into income – effective portion
Operating expenses
 
—

 
(65
)
 
(1,405
)
 
2,343

Gain (loss) recognized in income – ineffective portion
Other income (expense), net
 
—

 
76

 
21

 
(109
)
 
 
 
 
 
 
 
 
 
 
Gain recognized in income – excluded time value portion
Other income (expense), net
 
672

 
—

 
1,516

 
—

 
 
 
 
 
 
 
 
 
 
Foreign exchange balance sheet hedges:
 
 
 
 
 
 
 
 
 
Gain (loss) recognized in income
Other income (expense), net
 
(2,062
)
 
(477
)
 
(8,838
)
 
3,567


As of September 30, 2017, all net derivative gains related to the Company’s cash flow hedges will be reclassified from OCI into revenue and operating expense within the next 12 months.

Offsetting of Foreign Currency Derivative Contracts

The Company presents its derivative assets and derivative liabilities at gross fair values in the condensed consolidated balance sheets. The Company generally enters into master netting arrangements, which mitigate credit risk by permitting net settlement of transactions with the same counterparty. The Company is not required to pledge, and is not entitled to receive, cash collateral related to these derivative instruments.

The following tables set forth the available offsetting of net derivative assets under the master netting arrangements as of September 30, 2017 and December 31, 2016 (in thousands):

 
Gross Amounts Offset in the Condensed Consolidated Balance Sheets
 
Gross Amounts Not Offset in Condensed Consolidated Balance Sheets
September 30, 2017
Gross Amounts Recognized
 
Gross Amounts Offset
 
Net Amounts Presented
 
Financial Instruments
 
Cash Collateral Received
 
Net Amount
 
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange contracts assets
$
1,307

 
$
—

 
$
1,307

 
$
1,307

 
$
—

 
$
—

Foreign exchange contracts liabilities
11,826

 
—

 
11,826

 
1,307

 
—

 
10,519

 
 
Gross Amounts Offset in the Condensed Consolidated Balance Sheets
 
Gross Amounts Not Offset in Condensed Consolidated Balance Sheets
December 31, 2016
Gross Amounts Recognized
 
Gross Amounts Offset
 
Net Amounts Presented
 
Financial Instruments
 
Cash Collateral Received
 
Net Amount
 
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange contracts assets
$
10,625

 
$
—

 
$
10,625

 
$
3,780

 
$
—

 
$
6,845

Foreign exchange contracts liabilities
3,780

 
—

 
3,780

 
3,780

 
—

 
—





16
FITBIT, INC.
Notes to Condensed Consolidated Financial Statements (Continued)



4.    Balance Sheet Components
 
Revenue Returns Reserve
 
Revenue returns reserve activities were as follows (in thousands):
 
Three Months Ended
 
Nine Months Ended
 
September 30, 2017
 
October 1, 2016
 
September 30, 2017
 
October 1, 2016
 
 
 
 
 
 
 
 
Beginning balances
$
51,520

 
$
80,277

 
$
98,851

 
$
74,045

Increases
146,356

 
46,654

 
236,267

 
166,205

Returns taken
(135,978
)
 
(59,763
)
 
(273,220
)
 
(173,082
)
Ending balances
$
61,898

 
$
67,168

 
$
61,898

 
$
67,168


Increases in the revenue returns reserve include provisions for open box returns and stock rotations.

Inventories
 
Inventories consisted of the following (in thousands):
 
September 30, 2017
 
December 31, 2016
  
 
 
 
 
 
Components
$
9,072

 
$
1,035

Finished goods
129,709

 
229,352

Total inventories
$
138,781

 
$
230,387

 
Prepaid Expenses and Other Current Assets
 
Prepaid expenses and other current assets consisted of the following (in thousands):
 
September 30, 2017
 
December 31, 2016
  
 
 
 
 
 
Income tax receivable
$
96,467

 
$
481

POP displays, net
16,189

 
22,804

Prepaid marketing
3,865

 
5,764

Derivative assets
1,307

 
10,625

Prepaid expenses
16,508

 
17,161

Insurance receivable
26,795

—

—

Other
12,523

 
9,511

Total prepaid expenses and other current assets
$
173,654

 
$
66,346



17
FITBIT, INC.
Notes to Condensed Consolidated Financial Statements (Continued)


Property and Equipment, Net
 
Property and equipment, net, consisted of the following (in thousands):
 
September 30, 2017
 
December 31, 2016
  
 
 
 
 
 
Tooling and manufacturing equipment
$
55,713

 
$
60,944

Furniture and office equipment
18,463

 
14,424

Purchased and internally-developed software
18,524

 
12,032

Leasehold improvements
45,867

 
28,489

Total property and equipment
138,567

 
115,889

Less: Accumulated depreciation and amortization
(47,744
)
 
(39,336
)
Property and equipment, net
$
90,823

 
$
76,553

 
Goodwill and Intangible Assets

The carrying amount of goodwill was $51.0 million as of September 30, 2017 and December 31, 2016. See Note 11 for additional information.

The carrying amounts of the intangible assets as of September 30, 2017 and December 31, 2016 were as follows (in thousands, except useful life). In-process research and development is not amortized until the completion or abandonment of the related development.
 
September 30, 2017
 
December 31, 2016
 
Weighted Average Remaining Useful Life
(years)
  
Gross
 
Accumulated Amortization
 
Net
 
Gross
 
Accumulated Amortization
 
Net
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Developed technology
$
26,648

 
$
(7,209
)
 
$
19,439

 
$
26,092

 
$
(3,247
)
 
$
22,845

 
4.7
Trademarks and other
1,278

 
(714
)
 
564

 
1,278

 
(542
)
 
736

 
1.2
Total finite-lived intangible assets subject to amortization, net
27,926

 
(7,923
)
 
20,003

 
27,370

 
(3,789
)
 
23,581

 
 
In-process research and development
3,940

 
—

 
3,940

 
3,940

 
—

 
3,940

 
 
Total intangible assets, net
$
31,866

 
$
(7,923
)
 
$
23,943

 
$
31,310

 
$
(3,789
)
 
$
27,521

 
 

Total amortization expense related to intangible assets was $1.4 million and $0.5 million for the three months ended September 30, 2017 and October 1, 2016, respectively, and $4.1 million and $1.6 million for the nine months ended September 30, 2017 and October 1, 2016, respectively.

The estimated future amortization expense of acquired finite-lived intangible assets to be charged to cost of revenue and operating expenses after September 30, 2017 is as follows (in thousands):
  
Cost of Revenue
 
Operating Expenses
 
Total
 
 
 
 
 
 
Remaining 2017
$
1,333

 
$
58

 
$
1,391

2018
5,332

 
230

 
5,562

2019
4,552

 
230

 
4,782

2020
3,772

 
46

 
3,818

2021
3,772

 
—

 
3,772

Thereafter
678

 
—

 
678

Total finite-lived intangible assets, net
$
19,439

 
$
564

 
$
20,003


Accrued Liabilities
 

18
FITBIT, INC.
Notes to Condensed Consolidated Financial Statements (Continued)


Accrued liabilities consisted of the following (in thousands):
 
September 30, 2017
 
December 31, 2016
  
 
Product warranty
$
86,679

 
$
99,923

Accrued manufacturing expense and freight
43,045

 
75,579

Accrued sales incentives
66,237

 
74,181

Accrued sales and marketing
28,711

 
41,948

Accrued co-op advertising and marketing development funds
18,273

 
40,002

Sales taxes and VAT payable
17,098

 
8,891

Employee-related liabilities
28,484

 
13,934

Inventory received but not billed
5,663

 
7,363

Accrued legal fees
7,319

 
3,963

Derivative liabilities
11,826

 
3,780

Other
32,822

 
20,997

Accrued liabilities
$
346,157

 
$
390,561


Product warranty reserve activities were as follows (in thousands)(1):
 
Three Months Ended
 
Nine Months Ended
 
September 30, 2017
 
October 1, 2016
 
September 30, 2017
 
October 1, 2016
 
 
 
 
 
 
 
 
Beginning balances
$
72,761

 
$
76,841

 
$
99,923

 
$
40,212

Charged to cost of revenue
26,825

 
47,042

 
44,167

 
148,494

Changes related to pre-existing warranties
5,669

 
(18,727
)
 
8,142

 
(19,214
)
Settlement of claims
(18,576
)
 
(42,215
)
 
(65,553
)
 
(106,551
)
Ending balances
$
86,679

 
$
62,941

 
$
86,679

 
$
62,941

 

(1) 
Does not include reserves established as a result of the recall of the Fitbit Force. See the section titled “—Fitbit Force Recall Reserve” in the Company’s Annual Report on Form 10-K for additional information regarding such reserves.

In the first quarter of 2017, the Company corrected the allocation of customer support costs and freight and fulfillment to the amounts reported in “Charged to cost of revenue” and “Settlement of claims.” Those costs are included in the beginning and ending balances. Further, the Company does not consider this adjustment to be material and there was no impact to its condensed consolidated balance sheets and statements of operations.

Restructuring

In January 2017, the Company announced cost-efficiency measures to be implemented in 2017 that include realigning sales and marketing spend and improved optimization of research and development investments. In addition, the Company announced a reorganization, including a reduction in workforce. This reorganization impacted approximately 110 employees, or approximately 6% of the Company’s global workforce. The Company recorded $6.4 million in total restructuring expenses, substantially all of which were severance and related costs, in the first quarter of 2017. The Company anticipates that it will substantially complete the reorganization by the end of the fourth quarter of 2017.


19
FITBIT, INC.
Notes to Condensed Consolidated Financial Statements (Continued)


The restructuring reserve activities were as follows (in thousands):
 
Three Months Ended
 
Nine Months Ended
 
September 30, 2017
 
October 1, 2016
 
September 30, 2017
 
October 1, 2016
 
 
 
 
 
 
 
 
Beginning balance
$
1,022

 
$
—

 
$
—

 
$
—

  Restructuring charges
—

 
—

 
6,375

 
—

  Cash paid
(359
)
 
—

 
(4,984
)
 
—

  Other - noncash
—

 
—

 
(728
)
 
—

Ending balance
$
663

 
$
—

 
$
663

 
$
—


Accumulated Other Comprehensive Income (Loss)

The components and activity of accumulated other comprehensive income (“AOCI”), net of tax, were as follows (in thousands):

 
Unrealized Gains (Losses) on Cash Flow Hedges
 
Currency Translation Adjustments
 
Unrealized Gains (Losses) on Available-for-Sale Investments
 
Total
 
 
 
 
 
 
 
 
Balance at December 31, 2016
$
(477
)
 
$
(314
)
 
$
(187
)
 
$
(978
)
Other comprehensive income (loss) before reclassifications
(20,582
)
 
314

 
133

 
(20,135
)
Amounts reclassified from AOCI
8,264

 
—

 
(12
)
 
8,252

Other comprehensive income (loss)
(12,318
)
 
314

 
121

 
(11,883
)
Balance at September 30, 2017
$
(12,795
)
 
$
—

 
$
(66
)
 
$
(12,861
)


5.    Long-Term Debt
 

2015 Credit Agreement
 
In December 2015, the Company entered into a second amended and restated credit agreement (the “Senior Facility”) that allowed the Company to borrow up to $250.0 million, including up to $50.0 million for the issuance of letters of credit and up to $25.0 million for swing line loans. As of September 30, 2017, there were no outstanding borrowings under the Senior Facility. As of September 30, 2017, the Company had outstanding letters of credit totaling $38.3 million, issued to cover various security deposits on its facility leases.

On May 3, 2017, the Company entered into a first amendment to the Senior Facility (the “First Amendment”), pursuant to which the aggregate amount the Company can borrow under the Senior Facility was reduced from $250.0 million to $100.0 million, with up to $50.0 million available for the issuance of letters of credit and up to $25.0 million available for swing line loans. In addition, pursuant to the First Amendment, the applicable margin in respect of the interest rates under the Senior Facility were amended to be based on the Company’s level of liquidity (defined as the sum of the Company’s aggregate cash holdings and the amount available under its revolving commitments) and range from, with respect to Alternate Base Rate loans, 0.5% to 1.0%, and, with respect to LIBOR loans, 1.5% to 2.0%. Among other changes, the First Amendment also removed the fixed charge coverage ratio covenant and the consolidated leverage ratio covenant, and added a general liquidity covenant requiring the Company to maintain liquidity of at least $200.0 million in unrestricted cash, of which $100.0 million in cash or cash equivalents must be held in accounts subject to control agreements with, and maintained by, Silicon Valley Bank or its affiliates. The Company was in compliance with the financial covenants under the Senior Facility as of September 30, 2017.

Letters of Credit
 
As of September 30, 2017 and December 31, 2016, the Company had outstanding letters of credit totaling $38.3 million and $38.0 million, respectively, issued to cover various security deposits on the Company’s facility leases.
 

20
FITBIT, INC.
Notes to Condensed Consolidated Financial Statements (Continued)



6.    Commitments and Contingencies
 
Leases
 
The Company’s principal facility is located in San Francisco, California. The Company also leases office space in various locations with expiration dates between 2017 and 2024. The lease agreements often include leasehold improvement incentives, escalating lease payments, renewal provisions and other provisions which require the Company to pay taxes, insurance, maintenance costs or defined rent increases. All of Company’s leases are accounted for as operating leases. Future minimum payments under the Company’s noncancelable lease agreements as of September 30, 2017 were as follow (in thousands):

 
Total
Remaining 2017
$
9,244

2018
40,767

2019
46,623

2020
42,860

2021
41,296

Thereafter
100,317

Total future minimum lease payments
$
281,107


 
Legal Proceedings

Jawbone. On May 27, 2015, Aliphcom, Inc. d/b/a Jawbone (“Jawbone”) filed a lawsuit in the Superior Court of California in the County of San Francisco against the Company and certain of its employees who were formerly employed by Jawbone, alleging trade secret misappropriation and unfair and unlawful business practices against all defendants, and alleging breach of contract and breach of implied covenant of good faith and fair dealing against the employee defendants. The complaint seeks unspecified damages, including punitive damages and injunctive relief. On June 23, 2016, Jawbone filed a Second Amended Complaint, adding an additional employee defendant and related allegations. The trial is currently scheduled for April 30, 2018.
On June 10, 2015, Jawbone and BodyMedia, Inc., a wholly-owned subsidiary of Jawbone (“BodyMedia”), filed a lawsuit against the Company in the U.S. District Court for the Northern District of California alleging that the Company infringes certain U.S. patents. The complaint seeks unspecified compensatory damages and attorneys’ fees from the Company and to permanently enjoin the Company from making, manufacturing, using, selling, importing, or offering the Company’s products for sale. The lawsuit has been stayed pending resolution of the investigation in the U.S. International Trade Commission (the “ITC”).
On July 7, 2015, Jawbone and BodyMedia filed a complaint with the ITC requesting an investigation into purported violations of the Tariff Act of 1930 by the Company and Flextronics International Ltd. and Flextronics Sales and Marketing (A-P) Ltd. The complaint makes the same patent infringement and trade secret misappropriation claims as the two earlier cases. The complaint seeks a limited exclusion order and a cease and desist order halting the importation and sale of the infringing products. The ITC instituted the investigation on August 17, 2015. As a result of motions, all of the patent infringement claims were dismissed from the case. A trial on the trade secrets allegations took place from May 9 to May 17, 2016. On August 23, 2016, the administrative law judge concluded that the Company did not misappropriate any Jawbone trade secrets. On October 20, 2016, the ITC terminated the investigation in the ITC. Jawbone has appealed the dismissal of the patent infringement claims to the Federal Circuit. Oral argument has been scheduled for November 9, 2017.
On September 3, 2015, the Company filed a complaint for patent infringement against Jawbone in the U.S. District Court for the District of Delaware, asserting that Jawbone’s activity trackers infringe certain U.S. patents. This case has been transferred to the U.S. District Court for the Northern District of California. The trial is currently scheduled for July 13, 2020. On September 8, 2015, the Company filed a complaint for patent infringement against Jawbone in the U.S. District Court for the Northern District of California, asserting that Jawbone’s activity trackers infringe certain U.S. patents. No trial date has been set. On October 29, 2015, the Company filed a complaint for patent infringement against Jawbone in the U.S. District Court for the District of Delaware, asserting that Jawbone’s activity trackers infringe certain U.S. patents. That case has also been transferred to the U.S. District Court for the Northern District of California. No trial date has been set.

21
FITBIT, INC.
Notes to Condensed Consolidated Financial Statements (Continued)


On November 2, 2015, the Company filed a complaint with the ITC requesting an investigation into violations of the Tariff Act of 1930 by Jawbone and Body Media. The complaint asserts that Jawbone’s products infringe certain U.S. patents. The complaint seeks a limited exclusion order and a cease and desist order halting the importation and sale of infringing products. The ITC instituted the investigation on December 1, 2015. On December 23, 2016, the Company filed a motion to terminate the investigation, and the ITC terminated the investigation on February 1, 2017.
On August 12, 2016, the Company was notified by Jawbone that Jawbone had received a confidential subpoena from the U.S. Attorney’s Office for the Northern District of California requesting certain of the Company’s confidential business information that appeared to be related to Jawbone’s allegations of trade secret misappropriation. On February 17, 2017, the Company received a subpoena from the same office. The Company is cooperating with the U.S. Attorney’s Office.
The Company intends to vigorously defend and prosecute each of the Jawbone litigation matters and, based on its review, the Company believes it has valid defenses and claims with respect to each of these matters. However, litigation is inherently uncertain, and any judgment or injunctive relief entered against the Company or any adverse settlement could materially and adversely impact its business, financial condition, operating results, and prospects. Regarding the Jawbone-related legal proceedings, because the outstanding matters are still in the early stages of litigation, the Company is unable to estimate a reasonably possible loss or range of loss, if any, that may result from these matters. In addition, these litigation matters are complex, likely to involve significant management time and attention, and the cost of defending and prosecuting these matters is likely to be expensive, regardless of outcome.
Sleep Tracking. On May 8, 2015, a purported class action lawsuit was filed against the Company in the U.S. District Court for the Northern District of California, alleging that the sleep tracking function available in certain trackers does not perform as advertised. Plaintiffs seek class certification, restitution, an award of unspecified compensatory and punitive damages, an award of reasonable costs and expenses, including attorneys’ fees, and other further relief as the Court may deem just and proper. On January 31, 2017, plaintiffs filed a motion for class certification. A ruling on this matter has not yet issued. On April 20, 2017, the Company filed a motion for summary judgment. The hearing on this motion was held on August 31, 2017. All other dates, including the prior trial date of July 10, 2017, have been vacated.

The Company believes that the plaintiffs’ allegations are without merit, and intends to vigorously defend against the claims. Because the Company is in the early stages of this litigation matter, the Company is unable to estimate a reasonably possible loss or range of loss, if any, that may result from this matter.

Heart Rate Tracking. On January 6, 2016 and February 16, 2016, two purported class action lawsuits were filed against the Company in the U.S. District Court for the Northern District of California, alleging that the PurePulse® heart rate tracking technology does not consistently and accurately record users’ heart rates. Plaintiffs allege common law claims as well as violations of various states’ false advertising and unfair competition statutes, and seek class certification, injunctive and declaratory relief, restitution, an award of unspecified compensatory damages, exemplary damages, punitive damages, and statutory penalties and damages, an award of reasonable costs and expenses, including attorneys’ fees, and other further relief as the Court may deem just and proper. On April 15, 2016, the plaintiffs filed a Consolidated Master Class Action Complaint and, on May 19, 2016, filed an Amended Consolidated Master Class Action Complaint. On January 9, 2017, the Company filed a motion to compel arbitration. On October 11, 2017, the Court granted the motion to compel arbitration.
The Company believes that the plaintiffs’ allegations are without merit, and intends to vigorously defend against the claims. Because the Company is in the early stages of this litigation matter, the Company is unable to estimate a reasonably possible loss or range of loss, if any, that may result from this matter.
Securities Litigation. On January 11, 2016, a putative securities class action was filed in the U.S. District Court for the Northern District of California naming as defendants the Company, certain of its officers and directors, and the underwriters of the Company’s initial public offering (the “IPO”). On May 10, 2016, the Court appointed the Fitbit Investor Group (consisting of five individual investors) as lead plaintiff, and an Amended Complaint was filed on July 1, 2016. Plaintiffs allege violations of the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended, based on alleged materially false and misleading statements about the Company’s products between October 27, 2014 and November 23, 2015. Plaintiffs seek to represent a class of persons who purchased or otherwise acquired the Company’s securities (i) on the open market between June 18, 2015 and May 19, 2016; and/or (ii) pursuant to or traceable to the IPO. Plaintiffs seek class certification, an award of unspecified compensatory damages, an award of reasonable costs and expenses, including attorneys’ fees, and other further relief as the Court may deem just and proper.

22
FITBIT, INC.
Notes to Condensed Consolidated Financial Statements (Continued)


On April 28, 2016, a putative class action lawsuit alleging violations of the Securities Act was filed in the Superior Court of California, County of San Mateo, naming as defendants the Company, certain of its officers and directors, the underwriters of the IPO, and a number of its investors. Plaintiffs allege that the IPO registration statement contained material misstatements about the Company’s products. Plaintiffs seek to represent a class of persons who purchased the Company’s common stock in and/or traceable to the IPO and/or the November 2015 follow-on public offering (the “Secondary Offering”). Plaintiffs seek class certification, an award of unspecified compensatory damages, an award of reasonable costs and expenses, including attorneys’ fees, and other further relief as the Court may deem just and proper. On May 17, 2016, a similar class action lawsuit was filed in the Superior Court of California, County of San Francisco. The cases have now been consolidated in the County of San Francisco. On April 7, 2017, the Court granted a motion to dismiss the Section 11 claim based on the Secondary Offering and stayed the cases.
On November 11, 2016, a derivative lawsuit was filed in the U.S. District Court for the Northern District of California derivatively on behalf of the Company naming as defendants certain of its officers and directors and as a nominal defendant the Company. Plaintiffs allege breach of fiduciary duty based on the same set of alleged facts in the federal and state securities class action litigation. On February 3, 2017, a second derivative lawsuit was filed in the U.S. District Court for the District of Delaware on the same allegations. Both Courts have ordered a stay in these two cases.
On June 1, 2017 and June 9, 2017, two additional derivative complaints were filed in the Delaware Court of Chancery. Plaintiffs allege breach of fiduciary duty misappropriation of information against certain defendants who sold shares in the IPO and/or the Secondary Offering. On June 27, 2017, a fifth derivative lawsuit was filed in the U.S. District Court for the Northern District of California on the same allegations.
On June 27, 2017, an individual investor lawsuit alleging violations of the Securities Act and state law claims for statutory fraud and unfair business practice was filed in the Superior Court of California, County of Alameda, naming as defendants the Company and certain of its officers. The allegations are based on the same set of alleged facts in the federal and state securities class action litigation.
The Company believes that the plaintiffs’ allegations in these actions are without merit, and intends to vigorously defend against the claims. Because the Company is in the early stages of these litigation matters, the Company is unable to estimate a reasonably possible loss or range of loss, if any, that may result from these matters.
Other. The Company is and, from time to time, may in the future become, involved in other legal proceedings in the ordinary course of business. The Company currently believes that the outcome of any of these existing legal proceedings, including the aforementioned cases, either individually or in the aggregate, will not have a material impact on the operating results, financial condition or cash flows of the Company. With respect to existing legal proceedings, the Company has either determined that the existence of a material loss is not reasonably possible or that it is unable to estimate a reasonably possible loss or range of loss. The Company may incur substantial legal fees, which are expensed as incurred, in defending against these legal proceedings.
Indemnifications

In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. Pursuant to such agreements, the Company may indemnify, hold harmless and defend an indemnified party for losses suffered or incurred by the indemnified party. Some of the provisions will limit losses to those arising from third-party actions. In some cases, the indemnification will continue after the termination of the agreement. The maximum potential amount of future payments the Company could be required to make under these provisions is not determinable. To date, the Company has not incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. The Company has also entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers to the fullest extent permitted by Delaware corporate law. The Company also currently has directors’ and officers’ insurance.
 

23
FITBIT, INC.
Notes to Condensed Consolidated Financial Statements (Continued)


7.    Stockholders’ Equity
 
Stock Option Exchange

On April 13, 2017, the Company filed its definitive proxy statement, submitting to stockholders a proposal for a stock option exchange program (the “Program”). The Program would allow the Company employees, including its executive officers other than its President, Chief Executive Officer, and Chairman, Chief Technology Officer, and Chief Financial Officer (“Eligible Employees”), to exchange out-of-the-money or “underwater” options to purchase shares of the Company’s Class A common stock or Class B common stock currently held by such Eligible Employees for a lesser number of restricted stock units (“RSUs”) that may be settled for shares of its Class A common stock, (“New RSUs”), under the Company’s 2015 Equity Incentive Plan (the “2015 Plan”). Each New RSU represents an unfunded right to receive one share of the Company’s Class A common stock on a date in the future, which generally is the date on which the New RSU will vest. Eligible Employees participating in the Program would receive one New RSU for every two “out-of-the-money” options that they exchange. The New RSUs would generally vest over the remaining vesting period of the exchanged option (subject to a one-year minimum vesting period). None of the members of the Company’s board of directors were eligible to participate in the Program. On May 25, 2017, the Company’s stockholders approved the Program at the 2017 Annual Meeting of Stockholders. The Company subsequently commenced the Program by filing a tender offer statement on Schedule TO with the SEC on June 21, 2017. The Program expired on July 19, 2017. A total of 3.7 million “underwater” stock options were tendered by the Eligible Employees, representing approximately 85% of the stock options eligible for exchange. On July 20, 2017, the Company granted an aggregate of 1.8 million New RSUs under the 2015 Plan in exchange for the “underwater” stock options tendered. The completion of the Program resulted in total incremental unrecognized stock-based compensation expense of $8.5 million, to be recognized over the greater of one year or the remaining vesting service period of the tendered stock options.

Equity Incentive Plans

In May 2015, the Company’s board of directors and stockholders adopted and approved the 2015 Plan. The 2015 Plan became effective on June 16, 2015 and serves as the successor to the Amended and Restated 2007 Stock Plan (the “2007 Plan”). The Company ceased granting awards under the 2007 Plan, and any outstanding stock options and RSUs granted under the 2007 Plan would remain subject to the terms of the 2007 Plan. As of September 30, 2017, 14.8 million shares of Class A common stock were reserved and available for future issuance under the 2015 Plan.

Stock Options
 
Stock option activity under the equity incentive plans was as follows:
 
Stock Options Outstanding
 
Number of
Shares Subject
to
Stock Options
 
Weighted–
Average
Exercise
Price
 
Aggregate
Intrinsic
Value (1)
 
(in thousands)
 
 
 
(in thousands)
Balance—December 31, 2016
34,454

 
$
3.85

 
 
Granted
1,150

 
5.63

 
 
Exercised
(6,634
)
 
1.15

 


Forfeited or canceled
(6,775
)
 
9.59

 
 
Balance—September 30, 2017
22,195

 
2.99

 
$
93,199

 
 
 
 
 
 
Stock options exercisable—September 30, 2017
16,455

 
2.42

 
77,220

Stock options vested and expected to vest—September 30, 2017
22,084

 
2.99

 
92,872

 
(1) The aggregate intrinsic values of stock options outstanding, exercisable, vested and expected to vest as of September 30, 2017 were calculated as the difference between the exercise price of the stock options and the fair value of the Class A common stock of $6.96 as of September 30, 2017.


24
FITBIT, INC.
Notes to Condensed Consolidated Financial Statements (Continued)


 Restricted Stock Units
 
RSU activity under the equity incentive plans was as follows:
 
RSUs
Outstanding
 
Weighted-
Average
Grant Date
Fair Value
 
(in thousands)
 
 
Unvested balance—December 31, 2016
11,578

 
$
16.85

Granted
14,499

 
6.55

Vested
(4,673
)
 
12.81

Forfeited or canceled
(3,909
)
 
12.94

Unvested balance—September 30, 2017
17,495

 
10.27

 

Employee Stock Purchase Plan

In May 2015, the Company’s board of directors adopted the 2015 Employee Stock Purchase Plan (the “2015 ESPP”), which became effective on June 17, 2015. A total of 3.8 million shares of Class A common stock were initially reserved for issuance under the 2015 ESPP. The 2015 ESPP allows eligible employees to purchase shares of the Company’s Class A common stock through payroll deductions at a price per share equal to 85% of the lesser of the fair market value of the Company’s Class A common stock (i) on the first trading day of the applicable offering period and (2) the last trading day of each purchase period in the applicable offering period. Except for the initial offering period, the 2015 ESPP provides for 6-month offering periods beginning in May and November of each year. The initial offering period began June 17, 2015 and ended in May 2016.

Warrant

On July 10, 2017, the Company issued a warrant to purchase 0.5 million shares of Class A common stock. The warrant is exercisable based on service and performance-based conditions and has an exercise price of $5.23 per share and a contractual term of ten years. As of September 30, 2017, 0.5 million warrants were outstanding.

Stock-Based Compensation Expense
 
Total stock-based compensation expense recognized was as follows (in thousands):
 
 
Three Months Ended
 
Nine Months Ended
 
September 30, 2017
 
October 1, 2016
 
September 30, 2017
 
October 1, 2016
 
 
 
 
 
 
 
 
Cost of revenue
$
1,379

 
$
1,014

 
$
2,889

 
$
3,407

Research and development
12,947

 
12,314

 
40,280

 
34,432

Sales and marketing
3,679

 
3,030

 
11,301

 
8,492

General and administrative
4,792

 
3,647

 
12,786

 
11,844

Total stock-based compensation expense
$
22,797

 
$
20,005

 
$
67,256

 
$
58,175

 
As of September 30, 2017, the total unrecognized stock-based compensation expense related to unvested stock options and RSUs was $179.9 million, which the Company expects to recognize over an estimated weighted average period of 2.2 years.
 
8.     Income Taxes
  
The Company is subject to income tax in the United States as well as other tax jurisdictions in which it conducts business. Earnings from non-U.S. activities are subject to local country income tax.

For the three and nine months ended September 30, 2017, the Company recorded an expense for income taxes of $86.2 million and $51.9 million, respectively, for an effective tax rate of (317.3)% and (28.8)%, respectively. The effective tax rate for

25
FITBIT, INC.
Notes to Condensed Consolidated Financial Statements (Continued)


the nine months ended September 30, 2017 was different than the statutory federal tax rate primarily due to the impact of a valuation allowance recorded against U.S. deferred tax assets, and the mix of income between United States and foreign jurisdictions.

The Company regularly assesses the need for a valuation allowance against its deferred tax assets. In making that assessment, the Company considers both positive and negative evidence related to the likelihood of realization of the deferred tax assets to determine, based on the weight of available evidence, whether it is more likely than not that some or all of the deferred tax assets will not be realized. The realization of deferred tax assets is primarily dependent on us generating sufficient U.S. and foreign taxable income in future fiscal years. In addition to considering forecasts of future taxable income, the Company is also required to evaluate and quantify other possible sources of taxable income in order to assess the realization of its deferred tax assets, namely the reversal of existing deferred tax liabilities, the carry back of losses and credits as allowed under current tax law, and the implementation of tax planning strategies.

In evaluating the need for a valuation allowance, and determining that a valuation allowance was appropriate in the period, the Company considered its recent trend of losses and the fact that it has had four consecutive quarters of losses. In addition, the Company took into account in the period the fact that there was greater clarity following another quarter of results than was available in earlier periods. During the nine month period ended September 30, 2017, the Company recorded a $111.4 million valuation allowance against a portion of its U.S. deferred tax assets as it determined, within the period, it would not meet the more likely than not threshold.  The Company believes that a portion of its deferred tax assets will be realized through the carryback of losses and credits. Accordingly, a valuation allowance is only recorded against the excess deferred tax assets that will not be realized. As of September 30, 2017, the Company has recognized a tax receivable of approximately $75.0 million related to the anticipated carryback of losses incurred in the current year to prior taxable periods. The Company has also recognized U.S. net deferred tax assets, after the valuation allowance, of $41.9 million as of September 30, 2017 related to future deductions that will again result in additional loss carrybacks and corresponding refunds of prior taxes paid. The Company will continue to assess the realizability of the deferred tax assets in each of the applicable jurisdictions going forward and adjust the valuation allowance accordingly.

For the three and nine months ended October 1, 2016, the Company recorded an expense for income taxes of $18.3 million and $31.9 million, respectively, for an effective tax rate of 41.2% and 42.3%, respectively. The effective tax rate for the nine months ended October 1, 2016 was higher than the statutory federal tax rate primarily due to the effect of an out-of-period adjustment recorded in the three months ended April 2, 2016, the mix of income between the United States and foreign jurisdictions, unrecognized tax benefits, and a permanent domestic production activities deduction.

As of September 30, 2017, the total amount of gross unrecognized tax benefits on our condensed consolidated balance sheet was $37.0 million, of which $28.5 million would affect the effective tax rate if recognized. The timing of the resolution of income tax examinations is highly uncertain as are the amounts and timing of tax payments that are part of any audit settlement process. These events could cause large fluctuations in the balance sheet classification of non-current assets and liabilities. The Company believes that within the next 12 months, it is reasonably possible that either certain audits will conclude or statutes of limitations on certain income tax examination periods will expire, or both. Given the uncertainties described above, the Company can only determine a range of estimated potential decreases in underlying unrecognized tax benefits ranging from $0 to approximately $5.5 million.

26
FITBIT, INC.
Notes to Condensed Consolidated Financial Statements (Continued)




9.    Net Income (Loss) per Share
 
The following table sets forth the computation of the Company’s basic and diluted net income (loss) per share (in thousands, except per share amounts):
 
Three Months Ended
 
Nine Months Ended
 
September 30, 2017
 
October 1, 2016
 
September 30, 2017
 
October 1, 2016
Numerator:
 
 
 
 
 
 
 
Net income (loss)
$
(113,403
)
 
$
26,120

 
$
(231,722
)
 
$
43,496

 
 
 
 
 
 
 
 
Denominator:
 
 
 
 
 
 
 
Weighted-average shares of common stock—basic for Class A and Class B
234,242

 
222,412

 
230,918

 
219,079

Effect of dilutive securities
—

 
21,275

 
—

 
23,573

Weighted-average shares of common stock—diluted for Class A and Class B
234,242

 
243,687

 
230,918

 
242,652

Net income (loss) per share:
 
 
 
 
 
 
 
Basic
$
(0.48
)
 
$
0.12

 
$
(1.00
)
 
$
0.20

Diluted
$
(0.48
)
 
$
0.11

 
$
(1.00
)
 
$
0.18


The following potentially dilutive common shares were excluded from the computation of diluted net income (loss) per share for the periods presented because including them would have been anti-dilutive (in thousands):
 
Three Months Ended
 
Nine Months Ended
 
September 30, 2017
 
October 1, 2016
 
September 30, 2017
 
October 1, 2016
 
 
 
 
 
 
 
 
Stock options to purchase common stock
14,768

 
3,553

 
18,874

 
3,549

RSUs
9,791

 
3,063

 
10,235

 
3,611

Warrants
411

 
—

 
137

 
—

Diluted impact of ESPP
73

 
—

 
125

 
—

Diluted common stock subject to vesting
100

 
—

 
113

 
—

Total
25,143

 
6,616

 
29,484

 
7,160

 
10.    Significant Customer Information and Other Information
 
Retailer and Distributor Concentration
 
As described in Note 1 above, Wynit filed for bankruptcy protection in September 2017. Wynit was the Company’s largest customer prior to its bankruptcy filing, representing 11% of total revenue during the six months ended July 1, 2017 and 19% of total accounts receivables as of July 1, 2017.

Retailers and distributors with revenue equal to or greater than 10% of total revenue for the three and nine months ended September 30, 2017 and October 1, 2016 were as follows:

27
FITBIT, INC.
Notes to Condensed Consolidated Financial Statements (Continued)


 
Three Months Ended
 
Nine Months Ended
 
September 30, 2017
 
October 1, 2016
 
September 30, 2017
 
October 1, 2016
 
 
 
 
 
 
 
 
A
17
%
 
14
%
 
14
%
 
14
%
B
12

 
*

 
*

 
*

C
*

 
13

 
*

 
12

D
*

 
10

 
*

 
15

* Represents less than 10%.

Retailers and distributors that accounted for equal to or greater than 10% of accounts receivable at September 30, 2017 and December 31, 2016 were as follows:
 
September 30,
2017
 
December 31,
2016
 
 
 
 
 
 
A
17
%
 
19
%
B
16

 
*

C
10

 
*

D
*

 
16

E
*

 
12

 
* Represents less than 10%.

Geographic and Other Information
 
Revenue by geographic region, based on ship-to destinations, was as follows (in thousands):
 
Three Months Ended
 
Nine Months Ended
 
September 30, 2017
 
October 1, 2016
 
September 30, 2017
 
October 1, 2016
 
 
 
 
 
 
 
 
United States
$
244,204

 
$
361,239

 
$
613,825

 
$
1,158,116

Americas excluding United States
25,276

 
25,939

 
69,656

 
76,708

Europe, Middle East, and Africa
88,672

 
80,932

 
285,045

 
255,127

APAC
34,370

 
35,692

 
76,237

 
105,735

Total
$
392,522

 
$
503,802

 
$
1,044,763

 
$
1,595,686

 
As of September 30, 2017 and December 31, 2016, long-lived assets, which represent property and equipment, located outside the United States were $26.7 million and $30.1 million, respectively.
 
11.   Acquisitions

2016 Acquisitions

In December 2016, the Company completed a purchase of certain assets from Pebble Industries, Inc., a privately-held company (“Pebble”), which was accounted for as a business combination, for total cash consideration of $23.4 million, of which $9.6 million was allocated to developed technology intangible assets, $14.4 million to goodwill, and $0.6 million to assumed liabilities. Approximately $3.5 million of the consideration payable to Pebble was held as partial security for certain indemnification obligations, and will be held back for payment until March 2018. The acquisition is expected to enhance the features and functionality of the Company’s devices. The amortization period of the acquired developed technology is approximately 5 years. Goodwill is deductible for tax purposes.

In December 2016, the Company completed a purchase of certain assets from Vector Watch S.R.L., a privately-held company (“Vector Watch”), which was accounted for as a business combination, for total cash consideration of $15.0 million, of which $3.9 million was allocated to developed technology intangible assets, $11.4 million to goodwill, and $0.3 million to assumed liabilities. Approximately $2.3 million of the consideration payable to Vector Watch was held as partial security for certain indemnification

28
FITBIT, INC.
Notes to Condensed Consolidated Financial Statements (Continued)


obligations, and will be held back for payment until December 2018. The acquisition is expected to enhance the features and functionality of the Company’s devices. The amortization period of the acquired developed technology is approximately 2.5 years. Goodwill is deductible for tax purposes.

In May 2016, the Company completed a purchase of certain assets from Coin, Inc., a privately-held company, which was accounted for as a business combination, for total cash consideration of $7.0 million, of which $3.9 million was allocated to in-process research and development intangible assets, and $3.1 million to goodwill. The acquisition is expected to enhance the features and functionality of the Company’s devices. In-process research and development is not amortized until the completion or abandonment of the related development. Goodwill is deductible for tax purposes.


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 
As discussed in the section titled “Note About Forward-Looking Statements,” the following discussion and analysis contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” included under Part II, Item 1A below.


Overview
 
Our mission is to help people lead healthier, more active lives by empowering them with data, inspiration, and guidance to reach their goals.

Fitbit is transforming the way millions of people around the world achieve their health and fitness goals. The Fitbit platform combines wearable devices with connected health solutions via software and services, including an online dashboard and mobile apps, data analytics, motivational and social tools, personalized insights, and virtual coaching through customized fitness plans and interactive workouts. Our platform helps people become more active, exercise more, sleep better, eat smarter, and manage their weight. Fitbit appeals to a large, mainstream health and fitness market by addressing these key needs with advanced technology embedded in simple-to-use products and services. We pioneered the wearable device market starting in 2007, and since then, we have grown into a leading global health and fitness brand.
 
We generate substantially all of our revenue from sales of wearable devices. We sell our products in over 46,000 retail stores and in 78 countries, through our retailers’ websites, through our online store at Fitbit.com, and as part of our corporate wellness offering. We seek to continue to build global brand awareness, increase product adoption, and drive sales through our sales and marketing efforts. We intend to continue to significantly invest in these sales and marketing efforts in the future.

During the third quarter of 2017, we announced several new products including Fitbit Ionic, our first smartwatch, Fitbit Flyer, our first wireless headphone, and Fitbit Aria 2, our reengineered smart scale.

•Fitbit Ionic is our first smartwatch, built on a health and fitness platform, that offers GPS tracking, on-device workouts, heart rate tracking, and water resistance up to 50 meters. Ionic also offers contactless payments, on-board music, notifications, and several apps. We began shipping Fitbit Ionic towards the end of the third quarter of 2017.

•Fitbit Flyer is our first wireless headphone designed for fitness. It delivers two sound profiles for a personalized experience and with seamless connectivity to Fitbit Ionic, users can listen to their favorite music or Audio Coaching sessions (through the new Fitbit Coach app), without the need for a phone. We began shipping Fitbit Flyer towards the end of the third quarter of 2017.

•Fitbit Aria 2 is a reengineered Wi-Fi enabled smart scale that helps track and understand body composition including weight, body fat percentage, lean mass and body mass index (“BMI”). We expect to ship Fitbit Aria 2 in the fourth quarter of 2017.

The following are financial highlights for the three and nine months ended September 30, 2017 and October 1, 2016:

29

 
Three Months Ended
 
Nine Months Ended
 
September 30, 2017
 
October 1, 2016
 
September 30, 2017
 
October 1, 2016
 
 (in thousands)
Revenue
$
392,522

 
$
503,802

 
$
1,044,763

 
$
1,595,686

Net income (loss)
$
(113,403
)
 
$
26,120

 
$
(231,722
)
 
$
43,496

Adjusted EBITDA
$
5,853

 
$
80,786

 
$
(74,622
)
 
$
174,219

Devices sold
3,624

 
5,283

 
9,952

 
15,798


See the section titled “Key Business Metrics” for additional information regarding devices sold and adjusted EBITDA, including a reconciliation of adjusted EBITDA to net income (loss).

In September 2017, Wynit Distribution (“Wynit”) filed for bankruptcy protection under Chapter 11 of the United States Bankruptcy Code. Wynit was our largest customer, historically representing 11% of total revenue during the six months ended July 1, 2017 and 19% of total accounts receivables as of July 1, 2017. In connection with Wynit’s bankruptcy filing, we believe that the collectability of the product shipments to Wynit during the third quarter of 2017 was not reasonably assured. However, as of July 1, 2017, collectability of accounts receivables from Wynit was reasonably assured.

We ceased to recognize revenue from Wynit, which totaled $8.1 million during the third quarter of 2017. Additionally, we recorded a charge of $35.8 million during the third quarter ended September 30, 2017 comprised of cost of revenue of $5.5 million associated with shipments to Wynit in the third quarter of 2017 and bad debt expense of $30.3 million associated with all of Wynit’s outstanding accounts receivables. We maintain credit insurance that covers a portion of the exposure related to our customer receivables. We recorded an insurance receivable based on an analysis of our insurance policies, including their exclusions, an assessment of the nature of the claim, and information from our insurance carrier. As of September 30, 2017, we recorded an insurance receivable of $26.8 million, which is included in prepaid expenses and other current assets, associated with the amount we concluded is probable related to the claim. The $26.8 million insurance receivable allowed us to recover $22.7 million of bad debt expense and $4.1 million of cost of revenue, resulting in a net charge of $9.0 million in the consolidated statement of operations comprised of net bad debt expense of $7.6 million and net cost of revenue of $1.4 million. We will continue to assess the probable amount of insurance proceeds expected to be received in future reporting periods until the final resolution, and make adjustments, if necessary, based on additional facts as they arise.
 
During the third quarter of 2017, we recorded a $111.4 million valuation allowance against a portion of its U.S. deferred tax assets as it determined, within the period, it would not meet the more likely than not threshold. See Note 8 for additional information.

In January 2017, we announced cost-efficiency measures to be implemented in 2017 that include realigning sales and marketing spend and improved optimization of research and development investments. In addition, we announced a reorganization, including a reduction in workforce. This reorganization impacted approximately 110 employees, or approximately 6% of our global workforce. We recorded $6.4 million in total restructuring expenses in the first quarter of 2017. We anticipate that we will substantially complete the reorganization by the end of the fourth quarter of 2017.





Key Business Metrics
 
In addition to the measures presented in our condensed consolidated financial statements, we use the following key metrics to evaluate our business, measure our performance, develop financial forecasts, and make strategic decisions.

Devices Sold
 
Devices sold represents the number of wearable devices that are sold during a period, net of expected returns and provisions for the Fitbit Force recall. We define wearables to include connected health and fitness trackers, fitness watches, smartwatches and devices beyond the wrist. Devices sold does not include sales of accessories, including headphones. Growth rates between devices sold and revenue are not necessarily correlated because our revenue is affected by other variables, such as the types of products sold during the period, the introduction of new product offerings that have different U.S. manufacturer’s suggested retail prices, and sales of accessories and premium services.
 
Activations - Repeat and Re-Activated Users

We define an “Activation” as the first instance of a Fitbit device (excluding Aria, Aria 2, Flyer and other accessories) pairing to a user account during the three months ending on the date of measurement.  A "Repeat User" is defined as a Fitbit user who previously paired another Fitbit device to his or her account.  A “Re-Activated User” is defined as Repeat User who has not synced his or her device and taken at least 100 steps for 90 days or more. In the three months ended September 30, 2017, 42.1% of activations came from Repeat Users, with Re-Activated Users representing 38.7% of Repeat Users. In the three months ended October 1, 2016, 44.0% of activations came from Repeat Users, with Re-Activated Users representing 27.8% of Repeat Users. We believe that the activations metric is a potential indicator of repeat purchase behavior but not a guarantee of repeat purchase behavior.  Actual repeat purchase behavior may depend on a number of factors, including but not limited to our ability to anticipate and satisfy consumer preferences. 

Adjusted EBITDA
 
To supplement our condensed consolidated financial statements presented in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”), we monitor and consider adjusted EBITDA, which is a non-GAAP financial measure. This non-GAAP financial measure is not based on any standardized methodology prescribed by U.S. GAAP and is not necessarily comparable to similarly titled measures presented by other companies.

We define adjusted EBITDA as net income (loss) adjusted to exclude stock-based compensation expense, depreciation and intangible assets amortization, restructuring expense, litigation expense (credit) related to the litigation matters with Aliphcom, Inc. d/b/a Jawbone (“Jawbone”), interest income, net, and income tax expense (benefit). We began excluding Jawbone-related litigation expense (credit) in the second quarter of 2016 because we do not believe these expenses (credits) have a direct correlation to the operations of our business and because of the singular nature of the claims underlying the Jawbone litigation matters.

We use adjusted EBITDA to evaluate our operating performance and trends and make planning decisions. We believe that adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of the expenses and other items that we exclude in adjusted EBITDA. In particular, the exclusion of the effect of stock-based compensation expense and certain expenses in calculating adjusted EBITDA can provide a useful measure for period-to-period comparisons of our business. Accordingly, we believe that adjusted EBITDA provides useful information to investors and others in understanding and

30

evaluating our operating results, enhancing the overall understanding of our past performance and future prospects, and allowing for greater transparency with respect to a key financial metric used by our management in its financial and operational decision-making.

Adjusted EBITDA is not prepared in accordance with U.S. GAAP, and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with U.S. GAAP. There are a number of limitations related to the use of this non-GAAP financial measure rather than net income, which is the nearest U.S. GAAP equivalent of adjusted EBITDA. For example, adjusted EBITDA excludes stock-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy. Accordingly, adjusted EBITDA should be considered along with other operating and financial performance measures presented in accordance with U.S. GAAP.

The following table presents a reconciliation of net income (loss) to adjusted EBITDA (in thousands):


 
Three Months Ended
 
Nine Months Ended
 
September 30, 2017
 
October 1, 2016
 
September 30, 2017
 
October 1, 2016
Net income (loss)
$
(113,403
)
 
$
26,120

 
$
(231,722
)
 
$
43,496

Stock-based compensation expense
22,797

 
20,005

 
66,528

 
58,175

Depreciation and intangible assets amortization
10,520

 
11,275

 
32,472

 
25,461

Restructuring
—

 
—

 
6,375

 
—

Litigation expense
874

 
6,062

 
2,293

 
17,620

Interest income, net
(1,162
)
 
(970
)
 
(2,451
)
 
(2,391
)
Income tax expense
86,227

 
18,294

 
51,883

 
31,858

Adjusted EBITDA
$
5,853

 
$
80,786

 
$
(74,622
)
 
$
174,219


Non-GAAP free cash flow

We define non-GAAP free cash flow as net cash provided by operating activities less purchase of property and equipment. We consider free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated by the business that can possibly be used for investing in our business and strengthening ​our balance sheet, but it is not intended to represent the residual cash flow available for discretionary expenditures. Non-GAAP free cash flow is not prepared in accordance with U.S. GAAP, and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with U.S. GAAP.

The following table presents a reconciliation of net cash provided by operating activities to non-GAAP free cash flow (in thousands):
 
Nine Months Ended
 
September 30, 2017
 
October 1, 2016
Net cash provided by operating activities
$
8,718

 
$
65,718

Purchase of property and equipment
(58,199
)
 
(66,798
)
Non-GAAP free cash flow
$
(49,481
)
 
$
(1,080
)
Net cash used in investing activities
$
(32,913
)
 
$
(330,870
)
Net cash provided by financing activities
$
3,089

 
$
13,852

 
Components of our Operating Results
 
Revenue
 
We generate substantially all of our revenue from the sale of our wearable devices and accessories. We also generate a small portion of our revenue from our subscription-based premium services.
 
Cost of Revenue
 
Cost of revenue consists of product costs, including costs of contract manufacturers for production, shipping and handling costs, warranty replacement costs, packaging, fulfillment costs, manufacturing and tooling equipment depreciation, warehousing costs, excess and obsolete inventory write-downs, amortization of developed technology intangible assets acquired, and certain allocated costs related to management, facilities, and personnel-related expenses and other expenses associated with supply chain logistics. Personnel-related expenses include salaries, bonuses, benefits, and stock-based compensation.

Operating Expenses
 
Operating expenses consist of research and development, sales and marketing, and general and administrative expenses.
 
Research and Development. Research and development expenses consist primarily of personnel-related expenses, consulting and contractor expenses, tooling and prototype materials, and allocated overhead costs.
 

31

Substantially all of our research and development expenses are related to developing new products and services and improving our existing products and services. To date, research and development expenses have been expensed as incurred, because the period between achieving technological feasibility and the release of products and services for sale has been short and development costs qualifying for capitalization have been insignificant.
 
Sales and Marketing. Sales and marketing expenses represent a significant component of our operating expenses and consist primarily of advertising and marketing promotions of our products and services and personnel-related expenses, as well as sales incentives, trade show and event costs, sponsorship costs, consulting and contractor expenses, travel, point of purchase (“POP”), display expenses and related amortization, and allocated overhead costs.
 
General and Administrative. General and administrative expenses consist of personnel-related expenses for our finance, legal, human resources, and administrative personnel, as well as the costs of professional services, allocated overhead, information technology, bad debt expense, amortization of intangible assets acquired, and other administrative expenses.
 
Interest Income, Net
 
Interest income, net, consists of interest income earned on our cash and cash equivalents and marketable securities, interest expense associated with our debt financing arrangements, and amortization of debt issuance costs.
 
Other Income (Expense), Net
 
Other income (expense), net, primarily consists of foreign currency gains and losses.
 
Income Tax Expense (Benefit)
 
We are subject to income taxes in the United States and foreign jurisdictions in which we do business. These foreign jurisdictions have statutory tax rates different from those in the United States. Accordingly, our effective tax rates will vary depending on the relative proportion of foreign to U.S. income, the utilization of foreign tax credits, and changes in tax laws.


Operating Results
 
The following tables set forth the components of our condensed consolidated statements of operations for each of the periods presented and as a percentage of our revenue for those periods. The period-to-period comparison of operating results is not necessarily indicative of results for future periods.
 
 
Three Months Ended
 
Nine Months Ended
 
September 30, 2017
 
October 1, 2016
 
September 30, 2017
 
October 1, 2016
 
(in thousands)
Consolidated Statements of Operations Data:
 
 
 
 
 
 
 
Revenue
$
392,522

 
$
503,802

 
$
1,044,763

 
$
1,595,686

Cost of revenue(1)
217,762

 
263,144

 
602,459

 
876,304

Gross profit
174,760

 
240,658

 
442,304

 
719,382

Operating expenses:
 
 
 
 
 
 
 
Research and development(1)
84,170

 
82,972

 
252,471

 
235,129

 Sales and marketing(1)
77,536

 
79,872

 
269,442

 
305,061

General and administrative(1)
40,690

 
33,333

 
102,815

 
106,297

Total operating expenses
202,396

 
196,177

 
624,728

 
646,487

Operating income (loss)
(27,636
)
 
44,481

 
(182,424
)
 
72,895

Interest income, net
1,162

 
970

 
2,451

 
2,391

Other income (expense), net
(702
)
 
(1,037
)
 
134

 
68

Income (loss) before income taxes
(27,176
)
 
44,414

 
(179,839
)
 
75,354

Income tax expense
86,227

 
18,294

 
51,883

 
31,858

Net income (loss)
$
(113,403
)
 
$
26,120

 
$
(231,722
)
 
$
43,496


(1)
Includes stock-based compensation expense as follows:

32

 
Three Months Ended
 
Nine Months Ended
 
September 30, 2017
 
October 1, 2016
 
September 30, 2017
 
October 1, 2016
 
 (in thousands)
Cost of revenue
$
1,379

 
$
1,014

 
$
2,889

 
$
3,407

Research and development
12,947

 
12,314

 
40,280

 
34,432

Sales and marketing
3,679

 
3,030

 
11,301

 
8,492

General and administrative
4,792

 
3,647

 
12,786

 
11,844

Total stock-based compensation expense
 
$
22,797

 
$
20,005

 
$
67,256

 
$
58,175



 
Three Months Ended
 
Nine Months Ended
 
September 30, 2017
 
October 1, 2016
 
September 30, 2017
 
October 1, 2016
 
(as a percentage of revenue)
Consolidated Statements of Operations Data:
 
 
 
 
 
 
 
Revenue
100
 %
 
100
%
 
100
 %
 
100
%
Cost of revenue
55

 
52

 
58

 
55

Gross profit
45

 
48

 
42

 
45

Operating expenses:
 
 
 
 
 
 
 
Research and development
21

 
16

 
24

 
15

Sales and marketing
20

 
16

 
26

 
19

General and administrative
10

 
7

 
10

 
6

Total operating expenses
51

 
39

 
60

 
40

Operating income (loss)
(6
)
 
9

 
(18
)
 
5

Interest income, net
—

 
—

 
—

 
—

Other income (expense), net
—

 
—

 
—

 
—

Income (loss) before income taxes
(6
)
 
9

 
(18
)
 
5

Income tax expense
24

 
4

 
5

 
2

Net income (loss)
(30
)%
 
5
%
 
(23
)%
 
3
%
 

Revenue
 
Three Months Ended
 
Change
 
Nine Months Ended
 
Change
(dollars in thousands)
September 30, 2017
 
October 1, 2016
 
$
 
%
 
September 30, 2017
 
October 1, 2016
 
$
 
%
Revenue
$
392,522

 
$
503,802

 
$
(111,280
)
 
(22
)%
 
$
1,044,763

 
$
1,595,686

 
$
(550,923
)
 
(35
)%

Revenue decreased $111.3 million, or 22%, from $503.8 million for the three months ended October 1, 2016 to $392.5 million for the three months ended September 30, 2017. Third quarter 2017 results continued to reflect lower demand compared to the same period in 2016 for our connected fitness devices, primarily in the United States. The decrease was primarily due to a 31% decline in the number of devices sold, from 5.3 million in the three months ended October 1, 2016 to 3.6 million in the three months ended September 30, 2017. The decrease was offset in part by a 12% increase in average selling price of our devices, from $93 for the three months ended October 1, 2016 to $105 for the three months ended September 30, 2017, primarily driven by favorable product mix during the period. Revenue from new product introductions (“NPI”), defined as new products shipped in the past 12 months as of September 30, 2017, decreased by 68% to $125.6 million, or 32% of revenue, in the three months ended September 30, 2017, compared to the same period in the prior fiscal year. NPI revenue for the quarter ended September 30, 2017 included Fitbit Alta HR and Fitbit Ionic. Revenue from Fitbit Ionic and Fitbit Flyer were immaterial since they began shipping towards the end of the third quarter of 2017. Revenue from our direct channel, Fitbit.com, increased from $27.6 million in the three months ended October 1, 2016 to $33.3 million, or 8% of revenue, in the three months ended September 30, 2017. In addition, Wynit’s bankruptcy filing resulted in the determination that collectability was not reasonably assured for revenue of $8.1 million associated with shipments made during the third quarter of 2017. As a result, we did not recognize revenue associated with these

33

shipments. Wynit’s bankruptcy filing had a minimal impact on the quarter since all of its business has been transferred to other distributors or our direct channel. See “Overview” section above for additional details of the Wynit bankruptcy.

Revenue decreased $550.9 million, or 35%, from $1,595.7 million for the nine months ended October 1, 2016 to $1,044.8 million for the nine months ended September 30, 2017. First nine months of 2017 results also continue to reflect lower demand for connected fitness devices, compared to the same period in 2016, primarily in the United States. A substantial majority of the decrease was due to a 37% decline in the number of devices sold, from 15.8 million in the nine months ended October 1, 2016 to 10.0 million in the nine months ended September 30, 2017. The decrease was offset in part by a 4% increase in average selling price of our devices, from $97 for the nine months ended October 1, 2016 to $101 for the nine months ended September 30, 2017, primarily driven by product mix changes, partially offset by price protection on certain products and rebates. NPI revenue decreased by 32% to $662.1 million, or 63% of revenue, in the nine months ended September 30, 2017, compared to the same period in the prior fiscal year. Revenue from our direct channel, Fitbit.com, increased from $96.9 million in the nine months ended October 1, 2016 to $118.9 million, or 11% of revenue, in the nine months ended September 30, 2017. In addition, Wynit’s bankruptcy filing resulted in the determination that collectability was not reasonably assured for revenue of $8.1 million associated with shipments made during the third quarter of 2017. As a result, we did not recognize revenue associated with these shipments.

U.S. revenue, based on ship-to destinations, decreased $117.0 million, or 32%, from $361.2 million for the three months ended October 1, 2016 to $244.2 million for the three months ended September 30, 2017. International revenue, based on ship-to destinations, increased $5.8 million, or 4%, from $142.6 million for the three months ended October 1, 2016 to $148.3 million for the three months ended September 30, 2017, primarily due to a 10% increase in revenue in the EMEA region, offset in part by a 4% decrease in the APAC region.

U.S. revenue, based on ship-to destinations, decreased $544.3 million, or 47%, from $1.2 billion for the nine months ended October 1, 2016 to $613.8 million for the nine months ended September 30, 2017. International revenue decreased $6.6 million, or 2%, from $437.6 million for the nine months ended October 1, 2016 to $430.9 million for the nine months ended September 30, 2017, due to decreases in revenue of 28% in the APAC region and 9% in the Americas excluding the United States region, partially offset by an increase in revenue of 12% in the EMEA region.

For the remainder of 2017, we expect revenue to decrease as compared to the same period in 2016, primarily due to the slowdown in demand for fitness trackers particularly in the U.S market.

Cost of Revenue
 
Three Months Ended
 
Change
 
Nine Months Ended
 
Change
(dollars in thousands)
September 30, 2017
 
October 1, 2016
 
$
 
%
 
September 30, 2017
 
October 1, 2016
 
$
 
%
Cost of revenue
$
217,762

 
$
263,144

 
$
(45,382
)
 
(17
)%
 
$
602,459

 
$
876,304

 
$
(273,845
)
 
(31
)%
Gross profit
174,760

 
240,658

 
(65,898
)
 
(27
)
 
442,304

 
719,382

 
(277,078
)
 
(39
)
Gross margin
45
%
 
48
%
 
 
 
 
 
42
%
 
45
%
 
 
 
 

Cost of revenue decreased $45.4 million, or 17%, from $263.1 million for the three months ended October 1, 2016 to $217.8 million for the three months ended September 30, 2017 and decreased $273.8 million, or 31%, from $876.3 million for the nine months ended October 1, 2016 to $602.5 million for the nine months ended September 30, 2017. The decreases during both periods was primarily due to declines of 31% and 37% in the number of devices sold during the three and nine months ended September 30, 2017, respectively, compared to the same periods in the prior year. Gross margin declined to 45% for the three months ended September 30, 2017 compared to 48% for the three months ended October 1, 2016, and declined to 42% for the nine months ended September 30, 2017 from 45% for the nine months ended October 1, 2016. Gross margin during the three months ended September 30, 2017 was negatively impacted by two discrete actions that increased our warranty costs, both of which are designed to benefit our customers. First, we extended our warranty term in several countries and second, we changed our replacement policy for a certain legacy product. Our gross margin during this period was also negatively impacted by additional excess and obsolete inventory write-downs for certain legacy products, offset in part by the utilization of previously reserved component materials. The decline in gross margin for the nine months ended September 30, 2017 was primarily due to an increase in excess manufacturing capacity, excess and obsolete inventory write-downs for certain legacy products, and price protection offered on certain products, offset in part by lower warranty costs.
 

34

Research and Development
 
Three Months Ended
 
Change
 
Nine Months Ended
 
Change
(dollars in thousands)
September 30, 2017
 
October 1, 2016
 
$
 
%
 
September 30, 2017
 
October 1, 2016
 
$
 
%
Research and development
$
84,170

 
$
82,972

 
$
1,198

 
1
%
 
$
252,471

 
$
235,129

 
$
17,342

 
7
%

Research and development expenses increased $1.2 million, or 1%, from $83.0 million for the three months ended October 1, 2016 to $84.2 million for the three months ended September 30, 2017. The increase was primarily due to an increase of $3.2 million in personnel-related expenses due to a 2% increase in headcount, a $2.1 million increase in allocated overhead, and a $0.5 million increase in third-party hosting costs, offset in part by a decrease of $2.4 million in consulting and contractor expenses, a $1.5 million decrease in tooling and prototype material costs, and a $0.5 million decrease in travel expenses.

Research and development expenses increased $17.3 million, or 7%, from $235.1 million for the nine months ended October 1, 2016 to $252.5 million for the nine months ended September 30, 2017. The increase was primarily due to an increase of $24.0 million in personnel-related expenses due to a 12% increase in headcount, a $6.9 million increase in allocated overhead, and a $2.6 million increase in third-party hosting costs, partially offset by a decrease of $10.6 million in consulting and contractor expenses and a $3.8 million decrease in tooling and prototype material costs.

For the remainder of 2017, we expect our research and development expenses to increase slightly in absolute dollars and remain relatively constant as a percentage of revenue as compared to the same period in 2016.


Sales and Marketing
 
Three Months Ended
 
Change
 
Nine Months Ended
 
Change
(dollars in thousands)
September 30, 2017
 
October 1, 2016
 
$
 
%
 
September 30, 2017
 
October 1, 2016
 
$
 
%
Sales and marketing
$
77,536

 
$
79,872

 
$
(2,336
)
 
(3
)%
 
$
269,442

 
$
305,061

 
$
(35,619
)
 
(12
)%
 
Sales and marketing expenses decreased $2.3 million, or 3%, from $79.9 million for the three months ended October 1, 2016 to $77.5 million for the three months ended September 30, 2017. The decrease was primarily due to a $9.3 million decrease in advertising and marketing expense and a $5.1 million decrease in consulting and contractor expenses, partially offset by a $6.3 million increase in allocated overhead, a $3.9 million increase in personnel-related expenses due to a 2% increase in headcount, and a $1.8 million increase in sales transaction expenses.

Sales and marketing expenses decreased $35.6 million, or 12%, from $305.1 million for the nine months ended October 1, 2016 to $269.4 million for the nine months ended September 30, 2017. The decrease was primarily due to a $64.0 million decrease in advertising and marketing expense, partially offset by a $13.5 million increase in personnel-related expenses due to a 13% increase in headcount, a $6.0 million increase in allocated overhead, a $5.1 million increase in sales transaction expenses, a $2.4 million increase in expenses for purchased software, and a $2.3 million increase in consulting and contractor expenses.

For the remainder of 2017, we expect sales and marketing expenses to decrease in absolute dollars and as a percentage of revenue as compared to the same period in 2016, but to increase in absolute dollars and as a percentage of revenue compared to the third quarter of 2017 due to our shift in advertising and marketing spend for Fitbit Ionic’s launch to the fourth quarter of 2017 and for the holiday period.


General and Administrative
 
Three Months Ended
 
Change
 
Nine Months Ended
 
Change
(dollars in thousands)
September 30, 2017
 
October 1, 2016
 
$
 
%
 
September 30, 2017
 
October 1, 2016
 
$
 
%
General and administrative
$
40,690

 
$
33,333

 
$
7,357

 
22
%
 
$
102,815

 
$
106,297

 
$
(3,482
)
 
(3
)%

General and administrative expenses increased $7.4 million, or 22%, from $33.3 million for the three months ended October 1, 2016 to $40.7 million for the three months ended September 30, 2017. The increase was primarily due to a $7.6 million increase

35

in bad debt expense resulting from Wynit’s bankruptcy filing, a $3.7 million increase in personnel-related expenses due to higher stock-based compensation expense, and a $0.6 million increase in allocated overhead partially offset by a $3.8 million decrease in legal fees primarily due to decreased litigation activity related to Jawbone,

General and administrative expenses decreased $3.5 million, or 3%, from $106.3 million for the nine months ended October 1, 2016 to $102.8 million for the nine months ended September 30, 2017. The decrease was primarily due to a $17.5 million decrease in legal fees primarily due to decreased litigation activity related to Jawbone, and a $2.4 million decrease in consulting and contractor expense, partially offset by a $7.6 million increase in bad debt expense resulting from Wynit’s bankruptcy filing, a $7.3 million increase in personnel-related expenses due to a 9% increase in headcount, and a $2.0 million increase in allocated overhead.

For the remainder of 2017, we expect general and administrative expenses to decrease in absolute dollars and remain relatively consistent as a percentage of revenue as compared to the same period in 2016.


Interest and Other Income (Expense), Net
 
Three Months Ended
 
Change
 
Nine Months Ended
 
Change
(dollars in thousands)
September 30, 2017
 
October 1, 2016
 
$
 
%
 
September 30, 2017
 
October 1, 2016
 
$
 
%
Interest income, net
$
1,162

 
$
970

 
$
192

 
20
 %
 
$
2,451

 
$
2,391

 
$
60

 
3
%
Other income (expense), net
(702
)
 
(1,037
)
 
335

 
(32
)%
 
134

 
68

 
66

 
97
%

Interest income, net increased $0.2 million, or 20%, from $1.0 million for the three months ended October 1, 2016 to $1.2 million for the three months ended September 30, 2017, primarily due to higher interest earned on cash, cash equivalents and marketable securities, offset in part by the net write-down of deferred financing costs resulting from the May 2017 amendment of our Senior Facility that reduced our borrowing capacity from $250.0 million to $100.0 million. Other expense, net decreased primarily due to an increase in foreign currency gains. Interest income, net and other income, net remained relatively consistent for the nine months ended September 30, 2017, compared to the same period in the prior fiscal year.


Income Tax Expense
 
Three Months Ended
 
Change
 
Nine Months Ended
 
Change
(dollars in thousands)
September 30, 2017
 
October 1, 2016
 
$
 
%
 
September 30, 2017
 
October 1, 2016
 
$
 
%
Income tax expense (benefit)
$
86,227

 
$
18,294

 
$
67,933

 
371
%
 
$
51,883

 
$
31,858

 
$
20,025

 
63
%
Effective tax rate
(317.3
)%
 
41.2
%
 


 


 
(28.8
)%
 
42.3
%
 


 



Income tax expense increased $67.9 million, from an expense of $18.3 million for the three months ended October 1, 2016 to $86.2 million for the three months ended September 30, 2017. Our effective tax rate was (317.3)% and 41.2% for the three months ended September 30, 2017 and October 1, 2016, respectively. The decrease in our effective tax rate for the three months ended September 30, 2017 was primarily due to the impact of a valuation allowance recorded against our U.S. deferred tax assets, federal research and development tax credits, and the mix of income between United States and foreign jurisdictions.

Income tax expense increased $20.0 million, from an expense of $31.9 million for the nine months ended October 1, 2016 to $51.9 million for the nine months ended September 30, 2017. Our effective tax rate was (28.8)% and 42.3% for the nine months ended September 30, 2017 and October 1, 2016, respectively. The decrease in our effective tax rate for the nine months ended September 30, 2017 was primarily due to the impact of a valuation allowance recorded against our U.S. deferred tax assets, federal research and development tax credits, the mix of income between United States and foreign jurisdictions, and the effect of an out-of-period adjustment recorded in the three months ended April 2, 2016.

Liquidity and Capital Resources
 
Our operations have been financed primarily through cash flow from operating activities, the net proceeds from the sale of our equity securities, and borrowings under our credit facilities. As of September 30, 2017, we had cash and cash equivalents of $280.7 million and marketable securities of $378.5 million, approximately 90% of which is held on-shore by a U.S. legal entity.


36

We believe our existing cash, cash equivalent, and marketable securities balances, and cash flow from operations, will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months. Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our levels of revenue, the timing and extent of spending on research and development efforts and other business initiatives, the expansion of sales and marketing activities, the timing of new product introductions, market acceptance of our products, acquisitions, and overall economic conditions. To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity or debt financing. The sale of additional equity would result in additional dilution to our stockholders. The incurrence of debt financing would result in debt service obligations and the instruments governing such debt could provide for operating and financing covenants that would restrict our operations.

Credit Facility
 
In December 2015, we entered into a second amended and restated credit agreement (the “Senior Facility”) that allowed us to borrow up to $250.0 million, including up to $50.0 million for the issuance of letters of credit and up to $25.0 million for swing line loans. As of September 30, 2017, there were no outstanding borrowings under the Senior Facility. As of September 30, 2017, we had outstanding letters of credit totaling $38.3 million, issued to cover various security deposits on our facility leases.

In May 2017, we entered into a first amendment to the Senior Facility (the “First Amendment”), pursuant to which the aggregate amount we can borrow under the Senior Facility was reduced from $250.0 million to $100.0 million, with up to $50.0 million available for the issuance of letters of credit and up to $25.0 million available for swing line loans. In addition, pursuant to the First Amendment, the applicable margin in respect of the interest rates under the Senior Facility were amended to be based on our level of liquidity (defined as the sum of our aggregate cash holdings and the amount available under our revolving commitments) and range from, with respect to Alternate Base Rate loans, 0.5% to 1.0%, and, with respect to LIBOR loans, 1.5% to 2.0%. Among other changes, the First Amendment also removed the fixed charge coverage ratio covenant and the consolidated leverage ratio covenant, and added a general liquidity covenant requiring us to maintain liquidity of at least $200.0 million in unrestricted cash, of which $100.0 million in cash or cash equivalents must be held in accounts subject to control agreements with, and maintained by, Silicon Valley Bank or its affiliates. We were in compliance with the Senior Facility as of September 30, 2017.

For further information regarding the Senior Facility, see Note 5 of the notes to our condensed consolidated financial statements.

Cash Flows
 
The following table summarizes our cash flows for the periods indicated (in thousands):
 
Nine Months Ended
 
September 30, 2017
 
October 1, 2016
Net cash provided by (used in):
 
 
 
Operating activities
$
8,718

 
$
65,718

Investing activities
(32,913
)
 
(330,870
)
Financing activities
3,089

 
13,852

Net decrease in cash and cash equivalents
$
(21,106
)
 
$
(251,300
)
 
Cash Flows from Operating Activities
 
Net cash provided by operating activities of $8.7 million for the nine months ended September 30, 2017 was primarily due to an increase in net change in operating assets and liabilities of $20.0 million, which consisted of a decrease in account receivables resulting from higher collections and from taking a full reserve on Wynit’s outstanding account receivables, a decrease in inventory as a result of lower inventory purchases which decreased accounts payable and decreased accrued manufacturing expense and freight (included in accrued liabilities) as a result of lower operating activity during the nine months of 2017, partially offset by an increase in prepaid expenses and other assets primarily from an increase in income tax receivable due to expected refunds from prior tax years. The net change in operating assets and liabilities was also impacted by non-cash adjustments of $260.3 million, primarily resulting from a valuation allowance recorded against our U.S. deferred tax assets of $111.4 million, stock-based compensation expense of $67.3 million, depreciation and amortization expense of $32.5 million, provision for inventory obsolescence of $13.4 million, and provision for doubtful accounts of $7.8 million, partially offset by a net loss of $(231.7) million. Our days sales outstanding in accounts receivable, calculated as the number of days represented by the accounts receivable balance

37

as of period end, decreased from 85 days as of December 31, 2016 to 67 days as of September 30, 2017 due to higher collections during the three months ended September 30, 2017 compared to the fourth quarter of 2016.

Net cash provided by operating activities of $65.7 million for the nine months ended October 1, 2016 was primarily due to net income of $43.5 million and non-cash adjustment of $57.3 million, partially offset by a $35.1 million decrease in net change in operating assets and liabilities.
 
Cash Flows from Investing Activities
 
Net cash used in investing activities for the nine months ended September 30, 2017 of $32.9 million was primarily due to maturities and sales of marketable securities of $520.4 million, partially offset by purchases of marketable securities of $494.5 million, purchases of property and equipment of $58.2 million and an asset purchase of $0.5 million.

Net cash used in investing activities for the nine months ended October 1, 2016 of $(330.9) million was primarily due to purchases of marketable securities of $552.8 million, partially offset by sales and maturities of marketable securities of $249.3 million, purchases of property and equipment of $66.8 million, and cash paid for an acquisition of $5.6 million.

Cash Flows from Financing Activities
 
Cash provided by financing activities for the nine months ended September 30, 2017 of $3.1 million was primarily due to $13.9 million of proceeds from exercise of stock options and stock purchases made through our ESPP, offset in part by $10.8 million in net cash used for payment of taxes on common stock issued under our employee equity incentive plans.

Cash provided by financing activities for the nine months ended October 1, 2016 of $13.9 million was primarily due to $18.3 million of proceeds from the exercise of stock options and stock purchases made through our ESPP.

 
Contractual Obligations and Other Commitments
 
Future minimum payments under our operating leases as of September 30, 2017 were $281.1 million.

The aggregate amount of open purchase orders as of September 30, 2017 was approximately $179.4 million. We cannot determine the aggregate amount of such purchase orders that represent contractual obligations because purchase orders may represent authorizations to purchase rather than binding agreements.

During the normal course of business, we and our contract manufacturers procure components based upon a forecasted production plan. If we cancel all or part of the orders, or materially reduce forecasted orders, in certain circumstances we may be liable to our suppliers and contract manufacturers for the cost of the excess components purchased by our contract manufactures. As of September 30, 2017, $12.9 million was accrued for such liabilities to contract manufacturers.
 
We have recorded a liability for uncertain tax positions of $34.0 million as of September 30, 2017.
 
Off-Balance Sheet Arrangements
 
As of September 30, 2017, we did not have any off-balance sheet arrangements or holdings in variable interest entities.

Critical Accounting Polices and Estimates
 
Our management’s discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenue generated and expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

There have been no material changes to our critical accounting policies and estimates from those disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, except for policies discussed in Note 1 of the notes to our condensed consolidated financial statements.

38

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk
 
We are exposed to market risks in the ordinary course of our business. These risks primarily include interest rate and foreign currency risks as follows:
 
Interest Rate Risk
 
Our exposure to changes in interest rates relates primarily to our investment portfolio. As of September 30, 2017, we had cash and cash equivalents of $280.7 million and marketable securities of $378.5 million, which consisted primarily of bank deposits, money market funds, U.S. government and agency securities, commercial paper, and corporate notes and bonds. The primary objectives of our investment activities are to preserve principal and provide liquidity without significantly increasing risk. Our investment policy specifies credit quality standards for our investments and limits the amount of credit exposure to any single issue, issuer, or type of investment.
 
To date, we have not been exposed, nor do we anticipate being exposed, to material risks due to changes in interest rates. A hypothetical 10% change in interest rates during any of the periods presented would not have had a material impact on our condensed consolidated financial statements.
 
Foreign Currency Risk
 
To date, all of our inventory purchases have been denominated in U.S. dollars. Our international sales are primarily denominated in foreign currencies and any unfavorable movement in the exchange rate between U.S. dollars and the currencies in which we conduct sales in foreign countries could have an adverse impact on our revenue. A portion of our operating expenses are incurred outside the United States and are denominated in foreign currencies, which are also subject to fluctuations due to changes in foreign currency exchange rates. In addition, our suppliers incur many costs, including labor costs, in other currencies. To the extent that exchange rates move unfavorably for our suppliers, they may seek to pass these additional costs on to us, which could have a material impact on our gross margins. Our operating results and cash flows are, therefore, subject to fluctuations due to changes in foreign currency exchange rates.
 
To partially mitigate the impact of changes in currency exchange rates on net cash flows from our foreign currency denominated revenue and expenses, we enter into foreign currency exchange forward and option contracts. We also hedge certain monetary assets and liabilities denominated in foreign currencies, which reduces but does not eliminate our exposure to currency fluctuations between the date a transaction is recorded and the date that cash is collected or paid. In general, the market risks of these contracts are offset by corresponding gains and losses on the transactions being hedged.

We had outstanding contracts with a total notional amount of $142.7 million in cash flow hedges for forecasted revenue transactions as of September 30, 2017. We had outstanding balance sheet hedges with a total notional amount of $93.6 million as of September 30, 2017. We assessed our exposure to movements in currency exchange rates by performing a sensitivity analysis of adverse changes in exchange rates and the corresponding impact to our results of operations. A hypothetical change of 10% in exchange rates would not have materially affected our operating results.


Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures. Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13-a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of September 30, 2017. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of September 30, 2017, our disclosure controls and procedures were effective to provide reasonable assurance that the information we are required to file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Inherent Limitations on Effectiveness of Controls. Our management, including the CEO and CFO, recognizes that our disclosure controls or our internal control over financial reporting cannot prevent or detect all possible instances of errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. 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.
    
Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


39

PART II
 

Item 1. Legal Proceedings
 
For a discussion of legal proceedings, see Note 6, “Commitments and Contingencies,” in the notes to our condensed consolidated financial statements. 

Further, we are and, from time to time, we may become, involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any other legal proceedings that in the opinion of our management, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition, or cash flows.

Item 1A. Risk Factors
 
An investment in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Quarterly Report on Form 10-Q, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our condensed consolidated financial statements and related notes, before making a decision to invest in our Class A common stock. Our business, operating results, financial condition, or prospects could be materially and adversely affected by any of these risks and uncertainties. If any of these risks actually occurs, the trading price of our Class A common stock could decline and you might lose all or part of your investment. Our business, operating results, financial performance, or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material.
 
Risks Related to Our Business
 
We operate in a highly competitive market. If we do not compete effectively, our prospects, operating results, and financial condition could be adversely affected.
 
The wearable device market is highly competitive, with companies offering a variety of products and services. Wearables can be broadly defined as connected health and fitness trackers, fitness watches, smartwatches and devices beyond the wrist. We expect competition in our market to intensify in the future as new and existing competitors introduce new or enhanced products and services that are potentially more competitive than our products and services. In terms of units sold, we have primarily operated in the connected health and fitness tracker segment of the wearables device market. The wearable device market has a multitude of participants, including specialized consumer electronics companies, such as Garmin and Nokia, traditional health and fitness companies, such as adidas and Under Armour, and traditional watch companies such as Fossil and Movado. In addition, many large, broad-based consumer electronics companies either compete in our market or adjacent markets or have announced plans to do so, including Apple, Google, LG and Samsung. For example, Apple sells the Apple Watch, which is a smartwatch with broad-based functionalities, including some health and fitness tracking capabilities, and Apple has sold a significant volume of its smartwatches since introduction. Moreover, smartwatches with health and fitness functionalities may displace the market for traditional tracker devices. We also face competition from manufacturers of lower-cost devices, such as Xiaomi and its Mi Band device. In addition, we compete with a wide range of stand-alone health and fitness-related mobile apps that can be purchased or downloaded through mobile app stores. We believe many of our competitors and potential competitors have significant advantages, including longer operating histories, ability to leverage their sales efforts and marketing expenditures across a broader portfolio of products and services, larger and broader customer bases, more established relationships with a larger number of suppliers, contract manufacturers, and channel partners, greater brand recognition, ability to leverage app stores which they may operate, experience manufacturing particular wearable devices, such as smartwatches, and greater financial, research and development, marketing, distribution, and other resources than we do. Our competitors and potential competitors may also be able to develop products or services that are equal or superior to ours, achieve greater market acceptance of their products and services, and increase sales by utilizing different distribution channels than we do. Some of our competitors may aggressively discount their products and services in order to gain market share, which could result in pricing pressures, reduced profit margins, lost market share, or a failure to grow market share for us. In addition, new products may have lower selling prices or higher costs than legacy products, which could negatively impact our gross margins and operating results. Furthermore, current or potential competitors may be acquired by third parties with greater available resources. As a result of such acquisitions, our current or potential competitors might be able to adapt more quickly to new technologies and consumer needs, devote greater resources to the promotion or sale of their products and services, initiate or withstand substantial price competition, take advantage of acquisition or other opportunities more readily or develop and expand their products and services more quickly than we do. If we are not able to compete effectively against our current or potential competitors, our prospects, operating results, and financial condition could be adversely affected. 


40

If we are unable to anticipate and satisfy consumer preferences in a timely manner, our business may be adversely affected.
 
Our success depends on our ability to anticipate and satisfy consumer preferences in a timely manner. All of our products and services are subject to changing consumer preferences that cannot be predicted with certainty. Consumers may decide not to purchase our products and services as their preferences could shift rapidly to different types of wearable devices or away from these types of products and services altogether, and our future success depends in part on our ability to anticipate and respond to shifts in consumer preferences. For example, in August 2017 we responded to shifting consumer preferences by announcing our first smartwatch, Fitbit Ionic, which included a software development kit (“SDK”) with its launch. If our entry in the smartwatch market is not well received, or consumer adoption is unfavorable or developers’ perception or adoption of our SDK is not positive, our reputation and business may be adversely affected.

Our newer products and services that have additional features or new product designs, such as Fitbit Ionic and Fitbit Aria 2, may also have higher prices than many of our earlier products and the products of some of our competitors, which may not appeal to consumers or only appeal to a smaller subset of consumers. It is also possible that competitors could introduce new products and services that negatively impact consumer preference for our wearable devices, which could result in decreased sales of our products and services and a loss in market share. Accordingly, if we fail to anticipate and satisfy consumer preferences in a timely manner, or if it is perceived that our future products and services will not satisfy consumer preferences, our business may be adversely affected.
 
If we are unable to successfully develop and timely introduce new products and services or enhance existing products and services, our business may be adversely affected.
 
We must continually develop and introduce new products and services and improve and enhance our existing products and services to maintain or increase our sales. We believe that our future growth depends on continuing to engage and expand our user base by introducing new form factors, software services and other offerings. For example, in the third quarter of 2017, we started shipping Fitbit Ionic, our smartwatch and Fitbit Flyer, our first Bluetooth headphone. In September 2017, we also announced our participation in Food and Drug Administration’s (“FDA”) new digital health software precertification pilot program aimed to develop a new approach to regulating digital health technology and to promote innovation of high-quality and effective digital health tools. The success of new or enhanced products and services may depend on a number of factors including, anticipating and effectively addressing consumer preferences and demand, timely and successful research and development, the success of our sales and marketing efforts, effective forecasting and management of product demand, purchase commitments, and inventory levels, effective management of manufacturing and supply costs, and the quality of or defects in our products.
 
The development of our products and services is complex and costly, and we typically have several products and services in development at the same time. Given the complexity, we occasionally have experienced, and could experience in the future, delays in completing the development and introduction of new and enhanced products and services or lower than expected manufacturing yields of new and enhanced products, which may adversely affect our revenue and gross margins. Problems in the design or quality of our products or services may also have an adverse effect on our brand, business, financial condition, and operating results. Our research and development efforts may require us to incur substantial expenses to support the development of our next generation devices and other new products and services. Our research and development expenses were $252.5 million, $320.2 million, $150.0 million and $54.2 million, for the nine months ended September 30, 2017, and for the full year 2016, 2015, and 2014, respectively. We anticipate that research and development expense will continue to increase in absolute dollars and as a percentage of revenue in 2017, as compared to the same period in 2016. Unanticipated problems in developing products and services could also divert substantial research and development resources, which may impair our ability to develop new products and services and enhancements of existing products and services, and could substantially increase our costs. If new or enhanced product and service introductions are delayed or not successful, we may not be able to achieve an acceptable return, if any, on our research and development efforts, and our business may be adversely affected.

The failure to effectively manage the introduction of new or enhanced products may adversely affect our operating results.
 
We must successfully manage introductions of new or enhanced products. Introductions of new or enhanced products could adversely impact the sales of our existing products to retailers and consumers. For instance, retailers often purchase less of our existing products in advance of new product launches. Furthermore, we may experience greater returns from retailers or users of existing products, or retailers may be granted stock rotation rights and price protection. Moreover, consumers may decide to purchase new or enhanced products instead of existing products. We may face challenges managing the inventory of existing products, which could lead to excess inventory and discounting of our existing products. In addition, new products may have lower selling prices or higher costs than legacy products, which could negatively impact our gross margins and operating results. We have also historically incurred higher levels of sales and marketing expenses accompanying each product introduction. Accordingly, if we fail to effectively manage introductions of new or enhanced products, our operating results could be harmed.


41

Our operating results could be materially harmed if we are unable to accurately forecast consumer demand for our products and services and adequately manage our inventory.
 
To ensure adequate inventory supply, we must forecast inventory needs and expenses and place orders sufficiently in advance with our suppliers and contract manufacturers based on our estimates of future demand for particular products. Our ability to accurately forecast demand for our products and services could be affected by many factors, including an increase or decrease in customer demand for our products and services or for products and services of our competitors, product and service introductions by us and our competitors, channel inventory levels, sales promotions by us or our competitors, unanticipated changes in general market conditions, and the weakening of economic conditions or consumer confidence in future economic conditions. We face challenges acquiring adequate and timely supplies of our products to satisfy the levels of demand, particularly in connection with new product introductions, which we believe negatively affects our revenue. As we continue to introduce new products, we may face challenges managing the inventory of existing products. If we fail to accurately forecast customer demand, we may experience excess inventory levels or a shortage of products available for sale. No assurance can be given that we will not incur additional charges in future periods related to our inventory management or that we will not underestimate or overestimate forecasted sales in a future period.
 
Inventory levels in excess of customer demand may result in inventory write-downs or write-offs and the sale of inventory at discounted prices, which have caused and may continue to cause our gross margin to suffer and could impair the strength of our brand. For example, during the fourth quarter of 2016, as a result of reduced demand, we recorded write-downs for excess and obsolete inventory, accelerated depreciation of manufacturing and tooling equipment, and recorded a liability to our contract manufacturers for unutilized manufacturing capacity and components. In addition, we offered additional rebates and promotions during the fourth quarter of 2016 to retailers and distributors. During the nine months ended September 30, 2017, we recorded additional write-downs for excess and obsolete inventory, accelerated depreciation of manufacturing and tooling equipment due to continued reduced demand, price protection on certain products, and rebates.

Conversely, if we underestimate customer demand for our products, we may in future periods be unable to meet customer, retailer or distributor demand for our products, or may be required to incur higher costs to secure the necessary production capacity and components, and our business and operating results could be adversely affected, including damage to our brand and customer relationships.

Our quarterly operating results or other operating metrics may fluctuate significantly, which could cause the trading price of our Class A common stock to decline.
 
Our quarterly operating results and other operating metrics have fluctuated in the past and may continue to fluctuate from quarter to quarter. We expect that this trend will continue as a result of a number of factors, many of which are outside of our control and may be difficult to predict, including:
 
•
the level of demand for our wearable devices and our ability to maintain or increase the size and engagement of our community of users;
•
the timing and success of new product and service introductions by us and the transition from legacy products;
•
the timing and success of new product and service introductions by our competitors or any other change in the competitive landscape of our market;
•
the mix of products sold in a quarter;
•
the continued market acceptance of, and the growth of the market for, wearable devices;
•
pricing pressure as a result of competition or otherwise;
•
delays or disruptions in our supply, manufacturing, or distribution chain;
•
errors in our forecasting of the demand for our products, which could lead to lower revenue or increased costs, or both;
•
seasonal buying patterns of consumers;
•
increases in levels of channel inventory resulting from sales to our retailers and distributors in anticipation of future demand;
•
increases in and timing of sales and marketing and other operating expenses that we may incur to grow and expand our operations and to remain competitive;
•
insolvency, credit, or other difficulties faced by our distributors and retailers, affecting their ability to purchase or pay for our products;
•
insolvency, credit, or other difficulties confronting our suppliers, contract manufacturers, or logistics providers leading to disruptions in our supply or distribution chain;
•
levels of product returns, stock rotation, and price protection rights;
•
levels of warranty claims or estimated costs of warranty claims;
•
adverse litigation judgments, settlements, or other litigation-related costs;

42

•
changes in the legislative or regulatory environment, such as with respect to privacy, information security, health and wellness devices, consumer product safety, and advertising;
•
product recalls, regulatory proceedings, or other adverse publicity about our products;
•
fluctuations in foreign exchange rates;
•
costs related to the acquisition of businesses, talent, technologies, or intellectual property, including potentially significant amortization costs and possible write-downs; and
•
general economic conditions in either domestic or international markets.

Any one of the factors above or the cumulative effect of some of the factors above may result in significant fluctuations in our operating results.

The variability and unpredictability of our quarterly operating results or other operating metrics could result in our failure to meet our expectations or those of any analysts that cover us or investors with respect to revenue or other operating results for a particular period. If we fail to meet or exceed such expectations for these or any other reasons, the market price of our Class A common stock could fall substantially, and we could face costly lawsuits, including securities class action suits.

We do not expect to grow in the future at the same rates as we have in the past and our historical growth should not be indicative of future performance.
 
Our historical revenue growth should not be considered indicative of our future performance. Our revenue growth has declined in recent periods and we expect our revenue growth to further slow or decline in future periods due to a number of reasons, which may include slowing demand for our products and services, increasing competition, a decrease in the growth of our overall market, our failure, for any reason, to capitalize on growth opportunities, or the maturation of our business. In addition, we have not consistently achieved profitability on a quarterly or annual basis. Due to competitive pricing pressures, new product introductions by us or our competitors, or other factors, the average selling price or gross margins of our products and services may decrease. If we are unable to offset any decreases in our average selling price or gross margins by increasing our sales volumes or by adjusting our product mix, our operating results and financial condition may be harmed.

From 2014 to 2016, our annual revenue grew rapidly from $745.4 million to $2.2 billion. However, in recent quarters, our revenue growth has slowed or declined, and our historical growth should not be considered as indicative of our future performance. Although our annual revenue in 2016 was up 17% compared to 2015, our revenue in the third quarter of 2017 declined 22% on a year-over-year basis. In future periods, we could again experience a decline in revenue, or revenue could grow more slowly than we expect, which could have a material negative effect on our future operating results. Specifically, we anticipate our 2017 revenue to decline on a year-over-year basis. Lower levels of revenue and higher levels of operating expenses may result in limited profitability or losses. For example, we expect to record a substantial net loss in 2017.

Our current and future products and services may experience quality problems from time to time that can result in adverse publicity, product recalls, litigation, regulatory proceedings, and warranty claims resulting in significant direct or indirect costs, decreased revenue and operating margin, and harm to our brand.
 
We sell complex products and services that could contain design and manufacturing defects in their materials, hardware, and firmware. These defects could include defective materials or components, or “bugs,” that can unexpectedly interfere with the products’ intended operations or cause injuries to users or property. Although we extensively and rigorously test new and enhanced products and services before their release, there can be no assurance we will be able to detect, prevent, or fix all defects. For example, our products may fail to provide accurate measurements and data to users under all circumstances, or there may be reports or claims of inaccurate measurements under certain circumstances.
 
Failure to detect, prevent, or fix defects, or an increase in defects could result in a variety of consequences including a greater number of returns of products than expected from users and retailers, increases in warranty costs, regulatory proceedings, product recalls, and litigation, which could harm our revenue and operating results. For example, in 2016, we experienced an increase in actual and estimated warranty claims of $108.5 million as compared to 2015, which caused a 4% decline in gross margin in 2016 as compared to 2015. We generally provide a 45-day right of return for purchases through Fitbit.com and a 12-month warranty on all of our products, except in the European Union, where we provide a two-year warranty on all of our products. The occurrence of real or perceived quality problems or material defects in our current and future products could expose us to warranty claims in excess of our current reserves. Moreover, we may offer stock rotation rights and price protection to our distributors. If we experience greater returns from retailers or users, or greater warranty claims, in excess of our reserves, our business, revenue, gross margins, and operating results could be harmed. In addition, any negative publicity or lawsuits filed against us related to the perceived quality and safety of our products could also affect our brand and decrease demand for our products and services, adversely affecting our operating results and financial condition.

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Our future success depends on the continuing efforts of our key employees, including our founders, James Park and Eric N. Friedman, and on our ability to attract and retain highly skilled personnel and senior management.
 
Our future success depends, in part, on our ability to continue to attract and retain highly skilled personnel. In particular, we are highly dependent on the contributions of our co-founders, James Park and Eric N. Friedman, as well as other members of our management team. The loss of any key personnel could make it more difficult to manage our operations and research and development activities, reduce our employee retention and revenue, and impair our ability to compete. Although we have generally entered into employment offer letters with our key personnel, these agreements have no specific duration and provide for at-will employment, which means they may terminate their employment relationship with us at any time.
 
Competition for highly skilled personnel is often intense, especially in the San Francisco Bay Area where we are located, and we may incur significant costs to attract them. We may not be successful in attracting, integrating, or retaining qualified personnel to fulfill our current or future needs. We have, from time to time, experienced, and we expect to continue to experience, difficulty in hiring and retaining highly skilled employees with appropriate qualifications. In addition, job candidates and existing employees often consider the value of the equity awards they receive in connection with their employment. Fluctuations in the price of our Class A common stock may make it more difficult or costly to use equity awards to motivate, incentivize and retain our employees. The significant decline in the price of our Class A common stock in recent periods may adversely affect our ability to attract or retain highly skilled employees. Furthermore, there can be no assurances that the number of shares reserved for issuance under our equity incentive plans will be sufficient to grant equity awards adequate to recruit new employees and to compensate existing employees. If we fail to attract new personnel or fail to retain and motivate our current personnel, our business and future growth prospects could be severely harmed.

We rely on a limited number of suppliers, contract manufacturers, and logistics providers, and each of our products is manufactured by a single contract manufacturer.
 
We rely on a limited number of suppliers, contract manufacturers, and logistics providers. In particular, we use contract manufacturers located in Asia, and each of our products is manufactured by a single contract manufacturer. Our reliance on a sole contract manufacturer for each of our products increases the risk that in the event of an interruption from any one of these contract manufacturers, including, without limitation, due to a natural catastrophe or labor dispute, we may not be able to develop an alternate source without incurring material additional costs and substantial delays. Accordingly, an interruption from any key supplier, contract manufacturer, or logistics provider could adversely impact our revenue, gross margins, and operating results.
 
If we experience a significant increase in demand, or if we need to replace an existing supplier, contract manufacturer, or logistics provider, we may be unable to supplement or replace such supply, contract manufacturing, or logistics capacity on terms that are acceptable to us, which may adversely impact our ability to deliver our products to customers in a timely manner. For example, for certain of our products, it may take a significant amount of time to onboard a contract manufacturer that has the capability and resources to build the product to our specifications in sufficient volume. Identifying suitable suppliers, contract manufacturers, and logistics providers is an extensive process that requires us to become satisfied with their quality control, technical capabilities, responsiveness and service, financial stability, regulatory compliance, and labor and other ethical practices. In addition, our contract manufacturers often make significant investments to build capacity based upon our forecasted production. If we experience a significant decrease in demand as compared to our forecast, our contract manufacturers may seek to renegotiate the terms of their commitments or choose to limit or terminate their relationship with us. Accordingly, a loss of any key supplier, contract manufacturer, or logistics provider could adversely impact our revenue, gross margins, and operating results.
 
Because some of the key components in our products come from a limited number or single source of supply, we are susceptible to supply shortages, long lead times for components, and supply changes, any of which could disrupt our supply chain.
 
Some of the key components used to manufacture our products come from a limited or single source of supply. Our contract manufacturers generally purchase these components on our behalf, subject to certain approved supplier lists. We are subject to the risk of shortages and long lead times in the supply of these components and the risk that our suppliers discontinue or modify components used in our products. In addition, the lead times associated with certain components are lengthy and preclude rapid changes in quantities and delivery schedules. We have in the past experienced and may in the future experience component shortages, and the predictability of the availability of these components may be limited. While component shortages have historically been immaterial, they could be material in the future. In the event of a component shortage or supply interruption from suppliers of these components, we may not be able to develop suitable alternate sources in a timely manner. In addition, some of our suppliers, contract manufacturers, and logistics providers may have more established relationships with our competitors, and as a result of such relationships, such suppliers may choose to limit or terminate their relationship with us. Developing suitable alternate sources of supply for these components may be time-consuming, difficult, and costly and we may not be able to source these components on terms that are acceptable to us, or at all, which may adversely affect our ability to meet our requirements or to fill our orders

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in a timely or cost-effective manner. Any interruption or delay in the supply of any of these parts or components, or the inability to obtain these parts or components from alternate sources at acceptable prices and within a reasonable amount of time, would harm our ability to meet our scheduled product deliveries to our customers and users. This could harm our relationships with our channel partners and users and could cause delays in shipment of our products and adversely affect our operating results. In addition, increased component costs could result in lower gross margins. If we are unable to buy these components in quantities sufficient to meet our requirements on a timely basis, we will not be able to deliver products and services to our customers and users.

We have limited control over our suppliers, contract manufacturers, and logistics providers, which subjects us to significant risks, including the potential inability to obtain or produce quality products on a timely basis or in sufficient quantity.
 
We have limited control over our suppliers, contract manufacturers, and logistics providers, including aspects of their specific manufacturing processes and their labor, environmental, or other practices, which subjects us to significant risks, including the following:

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inability to satisfy demand for our products;
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reduced control over delivery timing and product reliability;
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reduced ability to oversee the manufacturing process and components used in our products;
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reduced ability to monitor compliance with our product manufacturing specifications;
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price increases;
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insolvency, credit problems, or other financial difficulties confronting our suppliers, contract manufacturers, or logistic providers;
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difficulties in establishing additional or alternative contract manufacturing relationships if we experience difficulties with our existing suppliers, contract manufacturers or logistic providers;
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shortages of materials or components;
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misappropriation of our intellectual property;
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suppliers, contract manufacturers, and logistics providers may choose to limit or terminate their relationship with us;
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exposure to natural catastrophes, political unrest, terrorism, labor disputes, and economic instability resulting in the disruption of trade from foreign countries in which our products are manufactured;
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changes in local economic conditions in countries where our suppliers, contract manufacturers, or logistics providers are located;
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the imposition of new laws and regulations, including those relating to labor conditions, quality and safety standards, imports, duties, taxes, and other charges on imports, as well as trade restrictions and restrictions on currency exchange or the transfer of funds; and
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insufficient warranties and indemnities on components supplied to our contract manufacturers.

If there are defects in the manufacture of our products, we may face negative publicity, government investigations, and litigation, and we may not be fully compensated by our contract manufacturers for any financial or other liability that we suffer as a result.
 
We are, and may in the future, be subject to claims and lawsuits alleging that our products fail to provide accurate measurements and data to our users.

Our products and services are used to track and display various information about users’ activities, such as daily steps taken, calories burned, distance traveled, floors climbed, active minutes, sleep duration and quality, and heart rate and GPS-based information such as speed, distance, and exercise routes. We anticipate new features and functionality in the future, as well. From time to time, there have been reports and claims made against us alleging that our products do not provide accurate measurements and data to users, including claims asserting that certain features of our products do not operate as advertised. Such reports and claims have resulted in negative publicity, and, in some cases, have required us to expend time and resources to defend litigation. For example, in the first quarter of 2016, class action lawsuits were filed against us based upon claims that the PurePulse heart rate tracking technology in the Fitbit Charge HR and Fitbit Surge do not consistently and accurately record users’ heart rates. If our products fail to provide accurate measurements and data to users, or if there are reports or claims of inaccurate measurements, claims of false advertisement, or claims regarding the overall health benefits of our products and services in the future, we may become the subject of negative publicity, litigation, including class action litigation, regulatory proceedings, and warranty claims, and our brand, operating results, and business could be harmed.

We spend significant amounts on advertising and other marketing campaigns to acquire new users, which may not be successful or cost effective.
 

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We spend significant amounts on advertising and other marketing campaigns, such as television, cinema, print advertising, and social media, as well as increased promotional activities, to acquire new users and we expect to continue to spend significant amounts marketing our products and services to acquire new users and increase awareness of our products and services. In 2016, and for the three months ended September 30, 2017, advertising expenses were $316.8 million and $29.4 million, respectively, representing approximately 15% and 7% of our revenue, respectively. We also anticipate increasing advertising in the fourth quarter of 2017 to promote Fitbit Ionic. While we seek to structure our advertising campaigns in the manner that we believe is most likely to encourage people to use our products and services, we may fail to identify advertising opportunities that satisfy our anticipated return on advertising spend as we scale our investments in marketing, accurately predict user acquisition, or fully understand or estimate the conditions and behaviors that drive user behavior. If for any reason any of our advertising campaigns prove less successful than anticipated in attracting new users, we may not be able to recover our advertising spend, and our rate of user acquisition may fail to meet market expectations, either of which could have an adverse effect on our business. There can be no assurance that our advertising and other marketing efforts will result in increased sales of our products and services.


 
Our operating margins have declined and may continue to decline as a result of decreased revenues, increasing product costs and operating expenses.
 
Our business is subject to significant pressure on pricing and costs caused by many factors, including intense competition, the cost of components used in our products, labor costs, constrained sourcing capacity, inflationary pressure, pressure from users to reduce the prices we charge for our products and services, warranty claims, and changes in consumer demand. Costs for the components used in the manufacture of our products are affected by, among other things, energy prices, consumer demand, fluctuations in commodity prices and currency, and other factors that are generally unpredictable and beyond our control. Increases in the cost of components used to manufacture our products or in the cost of labor and other costs of doing business in the United States and internationally could have an adverse effect on, among other things, the cost of our products, gross margins, operating results, financial condition, and cash flows. Moreover, if we are unable to offset any decreases in our average selling price by increasing our sales volumes or by adjusting our product mix, our operating results and financial condition may be harmed.

A substantial portion of our expenses are personnel related and include salaries, stock-based compensation and benefits, which are not seasonal in nature. Accordingly, in the event of revenue shortfalls, we are generally unable to mitigate a negative impact on operating margins in the short term. To the extent such revenue shortfalls recur in future periods, our operating results would be harmed.
 
Any insolvency, credit problems, or other financial difficulties impacting our retailers and distributors could expose us to financial risk.

Some of our retailers and distributors have experienced and may continue to experience financial difficulties. The insolvency, credit problems, or other financial difficulties impacting our retailers and distributors could expose us to financial risk. In addition, if the credit capacity of any retailers or distributors and accounts receivable balances increase, we may be subject to additional financial risk. Financial difficulties of our retailers and distributors could impede their effectiveness and also expose us to risks if they are unable to pay for the products they purchase from us. For example, Wynit Distribution (“Wynit”), historically our largest customer, filed for bankruptcy protection in September 2017. The difficulties of retailers and distributors may also lead to a reduction in sales, price cuts of our products, and adverse effects on our brand and operating results. In addition, such difficulties may also lead to an increase in our insurance premiums or challenges in obtaining sufficient coverage. Any reduction in sales by our current retailers or distributors, loss of large retailers or distributors, or decrease in revenue from our retailers or distributors could adversely affect our revenue, operating results, and financial condition.

We depend on retailers and distributors to sell and market our products, and our failure to maintain and further develop our sales channels could harm our business.

We primarily sell our products through retailers and distributors and depend on these third-parties to sell and market our products to consumers. Any changes to our current mix of retailers and distributors could adversely affect our gross margin and could negatively affect both our brand image and our reputation. Our sales depend, in part, on retailers adequately displaying our products, including providing attractive space and point of purchase displays in their stores, and training their sales personnel to sell our products. If our retailers and distributors are not successful in selling our products or overestimate demand for our products, our revenue would decrease and we could experience lower gross margins due to product returns or price protection claims. Our retailers also often offer products and services of our competitors in their stores. Furthermore, our business could be adversely affected if any of our large retailers were to experience financial difficulties or store closures, or change the focus of their businesses in a way that deemphasized the sale of our products. In addition, our success in expanding and entering into new markets

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internationally will depend on our ability to establish relationships with new retailers and distributors. We also sell and will need to continue to expand our sales through online retailers, such as Amazon.com, and through our direct channel, Fitbit.com, as consumers increasingly make purchases online. If we do not maintain our relationship with existing retailers and distributors or develop relationships with new retailers and distributors our ability to sell our products and services could be adversely affected and our business may be harmed.

In 2016 and for the nine months ended September 30, 2017, our five largest retailers and distributors accounted for approximately 53% and 44% of our revenue, respectively. Of these retailers and distributors, Wynit, Amazon.com and Best Buy accounted for approximately 15%, 14% and 12% of our revenue for 2016, respectively, and Amazon.com accounted for approximately 14% of our revenue for the nine months ended September 30, 2017. No other retailers or distributors accounted for 10% or more of our revenue during these periods. Accordingly, the loss of a small number of our large retailers and distributors, or the reduction in business with one or more of these retailers and distributors, could have a significant adverse impact on our operating results. For example, Wynit, historically our largest customer at the time, filed for bankruptcy protection in September 2017. While we have agreements with these large retailers and distributors, these agreements do not require them to purchase any meaningful amount of our products.

Consolidation of retailers or concentration of retail market share among a few retailers may increase and concentrate our credit risk and impair our ability to sell products.

The electronics retail and sporting goods markets in some countries are dominated by a few large retailers with many stores. These retailers have in the past increased their market share and may continue to do so in the future by expanding through acquisitions and construction of additional stores. These situations concentrate our credit risk with a relatively small number of retailers, and, if any of these retailers were to experience a shortage of liquidity, it would increase the risk that their outstanding payables to us may not be paid. In addition, increasing market share concentration among one or a few retailers in a particular country or region increases the risk that if any one of them substantially reduces their purchases of our wearable devices, we may be unable to find a sufficient number of other retail outlets for our products to sustain the same level of sales. Any reduction in sales by our retailers would adversely affect our revenue, operating results, and financial condition.

Our success depends on our ability to maintain our brand. If events occur that damage our brand, our business and financial results may be harmed.
 
Our success depends on our ability to maintain the value of the “Fitbit” brand. The “Fitbit” name is integral to our business as well as to the implementation of our strategies for expanding our business. Maintaining, promoting, and positioning our brand will depend largely on the success of our marketing and merchandising efforts, our ability to provide consistent, high quality products and services, and our ability to successfully secure, maintain, and defend our rights to use the “Fitbit” mark and other trademarks important to our brand. Our brand could be harmed if we fail to achieve these objectives or if our public image or brand were to be tarnished by negative publicity. For example, there has been media coverage of some of the users of our products reporting skin irritation, as well as personal injury lawsuits filed against us relating to the Fitbit Zip, Fitbit One, Fitbit Flex, Fitbit Charge, Fitbit Charge HR, and Fitbit Surge products. We also believe that our reputation and brand may be harmed if we fail to maintain a consistently high level of customer service. In addition, we believe the popularity of the “Fitbit” brand makes it a target for counterfeiting or imitation, with third parties attempting to sell counterfeit products that attempt to replicate our products.
 
In addition, our products may be diverted from our authorized retailers and distributors and sold on the “gray market.” Gray market products result in shadow inventory that is not visible to us, thus making it difficult to forecast demand accurately. Also, when gray market products enter the market, we and our channel partners compete with often heavily discounted gray market products, which adversely affects demand for our products and negatively impacts our margins. In addition, our inability to control gray market activities could result in user satisfaction issues, which may have a negative impact on our brand. When products are purchased outside our authorized retailers and distributors, there is a risk that our customers are buying substandard products, including products that may have been altered, mishandled, or damaged, or used products represented as new.

Any occurrence of counterfeiting, imitation, or confusion with our brand could adversely affect our reputation, place negative pricing pressure on our products, reduce sales of our products, and impair the value of our brand. Maintaining, protecting, and enhancing our brand may require us to make substantial investments, and these investments may not be successful. If we fail to successfully maintain, promote, and position our brand and protect our reputation or if we incur significant expenses in this effort, our business, financial condition and operating results may be adversely affected.

Our business is affected by seasonality and if our sales fall below our forecasts, our overall financial conditions and operating results could be adversely affected.
 

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Our revenue and operating results are affected by general seasonal spending trends associated with holidays. For example, our fourth quarter has typically been our strongest quarter in terms of revenue and operating income, reflecting our historical strength in sales during the holiday season. We generated approximately 26%, 38% and 50% of our full year revenue during the fourth quarters of 2016, 2015 and 2014, respectively. Accordingly, any shortfall in expected fourth quarter revenue would adversely affect our annual operating results, as was the case in the fourth quarter of 2016. In addition, if we fail to accurately forecast customer demand for the holiday season, we may experience excess inventory levels or a shortage of products available for sale.

Furthermore, our growth rate in recent years may obscure the extent to which seasonality trends have affected our business and may continue to affect our business. Accordingly, yearly or quarterly comparisons of our operating results may not be useful and our results in any particular period will not necessarily be indicative of the results to be expected for any future period. Seasonality in our business can also be impacted by introductions of new or enhanced products and services, including the costs associated with such introductions.
  
We collect, store, process, and use personal information and other customer data, which subjects us to governmental regulation and other legal obligations related to privacy, information security, and data protection, and any security breaches or our actual or perceived failure to comply with such legal obligations could harm our business.
 
We collect, store, process, and use personal information and other user data, and we rely on third parties that are not directly under our control to do so as well. Our users’ exercise and activity-related data and other personal information may include, among other information, names, addresses, phone numbers, email addresses, payment account information, height, weight, and information such as heart rates, sleeping patterns, GPS-based location, and activity patterns.

Due to the volume of the personal information and data we manage and the nature of our products, the security features of our platform and information systems are critical. If our security measures, some of which we manage using third-party solutions, are breached or fail, unauthorized persons may be able to obtain access to or acquire our users’ data. Furthermore, if third-party service providers that host user data on our behalf experience security breaches or violate applicable laws, agreements, or our policies, such events may also put our users’ information at risk and could in turn have an adverse effect on our business. Additionally, if we or any third-party, including third-party applications, with which our users choose to share their Fitbit data were to experience a breach of systems compromising our users’ personal data, our brand and reputation could be adversely affected, use of our products and services could decrease, and we could be exposed to a risk of loss, litigation, and regulatory proceedings.

Depending on the nature of the information compromised, in the event of a data breach or other unauthorized access to or acquisition of our user data, we may also have obligations to notify users about the incident and we may need to provide some form of remedy, such as a subscription to a credit monitoring service, for the individuals affected by the incident. A growing number of legislative and regulatory bodies have adopted consumer notification requirements in the event of unauthorized access to or acquisition of certain types of personal data. Such breach notification laws continue to evolve and may be inconsistent from one jurisdiction to another. Complying with these obligations could cause us to incur substantial costs and could increase negative publicity surrounding any incident that compromises user data. Our users may also inadvertently disclose or lose control of their passwords, creating the perception that our systems are not secure against third-party access. While we maintain insurance coverage that, subject to policy terms and conditions and a significant self-insured retention, is designed to address certain aspects of cyber risks, such insurance coverage may be insufficient to cover all losses or all types of claims that may arise in the event we experience a security breach. In addition, any such security breaches may result in negative publicity, adversely affect our brand, decrease demand for our products and services, and adversely affect our operating results and financial condition.
 
Cybersecurity risks could adversely affect our business and disrupt our operations.
 
The threats to network and data security are increasingly diverse and sophisticated. Despite our efforts and processes to prevent breaches, our devices, as well as our servers, computer systems, and those of third parties that we use in our operations are vulnerable to cybersecurity risks, including cyber-attacks such as viruses and worms, phishing attacks, denial-of-service attacks, physical or electronic break-ins, employee theft or misuse, and similar disruptions from unauthorized tampering with our servers and computer systems or those of third parties that we use in our operations, which could lead to interruptions, delays, loss of critical data, unauthorized access to user data, and loss of consumer confidence. In addition, we may be the target of email scams that attempt to acquire personal information or company assets. Despite our efforts to create security barriers to such threats, we may not be able to entirely mitigate these risks. Any cyber-attack that attempts to obtain our or our users’ data and assets, disrupt our service, or otherwise access our systems, or those of third parties we use, if successful, could adversely affect our business, operating results, and financial condition, be expensive to remedy, and damage our reputation. In addition, any such breaches may result in negative publicity, adversely affect our brand, decrease demand for our products and services, and adversely affect our operating results and financial condition.


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Any material disruption of our information technology systems, or those of third-party partners and data center providers could materially damage user and business partner relationships, and subject us to significant reputational, financial, legal, and operational consequences.
 
We depend on our information technology systems, as well as those of third parties, to develop new products and services, operate our website, host and manage our services, store data, process transactions, respond to user inquiries, and manage inventory and our supply chain. Any material disruption or slowdown of our systems or those of third parties whom we depend upon, including a disruption or slowdown caused by our failure to successfully manage significant increases in user volume or successfully upgrade our or their systems, system failures, or other causes, could cause outages or delays in our services, which could harm our brand and adversely affect our operating results. In addition, such disruption could cause information, including data related to orders, to be lost or delayed which could---especially if the disruption or slowdown occurred during the holiday season---result in delays in the delivery of products to stores and users or lost sales, which could reduce demand for our merchandise, harm our brand and reputation, and cause our revenue to decline. Problems with our third-party data center service providers, the telecommunications network providers with whom they contract, or with the systems by which telecommunications providers allocate capacity among their users could adversely affect the experience of our users. Our third-party data center service providers could decide to close their facilities or cease providing us services without adequate notice. Any changes in third-party service levels at our data centers or any errors, defects, disruptions, or other performance problems with our platform could harm our brand and may damage the data of our users. If changes in technology cause our information systems, or those of third parties whom we depend upon, to become obsolete, or if our or their information systems are inadequate to handle our growth, we could lose users and our business and operating results could be adversely affected.

Our failure or inability to protect our intellectual property rights, or claims by others that we are infringing upon or unlawfully using their intellectual property could diminish the value of our brand and weaken our competitive position, and adversely affect our business, financial condition, operating results, and prospects.
 
We currently rely on a combination of patent, copyright, trademark, trade secret, and unfair competition laws, as well as confidentiality agreements and procedures and licensing arrangements, to establish and protect our intellectual property rights. We have devoted substantial resources to the development of our proprietary technologies and related processes. In order to protect our proprietary technologies and processes, we rely in part on trade secret laws and confidentiality agreements with our employees, licensees, independent contractors, commercial partners, and other advisors. These agreements may not effectively prevent disclosure of confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. We cannot be certain that the steps taken by us to protect our intellectual property rights will be adequate to prevent infringement of such rights by others, including imitation of our products and misappropriation of our brand. Additionally, the process of obtaining patent or trademark protection is expensive and time-consuming, and we may not be able to file, apply for or prosecute all necessary or desirable patent applications or trademark applications at a reasonable cost or in a timely manner. We have obtained and applied for U.S. and foreign trademark registrations for the “Fitbit” brand and a variety of our product names, and will continue to evaluate the registration of additional trademarks as appropriate. However, we cannot guarantee that any of our pending trademark or patent applications will be approved by the applicable governmental authorities. Moreover, intellectual property protection may be unavailable or limited in some foreign countries where laws or law enforcement practices may not protect our intellectual property rights as fully as in the United States, and it may be more difficult for us to successfully challenge the use of our intellectual property rights by other parties in these countries. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and our failure or inability to obtain or maintain trade secret protection or otherwise protect our proprietary rights could adversely affect our business.
 
We are and may in the future be subject to patent infringement and trademark claims and lawsuits in various jurisdictions, and we cannot be certain that our products or activities do not violate the patents, trademarks, or other intellectual property rights of third-party claimants. Companies in the technology industry and other patent, copyright, and trademark holders seeking to profit from royalties in connection with grants of licenses own large numbers of patents, copyrights, trademarks, domain names, and trade secrets and frequently commence litigation based on allegations of infringement, misappropriation, or other violations of intellectual property or other rights. Companies may also be subject to criminal prosecution for trade secret theft under 18 U.S.C. section 1832. As we face increasing competition, the intellectual property rights claims against us and asserted by us have grown and will likely continue to grow. For example, we are currently involved in litigation with Jawbone and under a related federal criminal investigation concerning alleged theft of Jawbone’s trade secrets, which is described in Note 6, “Commitments and Contingencies” in the notes to our condensed consolidated financial statements.
 
We intend to vigorously defend and prosecute these litigation matters and, based on our review, we believe we have valid defenses and claims with respect to each of these matters. However, litigation is inherently uncertain, and any judgment or injunctive relief entered against us or any adverse settlement could materially and adversely impact our business, financial condition, operating

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results, and prospects. In addition, litigation can involve significant management time and attention and can be expensive, regardless of outcome. During the course of these litigation matters, there may be announcements of the results of hearings and motions, and other interim developments related to the litigation matters. If securities analysts or investors regard these announcements as negative, the market price of our Class A common stock may decline.
 
Further, from time to time, we have received and may continue to receive letters from third parties alleging that we are infringing upon their intellectual property rights. Successful infringement claims against us could result in significant monetary liability, prevent us from selling some of our products and services, or require us to change our branding. In addition, resolution of claims may require us to redesign our products, license rights from third parties at a significant expense, or cease using those rights altogether. We have also in the past and may in the future bring claims against third parties for infringing our intellectual property rights. Costs of supporting such litigation and disputes may be considerable, and there can be no assurances that a favorable outcome will be obtained. Patent infringement, trademark infringement, trade secret misappropriation, and other intellectual property claims and proceedings brought against us or brought by us, whether successful or not, could require significant attention of our management and resources and have in the past and could further result in substantial costs, harm to our brand, and have an adverse effect on our business.

We may experience difficulties implementing and maintaining our new enterprise resource planning system.
 
We recently implemented a new enterprise resource planning (“ERP”) system. ERP implementations are complex and time-consuming, and involve substantial expenditures on maintenance activities and software. The ERP system is critical to our ability to provide important information to our management, obtain and deliver products, provide services and customer support, send invoices and track payments, fulfill contractual obligations, accurately maintain books and records, provide accurate, timely and reliable reports on our financial and operating results or otherwise operate our business. ERP implementations also require transformation of business and financial processes in order to reap the benefits of the ERP system; any such transformation involves risks inherent in the conversion to a new computer system, including loss of information and potential disruption to our normal operations. We may discover deficiencies in our design or implementation or maintenance of the new ERP system that could adversely affect our ability to process orders, ship products, provide services and customer support, send invoices and track payments, fulfill contractual obligations, accurately maintain books and records, provide accurate, timely and reliable reports on our financial and operating results, or otherwise operate our business. Additionally, if the system does not operate as intended, the effectiveness of our internal control over financial reporting could be adversely affected or our ability to assess it adequately could be delayed.

The market for wearable devices is still in the early stages of growth and if it does not continue to grow, grows more slowly than we expect, or fails to grow as large as we expect, our business and operating results would be harmed.
 
The market for wearable devices is relatively new and unproven, and it is uncertain whether wearable devices will sustain high levels of demand and wide market acceptance. Our success will depend to a substantial extent on the willingness of people to widely adopt these products and services. In part, adoption of our products and services will depend on the increasing prevalence of wearable devices as well as new entrants to the wearable device market to raise the profile of both the market as a whole and our own platform. Our wearable devices have largely been used to measure and track activities such as walking, running, and sleeping. However, they have not been as widely adopted for other sports, exercise, and activities such as cycling, skiing, and swimming for which other niche products are more often used.

Furthermore, some individuals may be reluctant or unwilling to use wearable devices because they have concerns regarding the risks associated with data privacy and security. If the wider public does not perceive the benefits of our wearable devices or chooses not to adopt them as a result of concerns regarding privacy or data security or for other reasons, then the market for these products and services may not further develop, it may develop more slowly than we expect, or it may not achieve the growth potential we expect it to, any of which would adversely affect our operating results. The development and growth of this relatively new market may also prove to be a short-term trend.
   
If we continue to grow, we may not be able to effectively manage our growth and the increased complexity of our business, which could negatively impact our brand and financial performance.
 
We were founded in 2007 and have expanded our operations rapidly since our inception. Our employee headcount and the scope and complexity of our business have increased significantly, with the number of employees increasing from 1,101 as of December 31, 2015 to 1,753 as of December 31, 2016, and it decreased to 1,652 as of September 30, 2017. In January 2017, we announced a reorganization, including a reduction in force, that impacted approximately 110 employees, or 6% of our global workforce. Despite this reorganization, we have experienced rapid growth in recent periods and headcount is expected to grow in 2017. If our operations continue to grow, we may experience difficulties in obtaining components for our products in quantities

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sufficient to meet market demand, as well as delays in production and shipments, as our products are subject to risks associated with third-party sourcing and manufacturing. We could be required to continue to expand our sales and marketing, product development, and distribution functions, to upgrade our management information systems and other processes and technology, and to obtain more space for our expanding workforce. This expansion could increase the strain on our resources, and we could experience serious operating difficulties, including difficulties in hiring, training, and managing an increasing number of employees. If we do not adapt to meet these evolving challenges, and if the current and future members of our management team do not effectively scale with our growth, we may experience erosion to our brand, the quality of our products and services may suffer, and our corporate culture may be harmed.
 
Because we have only a limited history operating our business at its current scale, it is difficult to evaluate our current business and future prospects, including our ability to plan for and model future growth. Our limited operating experience at this scale, combined with the rapidly evolving nature of the market in which we sell our products and services, substantial uncertainty concerning how these markets may develop, and other economic factors beyond our control, reduces our ability to accurately forecast quarterly or annual revenue. As such, any predictions about our future revenue and expenses may not be as accurate as they would be if we had a longer operating history or operated in a more developed and predictable market. Failure to manage our future growth effectively could have an adverse effect on our business, which, in turn, could have an adverse impact on our operating results and financial condition.
 
 
Our failure to comply with U.S. and foreign laws related to privacy, data security, and data protection, such as European data protection law, which requires an adequate legal mechanism for the transfer of personal data outside of Europe, could adversely affect our financial condition, operating results, and our brand.
 
We are or may become subject to a variety of laws and regulations in the United States and abroad regarding privacy, data protection, and data security. These laws and regulations are continuously evolving and developing. The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be conflicting, particularly with respect to foreign laws.
 
In particular, there are numerous U.S. federal, state, and local laws and regulations and foreign laws and regulations regarding privacy and the collection, sharing, use, processing, disclosure, and protection of personal data. Such laws and regulations often have changes in scope, may be subject to differing interpretations, and may be inconsistent among different jurisdictions. For example, in April 2016, the EU Parliament adopted a new data protection regulation, known as the General Data Protection Regulation (“GDPR”), which will become effective in May 2018. The GDPR will include operational requirements for companies that receive or process personal data of residents of the European Union that are more stringent than those currently in place in the European Union, and that will include significant penalties for non-compliance, including fines of up to €20 million or 4% of total worldwide revenue. The costs of compliance with, and other burdens imposed by, the GDPR may limit the use and adoption of our products and services and could have an adverse impact on our business.

Additionally, we rely on various legal mechanisms for transferring certain personal data outside of the European Economic Area (“EEA”), including the EU-US Privacy Shield Framework (“Privacy Shield”) and EU Standard Contractual Clauses (“SCCs”). In November 2016, the US Department of Commerce approved our Privacy Shield self-certification, which is available on the Department’s Privacy Shield website. Both Privacy Shield and the SCCs are the subject of ongoing legal challenges in European courts. If we fail or are perceived to fail to meet the Privacy Shield principles or our obligations under the SCCs, or if any of these legal mechanisms for transferring data from the EEA are invalidated by European courts or otherwise become defunct, EU data protection authorities or the Federal Trade Commission could bring enforcement actions seeking to prohibit or suspend our data transfers or alleging unfair or deceptive practices. In such cases, we could be required to make potentially expensive changes to our information technology infrastructure and business operations, and we could face legal liability, fines, negative publicity, and resulting loss of business.

We strive to comply with all applicable laws, policies, legal obligations, and industry codes of conduct relating to privacy, data security, and data protection. However, given that the scope, interpretation, and application of these laws and regulations are often uncertain and may be conflicting, it is possible that these obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. Any failure or perceived failure by us or third-party service-providers to comply with our privacy or security policies or privacy-related legal obligations, or the failure or perceived failure by third-party apps with which our users choose to share their Fitbit data to comply with their privacy policies or privacy-related legal obligations as they relate to the Fitbit data shared with them, or any compromise of security that results in the unauthorized release or transfer of personal data, may result in governmental enforcement actions, litigation, or negative publicity, and could have an adverse effect on our brand and operating results.
 
Certain health-related laws and regulations such as the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), and the Health Information Technology for Economic and Clinical Health Act (“HITECH”), may have an impact on

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our business. For example, in September 2015 we announced that we intend to offer HIPAA compliant capabilities to certain customers of our corporate wellness offerings who are “covered entities” under HIPAA, which may include our execution of Business Associate Agreements with such covered entities. In addition, changes in applicable laws and regulations may result in the user data we collect being deemed protected health information (“PHI”), under HIPAA and HITECH. Furthermore, because we accept payment via credit cards, we are subject to payment card association operating rules and certification requirements, including the Payment Card Industry Data Security Standard (“PCI DSS”). If we are unable to comply with the applicable privacy and security requirements under HIPAA, HITECH, or PCI DSS, or we fail to comply with Business Associate Agreements that we enter into with covered entities, we could be subject to claims, legal liabilities, penalties, fines, and negative publicity, which could harm our operating results.
 
Governments are continuing to focus on privacy and data security and it is possible that new privacy or data security laws will be passed or existing laws will be amended in a way that is material to our business. Any significant change to applicable laws, regulations, or industry practices regarding our users’ data could require us to modify our services and features, possibly in a material manner, and may limit our ability to develop new products, services, and features. Although we have made efforts to design our policies, procedures, and systems to comply with the current requirements of applicable state, federal, and foreign laws, changes to applicable laws and regulations in this area could subject us to additional regulation and oversight, any of which could significantly increase our operating costs.
 
Our business and products are subject to a variety of additional U.S. and foreign laws and regulations that are central to our business; our failure to comply with these laws and regulations could harm our business or our operating results.

We are or may become subject to a variety of laws and regulations in the United States and abroad that involve matters central to our business, including laws and regulations regarding consumer protection, advertising, privacy, intellectual property, manufacturing, anti-bribery and anti-corruption, and economic or other trade prohibitions or sanctions.

The labeling, distribution, importation, marketing, and sale of our products are subject to extensive regulation by various U.S. state and federal and foreign agencies, including the U.S. Consumer Product Safety Commission (“CPSC”), FTC, FDA, Federal Communications Commission, and state attorneys general, as well as by various other federal, state, provincial, local, and international regulatory authorities in the countries in which our products and services are distributed or sold. If we fail to comply with any of these regulations, we could become subject to enforcement actions or the imposition of significant monetary fines, other penalties, or claims, which could harm our operating results or our ability to conduct our business.
 
The global nature of our business operations also create various domestic and foreign regulatory challenges and subject us to laws and regulations such as the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act, and similar anti-bribery and anti-corruption laws in other jurisdictions, and our products are also subject to U.S. export controls, including the U.S. Department of Commerce’s Export Administration Regulations and various economic and trade sanctions regulations established by the Treasury Department’s Office of Foreign Assets Controls. If we become liable under these laws or regulations, we may be forced to implement new measures to reduce our exposure to this liability. This may require us to expend substantial resources or to discontinue certain products or services, which would negatively affect our business, financial condition, and operating results. In addition, the increased attention focused upon liability issues as a result of lawsuits, regulatory proceedings, and legislative proposals could harm our brand or otherwise impact the growth of our business. Any costs incurred as a result of compliance or other liabilities under these laws or regulations could harm our business and operating results.
 
Our international operations subject us to additional costs and risks, and our continued expansion internationally may not be successful.
 
We have entered into many international markets in a relatively short time and may enter into additional markets in the future. Outside of the United States, we currently have operations in Australia and a number of countries in Asia and Europe. There are significant costs and risks inherent in conducting business in international markets, including:

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establishing and maintaining effective controls at foreign locations and the associated increased costs;
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adapting our technologies, products, and services to non-U.S. consumers’ preferences and customs;
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variations in margins by geography;
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increased competition from local providers of similar products;
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longer sales or collection cycles in some countries;
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compliance with foreign laws and regulations;
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compliance with the laws of numerous taxing jurisdictions where we conduct business, potential double taxation of our international earnings, and potentially adverse tax consequences due to U.S. and foreign tax laws as they relate to our international operations;

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compliance with anti-bribery laws, such as the FCPA and the U.K. Bribery Act, by us, our employees, and our business partners;
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complexity and other risks associated with current and future foreign legal requirements, including legal requirements related to consumer protection, consumer product safety, and data privacy frameworks, such as the E.U. General Data Protection Regulation, and any applicable privacy and data protection laws in foreign jurisdictions where we currently conduct business or intend to conduct business in the future;
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currency exchange rate fluctuations and related effects on our operating results;
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economic and political instability in some countries, particularly those in China where we have expanded;
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the uncertainty of protection for intellectual property rights in some countries and practical difficulties of enforcing rights abroad;
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tariffs and customs duties and the classification of our products by applicable governmental bodies; and
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other costs of doing business internationally.

Our products are manufactured overseas and imported into the United States, the European Union, and other countries and may be subject to duties, tariffs and anti-dumping penalties imposed by applicable customs authorities. Those duties and tariffs are based on the classification of each of our products and is routinely subject to review by the applicable customs authorities. We are unable to predict whether those authorities will agree with our classifications and if those authorities do not agree with our classifications additional duties, tariffs or other trade restrictions may be imposed on the importation of our products. Such actions could result in increases in the cost of our products generally and might adversely affect our sales and profitability.

These factors and other factors could harm our international operations and, consequently, materially impact our business, operating results, and financial condition. Further, we may incur significant operating expenses as a result of our international expansion, and it may not be successful. We have limited experience with regulatory environments and market practices internationally, and we may not be able to penetrate or successfully operate in new markets. We may also encounter difficulty expanding into new international markets because of limited brand recognition in certain parts of the world, leading to delayed acceptance of our products and services by users in these new international markets. If we are unable to continue to expand internationally and manage the complexity of our global operations successfully, our financial condition and operating results could be adversely affected.

To date, we have derived substantially all of our revenue from sales of our wearable devices, and sales of our subscription-based premium services have historically accounted for less than 1% of our revenue.
 
To date, substantially all of our revenue has been derived from sales of our wearable devices, and we expect to continue to derive the substantial majority of our revenue from sales of these devices for the foreseeable future. In each of the three and nine months ended September 30, 2017 and October 1, 2016, we derived less than 1% of our revenue from sales of our subscription-based premium services. However, in the future we expect to increase sales of subscriptions to these services. For example, in October 2017, we launched Fitbit Coach, our new premium guidance and coaching paid offering. If consumer reception is unfavorable or we are unable to successfully sell and market our premium services, we may be deprived of a potentially significant source of revenue in the future. In addition, sales of our premium services may lead to additional sales of our wearable devices and user engagement with our platform. As a result, our future growth and financial performance may depend, in part, on our ability to sell more subscriptions to our premium services.

We are regularly subject to general litigation, regulatory disputes, and government inquiries.

We are regularly subject to claims, lawsuits, including potential class actions, government investigations, and other proceedings involving competition and antitrust, intellectual property, privacy, consumer protection, accessibility claims, securities, tax, labor and employment, commercial disputes, and other matters. The number and significance of these disputes and inquiries have increased as our company has grown larger, our business has expanded in scope and geographic reach, and our products and services have increased in complexity.

The outcome and impact of such claims, lawsuits, government investigations, and proceedings cannot be predicted with certainty. Regardless of the outcome, such investigations and proceedings can have an adverse impact on us because of legal costs, diversion of management resources, and other factors. Determining reserves for our pending litigation is a complex, fact-intensive process that is subject to judgment calls. It is possible that a resolution of one or more such proceedings could require us to make substantial payments to satisfy judgments, fines or penalties or to settle claims or proceedings, any of which could harm our business. These proceedings could also result in reputational harm, criminal sanctions, or orders preventing us from offering certain products, or services, or requiring a change in our business practices in costly ways, or requiring development of non-infringing or otherwise altered products or technologies. Any of these consequences could harm our business.


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An economic downturn or economic uncertainty may adversely affect consumer discretionary spending and demand for our products and services.
 
Our products and services may be considered discretionary items for consumers. Factors affecting the level of consumer spending for such discretionary items include general economic conditions, and other factors, such as consumer confidence in future economic conditions, fears of recession, the availability and cost of consumer credit, levels of unemployment, and tax rates. As global economic conditions continue to be volatile or economic uncertainty remains, including economic conditions resulting from recent volatility in European markets, trends in consumer discretionary spending also remain unpredictable and subject to reductions. Unfavorable economic conditions may lead consumers to delay or reduce purchases of our products and services and consumer demand for our products and services may not grow as we expect. Our sensitivity to economic cycles and any related fluctuation in consumer demand for our products and services may have an adverse effect on our operating results and financial condition.

Our financial performance is subject to risks associated with changes in the value of the U.S. dollar versus local currencies.
 
Our primary exposure to movements in foreign currency exchange rates relates to non-U.S. dollar denominated sales and operating expenses worldwide. Weakening of foreign currencies relative to the U.S. dollar adversely affects the U.S. dollar value of our foreign currency-denominated sales and earnings, and generally leads us to raise international pricing, potentially reducing demand for our products. In some circumstances, for competitive or other reasons, we may decide not to raise local prices to fully offset the strengthening of the U.S. dollar, or at all, which would adversely affect the U.S. dollar value of our foreign currency denominated sales and earnings. Conversely, a strengthening of foreign currencies relative to the U.S. dollar, while generally beneficial to our foreign currency-denominated sales and earnings, could cause us to reduce international pricing, incur losses on our foreign currency derivative instruments, and incur increased operating expenses, thereby limiting any benefit. Additionally, strengthening of foreign currencies may also increase our cost of product components denominated in those currencies, thus adversely affecting gross margins.

We use derivative instruments, such as foreign currency forward contracts, to hedge certain exposures to fluctuations in foreign currency exchange rates. The use of such hedging activities may not offset any, or more than a portion, of the adverse financial effects of unfavorable movements in foreign exchange rates over the limited time the hedges are in place. In addition, our counterparties may be unable to meet the terms of the agreements. We seek to mitigate this risk by limiting counterparties to major financial institutions and by spreading the risk across several major financial institutions.

Changes in legislation in U.S. and foreign taxation of international business activities or the adoption of other tax reform policies, as well as the application of such laws, could materially impact our financial position and operating results.
 
Recent or future changes to the U.S. and other foreign tax laws could impact the tax treatment of our foreign earnings. We generally conduct our international operations through wholly owned subsidiaries, branches, or representative offices and report our taxable income in various jurisdictions worldwide based upon our business operations in those jurisdictions. Our income tax obligations are based on our corporate operating structure, including the manner in which we develop, value, and use our intellectual property, scope of our international operations, and intercompany arrangements with and amongst the subsidiaries within the company group. Our direct and indirect subsidiaries are subject to complex transfer pricing tax regulations administered by taxing authorities in various jurisdictions. Economic and political pressures to increase tax revenue in various jurisdictions may adversely impact various aspects of the existing framework under which our tax obligations are determined in various countries in which we operate. Any changes in the tax laws applicable to our international business activities, including the laws of the United States and other jurisdictions, may impact our worldwide effective tax rate, and may adversely affect our financial position, and operating results.
 
In addition, our effective tax rates could be adversely affected by earnings being lower than anticipated in countries where we have lower statutory rates and higher than anticipated in countries where we have lower statutory rates and higher than anticipated in countries where we have higher statutory rates, by changes in foreign currency exchange rates, or by changes in the relevant tax, accounting, and other laws, regulations, principles, and interpretations, or by changes in the valuation of our deferred tax assets and liabilities. For example, in the third quarter of 2017, we recorded a $111.4 million valuation allowance against a portion of our U.S. deferred tax assets. As we operate in numerous taxing jurisdictions, the application of tax laws can be subject to diverging and sometimes conflicting interpretations by tax authorities of these jurisdictions.
 
We are subject to review and audit by U.S. and other tax authorities. If any tax authority disagrees with any position we have taken, our tax liabilities and operating results may be adversely affected.
 
If we are unable to protect our domain names, our brand, business, and operating results could be adversely affected.
 

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We have registered domain names for websites (“URLs”), that we use in our business, such as Fitbit.com. If we are unable to maintain our rights in these domain names, our competitors or other third parties could capitalize on our brand recognition by using these domain names for their own benefit. In addition, although we own the “Fitbit” domain name under various global top level domains such as .com and .net, as well as under various country-specific domains, we might not be able to, or may choose not to, acquire or maintain other country-specific versions of the “Fitbit” domain name or other potentially similar URLs. The regulation of domain names in the United States and elsewhere is generally conducted by Internet regulatory bodies and is subject to change. If we lose the ability to use a domain name in a particular country, we may be forced to either incur significant additional expenses to market our solutions within that country, including the development of a new brand and the creation of new promotional materials, or elect not to sell our solutions in that country. Either result could substantially harm our business and operating results. Regulatory bodies could establish additional top-level domains, appoint additional domain name registrars, or modify the requirements for holding domain names. As a result, we may not be able to acquire or maintain the domain names that utilize the name “Fitbit” in all of the countries in which we currently conduct or intend to conduct business. Further, the relationship between regulations governing domain names and laws protecting trademarks and similar proprietary rights varies among jurisdictions and is unclear in some jurisdictions. Domain names similar to ours have already been registered in the United States and elsewhere, and we may be unable to prevent third parties from acquiring and using domain names that infringe, are similar to, or otherwise decrease the value of, our brand or our trademarks. Protecting and enforcing our rights in our domain names and determining the rights of others may require litigation, which could result in substantial costs, divert management attention, and not be decided favorably to us.
 
Our use of “open source” software could negatively affect our ability to sell our products and subject us to possible litigation.
 
A portion of the technologies we use incorporates “open source” software, and we may incorporate open source software in the future. Such open source software is generally licensed by its authors or other third parties under open source licenses. These licenses may subject us to certain unfavorable conditions, including requirements that we offer our products and services that incorporate the open source software for no cost, that we make publicly available source code for modifications or derivative works we create based upon, incorporating, or using the open source software, or that we license such modifications or derivative works under the terms of the particular open source license. Additionally, if a third-party software provider has incorporated open source software into software that we license from such provider, we could be required to disclose or provide at no cost any of our source code that incorporates or is a modification of such licensed software. If an author or other third party that distributes open source software that we use or license were to allege that we had not complied with the conditions of the applicable license, we could be required to incur significant legal expenses defending against such allegations and could be subject to significant damages and enjoined from the sale of our products and services that contained the open source software. Any of the foregoing could disrupt the distribution and sale of our products and services and harm our business.
 
We may engage in merger and acquisition activities, which could require significant management attention, disrupt our business, dilute stockholder value, and adversely affect our operating results.
 
As part of our business strategy, we may make investments in other companies, products, or technologies. For example, in 2016, we acquired assets from Coin, Inc., Pebble Industries, Inc., and Vector Watch S.R.L. We may not be able to find suitable acquisition candidates and we may not be able to complete acquisitions on favorable terms, if at all. If we do complete acquisitions, we may not ultimately strengthen our competitive position or achieve our goals, and any acquisitions we complete could be viewed negatively by users or investors. In addition, if we fail to successfully integrate such acquisitions, or the technologies associated with such acquisitions, into our company, the revenue and operating results of the combined company could be adversely affected.
 
Acquisitions may disrupt our ongoing operations, divert management from their primary responsibilities, subject us to additional liabilities, increase our expenses, and adversely impact our business, financial condition, operating results, and cash flows. We may not successfully evaluate or utilize the acquired technology and accurately forecast the financial impact of an acquisition transaction, including accounting charges. We would have to pay cash, incur debt, or issue equity securities to pay for any such acquisition, each of which may affect our financial condition or the value of our capital stock and could result in dilution to our stockholders. If we incur more debt it would result in increased fixed obligations and could also subject us to covenants or other restrictions that would impede our ability to manage our operations. Additionally, we may receive indications of interest from other parties interested in acquiring some or all of our business. The time required to evaluate such indications of interest could require significant attention from management, disrupt the ordinary functioning of our business, and adversely affect our operating results.

There have been reports that some users of certain of our devices have experienced skin irritations, which could result in additional negative publicity or otherwise harm our business. In addition, some of our users have filed personal injury lawsuits against us relating to certain of our devices, which could divert management’s attention from our operations and result in substantial legal fees and other costs.
 

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Due to the nature of some of our wearable devices, some users have had in the past and may in the future experience skin irritations or other biocompatibility issues not uncommon with jewelry or other wearable products that stay in contact with skin for extended periods of time. There have been reports of some users of certain of our devices experiencing skin irritations. This negative publicity could harm sales of our products and also adversely affect our relationships with retailers that sell our products, including causing them to be reluctant to continue to sell our products. In addition, some of our users have filed personal injury lawsuits against us relating to certain of our devices. While we do not believe that these lawsuits are material, due to the inherent uncertainties of litigation, we cannot accurately predict the ultimate outcome of any proceedings arising from such claims, and these actions or other third-party claims against us may result in the diversion of our management’s time and attention from other aspects of our business and may cause us to incur substantial litigation or settlement costs. If large numbers of users experience these problems, we could be subject to enforcement actions or the imposition of significant monetary fines, other penalties, or proceedings by the CPSC or other U.S. or foreign regulatory agencies and face additional personal injury or class action litigation, any of which could have a material adverse impact on our business, financial condition, and operating results.

We may be subject to CPSC recalls, regulatory proceedings and litigation in various jurisdictions, including multi-jurisdiction federal and state class action and personal injury claims, which may require significant management attention and disrupt our business operations, and adversely affect our financial condition, operating results, and our brand.
 
We face product liability, product safety and product compliance risks relating to the sale, use and performance of our products. The products we sell must be designed and manufactured to be safe for their intended purposes. Certain of our products must comply with certain federal and state laws and regulations. For example, some of our products are subject to the Consumer Product Safety Act and the Consumer Product Safety Improvement Act, which empower the CPSC. The CPSC is empowered to take action against hazards presented by consumer products, up to and including product recalls. We are required to report certain incidents related to the safety and compliance of our products to the CPSC, and failure to do so could result in a civil penalty.

Our products may, from time to time, be subject to recall for product safety and compliance reasons. For example, in March 2014, we recalled one of our products, the Fitbit Force, after some of our users experienced allergic reactions to adhesives in the wristband. These reactions included skin irritation, rashes, and blistering. The recall had a negative impact on our operating results, primarily in our fourth quarter of 2013, the first quarter of 2014, and the fourth quarter of 2015. We have provided and are continuing to provide full refunds to consumers who return the Fitbit Force. If returns of the Fitbit Force or other costs related to the recall are higher than anticipated, we will be required to increase our reserves related to the recall which would negatively impact our operating results in the future.
 
The recall is being conducted in conjunction with the CPSC, which has been monitoring recall effectiveness and compliance. In addition to the financial impacts discussed elsewhere in this Quarterly Report on Form 10-Q, this recall requires us to collect a significant amount of information for the CPSC, which takes significant time and internal and external resources.
 
A large number of lawsuits, including multi-jurisdiction complex federal and state class action and personal injury claims, were filed against us relating to the Fitbit Force. These litigation matters have required significant attention of our management and resources and disrupted the ordinary course of our business operations. We have settled all of the class action lawsuits, and a number of personal injury claims. In the fourth quarter of 2015, we received proceeds from the insurance policies that apply to these claims and related legal fees, and we recorded an accrual for liabilities arising under these claims that was immaterial and falls within the amount of the insurance proceeds received.
 
In addition, the CPSC previously conducted an investigation into several of our products. Although the CPSC did not find a substantial product hazard, there can be no assurances that investigations will not be conducted or that product hazards or other defects will not be found in the future with respect to our products. The Fitbit Force product recall, regulatory proceedings, and litigation have had and may continue to have, and any future recalls, regulatory proceedings, and litigation could have an adverse impact on our financial condition, operating results, and brand. Furthermore, because of the global nature of our product sales, in the event we experience defects with respect to products sold outside the United States, we could become subject to recalls, regulatory proceedings, and litigation by foreign governmental agencies and private litigants, which could significantly increase the costs of managing any product issues. Any ongoing and future regulatory proceedings or litigation, regardless of their merits, could further divert management’s attention from our operations and result in substantial legal fees and other costs.

Our Aria scales are subject to FDA and corresponding regulations, and sales of this product or future regulated products could be adversely affected if we fail to comply with the applicable requirements.
 
Medical devices, including our Aria scales, are regulated by the FDA and corresponding state regulatory agencies, and we may have future products that are regulated as medical devices by the FDA. The medical device industry in the United States is regulated by governmental authorities, principally the FDA and corresponding state regulatory agencies. Before we can market

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or sell a new regulated product or make a significant modification to an existing medical device in the United States, we must obtain regulatory clearance or approval from the FDA, unless an exemption from pre-market review applies. In addition, certain future software functionality, whether standalone or embedded in existing or future devices, may be regulated as a medical device and require pre-market review and approval by the FDA. The process of obtaining regulatory clearances or approvals to market a medical device can be costly and time consuming, and we may not be able to obtain these clearances or approvals on a timely basis, or at all, for future products. Any delay in, or failure to receive or maintain, clearance or approval for any medical device products under development could prevent us from generating revenue from these products. Medical devices are also subject to numerous ongoing compliance requirements under the regulations of the FDA and corresponding state regulatory agencies, which can be costly and time consuming. For example, under FDA regulations medical device manufacturers are required to, among other things, (i) establish a quality system to help ensure that their products consistently meet applicable requirements and specifications, (ii) establish and maintain procedures for receiving, reviewing, and evaluating complaints, (iii) establish and maintain a corrective and preventive action procedure, (iv) report certain device-related adverse events and product problems to the FDA, and (v) report to the FDA the removal or correction of a distributed product. If we experience any product problems requiring reporting to the FDA or if we otherwise fail to comply with applicable FDA regulations or the regulations of corresponding state regulatory agencies, with respect to our Aria scales or future regulated products, we could jeopardize our ability to sell our products and could be subject to enforcement actions such as fines, civil penalties, injunctions, recalls of products, delays in the introduction of products into the market, and refusal of the FDA or other regulators to grant future clearances or approvals, which could harm our reputation, business, operating results, and financial condition.

If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.
 
We are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), and the rules and regulations of the applicable listing standards of the New York Stock Exchange. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting, and financial compliance costs, make some activities more difficult, time-consuming, and costly, and place strain on our personnel, systems, and resources.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are also required to make a formal assessment and provide an annual management report on the effectiveness of our internal control over financial reporting, which must be attested to by our independent registered public accounting firm. In order to maintain the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, resources, including accounting-related costs and management oversight.
 
Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. Further, weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future. Any failure to maintain or develop effective controls or any difficulties encountered in their implementation or improvement could harm our operating results or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our Class A common stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on the New York Stock Exchange.
 
 
Our business is subject to the risk of earthquakes, fire, power outages, floods, and other catastrophic events, and to interruption by manmade problems such as terrorism.
 
Our business is vulnerable to damage or interruption from earthquakes, fires, floods, power losses, telecommunications failures, terrorist attacks, acts of war, human errors, break-ins, and similar events. The third-party systems and operations and contract manufacturers we rely on, such as the data centers we lease, are subject to similar risks. For example, a significant natural disaster, such as an earthquake, fire, or flood, could have an adverse effect on our business, operating results, and financial condition, and our insurance coverage may be insufficient to compensate us for losses that may occur. Our corporate offices and one of our data center facilities are located in California, a state that frequently experiences earthquakes. In addition, the facilities at which our contract manufacturers manufacture our products are located in parts of Asia that frequently endure typhoons and earthquakes. Acts of terrorism, which may be targeted at metropolitan areas that have higher population density than rural areas, could also cause disruptions in our or our suppliers’, contract manufacturers’, and logistics providers’ businesses or the economy as a whole. We may not have sufficient protection or recovery plans in some circumstances, such as natural disasters affecting California or other locations where we have data centers or store significant inventory of our products. As we rely heavily on our data center

57

facilities, computer and communications systems, and the Internet to conduct our business and provide high-quality customer service, these disruptions could negatively impact our ability to run our business and either directly or indirectly disrupt suppliers’ businesses, which could have an adverse effect on our business, operating results, and financial condition.
 
If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our operating results could be adversely affected.
 
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q. The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities, and equity, and the amount of revenue and expenses that are not readily apparent from other sources. Significant assumptions and estimates used in preparing our condensed consolidated financial statements include those related to revenue recognition, inventories, product warranty reserves, business combinations, accounting for income taxes, and stock-based compensation expense. Our operating results may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our operating results to fall below the expectations of securities analysts and investors, resulting in a decline in the price of our Class A common stock.

Our revolving credit facility provides our lenders with first-priority liens against substantially all of our assets, excluding our intellectual property, and contains financial covenants and other restrictions on our actions, which could limit our operational flexibility and otherwise adversely affect our financial condition.
 
In December 2015, we amended and restated our existing revolving credit facility and revolving credit and guarantee agreement into one senior credit facility. We further amended this agreement in May 2017. Our credit agreement restricts our ability to, among other things:
 
•
use our accounts receivable, inventory, trademarks, and most of our other assets as security in other borrowings or transactions;
•
incur additional indebtedness;
•
sell certain assets;
•
guarantee certain obligations of third parties;
•
declare dividends or make certain distributions; and
•
undergo a merger or consolidation or other transactions.

Our credit agreement requires us to maintain a minimum liquidity reserve. Our ability to comply with these and other covenants is dependent upon a number of factors, some of which are beyond our control.
 
Our failure to comply with the covenants or payment requirements, or the occurrence of other events specified in our credit agreement, could result in an event of default under the credit agreement, which would give our lenders the right to terminate their commitments to provide additional loans under the credit agreement and to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be immediately due and payable. In addition, we have granted our lenders first-priority liens against all of our assets, excluding our intellectual property, as collateral. Failure to comply with the covenants or other restrictions in the credit agreement could result in a default. If the debt under our credit agreement was to be accelerated, we may not have sufficient cash on hand or be able to sell sufficient collateral to repay it, which would have an immediate adverse effect on our business and operating results. This could potentially cause us to cease operations and result in a complete loss of your investment in our Class A common stock.

We are exposed to fluctuations in the market values of our investments.
 
Credit ratings and pricing of our investments can be negatively affected by liquidity, credit deterioration, financial results, economic risk, political risk, sovereign risk, changes in interest rates, or other factors. As a result, the value and liquidity of our cash, cash equivalents, and marketable securities may fluctuate substantially. Therefore, although we have not realized any significant losses on its cash, cash equivalents, and marketable securities, future fluctuations in their value could result in a significant realized loss, which could materially adversely affect our financial condition and operating results.
 
Regulations related to conflict minerals may cause us to incur additional expenses and could limit the supply and increase the costs of certain metals used in the manufacturing of our products.
 

58

We are subject to requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, which will require us to conduct due diligence on and disclose whether or not our products contain conflict minerals. The implementation of these requirements could adversely affect the sourcing, availability, and pricing of the materials used in the manufacture of components used in our products. In addition, we will incur additional costs to comply with the disclosure requirements, including costs related to conducting diligence procedures to determine the sources of minerals that may be used or necessary to the production of our products and, if applicable, potential changes to products, processes, or sources of supply as a consequence of such due diligence activities. It is also possible that we may face reputational harm if we determine that certain of our products contain minerals not determined to be conflict free or if we are unable to alter our products, processes, or sources of supply to avoid such materials.
 
Risks Related to Ownership of Our Class A Common Stock
 
The market price of our Class A common stock has been and will likely continue to be volatile, and you could lose all or part of your investment.
 
The market price of our Class A common stock has been, and will likely continue to be, volatile. Since shares of our Class A common stock were sold in our IPO in June 2015 at a price of $20.00 per share, our stock price has ranged from $4.99 to $51.90 through September 30, 2017. In addition, the trading prices of the securities of technology companies in general have been highly volatile.
 
The market price of our Class A common stock may continue to fluctuate significantly in response to numerous factors, many of which are beyond our control, including:
 
•
overall performance of the equity markets;
•
actual or anticipated fluctuations in our revenue and other operating results;
•
changes in the financial projections we may provide to the public or our failure to meet these projections;
•
failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;
•
recruitment or departure of key personnel;
•
the economy as a whole and market conditions in our industry;
•
negative publicity related to problems in our manufacturing or the real or perceived quality of our products, as well as the failure to timely launch new products that gain market acceptance;
•
rumors and market speculation involving us or other companies in our industry;
•
announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;
•
new laws or regulations or new interpretations of existing laws or regulations applicable to our business;
•
lawsuits threatened or filed against us;
•
other events or factors, including those resulting from war, incidents of terrorism, or responses to these events; and
•
sales of shares of our Class A common stock by us or our stockholders.

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. We are currently subject to securities litigation, which is described in Note 6, “Commitments and Contingencies” in the notes to our condensed consolidated financial statements. This or any future securities litigation could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business.

Sales of substantial amounts of our Class A common stock in the public markets, or the perception that they might occur, could cause the market price of our Class A common stock to decline.

Sales of a substantial number of shares of our Class A common stock into the public market, particularly sales by our directors, executive officers, and principal stockholders, or the perception that these sales might occur, could cause the market price of our Class A common stock to decline.

As of September 30, 2017, there were 236.4 million shares of Class A and Class B common stock outstanding. All shares of our common stock are available for sale in the public market, subject in certain cases to volume limitations under Rule 144 under the Securities Act of 1933, as amended, or the Securities Act, various vesting agreements, as well as our insider trading policy.

In addition, as of September 30, 2017, we had stock options outstanding that, if fully exercised, would result in the issuance of 1.7 million shares of Class A common stock and 20.4 million shares of Class B common stock (which shares of Class B common

59

stock generally convert to Class A common stock upon their sale or transfer). We also had RSUs outstanding as of September 30, 2017 that may be settled for 17.4 million shares of Class A common stock and 0.1 million shares of Class B common stock. As of September 30, 2017, all of the shares issuable upon the exercise of stock options or settlement of RSUs and the shares reserved for future issuance under our equity incentive plans, are registered for public resale under the Securities Act. Accordingly, these shares may be freely sold in the public market upon issuance subject to applicable vesting requirements.

In addition, certain holders of our capital stock have rights, subject to some conditions, to require us to file registration statements for the public resale of their shares or to include such shares in registration statements that we may file for us or other stockholders.

The dual class structure of our common stock has the effect of concentrating voting control with our founders and certain other holders of our Class B common stock, including our directors, executive officers, and significant stockholders. This will limit or preclude your ability to influence corporate matters, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring stockholder approval.
 
Our Class B common stock has ten votes per share and our Class A common stock has one vote per share. As of September 30, 2017, our directors, executive officers, and holders of more than 5% of our common stock, and their respective affiliates, held a substantial majority of the voting power of our capital stock. Because of the ten-to-one voting ratio between our Class B and Class A common stock, our co-founders, who currently serve as our chief executive officer and chief technology officer, and certain other holders of our Class B common stock collectively will control a majority of the combined voting power of our common stock and therefore are able to control all matters submitted to our stockholders for approval until the earlier of June 17, 2027 or the date the holders of a majority of our Class B common stock choose to convert their shares. This concentrated control will limit or preclude your ability to influence corporate matters for the foreseeable future, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring stockholder approval. In addition, this may prevent or discourage unsolicited acquisition proposals or offers for our capital stock that you may feel are in your best interest as one of our stockholders.
 
Future transfers by holders of Class B common stock will generally result in those shares converting to Class A common stock, subject to limited exceptions, such as certain transfers effected for estate planning purposes. The conversion of Class B common stock to Class A common stock will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares in the long term.

If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business, the price of our Class A common stock and trading volume could decline.
 
The trading market for our Class A common stock depends in part on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. If industry analysts cease coverage of us, the trading price for our common stock would be negatively affected. If one or more of the analysts who cover us downgrade our Class A common stock or publish inaccurate or unfavorable research about our business, our common stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our Class A common stock could decrease, which might cause our Class A common stock price and trading volume to decline.

We do not intend to pay dividends for the foreseeable future.
 
We have never declared or paid any cash dividends on our common stock and do not intend to pay any cash dividends in the foreseeable future. We anticipate that we will retain all of our future earnings for use in the development of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our board of directors. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments. In addition, our credit facility contains restrictions on our ability to pay dividends.
 
Provisions in our charter documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current management, limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees, and limit the market price of our common stock.
 
Provisions in our restated certificate of incorporation and restated bylaws may have the effect of delaying or preventing a change of control or changes in our management. Our restated certificate of incorporation and restated bylaws include provisions that:
 

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•
provide that our board of directors will be classified into three classes of directors with staggered three-year terms at such time as the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of our common stock;
•
permit the board of directors to establish the number of directors and fill any vacancies and newly created directorships;
•
require super-majority voting to amend some provisions in our restated certificate of incorporation and restated bylaws;
•
authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan;
•
provide that only the chairman of our board of directors, our chief executive officer, or a majority of our board of directors will be authorized to call a special meeting of stockholders;
•
provide for a dual class common stock structure in which holders of our Class B common stock have the ability to control the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the outstanding shares of our Class A and Class B common stock, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets;
•
prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;
•
provide that the board of directors is expressly authorized to make, alter, or repeal our bylaws; and
•
establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.

In addition, our restated certificate of incorporation provides that the Court of Chancery of the State of Delaware will be the exclusive forum for: any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our restated certificate of incorporation, or our restated bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, or other employees, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in our restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results, and financial condition.
 
Moreover, Section 203 of the Delaware General Corporation Law may discourage, delay, or prevent a change in control of our company. Section 203 imposes certain restrictions on mergers, business combinations, and other transactions between us and holders of 15% or more of our common stock.


Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

(a) Sales of Unregistered Securities
 
On July 10, 2017, the Company issued a warrant to Granite Peak Technologies, LLC, an accredited investor, to purchase 450,000 shares of its Class A common stock. The warrant is exercisable based on service and performance-based conditions and has an exercise price of $5.23 per share and a contractual term of ten years. The Company believes that the issuance and sale of the warrant is exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereunder. The recipient of the warrant represented its intentions to acquire the warrant for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the warrant issued in this transaction.




Item 6. Exhibits


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Exhibit
 
 
 
Incorporated by Reference
 
Filed
Number
 
Exhibit Description
 
Form
 
File No.
 
Exhibit
 
Filing Date
 
Herewith
 
 
 
 
 
 
 
 
 
 
 
 
 
10.1
 
Warrant to Purchase Stock by and between the Registrant and Granite Peak Technologies, LLC, dated July 10, 2017.
 
 
 
 
 
 
 
 
 
X
31.1
 
Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer.
 
 
 
 
 
 
 
 
 
X
31.2
 
Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer.
 
 
 
 
 
 
 
 
 
X
32.1#
 
Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.
 
 
 
 
 
 
 
 
 
X
101.INS
 
XBRL Instance Document.
 
 
 
 
 
 
 
 
 
X
101.SCH
 
XBRL Taxonomy Extension Schema Document.
 
 
 
 
 
 
 
 
 
X
101.CAL

 
XBRL Taxonomy Extension Calculation Linkbase Document.
 
 
 
 
 
 
 
 
 
X
101.DEF

 
XBRL Taxonomy Extension Definition Linkbase Document.
 
 
 
 
 
 
 
 
 
X
101.LAB

 
XBRL Taxonomy Extension Labels Linkbase Document.
 
 
 
 
 
 
 
 
 
X
101.PRE

 
XBRL Taxonomy Extension Presentation Linkbase Document.
 
 
 
 
 
 
 
 
 
X
    
# These certifications are deemed not filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

62



SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FITBIT, INC.
 
 
 
 
 
Date:
November 3, 2017
 
 
/s/ WILLIAM ZERELLA
 
 
 
 
William Zerella
 
 
 
 
Chief Financial Officer
(Principal Financial and Accounting Officer)

63

EXHIBIT INDEX

Exhibit
 
 
 
Incorporated by Reference
 
Filed
Number
 
Exhibit Description
 
Form
 
File No.
 
Exhibit
 
Filing Date
 
Herewith
 
 
 
 
 
 
 
 
 
 
 
 
 
10.1
 
 
 
 
 
 
 
 
 
 
X
31.1
 
 
 
 
 
 
 
 
 
 
X
31.2
 
 
 
 
 
 
 
 
 
 
X
32.1#
 
 
 
 
 
 
 
 
 
 
X
101.INS
 
XBRL Instance Document.
 
 
 
 
 
 
 
 
 
X
101.SCH
 
XBRL Taxonomy Extension Schema Document.
 
 
 
 
 
 
 
 
 
X
101.CAL

 
XBRL Taxonomy Extension Calculation Linkbase Document.
 
 
 
 
 
 
 
 
 
X
101.DEF

 
XBRL Taxonomy Extension Definition Linkbase Document.
 
 
 
 
 
 
 
 
 
X
101.LAB

 
XBRL Taxonomy Extension Labels Linkbase Document.
 
 
 
 
 
 
 
 
 
X
101.PRE

 
XBRL Taxonomy Extension Presentation Linkbase Document.
 
 
 
 
 
 
 
 
 
X
    
# These certifications are deemed not filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.


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