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EX-32.1 - EXHIBIT 32.1 - FITBIT INCexhibit321q12018.htm
EX-31.2 - EXHIBIT 31.2 - FITBIT INCexhibit312q12018.htm
EX-31.1 - EXHIBIT 31.1 - FITBIT INCexhibit311q12018.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 March 31, 2018
or
 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________
Commission file number: 001-37444
__________________________________________
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 April 26, 2018, there were 210,007,130 shares of the registrant’s Class A common stock outstanding and 31,284,263 shares of the registrant’s Class B common stock outstanding.



TABLE OF CONTENTS

 
 
Page 
Number
 
 
 
 
  
 
  
  
 
Condensed Consolidated Balance Sheets—March 31, 2018 and December 31, 2017
 
  
  
 
Condensed Consolidated Statements of Operations—for the three months ended March 31, 2018 and April 1, 2017
 
  
  
 
Condensed Consolidated Statements of Comprehensive Loss—for the three months ended March 31, 2018 and April 1, 2017
 
  
  
 
Condensed Consolidated Statements of Cash Flows—for the three months ended March 31, 2018 and April 1, 2017
 
  
  
 
 
  
  
 
  
  
 
  
  
 
  
  
  
 
  
  
 
  
  
 
  
  
 
 
 
 
 
 
 
 
 




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 smartwatches and their market acceptance and future potential;
our ability to develop new products and services, including recurring non-device revenue offerings, 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 impact of changes in tax law on our operating results;
the impact of our adoption of accounting pronouncements;
the effect of seasonality on our results of operations;
our ability to attract and retain highly skilled employees;
our expectations to derive the substantial majority of our revenue from sales of devices;
our expectations with respect to trends in our revenue, gross margin, research and development expenses, sales and marketing expenses, and general and administrative expenses;
our expectations with respect to shifts in advertising and marketing spend;
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, including potential changes in tariffs.

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.


3


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 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)
 
 
March 31, 2018
 
December 31, 2017
 
 
 
 
 
 
 
 
Assets
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
378,360

 
$
341,966

Marketable securities
 
279,994

 
337,334

Accounts receivable, net
 
214,355

 
406,019

Inventories
 
145,373

 
123,895

Income tax receivable
 
77,746

 
77,882

Prepaid expenses and other current assets
 
59,109

 
97,269

Total current assets
 
1,154,937

 
1,384,365

Property and equipment, net
 
104,530

 
104,908

Goodwill
 
60,929

 
51,036

Intangible assets, net
 
29,797

 
22,356

Deferred tax assets
 
4,158

 
3,990

Other assets
 
14,750

 
15,420

Total assets
 
$
1,369,101

 
$
1,582,075

Liabilities and Stockholders’ Equity
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable
 
$
132,910

 
$
212,731

Accrued liabilities
 
382,384

 
452,137

Deferred revenue
 
31,272

 
35,504

Income taxes payable
 
755

 
928

Total current liabilities
 
547,321

 
701,300

Long-term deferred revenue
 
5,176

 
6,928

Other liabilities
 
54,345

 
49,884

Total liabilities
 
606,842

 
758,112

Commitments and contingencies (Note 6)
 

 

Stockholders’ equity:
 
 
 
 
Class A and Class B common stock
 
24

 
24

Additional paid-in capital
 
976,022

 
956,060

Accumulated other comprehensive income (loss)
 
329

 
(9
)
Accumulated deficit
 
(214,116
)
 
(132,112
)
Total stockholders’ equity
 
762,259

 
823,963

Total liabilities and stockholders’ equity
 
$
1,369,101

 
$
1,582,075


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
 
March 31, 2018
 
April 1, 2017
 
 
 
 
Revenue
$
247,865

 
$
298,942

Cost of revenue
133,742

 
180,643

Gross profit
114,123

 
118,299

Operating expenses:
 
 
 
   Research and development
89,336

 
87,758

   Sales and marketing
72,052

 
91,174

   General and administrative
36,088

 
30,746

Total operating expenses
197,476

 
209,678

Operating loss
(83,353
)
 
(91,379
)
Interest income, net
1,350

 
1,096

Other income, net
517

 
533

Loss before income taxes
(81,486
)
 
(89,750
)
Income tax benefit
(609
)
 
(29,671
)
Net loss
$
(80,877
)
 
$
(60,079
)
Net loss per share:
 
 
 
Basic
$
(0.34
)
 
$
(0.27
)
Diluted
$
(0.34
)
 
$
(0.27
)
Shares used to compute net loss per share:
 
 
 
Basic
239,431

 
226,511

Diluted
239,431

 
226,511

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

6


FITBIT, INC.
Condensed Consolidated Statements of Comprehensive Loss
(In thousands)
(unaudited)
 
Three Months Ended
 
March 31, 2018
 
April 1, 2017
 
 
 
 
Net loss
$
(80,877
)
 
$
(60,079
)
Other comprehensive loss:
 
 
 
   Cash flow hedges:
 
 
 
Change in unrealized gain (loss) on cash flow hedges, net of tax benefit (expense) of $0 and $(202), respectively
664

 
(1,160
)
Less: reclassification for realized net gains included in net income, net of tax expense (benefit) of $0 and $(38), respectively

 
217

Net change, net of tax
664

 
(943
)
 
 
 
 
   Change in foreign currency translation adjustment

 
(271
)
   Change in unrealized loss on available-for-sale investments,
    net of tax
(326
)
 
76

Less reclassification for realized net gains

 
(9
)
Net change, net of tax
(326
)
 
67

Comprehensive loss
$
(80,539
)
 
$
(61,226
)

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)
 
Three Months Ended
 
March 31, 2018
 
April 1, 2017
 
 
 
 
Cash Flows from Operating Activities
 
 
 
Net loss
$
(80,877
)
 
$
(60,079
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
Provision for inventory obsolescence
6,337

 
3,997

Depreciation
10,456

 
9,140

Write-off of property and equipment
7,259

 

Amortization of intangible assets
1,748

 
1,377

Stock-based compensation
23,641

 
22,493

Deferred income taxes
(1,799
)
 
(5,005
)
Other
(275
)
 
(183
)
Changes in operating assets and liabilities, net of acquisition:
 
 
 
Accounts receivable
191,982

 
282,917

Inventories
(27,307
)
 
27,193

Prepaid expenses and other assets
39,610

 
(976
)
Fitbit Force recall reserve
(132
)
 
(295
)
Accounts payable
(84,155
)
 
(176,619
)
Accrued liabilities and other liabilities
(70,147
)
 
(52,173
)
Deferred revenue
(6,010
)
 
(3,000
)
Income taxes payable
(173
)
 
351

Net cash provided by operating activities
10,158

 
49,138

Cash Flows from Investing Activities
 
 
 
Purchase of property and equipment
(12,616
)
 
(28,157
)
Purchases of marketable securities
(141,404
)
 
(129,661
)
Sales of marketable securities
50,795

 
4,256

Maturities of marketable securities
148,041

 
178,028

Acquisition, net of cash acquired
(13,646
)
 

Net cash provided by investing activities
31,170

 
24,466

Cash Flows from Financing Activities
 
 
 
Proceeds from issuance of common stock
992

 
2,581

Repayment of debt
(747
)
 

Taxes paid related to net share settlement of restricted stock units
(5,179
)
 
(3,127
)
Net cash used in financing activities
(4,934
)
 
(546
)
Net increase in cash and cash equivalents
36,394

 
73,058

Effect of exchange rate on cash and cash equivalents

 
(99
)
Cash and cash equivalents at beginning of period
341,966

 
301,320

Cash and cash equivalents at end of period
$
378,360

 
$
374,279


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

8

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, 2017 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 months ended March 31, 2018 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, 2017, filed with the Securities and Exchange Commission (“SEC”) on March 1, 2018.

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 90 and 91 days in each of the three months ended March 31, 2018 and April 1, 2017, 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.

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 reportable segments, the recoverability of intangible assets and their useful lives, contingencies, and income taxes. 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 in relation to the adoption of Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606), discussed below in the section titled “Accounting Pronouncements Recently Adopted.”

Revenue Recognition

The Company recognizes revenue upon transfer of control of promised goods or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services.

Products and Services

The Company derives substantially all of its revenue from sales of its wearable devices, which includes both connected health and fitness devices and accessories and smartwatches. The Company also generates a small portion of revenue from its subscription-based services. The Company considers delivery of its products to have occurred once controlled is transferred and delivery of services to have occurred as control is transferred. The Company recognizes revenue, net of estimated sales returns, sales incentives, discounts, and sales tax.

Arrangements with Multiple Performance Obligations

The Company enters into contracts that have multiple performance obligations that include hardware, software, and services. The first performance obligation is the hardware and firmware essential to the functionality of the connected health and fitness device or smartwatch delivered at the time of sale. The second performance obligation is the software services included with the products, which are provided free of charge and enable users to sync, view, and access real-time data on the Company’s

9

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


online dashboard and mobile apps. The third performance obligation is the embedded right included with the purchase of the device to receive, on a when-and-if-available basis, future unspecified firmware upgrades and features relating to the product’s essential firmware. In addition, the Company occasionally offers a fourth performance obligation in bundled arrangements that allows access to subscription-based services related to the Company’s Fitbit Coach offering.

The Company allocates revenue to all performance obligations based on their relative standalone selling prices (“SSP”). The Company’s process for determining its SSP considers multiple factors including consumer behaviors, the Company’s internal pricing model, and cost-plus margin and may vary depending upon the facts and circumstances related to each deliverable. SSP for the health and fitness devices and smartwatches reflect the Company’s best estimate of the selling prices if they were sold regularly on a stand-alone basis and comprise the majority of the arrangement consideration. SSP for upgrade rights currently ranges from $1.00 to $3.00. SSP for the online dashboard and mobile apps is currently estimated at $0.99. SSP for access to Fitbit Coach subscription-based services is based on the price charged when sold separately.

Amounts allocated to the delivered wearable devices are recognized at the time of delivery, provided the other conditions for revenue recognition have been met. Amounts allocated to the online dashboard and mobile apps and unspecified upgrade rights are deferred and recognized on a straight-line basis over the estimated usage period.

The Company offers its users the ability to purchase subscription-based services, through which the users receive incremental features, including access to a digital personal trainer, in-depth analytics regarding the user’s personal metrics, or video-based customized workouts. Amounts paid for subscriptions are deferred and recognized ratably over the service period, which is typically one year. Revenue from subscription-based services was less than 1% of revenue for all periods presented.

In addition, the Company offers subscription-based software and services to certain customers in the corporate wellness program, which includes a real-time dashboard, and the ability to create corporate challenges. SSP for the corporate wellness subscription is determined based on the Company’s internal pricing model for anticipated renewals for existing customers and pricing for new customers. Revenue allocated to the corporate wellness subscription is deferred and recognized on a straight-line basis over the estimated access period of one year, which is the typical service period. Revenue for corporate wellness software and services was less than 1% of revenue for all periods presented.

The Company applies a practical expedient to expense costs to obtain a contract with a customer as incurred when the amortization period would be one year or less. The Company applies a practical expedient to not consider the effect of a significant financing component as it expects that the period between transfer of control and payment from customer to be one year or less.

The Company accounts for shipping and handling fees billed to customers as revenue. Sales taxes and value added taxes (“VAT”) collected from customers which are remitted to governmental authorities are not included in revenue, and are reflected as a liability on the consolidated balance sheets.

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 the original sale.
All purchases through Fitbit.com are covered by a 45-day right of return.
Certain distributors are allowed stock rotation rights which are limited rights of return of products purchased during a prior period, generally one quarter.
Certain 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.
    
The Company estimates reserves for these policies and programs based on historical experience, and records the reserves as a reduction of revenue and an accrued liability. Through March 31, 2018, actual returns have primarily been open-box returns. In addition, through March 31, 2018, 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

10

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


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.

Sales Incentives

The Company offers sales incentives through various programs, consisting primarily of cooperative advertising and marketing development fund programs. The Company records advertising and marketing development fund programs with customers as a reduction to revenue unless it receives a distinct benefit in exchange for credits claimed by the customer and can reasonably estimate the fair value of the distinct benefit received, in which case the Company records it as a marketing expense. The Company recognizes a liability and reduces revenue for rebates or other incentives based on the estimated amount of rebates or credits that will be claimed by customers.

Refer to Note 10 for disaggregated revenue by geographic region, based on ship-to destinations.

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 believed 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 had recorded an insurance receivable of $26.8 million, included in prepaid expenses and other current assets, associated with the amount it had concluded was 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 received $21.4 million of the insurance receivable during the fourth quarter of 2017 and the remaining $5.4 million in January 2018.

During the three months ended March 31, 2018, the Company released $12.4 million in outstanding product return and rebate reserves related to Wynit, as it believes the possibility of future claims associated with these reserves is remote. This reserve release resulted in a $12.4 million increase in revenue during the three months ended March 31, 2018.

Non-Monetary Transaction

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 months ended March 31, 2018 and April 1, 2017, $0.1 million of credits were utilized in each of these periods. The Company’s prepaid and other assets related to unused advertising credits as of March 31, 2018 and December 31, 2017 were $12.1 million and $12.2 million, respectively.


11

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


Recent Accounting Pronouncements

Accounting Pronouncements Not Yet Adopted

In February 2016, the Financial Accounting Standards Board (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.

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.

Accounting Pronouncements Recently Adopted

In May 2014, 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. 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.

The Company adopted ASU 2014-09 effective January 1, 2018, utilizing the modified retrospective transition method. Prior periods were not retrospectively adjusted. Upon adoption, the Company recognized an immaterial cumulative effect of adopting this guidance as an adjustment to its opening accumulated deficit balance. 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 historical guidance. The Company believes the new guidance is materially consistent with its historical revenue recognition policy. In addition, ASU 2014-09 requires the presentation of sales returns reserve as a current liability. The Company’s sales return reserve was $82.6 million as of March 31, 2018, presented within “Accrued liabilities” and was $109.9 million as of December 31, 2017, presented within “Accounts receivable, net.”

The impact to revenue, accounts receivable, deferred revenue, and accrued liabilities as a result of applying ASU 2014-09 for the three months ended or as of March 31, 2018 was as follows (in thousands):
 
Under ASC 605
Impact
Under ASC 606
 
 
 
 
 
 
 
 
Revenue
$
247,051

$
814

$
247,865

Accounts receivable, net
131,743

82,612

214,355

Deferred revenue
37,514

(1,066
)
36,448

Accrued liabilities
299,521

82,863

382,384

Accumulated deficit
(213,302
)
(814
)
(214,116
)

The impact to other financial statement line items was immaterial. Adoption of the standard had no impact to net cash from or used in operating, investing, or financing activities in our condensed consolidated statement of cash flows.

12

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



In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which updates certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The Company has elected to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

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 provides guidance in a number of situation including, among others, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, distributions received from equity method investees, and classifying cash receipts and payments that have aspects of more than one class of cash flows. ASU 2016-15 became effective for the Company on January 1, 2018. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The purpose of ASU 2017-01 is to change the definition of a business to assist entities with evaluating when a set of transferred assets and activities is a business. ASU 2017-01 became effective for the Company on January 1, 2018. The adoption of this standard did not have a material impact on the Company’s 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 became effective for the Company on January 1, 2018. The adoption of this standard did not have a material impact on the Company’s 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 standard and better portray the economic results of risk management activities in the financial statements. The standard 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 becomes effective for the Company on January 1, 2019 with early adoption permitted. The Company early adopted this new standard in the first quarter of 2018. The adoption of this new standard did not have a material impact on the Company’s consolidated financial statements.


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.
 
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):
 
 
March 31, 2018
 
Level 1
 
Level 2
 
Level 3
 
Total
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
Money market funds
$
169,430

 
$

 
$

 
$
169,430

U.S. government agencies

 
74,922

 

 
74,922

Corporate debt securities

 
296,098

 

 
296,098

Derivative assets

 
833

 

 
833

Total
$
169,430

 
$
371,853

 
$

 
$
541,283

Liabilities:
 
 
 
 
 
 
 
Derivative liabilities
$

 
$
430

 
$

 
$
430

Stock warrant liability

 

 
164

 
164

Total
$

 
$
430

 
$
164

 
$
594


13

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



 
December 31, 2017
 
Level 1
 
Level 2
 
Level 3
 
Total
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
Money market funds
$
193,066

 
$

 
$

 
$
193,066

U.S. government agencies

 
79,624

 

 
79,624

Corporate debt securities

 
291,582

 

 
291,582

Total
$
193,066

 
$
371,206

 
$

 
$
564,272

Liabilities:
 
 
 
 
 
 
 
Derivative liabilities
$

 
$
2,138

 
$

 
$
2,138

Stock warrant liability

 

 
208

 
208

Total
$

 
$
2,138

 
$
208

 
$
2,346

 
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 as of March 31, 2018 and December 31, 2017. There were Level 3 liabilities as of March 31, 2018 and December 31, 2017. There have been no transfers between fair value measurement levels during the three months ended March 31, 2018 and April 1, 2017.

In 2017, the Company acquired an equity ownership interest in a privately-held company in exchange for $6.0 million in cash. This investment is accounted for using the cost method of accounting since the Company is unable to exercise any significant influence. Upon adoption of ASU 2016-01 on January 1, 2018, the Company elected to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. This investment has been recorded at historical cost, classified within “Other assets” on the Company’s consolidated balance sheet as of March 31, 2018 and December 31, 2017.
 
 
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.

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 March 31, 2018 (in thousands):

14

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


 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair Value
 
Cash and Cash Equivalents
 
Marketable Securities
 
 
 
 
 
 
 
 
 
 
 
 
Cash
$
117,904

 
$

 
$

 
$
117,904

 
$
117,904

 
$

Money market funds
169,430

 

 

 
169,430

 
169,430

 

U.S. government agencies
75,075

 

 
(153
)
 
74,922

 

 
74,922

Corporate debt securities
296,345

 
8

 
(255
)
 
296,098

 
91,026

 
205,072

Total
$
658,754

 
$
8

 
$
(408
)
 
$
658,354

 
$
378,360

 
$
279,994


The following table sets forth cash, cash equivalents and marketable securities as of December 31, 2017 (in thousands):
 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair Value
 
Cash and Cash Equivalents
 
Marketable Securities
 
 
 
 
 
 
 
 
 
 
 
 
Cash
$
115,028

 
$

 
$

 
$
115,028

 
$
115,028

 
$

Money market funds
193,066

 

 

 
193,066

 
193,066

 

U.S. government agencies
79,722

 
1

 
(99
)
 
79,624

 
6,595

 
73,029

Corporate debt securities
291,738

 
15

 
(171
)
 
291,582

 
27,277

 
264,305

Total
$
679,554

 
$
16

 
$
(270
)
 
$
679,300

 
$
341,966

 
$
337,334


The gross unrealized gains or losses on marketable securities as of March 31, 2018 and December 31, 2017 were not material. There were no available-for-sale investments as of March 31, 2018 and December 31, 2017 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):
 
March 31, 2018
 
December 31, 2017
 
 
 
 
Due in one year
$
251,177

 
$
319,112

Due in one to two years
28,817

 
18,222

Total
$
279,994

 
$
337,334


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 losses, net of tax, related to 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. 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. Prior to the

15

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


adoption of ASU 2017-12, the Company recorded the gains or losses related to the ineffective portion of its cash flow hedges, if any, immediately in other income (expense), net. For the period ended April 1, 2017, the ineffective portion of its cash flow hedges were $0.02 million.

The Company had outstanding contracts with a total notional amount of $138.7 million in cash flow hedges for forecasted revenue as of March 31, 2018, and no outstanding contracts that were designated in cash flow hedges for forecasted revenue as of December 31, 2017.

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 $92.0 million and $141.2 million as of March 31, 2018 and December 31, 2017, 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):
 
 
 
March 31, 2018
 
December 31, 2017
 
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
 
$
811

 
$

 
$

 
$

Cash flow designated hedges
Accrued liabilities
 

 
146

 

 

Hedges not designated
Prepaid expenses and other current assets
 
22

 

 

 

Hedges not designated
Accrued liabilities
 

 
284

 

 
2,138

Total fair value of derivative instruments
 
 
$
833

 
$
430

 
$

 
$
2,138


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):

16

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


 
 
 
Three Months Ended
 
Income Statement Location
 
March 31, 2018
 
April 1, 2017
 
 
 
 
 
 
Foreign exchange cash flow hedges:
 
 
 
 
 
Gain (loss) recognized in OCI – effective portion
 
 
$
664

 
$
(958
)
Gain reclassified from OCI into income – effective portion
Revenue
 

 
755

Loss reclassified from OCI into income – effective portion
Operating expenses
 

 
(965
)
Gain recognized in income – ineffective portion
Other income, net
 

 
21

Gain recognized in income – excluded time value portion
Other income, net
 

 
183

 
 
 
 
 
 
Foreign exchange balance sheet hedges:
 
 
 
 
 
Loss recognized in income
Other income, net
 
(2,493
)
 
(3,046
)

As of March 31, 2018, all net derivative gains related to the Company’s cash flow hedges will be reclassified from OCI into revenue within the next 12 months.

Effect of Derivative Contracts on Condensed Consolidated Statements of Operations

The following table provides the location in the condensed consolidated statements of operations and amount of the recognized gains or losses to our derivative instruments designated as hedging instruments (in thousands):
 
Three Months Ended
 
March 31, 2018
 
April 1, 2017
 
 
 
 
Total amounts presented in the condensed consolidated statement of operations in which the effects of cash flow hedges are recorded in revenue
$
247,865

 
$
298,942

Total amounts presented in the condensed consolidated statement of operations in which the effects of cash flow hedges are recorded in operating expenses
197,476

 
209,678

Gains (losses) on foreign exchange contracts designated as cash flow hedges reclassified from OCI into revenue

 
755

Gains (losses) on foreign exchange contracts designated as cash flow hedges reclassified from OCI into operating expenses

 
(965
)

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.


17

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


The following tables set forth the available offsetting of net derivative assets under the master netting arrangements as of March 31, 2018 and December 31, 2017 (in thousands):

 
Gross Amounts Offset in the Condensed Consolidated Balance Sheets
 
Gross Amounts Not Offset in Condensed Consolidated Balance Sheets
March 31, 2018
Gross Amounts Recognized
 
Gross Amounts Offset
 
Net Amounts Presented
 
Financial Instruments
 
Cash Collateral Received
 
Net Amount
 
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange contracts assets
$
833

 
$

 
$
833

 
$
430

 
$

 
$
403

Foreign exchange contracts liabilities
430

 

 
430

 
430

 

 

 
 
Gross Amounts Offset in the Condensed Consolidated Balance Sheets
 
Gross Amounts Not Offset in Condensed Consolidated Balance Sheets
December 31, 2017
Gross Amounts Recognized
 
Gross Amounts Offset
 
Net Amounts Presented
 
Financial Instruments
 
Cash Collateral Received
 
Net Amount
 
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange contracts assets
$

 
$

 
$

 
$

 
$

 
$

Foreign exchange contracts liabilities
2,138

 

 
2,138

 

 

 
2,138





18

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



4.    Balance Sheet Components

Deferred Revenue

Deferred revenue consists of deferred shipments in transit for which control has not yet transferred, deferred software, or amounts allocated to mobile dashboard and on-line apps and unspecified upgrade rights, and deferred subscription-based services for which payments have been received by the customer prior to revenue recognition of these performance obligations. The deferred shipments performance obligation is anticipated to be recognized within the next quarter. The deferred software and deferred subscription-based services performance obligations are anticipated to be recognized over the useful life or service periods of twelve to seventeen months.

Changes in the total short-term and long-term deferred revenue balance were as follows (in thousands):
 
March 31, 2018
 
 
Beginning balances
42,432

Deferral of revenue
7,380

Recognition of deferred revenue
(13,364
)
Ending balances
$
36,448


Revenue Returns Reserve
 
Revenue returns reserve activities were as follows (in thousands):
 
Three Months Ended
 
March 31, 2018
 
April 1, 2017
 
 
 
 
Beginning balances
$
109,872

 
$
98,851

Increases
26,073

 
41,626

Write-offs/Returns taken
(53,333
)
 
(72,160
)
Ending balances
$
82,612

 
$
68,317


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

Inventories
 
Inventories consisted of the following (in thousands):
 
March 31, 2018
 
December 31, 2017
  
 
 

 

Components
5,006

 
3,825

Finished goods
140,367

 
120,070

Total inventories
$
145,373

 
$
123,895

 

19

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


Prepaid Expenses and Other Current Assets
 
Prepaid expenses and other current assets consisted of the following (in thousands):
 
March 31, 2018
 
December 31, 2017
  
 
 
 
 
 
POP displays, net
$
12,767

 
$
14,750

Prepaid marketing
9,103

 
6,074

Derivative assets
833

 

Prepaid expenses
14,070

 
24,204

Insurance receivable
900

 
37,300

Other
21,436

 
14,941

Total prepaid expenses and other current assets
$
59,109

 
$
97,269


Property and Equipment, Net
 
Property and equipment, net, consisted of the following (in thousands):
 
March 31, 2018
 
December 31, 2017
  
 
 
 
 
 
Tooling and manufacturing equipment
$
65,202

 
$
66,854

Furniture and office equipment
22,327

 
20,942

Purchased and internally-developed software
18,957

 
18,112

Leasehold improvements
63,374

 
58,431

Total property and equipment
169,860

 
164,339

Less: Accumulated depreciation and amortization
(65,330
)
 
(59,431
)
Property and equipment, net
$
104,530

 
$
104,908

 
Total depreciation and amortization expense related to property and equipment, net was $10.5 million and $9.1 million for March 31, 2018 and April 1, 2017, respectively.

Goodwill and Intangible Assets

The changes in the carrying amount of goodwill were as follows (in thousands). The increase in the carrying amount of goodwill during the three months ended March 31, 2018 was attributable to an acquisition in February 2018. See Note 11 for additional information.
 
Goodwill
 
 
 
Balance at December 31, 2017
$
51,036

Goodwill acquired
9,893

Balance at March 31, 2018
$
60,929


The carrying amounts of the intangible assets as of March 31, 2018 and December 31, 2017 were as follows (in thousands, except useful life). The increase in the carrying amount of goodwill during the three months ended March 31, 2018 was attributable to an acquisition in February 2018. See Note 11 for additional information.

20

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


 
March 31, 2018
 
December 31, 2017
 
Weighted Average Remaining Useful Life
(years)
  
Gross
 
Accumulated Amortization
 
Net
 
Gross
 
Accumulated Amortization
 
Net
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Developed technology
$
35,988

 
$
(10,394
)
 
$
25,594

 
$
30,588

 
$
(8,738
)
 
$
21,850

 
3.8
Customer relationships
3,918

 
(164
)
 
3,754

 

 

 

 
6.9
Trademarks and other
1,150

 
(701
)
 
449

 
1,278

 
(772
)
 
506

 
0.8
Total intangible assets, net
$
41,056

 
$
(11,259
)
 
$
29,797

 
$
31,866

 
$
(9,510
)
 
$
22,356

 
 

Total amortization expense related to intangible assets was $1.7 million and $1.4 million for the three months ended March 31, 2018 and April 1, 2017, respectively.

The estimated future amortization expense of acquired finite-lived intangible assets to be charged to cost of revenue and operating expenses after March 31, 2018 was as follows (in thousands):
  
Cost of Revenue
 
Operating Expenses
 
Total
 
 
 
 
 
 
Remaining 2018
$
5,602

 
$
579

 
$
6,181

2019
6,690

 
771

 
7,461

2020
5,910

 
588

 
6,498

2021
5,910

 
541

 
6,451

2022
1,236

 
541

 
1,777

Thereafter
246

 
1,183

 
1,429

Total finite-lived intangible assets, net
$
25,594

 
$
4,203

 
$
29,797


Accrued Liabilities
 
Accrued liabilities consisted of the following (in thousands):
 
March 31, 2018
 
December 31, 2017
 
 
Product warranty
$
71,975

 
$
87,882

Accrued revenue reserve from returns
82,612

 

Accrued manufacturing expense and freight
31,962

 
41,901

Accrued sales incentives
71,175

 
111,592

Accrued sales and marketing
21,741

 
44,401

Accrued research and development
5,276

 
8,983

Accrued co-op advertising and marketing development funds
21,688

 
30,408

Employee-related liabilities
18,204

 
33,266

Sales taxes and VAT payable
22,447

 
21,340

Inventory received but not billed
8,935

 
10,526

Accrued legal settlements and fees
8,365

 
36,693

Derivative liabilities
430

 
2,138

Other
17,574

 
23,007

Accrued liabilities
$
382,384

 
$
452,137


21

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


Product warranty reserve activities were as follows (in thousands)(1):
 
Three Months Ended
 
March 31, 2018
 
April 1, 2017
 
 
 
 
Beginning balances
$
87,882

 
$
99,923

Charged to cost of revenue
(2,481
)
 
18,937

Changes related to pre-existing warranties
(3,402
)
 
(2,440
)
Settlement of claims
(10,024
)
 
(25,961
)
Ending balances
$
71,975

 
$
90,459

 

(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.

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 completed the reorganization in the fourth quarter of 2017.

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, 2017
$
66

 
$

 
$
(75
)
 
$
(9
)
Other comprehensive income (loss) before reclassifications
664

 

 
(326
)
 
338

Amounts reclassified from AOCI

 

 

 

Other comprehensive income (loss)
664

 

 
(326
)
 
338

Balance at March 31, 2018
$
730

 
$

 
$
(401
)
 
$
329



5.    Long-Term Debt
 

2015 Credit Agreement
 
In December 2015, the Company entered into a second amended and restated credit agreement (the “Senior Facility”) with Silicon Valley Bank (“SVB”), as administrative agent, collateral agent, and lender, SunTrust Bank as syndication agent, SunTrust Robinson Humphrey, Inc. and several other lenders to replace the existing asset-based credit facility and cash flow facility. The Senior Facility 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, subject to certain financial covenants and ratios. The Company has the option to repay its borrowings under the Senior Facility without penalty prior to maturity. The Senior Facility requires the Company to comply with certain financial and non-financial covenants. The Senior Facility contains customary covenants that restrict the Company’s ability to, among other things, 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 certain other transactions. Obligations under the Senior Facility are collateralized by substantially all of the Company’s assets, excluding its intellectual property.

22

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



In May 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 was 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, SVB or its affiliates.
 
The Company was in compliance with the financial covenants under the Senior Facility as of March 31, 2018. As of March 31, 2018, the Company had no outstanding borrowings under the Senior Facility and had outstanding letters of credit totaling $36.9 million, issued to cover various security deposits on its facility leases.

Letters of Credit
 
As of March 31, 2018 and December 31, 2017, the Company had outstanding letters of credit of $36.9 million in each period issued to cover the security deposit on the lease of its office headquarters in San Francisco, California, and other facility leases.
 

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 2018 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 March 31, 2018 were as follow (in thousands):

Remaining 2018
$
31,572

2019
46,786

2020
42,998

2021
41,384

2022
41,529

Thereafter
58,889

Total future minimum lease payments
$
263,158


 Rent expense is recorded over the lease terms on a straight-line basis. Rent expense was $9.6 million and $9.2 million for the three months ended March 31, 2018 and April 1, 2017, respectively.

Purchase Commitments

The aggregate amount of open purchase orders as of March 31, 2018 and as of this filing was approximately $234.0 million and $419 million, respectively. The Company 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. The Company’s purchase orders are based on its current needs and are fulfilled by its suppliers, contract manufacturers, and logistics providers within short periods of time.

During the normal course of business, the Company and its contract manufacturers procure components based upon a forecasted production plan. If the Company cancels all or part of the orders, or materially reduces forecasted orders, it may be liable to its suppliers and contract manufacturers for the cost of the excess components purchased by its contract manufacturers. As of March 31, 2018, $21.4 million was accrued for such liabilities to contract manufacturers.

23

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




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 sought 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.
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 sought 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 was stayed pending resolution 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 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 appealed the dismissal of the patent infringement claims to the Federal Circuit. Oral argument was scheduled for November 9, 2017.

On September 3, 2015, the Company filed a lawsuit against Jawbone in the U.S. District Court for the District of Delaware, alleging that Jawbone’s activity trackers infringe certain U.S. patents. This case was transferred to the U.S. District Court for the Northern District of California. The trial was 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 was 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 was also transferred to the U.S. District Court for the Northern District of California. No trial date was set.

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 asserted that Jawbone’s products infringe certain U.S. patents. The complaint sought 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 December 8, 2017, the parties announced the global settlement of all of the outstanding civil litigation on confidential terms. Each of the pending cases has been dismissed with prejudice.

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 for documents from the same office. On February 1, 2018, the Company received a second subpoena for documents. The Company is cooperating with the U.S. Attorney’s Office.

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. Plaintiffs’ motion for class certification was granted on November 20, 2017. On April 20, 2017, the Company filed a motion for summary judgment. The Company’s motion for summary judgment

24

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


was denied on December 8, 2017. During the three months ended May 31, 2018, the parties have agreed to a settlement in principle, and are working on finalizing the terms and scope.

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, unfair competition, and consumer protection 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. Plaintiffs filed a motion for reconsideration, and that motion was denied on January 24, 2018.
On or around February 20, 2018, plaintiffs filed a Second Amended Consolidated Master Class Action Complaint (“SAC”) on behalf of plaintiff Rob Dunn, the only plaintiff not ordered to arbitration, as a purported class action. The SAC alleges the same common law claims, as well as violations of false advertising, unfair competition, and consumer protection statutes of California and Arizona, and also seeks 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 March 13, 2018, the Company filed a motion to dismiss for failure to state a claim and separately moved to strike plaintiffs’ class allegations as violating the class waiver in Fitbit’s Terms of Service. The hearing is scheduled for May 31, 2018.

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. On July 29, 2016, the Company filed a motion to dismiss. The court denied the motion on October 26, 2016. On April 26, 2017, the Company filed a motion for summary judgment, which is still pending.

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 January 8, 2018, the plaintiffs in the federal and class action cases filed their motion for preliminary approval of settlement of the putative federal and state class actions for $33.3 million, which the Company accrued for as of December 31, 2017. On January 19, 2018, the court entered an order preliminarily approving the proposed settlement, and on April 20, 2018, the court approved the final settlement.
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 plaintiff the Company. The plaintiffs allege breach of fiduciary duty, unjust enrichment, section 14(a), and misappropriation based on the same

25

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


set of alleged facts in the federal and state securities class action litigation. On February 2, 2017, a second derivative lawsuit was filed in the U.S. District Court for the District of Delaware on the same allegations and also including claims for abuse of control, gross mismanagement, and waste. On June 27, 2017, another derivative law suit was filed in the U.S. District Court for the Northern District of California on the same allegations. The Courts have ordered a stay in all three cases.
On June 1, 2017 and June 9, 2017, two additional derivative lawsuits were filed in the Delaware Court of Chancery. Plaintiffs allege breach of fiduciary duty and insider trading against certain defendants who sold shares in the IPO and/or the Secondary Offering. On August 3, 2017, another derivative lawsuit was filed in the Delaware Court of Chancery on the same allegations. There is temporary stay in all three cases. On March 15, 2018, the three derivative lawsuits were consolidated and a Second Amended Complaint was filed on the same allegations of the individual complaints, alleging the same claims, and seeking the same remedy. On April 26, 2017, the Company filed a motion to dismiss for failure to state a claim.
On October 31, 2017, a seventh derivative lawsuit was filed in the Superior Court of California, Country of San Francisco, on the same allegations. The Company has not yet been served in that case.
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 the derivative actions and individual action 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.
Immersion. On July 10, 2017, Immersion Corporation filed a lawsuit against the Company in the U.S. District Court for the Northern District of California, alleging that certain Fitbit devices infringe on U.S. Patent Nos. 8,059,105, 8,351,299, and 8,638,301. On October 5, 2017, the Company filed a motion to dismiss on grounds the patents are not eligible subject matter for patents. On March 5, 2018, the Court granted in part and denied in part, granting as to the ‘301 patent, but denying as to the other two patents.
On July 10, 2017, Immersion Corporation also filed a lawsuit against the Company in the Shanghai Intellectual Property Court, alleging infringement of three Immersion Chinese patents. In addition to Fitbit, Inc., Immersion named Runtong, one of the Company’s former distributors in China. On August 23, 2017, two additional defendants were added, Fitbit Shanghai and Rkylin, a current distributor in China. In December 2017, the Company filed petitions to invalidate the patents. The invalidation proceedings as to all three patents were instituted. Hearings on two of the patents were held on April 16, 2018 and April 26, 2018; the third is scheduled for May 30, 2018.
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.
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

26

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


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.
 
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 March 31, 2018, 16.5 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, 2017
21,386

 
$
3.01

 
 
Granted

 

 
 
Exercised
(565
)
 
1.76

 
 
Forfeited or canceled
(134
)
 
4.76

 
 
Balance—March 31, 2018
20,687

 
3.03

 
$
50,820

 
 
 
 
 
 
Stock options vested and expected to vest—March 31, 2018
20,638

 
3.03

 
50,763

Stock options exercisable—March 31, 2018
17,145

 
$
2.62

 
$
47,238

 
(1) The aggregate intrinsic values of stock options outstanding, exercisable, vested and expected to vest as of March 31, 2018 were calculated as the difference between the exercise price of the stock options and the fair value of the Class A common stock of $5.10 as of March 31, 2018.


27

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, 2017
19,188

 
$
9.13

Granted
10,199

 
5.20

Vested
(2,624
)
 
8.75

Forfeited or canceled
(1,119
)
 
8.94

Unvested balance—March 31, 2018
25,644

 
$
7.61

 

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 March 31, 2018, 0.5 million warrants were outstanding.

Stock-Based Compensation Expense
 
Total stock-based compensation expense recognized was as follows (in thousands):
 
Three Months Ended
 
March 31, 2018
 
April 1, 2017
 
 
 
 
Cost of revenue
$
1,098

 
$
18

Research and development
14,671

 
14,685

Sales and marketing
3,447

 
3,635

General and administrative
4,425

 
4,155

Total stock-based compensation expense
$
23,641

 
$
22,493

 
As of March 31, 2018, the total unrecognized stock-based compensation expense related to unvested stock options and RSUs was $167.6 million, which the Company expects to recognize over an estimated weighted average period of 2.3 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 months ended March 31, 2018, the Company recorded a benefit for income taxes of $0.6 million, for an effective tax rate of 0.8%. The effective tax rate for the three months ended March 31, 2018, was different than the statutory federal tax rate primarily due to the impact of a full valuation allowance on the Company’s U.S. deferred tax assets.


28

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


On December 22, 2017, the U.S. Tax Cuts and Jobs Act of 2017 (“2017 Tax Act”) was signed into law and includes several key tax provisions that affected the Company, including a reduction of the statutory corporate tax rate from 35% to 21% effective for tax years beginning after December 31, 2017, elimination of the carryback of net operating losses generated after December 31, 2017, and changes to how the United States imposes income tax on multinational corporations, among others.

In December 2017, Staff Accounting Bulletin No. 118 (“SAB 118”) was issued to address U.S. GAAP application when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects by the 2017 Tax Act. For the three months ended March 31, 2018, no changes have been made to the provisional amounts previously recorded. The Company will complete its analysis within the measurement period in accordance with SAB 118.

For the three months ended April 1, 2017, the Company recorded a benefit for income taxes of $29.7 million for an effective tax rate of 33.1%. The effective tax rate for the three months ended April 1, 2017 was different than the statutory federal tax rate, primarily due to research and development credits, non-deductible stock-based compensation expense, unrecognized tax benefits, the foregone benefit of a permanent domestic production activities deduction in prior periods, and the mix of income between United States and foreign jurisdictions.

The Company accounts for deferred taxes under ASC Topic 740, “Income Taxes” (“ASC 740”) which involves weighing positive and negative evidence concerning the realizability of the Company’s deferred tax assets in each jurisdiction. In evaluating its ability to realize the net deferred tax assets, the Company considered all available positive and negative evidence, including its past operating results and the forecast of future market growth, forecasted earnings, future taxable income, and prudent and feasible tax planning strategies. As of March 31, 2018, the Company maintains a full valuation allowance against all its U.S. deferred tax assets. No valuation allowance has been recorded against the Company’s foreign deferred tax assets. The Company will continue to assess the realizability of its deferred tax assets in each of the applicable jurisdictions going forward.

As of March 31, 2018, the total amount of gross unrecognized tax benefits was $33.9 million, of which $25.3 million would affect the effective tax rate if recognized. The Company does not have any tax positions as of March 31, 2018 for which it is reasonably possible that the total amount of gross unrecognized tax benefits will increase or decrease within the following 12 months.

9.    Net Loss per Share
 
The following table sets forth the computation of the Company’s basic and diluted net loss per share (in thousands, except per share amounts):
 
Three Months Ended
 
March 31, 2018
 
April 1, 2017
Numerator:
 
 
 
Net loss
$
(80,877
)
 
$
(60,079
)
 
 
 
 
Denominator:
 
 
 
Weighted-average shares of common stock—basic for Class A and Class B
239,431

 
226,511

Effect of dilutive securities

 

Weighted-average shares of common stock—diluted for Class A and Class B
239,431

 
226,511

Net loss per share:
 
 
 
Basic
$
(0.34
)
 
$
(0.27
)
Diluted
$
(0.34
)
 
$
(0.27
)

The following potentially dilutive common shares were excluded from the computation of diluted net loss per share for the periods presented because including them would have been anti-dilutive (in thousands):

29

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


 
Three Months Ended
 
March 31, 2018
 
April 1, 2017
 
 
 
 
Stock options to purchase common stock
12,320

 
22,718

RSUs
12,762

 
11,143

Diluted impact of ESPP
104

 
233

Diluted common stock subject to vesting

 
129

Total
25,186

 
34,223

 
10.    Significant Customer Information and Other Information
 
Retailer and Distributor Concentration
 
Retailers and distributors with revenue equal to or greater than 10% of total revenue for the three months ended March 31, 2018 and April 1, 2017 were as follows:
 
Three Months Ended
 
March 31, 2018
 
April 1, 2017
 
 
 
 
B
11
%
 
*

A
*

 
10
%
F
*

 
10

* Represents less than 10%.

Retailers and distributors that accounted for equal to or greater than 10% of accounts receivable at March 31, 2018 and December 31, 2017 were as follows:
 
March 31, 2018
 
December 31, 2017
 
 
 
 
B
21
%
 
13
%
C
*

 
17

E
*

 
11

 
* 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
 
March 31, 2018
 
April 1, 2017
 
 
 
 
United States
$
139,496

 
$
170,420

Americas excluding United States
16,100

 
19,968

Europe, Middle East, and Africa
64,538

 
87,772

APAC
27,731

 
20,782

Total
$
247,865

 
$
298,942

 
As of March 31, 2018 and December 31, 2017, long-lived assets, which represent property and equipment, located outside the United States were $32.4 million and $30.0 million, respectively.
 

30

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


11.   Acquisitions

2018 Acquisition

In February 2018, the Company completed a purchase of Twine Health, Inc., a privately-held company, which was accounted for as a business combination, for total purchase price consideration of $16.7 million, of which $5.4 million was allocated to developed technology intangible assets, $3.8 million to customer relationships intangible asset, $9.9 million to goodwill, $1.6 million to deferred tax liabilities, $0.2 million to deferred revenue and $0.6 million to net assumed liabilities. The allocation of the purchase price consideration is provisional and the Company will complete its analysis within the measurement period pursuant to Accounting Standards Codification Topic 805, with any adjustments being recorded to goodwill. Approximately $2.6 million of the consideration payable to Twine Health, Inc. was held as partial security for certain indemnification obligations, and will be held back for payment until August 2019. The acquisition is expected to extend the Company’s reach into healthcare and lay the foundation to expand its offerings to health plans, health systems and self-insured employers, while creating opportunities to increase subscription-based revenue. The amortization period of the acquired developed technology and customer relationships are approximately four and seven years, respectively. Goodwill is not deductible for tax purposes.

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 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 achieve positive health, wellness, and fitness outcomes by empowering them with intelligent insights, personalized guidance, and the motivation to reach their goals.

Fitbit is a technology company focused on delivering health solutions that impact health outcomes. The Fitbit platform combines wearable devices with software and services to give our users tools to help them reach their health and fitness goals,

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augmented by general purpose features that add further utility and drive user engagement. Our wearable devices, which include health and fitness trackers and smartwatches, enable our users to view data about their daily activity, exercise and sleep in real-time. Our software and services, which include an online dashboard and mobile app, provide our users with data analytics, motivational and social tools, and virtual coaching through customized fitness plans and interactive workouts. In addition, our software and services drive user engagement and can be leveraged to provide personalized insights. Together, our devices, services, and software have helped millions of users on their health and fitness journeys be more active, sleep better, eat smarter, and manage their weight. Fitbit appeals to a wide spectrum of consumers by addressing key health and fitness needs with advanced technology embedded in simple-to-use products and services.
 
We generate substantially all of our revenue from sales of our wearable devices which includes both connected health and fitness devices and smartwatches. We sell our products in over 47,000 retail stores and in 86 countries, through our retailers’ websites, through our online store at Fitbit.com, and as part of our corporate wellness offering.

We started shipping the following products during the first quarter of 2018:

Fitbit Versa is our second smartwatch, that offers a new dashboard that simplifies how users access their health and fitness data, and includes advanced health and fitness features like 24/7 heart rate tracking, onscreen workouts, automatic sleep stages tracking, on-device music, and approximately four days of battery life. We began shipping Fitbit Versa in March 2018.

The following are financial highlights for the three months ended March 31, 2018 and April 1, 2017:
 
Three Months Ended
 
March 31, 2018
 
April 1, 2017
 
 (in thousands)
Revenue
$
247,865

 
$
298,942

Net loss
$
(80,877
)
 
$
(60,079
)
Adjusted EBITDA
$
(46,226
)
 
$
(52,303
)
Devices sold
2,150

 
2,956


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

In February 2018, we completed a purchase of Twine Health, Inc., a privately-held company, which was accounted for as a business combination, for total purchase price consideration of $16.7 million. This acquisition is expected to extend our reach into healthcare and lay the foundation to expand our offerings to health plans, health systems and self-insured employers, while creating opportunities to increase subscription-based revenue.


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. Devices sold does not include sales of accessories. 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 with differing U.S. manufacturer’s suggested retail prices (“MSRPs”), 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 prior to the date of measurement.  A “Repeat User” is defined as a Fitbit user who activated a Fitbit device to his or her account during the measurement period and activated a different Fitbit device to his or her account during a prior period. A “Re-Activated User” is defined as Repeat User who has not synced his or her prior device and taken at least 100 steps for 90 days or more prior to the measurement period with such device.  In the three months ended March 31,

32


2018, 37.6% of Activations came from Repeat Users, with Re-Activated Users representing 48.8% of those Repeat Users. In the three months ended April 1, 2017, 36.2% of Activations came from Repeat Users, with Re-Activated Users representing 40.0% of those 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 loss adjusted to exclude stock-based compensation expense, depreciation and intangible assets amortization, litigation expense (credit) related to matters with Aliphcom, Inc. d/b/a Jawbone, or Jawbone, interest income, net, and income tax benefit.

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 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 loss, 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 loss to adjusted EBITDA (in thousands):

 
Three Months Ended
 
March 31, 2018
 
April 1, 2017
Net loss
$
(80,877
)
 
$
(60,079
)
Stock-based compensation expense
23,641

 
21,765

Litigation expense (credit)
765

 
(114
)
Restructuring

 
6,375

Depreciation and intangible assets amortization
12,204

 
10,517

Interest income, net
(1,350
)
 
(1,096
)
Income tax benefit
(609
)
 
(29,671
)
Adjusted EBITDA
$
(46,226
)
 
$
(52,303
)

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

33


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):
 
Three Months Ended
 
March 31, 2018
 
April 1, 2017
Net cash provided by operating activities
$
10,158

 
$
49,138

Purchase of property and equipment
(12,616
)
 
(28,157
)
Non-GAAP free cash flow
$
(2,458
)
 
$
20,981

Net cash provided by investing activities
$
31,170

 
$
24,466

Net cash used in financing activities
$
(4,934
)
 
$
(546
)
 
Components of our Operating Results
 
Revenue
 
We generate substantially all of our revenue from the sale of our wearable devices, which includes both connected health and fitness devices and accessories and smartwatches. We also generate a small portion of our revenue from our subscription-based Fitbit Coach services and from our corporate wellness programs.
 
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, write-downs of excess and obsolete inventory, 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.
 
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 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 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 expense associated with our debt financing arrangements, amortization of debt issuance costs, and interest income earned on our cash, cash equivalents, and marketable securities.
 
Other Income (Expense), Net
 
Other income (expense), net consists of foreign currency gains and losses.
 

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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.

On December 22, 2017, the U.S. Tax Cuts and Jobs Act of 2017, or the 2017 Tax Act, was signed into law and includes several key tax provisions that affected us, including a reduction of the statutory corporate tax rate from 35% to 21% effective for tax years beginning after December 31, 2017, elimination of certain deductions, and changes to how the United States imposes income tax on multinational corporations, among others. We are required to recognize the effect of tax law changes in the period of enactment, such as re-measuring our U.S. deferred tax assets and liabilities as well as re-assessing the net realizability of our deferred tax assets. In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act, or SAB 118, which allows us to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. As we complete our analysis of the 2017 Tax Act, any subsequent adjustments to provisional amounts that we have recorded will be recorded in the period in which the adjustments are made.


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
 
March 31, 2018
 
April 1, 2017
 
(in thousands)
Consolidated Statements of Operations Data:
 
 
 
Revenue
$
247,865

 
$
298,942

Cost of revenue(1)
133,742

 
180,643

Gross profit
114,123

 
118,299

Operating expenses:
 
 
 
Research and development(1)
89,336

 
87,758

 Sales and marketing(1)
72,052

 
91,174

General and administrative(1)
36,088

 
30,746

Total operating expenses
197,476

 
209,678

Operating loss
(83,353
)
 
(91,379
)
Interest income, net
1,350

 
1,096

Other income, net
517

 
533

Loss before income taxes
(81,486
)
 
(89,750
)
Income tax benefit
(609
)
 
(29,671
)
Net loss
$
(80,877
)
 
$
(60,079
)

(1)
Includes stock-based compensation expense as follows:
 
Three Months Ended
 
March 31, 2018
 
April 1, 2017
 
 (in thousands)
Stock-Based Compensation Expense:
 
 
 
Cost of revenue
$
1,098

 
$
18

Research and development
14,671

 
14,685

Sales and marketing
3,447

 
3,635

General and administrative
4,425

 
4,155

Total stock-based compensation expense
$
23,641

 
$
22,493


35



 
Three Months Ended
 
March 31, 2018
 
April 1, 2017
 
(as a percentage of revenue)
Consolidated Statements of Operations Data: