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(Mark one)
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ________________ to ________________
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Delaware
(State or other jurisdiction of
incorporation or organization)
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20-8920744
(I.R.S. Employer Identification No.)
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|
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405 Howard Street
San Francisco, California
(Address of principal executive offices)
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94105
(Zip Code)
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Yes
þ
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No
¨
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Yes
þ
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No
¨
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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þ
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Yes
¨
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No
þ
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Page
Number
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Condensed Consolidated Balance Sheets
—April 2, 2016 and December 31, 2015
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Condensed Consolidated Statements of Operations
—for the three months ended April 2, 2016 and March 31, 2015
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Condensed Consolidated Statements of Comprehensive Income
—for the three months ended April 2, 2016 and March 31, 2015
|
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Condensed Consolidated Statements of Cash Flows
—for the three months ended April 2, 2016 and March 31, 2015
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•
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continued investments in research and development, sales and marketing and international expansion and the impact of those investments;
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•
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trends in our operating expenses, including personnel costs, research and development expense, sales and marketing expense and general and administrative expense;
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•
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competitors and competition in our markets;
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•
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our ability to develop new products and services or improve our existing products and services;
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•
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our ability to expand brand awareness;
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•
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our reliance on third-party suppliers, contract manufacturers (particularly Flextronics) and logistics providers and our limited control over such parties;
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•
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trends in our quarterly operating results and other operating metrics;
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•
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trends in revenue, costs of revenue and gross margin;
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•
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legal proceedings and the impact of such proceedings;
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•
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the effect of seasonality on our results of operations;
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•
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our ability to attract and retain highly skilled employees;
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•
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our expectation to derive the substantial majority of our revenue from sales of devices;
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•
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growing our sales of subscription-based services
;
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•
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the impact of foreign currency exchange rates;
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•
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releasing and shipping new products and services, and the timing thereof;
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•
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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
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•
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general market, political, economic and business conditions
.
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April 2, 2016
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December 31, 2015
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||||
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||||||
Assets
|
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||||
Current assets:
|
|
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|
||||
Cash and cash equivalents
|
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$
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722,062
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|
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$
|
535,846
|
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Marketable securities
|
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69,652
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|
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128,632
|
|
||
Accounts receivable, net
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|
339,669
|
|
|
469,260
|
|
||
Inventories
|
|
212,092
|
|
|
178,146
|
|
||
Prepaid expenses and other current assets
|
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60,006
|
|
|
43,530
|
|
||
Total current assets
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1,403,481
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|
|
1,355,414
|
|
||
Property and equipment, net
|
|
51,579
|
|
|
44,501
|
|
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Goodwill
|
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22,157
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|
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22,157
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|
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Intangible assets, net
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|
11,683
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|
|
12,216
|
|
||
Deferred tax assets
|
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87,601
|
|
|
83,020
|
|
||
Other assets
|
|
1,773
|
|
|
1,758
|
|
||
Total assets
|
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$
|
1,578,274
|
|
|
$
|
1,519,066
|
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Liabilities and Stockholders’ Equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
238,696
|
|
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$
|
260,842
|
|
Accrued liabilities
|
|
232,427
|
|
|
194,977
|
|
||
Deferred revenue
|
|
50,929
|
|
|
44,448
|
|
||
Fitbit Force recall reserve
|
|
4,339
|
|
|
5,122
|
|
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Income taxes payable
|
|
1,671
|
|
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2,868
|
|
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Total current liabilities
|
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528,062
|
|
|
508,257
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|
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Other liabilities
|
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36,886
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29,358
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|
||
Total liabilities
|
|
564,948
|
|
|
537,615
|
|
||
Commitments and contingencies (Note 6)
|
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
||||
Class A and Class B common stock
|
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22
|
|
|
21
|
|
||
Additional paid-in capital
|
|
762,776
|
|
|
737,820
|
|
||
Accumulated other comprehensive income (loss)
|
|
(3,426
|
)
|
|
691
|
|
||
Retained earnings
|
|
253,954
|
|
|
242,919
|
|
||
Total stockholders’ equity
|
|
1,013,326
|
|
|
981,451
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
1,578,274
|
|
|
$
|
1,519,066
|
|
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Three Months Ended
|
||||||
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April 2, 2016
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March 31, 2015
|
||||
Revenue
|
$
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505,356
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$
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336,754
|
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Cost of revenue
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271,601
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167,545
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|
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Gross profit
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233,755
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|
|
169,209
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|
||
Operating expenses:
|
|
|
|
||||
Research and development
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72,248
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22,426
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Sales and marketing
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107,051
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43,867
|
|
||
General and administrative
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35,702
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12,981
|
|
||
Total operating expenses
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215,001
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|
79,274
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|
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Operating income
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18,754
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89,935
|
|
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Interest income (expense), net
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582
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(467
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)
|
||
Other income (expense), net
|
1,568
|
|
|
(13,077
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)
|
||
Income before income taxes
|
20,904
|
|
|
76,391
|
|
||
Income tax expense
|
9,869
|
|
|
28,394
|
|
||
Net income
|
11,035
|
|
|
47,997
|
|
||
Less: noncumulative dividends to preferred stockholders
|
—
|
|
|
(1,314
|
)
|
||
Less: undistributed earnings to participating securities
|
—
|
|
|
(36,060
|
)
|
||
Net income attributable to common stockholders—basic
|
11,035
|
|
|
10,623
|
|
||
Add: adjustments for undistributed earnings to participating securities
|
—
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|
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4,992
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|
||
Net income attributable to common stockholders—diluted
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$
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11,035
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$
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15,615
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Net income per share attributable to common stockholders:
|
|
|
|
||||
Basic
|
$
|
0.05
|
|
|
$
|
0.26
|
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Diluted
|
$
|
0.05
|
|
|
$
|
0.22
|
|
Shares used to compute net income per share attributable to common stockholders:
|
|
|
|
||||
Basic
|
216,043
|
|
|
41,201
|
|
||
Diluted
|
242,009
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|
|
70,289
|
|
|
Three Months Ended
|
||||||
|
April 2, 2016
|
|
March 31, 2015
|
||||
Net income
|
$
|
11,035
|
|
|
$
|
47,997
|
|
Other comprehensive income:
|
|
|
|
||||
Cash flow hedges:
|
|
|
|
||||
Change in unrealized gain (loss) on cash flow hedges, net of tax benefit of $1,715 and $ —, respectively
|
(2,533
|
)
|
|
—
|
|
||
Less: reclassification for realized net gains included in net income, net of tax expense of $725 and $ —, respectively
|
(1,571
|
)
|
|
—
|
|
||
Net change, net of tax
|
(4,104
|
)
|
|
—
|
|
||
Change in foreign currency translation adjustment, net of tax
|
(72
|
)
|
|
44
|
|
||
Change in unrealized loss on available-for-sale investments, net of tax
|
59
|
|
|
—
|
|
||
Comprehensive income
|
$
|
6,918
|
|
|
$
|
48,041
|
|
|
|
Three Months Ended
|
||||||
|
|
April 2, 2016
|
|
March 31, 2015
|
||||
Cash Flows from Operating Activities
|
|
|
|
|
||||
Net income
|
|
$
|
11,035
|
|
|
$
|
47,997
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Provision for inventory obsolescence
|
|
231
|
|
|
1,761
|
|
||
Depreciation
|
|
6,475
|
|
|
3,363
|
|
||
Write-off of property and equipment
|
|
484
|
|
|
—
|
|
||
Amortization of intangible assets
|
|
533
|
|
|
106
|
|
||
Revaluation of redeemable convertible preferred stock warrant liability
|
|
—
|
|
|
10,335
|
|
||
Stock-based compensation
|
|
17,770
|
|
|
4,903
|
|
||
Deferred income taxes
|
|
(4,581
|
)
|
|
(3,875
|
)
|
||
Excess of tax benefit from stock-based compensation
|
|
(5,977
|
)
|
|
—
|
|
||
Other
|
|
547
|
|
|
234
|
|
||
Changes in operating assets and liabilities, net of acquisition:
|
|
|
|
|
||||
Accounts receivable
|
|
129,218
|
|
|
77,371
|
|
||
Inventories
|
|
(34,149
|
)
|
|
(24,198
|
)
|
||
Prepaid expenses and other assets
|
|
(16,547
|
)
|
|
(8,220
|
)
|
||
Fitbit Force recall reserve
|
|
(783
|
)
|
|
(7,371
|
)
|
||
Accounts payable
|
|
(16,317
|
)
|
|
(59,478
|
)
|
||
Accrued liabilities and other liabilities
|
|
38,729
|
|
|
(4,826
|
)
|
||
Deferred revenue
|
|
6,481
|
|
|
7,467
|
|
||
Income taxes payable
|
|
4,317
|
|
|
(12,909
|
)
|
||
Net cash provided by operating activities
|
|
137,466
|
|
|
32,660
|
|
||
Cash Flows from Investing Activities
|
|
|
|
|
||||
Purchase of property and equipment
|
|
(16,676
|
)
|
|
(5,009
|
)
|
||
Purchases of marketable securities
|
|
(62,576
|
)
|
|
—
|
|
||
Maturities of marketable securities
|
|
121,598
|
|
|
—
|
|
||
Acquisition, net of cash acquired
|
|
—
|
|
|
(11,037
|
)
|
||
Net cash provided by (used in) investing activities
|
|
42,346
|
|
|
(16,046
|
)
|
||
Cash Flows from Financing Activities
|
|
|
|
|
||||
Payments of offering costs
|
|
(1,236
|
)
|
|
(1
|
)
|
||
Proceeds from exercise of stock options
|
|
2,374
|
|
|
70
|
|
||
Taxes paid related to net share settlement of restricted stock units
|
|
(574
|
)
|
|
—
|
|
||
Excess of tax benefit from stock-based compensation
|
|
5,977
|
|
|
—
|
|
||
Proceeds from issuance of debt and revolving credit facility, net debt discount
|
|
—
|
|
|
160,000
|
|
||
Repayment of debt
|
|
—
|
|
|
(134,503
|
)
|
||
Net cash provided by financing activities
|
|
6,541
|
|
|
25,566
|
|
||
Net increase in cash and cash equivalents
|
|
186,353
|
|
|
42,180
|
|
||
Effect of exchange rate on cash and cash equivalents
|
|
(137
|
)
|
|
43
|
|
||
Cash and cash equivalents at beginning of period
|
|
535,846
|
|
|
195,626
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
722,062
|
|
|
$
|
237,849
|
|
Supplemental Disclosure
|
|
|
|
|
||||
Cash paid for interest
|
|
$
|
106
|
|
|
$
|
84
|
|
Cash paid for income taxes
|
|
$
|
15,404
|
|
|
$
|
44,045
|
|
Supplemental Disclosure of Non-Cash Investing and Financing Activity
|
|
|
|
|
||||
Purchase of property and equipment included in accounts payable and accruals
|
|
$
|
7,890
|
|
|
$
|
2,368
|
|
Deferred offering costs included in accounts payable and accruals
|
|
$
|
—
|
|
|
$
|
2,501
|
|
Issuance of common stock in connection with acquisitions
|
|
$
|
—
|
|
|
$
|
13,630
|
|
|
April 2, 2016
|
||||||||||
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Assets:
|
|
|
|
|
|
||||||
Money market funds
|
$
|
457,888
|
|
|
$
|
—
|
|
|
$
|
457,888
|
|
U.S. government agencies
|
—
|
|
|
2,244
|
|
|
2,244
|
|
|||
Corporate debt securities
|
—
|
|
|
169,136
|
|
|
169,136
|
|
|||
Derivative assets
|
—
|
|
|
5,674
|
|
|
5,674
|
|
|||
Total
|
$
|
457,888
|
|
|
$
|
177,054
|
|
|
$
|
634,942
|
|
Liabilities:
|
|
|
|
|
|
||||||
Derivative liabilities
|
$
|
—
|
|
|
$
|
11,947
|
|
|
$
|
11,947
|
|
|
December 31, 2015
|
||||||||||
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Assets:
|
|
|
|
|
|
||||||
Money market funds
|
$
|
248,128
|
|
|
$
|
—
|
|
|
$
|
248,128
|
|
U.S. government agencies
|
—
|
|
|
113,314
|
|
|
113,314
|
|
|||
Corporate debt securities
|
—
|
|
|
193,964
|
|
|
193,964
|
|
|||
Derivative assets
|
—
|
|
|
6,002
|
|
|
6,002
|
|
|||
Total
|
$
|
248,128
|
|
|
$
|
313,280
|
|
|
$
|
561,408
|
|
Liabilities:
|
|
|
|
|
|
||||||
Derivative liabilities
|
$
|
—
|
|
|
$
|
2,640
|
|
|
$
|
2,640
|
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
|
Cash and Cash Equivalents
|
|
Marketable Securities
|
||||||||||||
Cash
|
$
|
162,446
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
162,446
|
|
|
$
|
162,446
|
|
|
$
|
—
|
|
Money market funds
|
457,888
|
|
|
—
|
|
|
—
|
|
|
457,888
|
|
|
457,888
|
|
|
—
|
|
||||||
U.S. government agencies
|
2,244
|
|
|
—
|
|
|
—
|
|
|
2,244
|
|
|
2,244
|
|
|
—
|
|
||||||
Corporate debt securities
|
169,132
|
|
|
12
|
|
|
(8
|
)
|
|
169,136
|
|
|
99,484
|
|
|
69,652
|
|
||||||
Total
|
$
|
791,710
|
|
|
$
|
12
|
|
|
$
|
(8
|
)
|
|
$
|
791,714
|
|
|
$
|
722,062
|
|
|
$
|
69,652
|
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
|
Cash and Cash Equivalents
|
|
Marketable Securities
|
||||||||||||
Cash
|
$
|
109,072
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
109,072
|
|
|
$
|
109,072
|
|
|
$
|
—
|
|
Money market funds
|
248,128
|
|
|
—
|
|
|
—
|
|
|
248,128
|
|
|
248,128
|
|
|
—
|
|
||||||
U.S. government agencies
|
113,315
|
|
|
3
|
|
|
(4
|
)
|
|
113,314
|
|
|
63,464
|
|
|
49,850
|
|
||||||
Corporate debt securities
|
194,018
|
|
|
1
|
|
|
(55
|
)
|
|
193,964
|
|
|
115,182
|
|
|
78,782
|
|
||||||
Total
|
$
|
664,533
|
|
|
$
|
4
|
|
|
$
|
(59
|
)
|
|
$
|
664,478
|
|
|
$
|
535,846
|
|
|
$
|
128,632
|
|
|
|
|
April 2, 2016
|
|
December 31, 2015
|
||||||||||||
|
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
|
|
$
|
4,958
|
|
|
$
|
—
|
|
|
$
|
3,116
|
|
|
$
|
—
|
|
Cash flow designated hedges
|
Accrued liabilities
|
|
—
|
|
|
7,496
|
|
|
—
|
|
|
1,327
|
|
||||
Hedges not designated
|
Prepaid expenses and other current assets
|
|
716
|
|
|
—
|
|
|
2,886
|
|
|
—
|
|
||||
Hedges not designated
|
Accrued liabilities
|
|
—
|
|
|
4,451
|
|
|
—
|
|
|
1,313
|
|
||||
Total fair value of derivative instruments
|
|
|
$
|
5,674
|
|
|
$
|
11,947
|
|
|
$
|
6,002
|
|
|
$
|
2,640
|
|
|
|
|
Three Months Ended
|
||||||
|
Income Statement Location
|
|
April 2, 2016
|
|
March 31, 2015
|
||||
Foreign exchange cash flow hedges
|
|
|
|
|
|
||||
Gain (loss) recognized in OCI – effective portion
|
|
|
$
|
(4,248
|
)
|
|
$
|
—
|
|
Gain (loss) reclassified from OCI into income – effective portion
|
Revenue
|
|
(169
|
)
|
|
—
|
|
||
Gain (loss) reclassified from OCI into income – effective portion
|
Operating expenses
|
|
1,015
|
|
|
—
|
|
||
Gain (loss) recognized in income – ineffective portion
|
Other income (expense), net
|
|
(90
|
)
|
|
—
|
|
||
|
|
|
|
|
|
||||
Foreign exchange balance sheet hedges
|
|
|
|
|
|
||||
Gain (loss) recognized in income
|
Other income (expense), net
|
|
$
|
(1,437
|
)
|
|
$
|
2,020
|
|
|
As of April 2, 2016
|
||||||||||||||||||||||
|
|
|
|
|
|
|
Gross Amounts Not Offset in Condensed Consolidated Balance Sheets
|
|
|
||||||||||||||
|
Gross Amounts of Recognized Assets
|
|
Gross Amounts Offset in the Condensed Consolidated Balance Sheets
|
|
Net Amounts Presented in Condensed Consolidated Balance Sheets
|
|
Financial Instruments
|
|
Cash Collateral Received
|
|
Net Amount
|
||||||||||||
Foreign exchange contracts
|
$
|
5,674
|
|
|
$
|
—
|
|
|
$
|
5,674
|
|
|
$
|
576
|
|
|
$
|
—
|
|
|
$
|
5,098
|
|
|
As of December 31, 2015
|
||||||||||||||||||||||
|
|
|
|
|
|
|
Gross Amounts Not Offset in Condensed Consolidated Balance Sheets
|
|
|
||||||||||||||
|
Gross Amounts of Recognized Assets
|
|
Gross Amounts Offset in the Condensed Consolidated Balance Sheets
|
|
Net Amounts Presented in Condensed Consolidated Balance Sheets
|
|
Financial Instruments
|
|
Cash Collateral Received
|
|
Net Amount
|
||||||||||||
Foreign exchange contracts
|
$
|
6,002
|
|
|
$
|
—
|
|
|
$
|
6,002
|
|
|
$
|
150
|
|
|
$
|
—
|
|
|
$
|
5,852
|
|
|
As of April 2, 2016
|
||||||||||||||||||||||
|
|
|
|
|
|
|
Gross Amounts Not Offset in Condensed Consolidated Balance Sheets
|
|
|
||||||||||||||
|
Gross Amounts of Recognized Liabilities
|
|
Gross Amounts Offset in the Condensed Consolidated Balance Sheets
|
|
Net Amounts Presented in Condensed Consolidated Balance Sheets
|
|
Financial Instruments
|
|
Cash Collateral Pledged
|
|
Net Amount
|
||||||||||||
Foreign exchange contracts
|
$
|
11,947
|
|
|
$
|
—
|
|
|
$
|
11,947
|
|
|
$
|
576
|
|
|
$
|
—
|
|
|
$
|
11,371
|
|
|
As of December 31, 2015
|
||||||||||||||||||||||
|
|
|
|
|
|
|
Gross Amounts Not Offset in Condensed Consolidated Balance Sheets
|
|
|
||||||||||||||
|
Gross Amounts of Recognized Liabilities
|
|
Gross Amounts Offset in the Condensed Consolidated Balance Sheets
|
|
Net Amounts Presented in Condensed Consolidated Balance Sheets
|
|
Financial Instruments
|
|
Cash Collateral Pledged
|
|
Net Amount
|
||||||||||||
Foreign exchange contracts
|
$
|
2,640
|
|
|
$
|
—
|
|
|
$
|
2,640
|
|
|
$
|
150
|
|
|
$
|
—
|
|
|
$
|
2,490
|
|
|
Three Months Ended
|
||||||
|
April 2, 2016
|
|
March 31, 2015
|
||||
Beginning balances
|
$
|
74,045
|
|
|
$
|
26,559
|
|
Increases
|
34,215
|
|
|
20,493
|
|
||
Returns taken
|
(52,385
|
)
|
|
(20,690
|
)
|
||
Ending balances
|
$
|
55,875
|
|
|
$
|
26,362
|
|
|
April 2, 2016
|
|
December 31, 2015
|
||||
|
|
||||||
Components
|
$
|
2,961
|
|
|
$
|
5,359
|
|
Finished goods
|
209,131
|
|
|
172,787
|
|
||
Total inventories
|
$
|
212,092
|
|
|
$
|
178,146
|
|
|
April 2, 2016
|
|
December 31, 2015
|
||||
|
|
||||||
Prepaid income taxes
|
$
|
23,365
|
|
|
$
|
11,889
|
|
POP displays, net
|
13,196
|
|
|
9,990
|
|
||
Derivative assets
|
5,674
|
|
|
6,002
|
|
||
Prepaid expenses and other current assets
|
17,771
|
|
|
15,649
|
|
||
Total prepaid expenses and other current assets
|
$
|
60,006
|
|
|
$
|
43,530
|
|
|
April 2, 2016
|
|
December 31, 2015
|
||||
|
|
||||||
Tooling and manufacturing equipment
|
$
|
61,470
|
|
|
$
|
53,092
|
|
Furniture and office equipment
|
7,211
|
|
|
6,809
|
|
||
Purchased and internally-developed software
|
4,490
|
|
|
3,794
|
|
||
Leasehold improvements
|
12,087
|
|
|
8,388
|
|
||
Total property and equipment
|
85,258
|
|
|
72,083
|
|
||
Less: Accumulated depreciation and amortization
|
(33,679
|
)
|
|
(27,582
|
)
|
||
Property and equipment, net
|
$
|
51,579
|
|
|
$
|
44,501
|
|
|
April 2, 2016
|
|
December 31, 2015
|
|
Weighted Average Remaining Useful Life
(years)
|
||||||||||||||||||||
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Developed technology
|
$
|
12,640
|
|
|
$
|
(1,893
|
)
|
|
$
|
10,747
|
|
|
$
|
12,640
|
|
|
$
|
(1,442
|
)
|
|
$
|
11,198
|
|
|
6.0
|
Trademarks and other
|
1,278
|
|
|
(342
|
)
|
|
936
|
|
|
1,278
|
|
|
(260
|
)
|
|
1,018
|
|
|
3.9
|
||||||
Total intangible assets, net
|
$
|
13,918
|
|
|
$
|
(2,235
|
)
|
|
$
|
11,683
|
|
|
$
|
13,918
|
|
|
$
|
(1,702
|
)
|
|
$
|
12,216
|
|
|
|
|
Cost of Revenue
|
|
Operating Expenses
|
|
Total
|
||||||
|
|
|
|
|
|
||||||
Remaining 2016
|
$
|
1,355
|
|
|
$
|
199
|
|
|
$
|
1,554
|
|
2017
|
1,806
|
|
|
230
|
|
|
2,036
|
|
|||
2018
|
1,806
|
|
|
230
|
|
|
2,036
|
|
|||
2019
|
1,806
|
|
|
230
|
|
|
2,036
|
|
|||
2020
|
1,806
|
|
|
47
|
|
|
1,853
|
|
|||
Thereafter
|
2,168
|
|
|
—
|
|
|
2,168
|
|
|||
Total intangible assets, net
|
$
|
10,747
|
|
|
$
|
936
|
|
|
$
|
11,683
|
|
|
April 2, 2016
|
|
December 31, 2015
|
||||
|
|
||||||
Product warranty
|
$
|
50,669
|
|
|
$
|
40,212
|
|
Accrued sales and marketing
|
28,026
|
|
|
33,389
|
|
||
Inventory received but not billed
|
25,961
|
|
|
4,292
|
|
||
Marketable securities purchase in transit
|
24,600
|
|
|
—
|
|
||
Employee related liabilities
|
22,630
|
|
|
27,394
|
|
||
Accrued co-op advertising and marketing development funds
|
16,606
|
|
|
29,077
|
|
||
Accrued sales incentives
|
16,566
|
|
|
24,324
|
|
||
Accrued manufacturing expense and freight
|
13,212
|
|
|
10,723
|
|
||
Derivative liabilities
|
11,947
|
|
|
2,640
|
|
||
Sales taxes and VAT payable
|
7,074
|
|
|
8,349
|
|
||
Accrued legal fees
|
2,860
|
|
|
3,138
|
|
||
Customer deposits
|
1,785
|
|
|
2,062
|
|
||
Other
|
10,491
|
|
|
9,377
|
|
||
Accrued liabilities
|
$
|
232,427
|
|
|
$
|
194,977
|
|
|
Three Months Ended
|
||||||
|
April 2, 2016
|
|
March 31, 2015
|
||||
Beginning balances
|
$
|
40,212
|
|
|
$
|
20,098
|
|
Charged to cost of revenue
|
27,544
|
|
|
7,497
|
|
||
Settlement of claims
|
(17,087
|
)
|
|
(4,344
|
)
|
||
Ending balances
|
$
|
50,669
|
|
|
$
|
23,251
|
|
(1)
|
Does not include reserves established as a result of the recall of the Fitbit Force. See the section titled “—Fitbit Force Recall Reserve” for additional information regarding such reserves.
|
|
Three Months Ended
|
||||||
|
April 2, 2016
|
|
March 31, 2015
|
||||
Beginning balances
|
$
|
5,122
|
|
|
$
|
22,476
|
|
Charged (benefit) to cost of revenue
|
—
|
|
|
(2,040
|
)
|
||
Settlement of claims
|
(783
|
)
|
|
(5,332
|
)
|
||
Ending balances
|
$
|
4,339
|
|
|
$
|
15,104
|
|
|
Unrealized Gains (Losses) on Cash Flow Hedges
|
|
Currency Translation Adjustments
|
|
Unrealized Gains (Losses) on Available-for-Sale Investments
|
|
Total
|
||||||||
Balance at December 31, 2015
|
$
|
751
|
|
|
$
|
(5
|
)
|
|
$
|
(55
|
)
|
|
$
|
691
|
|
Other comprehensive income (loss) before reclassifications
|
(2,533
|
)
|
|
(72
|
)
|
|
59
|
|
|
(2,546
|
)
|
||||
Amounts reclassified from AOCI
|
(1,571
|
)
|
|
—
|
|
|
—
|
|
|
(1,571
|
)
|
||||
Other comprehensive income (loss)
|
(4,104
|
)
|
|
(72
|
)
|
|
59
|
|
|
(4,117
|
)
|
||||
Balance at April 2, 2016
|
$
|
(3,353
|
)
|
|
$
|
(77
|
)
|
|
$
|
4
|
|
|
$
|
(3,426
|
)
|
|
Options Outstanding
|
|||||||||
|
Number of
Shares Subject
to
Options
|
|
Weighted–
Average
Exercise
Price
|
|
Aggregate
Intrinsic
Value
|
|||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|||||
Balance—December 31, 2015
|
44,362
|
|
|
$
|
3.20
|
|
|
|
|
|
Granted
|
955
|
|
|
14.06
|
|
|
|
|||
Exercised
|
(2,626
|
)
|
|
0.90
|
|
|
|
|
||
Forfeited or canceled
|
(496
|
)
|
|
3.93
|
|
|
|
|||
Balance—April 2, 2016
|
42,195
|
|
|
3.58
|
|
|
$
|
482,495
|
|
|
|
|
|
|
|
|
|||||
Options exercisable—April 2, 2016
|
21,071
|
|
|
1.56
|
|
|
$
|
281,785
|
|
|
Options vested and expected to vest—April 2, 2016
|
41,236
|
|
|
3.54
|
|
|
$
|
473,262
|
|
|
RSUs
Outstanding
|
|
Weighted-
Average
Grant Date
Fair Value
|
|||
|
(in thousands)
|
|
|
|||
Unvested balance—December 31, 2015
|
3,292
|
|
|
$
|
34.27
|
|
Granted
|
5,020
|
|
|
14.35
|
|
|
Vested
|
(109
|
)
|
|
15.84
|
|
|
Forfeited or canceled
|
(33
|
)
|
|
27.62
|
|
|
Unvested balance—April 2, 2016
|
8,170
|
|
|
22.30
|
|
|
Three Months Ended
|
||||||
|
April 2, 2016
|
|
March 31, 2015
|
||||
|
|
|
|
||||
Cost of revenue
|
$
|
1,309
|
|
|
$
|
446
|
|
Research and development
|
10,393
|
|
|
1,879
|
|
||
Sales and marketing
|
2,535
|
|
|
1,307
|
|
||
General and administrative
|
3,533
|
|
|
1,271
|
|
||
Total stock-based compensation expense
|
$
|
17,770
|
|
|
$
|
4,903
|
|
|
Three Months Ended
|
||||||
|
April 2, 2016
|
|
March 31, 2015
|
||||
Numerator:
|
|
|
|
||||
Net income
|
$
|
11,035
|
|
|
$
|
47,997
|
|
Less: noncumulative dividends to preferred stockholders
|
—
|
|
|
(1,314
|
)
|
||
Less: undistributed earnings to participating securities
|
—
|
|
|
(36,060
|
)
|
||
Net income attributable to common stockholders—basic
|
11,035
|
|
|
10,623
|
|
||
Add: adjustments to undistributed earnings to participating securities
|
—
|
|
|
4,992
|
|
||
Net income attributable to common stockholders—diluted
|
$
|
11,035
|
|
|
$
|
15,615
|
|
|
|
|
|
||||
Denominator:
|
|
|
|
||||
Weighted-average shares of common stock—basic for Class A and Class B
|
216,043
|
|
|
41,201
|
|
||
Effect of dilutive securities
|
25,966
|
|
|
29,088
|
|
||
Weighted-average shares of common stock—diluted for Class A and Class B
|
242,009
|
|
|
70,289
|
|
||
Net income per share attributable to common stockholders:
|
|
|
|
||||
Basic
|
$
|
0.05
|
|
|
$
|
0.26
|
|
Diluted
|
$
|
0.05
|
|
|
$
|
0.22
|
|
|
Three Months Ended
|
||||
|
April 2, 2016
|
|
March 31, 2015
|
||
|
|
|
|
||
Stock options to purchase common stock
|
3,234
|
|
|
1,599
|
|
Restricted stock units
|
3,513
|
|
|
—
|
|
Redeemable convertible preferred stock
|
—
|
|
|
139,851
|
|
Redeemable convertible preferred stock warrants
|
—
|
|
|
1,955
|
|
Total
|
6,747
|
|
|
143,405
|
|
|
Three Months Ended
|
||||
|
April 2, 2016
|
|
March 31, 2015
|
||
|
|
|
|
||
A
|
18
|
%
|
|
19
|
%
|
C
|
12
|
|
|
11
|
|
B
|
*
|
|
|
10
|
|
|
April 2,
2016 |
|
December 31,
2015 |
||
|
|
||||
|
|
|
|
||
A
|
20
|
%
|
|
15
|
%
|
C
|
15
|
|
|
23
|
|
B
|
14
|
|
|
19
|
|
E
|
10
|
|
|
*
|
|
|
Three Months Ended
|
||||||
|
April 2, 2016
|
|
March 31, 2015
|
||||
|
|
|
|
||||
United States
|
$
|
351,685
|
|
|
$
|
265,309
|
|
Americas excluding United States
|
23,394
|
|
|
13,429
|
|
||
Europe, Middle East, and Africa
|
74,724
|
|
|
35,055
|
|
||
APAC
|
55,553
|
|
|
22,961
|
|
||
Total
|
$
|
505,356
|
|
|
$
|
336,754
|
|
|
|
||
Goodwill
|
$
|
22,157
|
|
Developed and core technology
|
12,640
|
|
|
Customer relationships
|
128
|
|
|
Trademarks
|
1,150
|
|
|
Assumed liabilities, net of assets
|
(3,552
|
)
|
|
Total
|
$
|
32,523
|
|
|
Three Months Ended
|
||||||
|
April 2, 2016
|
|
March 31, 2015
|
||||
|
(in thousands)
|
||||||
Revenue
|
$
|
505,356
|
|
|
$
|
336,754
|
|
Net income
|
11,035
|
|
|
47,997
|
|
||
Adjusted EBITDA
|
45,111
|
|
|
93,383
|
|
||
Devices sold
|
4,842
|
|
|
3,866
|
|
|
Three Months Ended
|
|||||
|
April 2, 2016
|
|
March 31, 2015
|
|||
|
|
|
|
|||
Devices sold
|
4,842
|
|
|
3,866
|
|
|
Adjusted EBITDA
|
$
|
45,111
|
|
|
93,383
|
|
|
Three Months Ended
|
||||||
|
April 2, 2016
|
|
March 31, 2015
|
||||
Net income
|
$
|
11,035
|
|
|
$
|
47,997
|
|
Impact of Fitbit Force recall
|
11
|
|
|
(2,182
|
)
|
||
Stock-based compensation expense
|
17,770
|
|
|
4,903
|
|
||
Revaluation of redeemable convertible preferred stock warrant liability
|
—
|
|
|
10,335
|
|
||
Depreciation and intangible assets amortization
|
7,008
|
|
|
3,469
|
|
||
Interest (income) expense, net
|
(582
|
)
|
|
467
|
|
||
Income tax expense
|
9,869
|
|
|
28,394
|
|
||
Adjusted EBITDA
|
$
|
45,111
|
|
|
$
|
93,383
|
|
|
Three Months Ended
|
||||||
|
April 2, 2016
|
|
March 31, 2015
|
||||
Reduction of revenue
|
$
|
—
|
|
|
$
|
—
|
|
Incremental (benefit to) cost of revenue
|
—
|
|
|
(2,040
|
)
|
||
Impact on gross profit
|
—
|
|
|
2,040
|
|
||
Incremental general and administrative expenses (benefit)
|
11
|
|
|
(142
|
)
|
||
Impact on income before income taxes
|
$
|
(11
|
)
|
|
$
|
2,182
|
|
|
Three Months Ended
|
||||||
|
April 2, 2016
|
|
March 31, 2015
|
||||
|
(in thousands)
|
||||||
Consolidated Statements of Operations Data:
|
|
|
|
||||
Revenue
|
$
|
505,356
|
|
|
$
|
336,754
|
|
Cost of revenue
(1)
|
271,601
|
|
|
167,545
|
|
||
Gross profit
|
233,755
|
|
|
169,209
|
|
||
Operating expenses:
|
|
|
|
||||
Research and development
(1)
|
72,248
|
|
|
22,426
|
|
||
Sales and marketing
(1)
|
107,051
|
|
|
43,867
|
|
||
General and administrative
(1)
|
35,702
|
|
|
12,981
|
|
||
Total operating expenses
|
215,001
|
|
|
79,274
|
|
||
Operating income
|
18,754
|
|
|
89,935
|
|
||
Interest income (expense), net
|
582
|
|
|
(467
|
)
|
||
Other income (expense), net
|
1,568
|
|
|
(13,077
|
)
|
||
Income before income taxes
|
20,904
|
|
|
76,391
|
|
||
Income tax expense
|
9,869
|
|
|
28,394
|
|
||
Net income
|
$
|
11,035
|
|
|
$
|
47,997
|
|
(1)
|
Includes stock-based compensation expense as follows:
|
|
Three Months Ended
|
||||||
|
April 2, 2016
|
|
March 31, 2015
|
||||
|
(in thousands)
|
||||||
Cost of revenue
|
$
|
1,309
|
|
|
$
|
446
|
|
Research and development
|
10,393
|
|
|
1,879
|
|
||
Sales and marketing
|
2,535
|
|
|
1,307
|
|
||
General and administrative
|
3,533
|
|
|
1,271
|
|
||
Total stock-based compensation expense
|
$
|
17,770
|
|
|
$
|
4,903
|
|
|
Three Months Ended
|
||||
|
April 2, 2016
|
|
March 31, 2015
|
||
|
(as a percentage of revenue)
|
||||
Consolidated Statements of Operations Data:
|
|
|
|
||
Revenue
|
100
|
%
|
|
100
|
%
|
Cost of revenue
|
54
|
|
|
50
|
|
Gross profit
|
46
|
|
|
50
|
|
Operating expenses:
|
|
|
|
||
Research and development
|
14
|
|
|
7
|
|
Sales and marketing
|
21
|
|
|
13
|
|
General and administrative
|
7
|
|
|
4
|
|
Total operating expenses
|
42
|
|
|
24
|
|
Operating income
|
4
|
|
|
26
|
|
Interest income (expense), net
|
—
|
|
|
—
|
|
Other income (expense), net
|
—
|
|
|
(4
|
)
|
Income before income taxes
|
4
|
|
|
22
|
|
Income tax expense
|
2
|
|
|
8
|
|
Net income
|
2
|
%
|
|
14
|
%
|
|
Three Months Ended
|
|
Change
|
|||||||||||
(dollars in thousands)
|
April 2, 2016
|
|
March 31, 2015
|
|
$
|
|
%
|
|||||||
Revenue
|
$
|
505,356
|
|
|
$
|
336,754
|
|
|
$
|
168,602
|
|
|
50
|
%
|
|
Three Months Ended
|
|
Change
|
|||||||||||
(dollars in thousands)
|
April 2, 2016
|
|
March 31, 2015
|
|
$
|
|
%
|
|||||||
Cost of revenue
|
$
|
271,601
|
|
|
$
|
167,545
|
|
|
$
|
104,056
|
|
|
62
|
%
|
Gross profit
|
233,755
|
|
|
169,209
|
|
|
64,546
|
|
|
38
|
|
|||
Gross margin
|
46
|
%
|
|
50
|
%
|
|
|
|
|
|
Three Months Ended
|
|
Change
|
|||||||||||
(dollars in thousands)
|
April 2, 2016
|
|
March 31, 2015
|
|
$
|
|
%
|
|||||||
Research and development
|
$
|
72,248
|
|
|
$
|
22,426
|
|
|
$
|
49,822
|
|
|
222
|
%
|
|
Three Months Ended
|
|
Change
|
|||||||||||
(dollars in thousands)
|
April 2, 2016
|
|
March 31, 2015
|
|
$
|
|
%
|
|||||||
Sales and marketing
|
$
|
107,051
|
|
|
$
|
43,867
|
|
|
$
|
63,184
|
|
|
144
|
%
|
|
Three Months Ended
|
|
Change
|
|||||||||||
(dollars in thousands)
|
April 2, 2016
|
|
March 31, 2015
|
|
$
|
|
%
|
|||||||
General and administrative
|
$
|
35,702
|
|
|
$
|
12,981
|
|
|
$
|
22,721
|
|
|
175
|
%
|
|
Three Months Ended
|
|
Change
|
|||||||||||
(dollars in thousands)
|
April 2, 2016
|
|
March 31, 2015
|
|
$
|
|
%
|
|||||||
Interest income (expense), net
|
$
|
582
|
|
|
$
|
(467
|
)
|
|
$
|
1,049
|
|
|
(225
|
)%
|
Other income (expense), net
|
1,568
|
|
|
(13,077
|
)
|
|
14,645
|
|
|
(112
|
)
|
|
Three Months Ended
|
|
Change
|
|||||||||||
(dollars in thousands)
|
April 2, 2016
|
|
March 31, 2015
|
|
$
|
|
%
|
|||||||
Income tax expense
|
$
|
9,869
|
|
|
$
|
28,394
|
|
|
$
|
(18,525
|
)
|
|
(65
|
)%
|
|
Three Months Ended
|
||||||
|
April 2, 2016
|
|
March 31, 2015
|
||||
Net cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
137,466
|
|
|
$
|
32,660
|
|
Investing activities
|
42,346
|
|
|
(16,046
|
)
|
||
Financing activities
|
6,541
|
|
|
25,566
|
|
||
Net change in cash and cash equivalents
|
$
|
186,353
|
|
|
$
|
42,180
|
|
•
|
the level of demand for our connected health and fitness devices and our ability to maintain or increase the size and engagement of our community of users;
|
•
|
the timing and success of new product and service introductions by us or our competitors or any other change in the competitive landscape of our market;
|
•
|
the mix of products sold in a quarter;
|
•
|
the continued market acceptance of, and the growth of the market for, connected health and fitness devices;
|
•
|
pricing pressure as a result of competition or otherwise;
|
•
|
delays or disruptions in our supply, manufacturing, or distribution chain;
|
•
|
errors in our forecasting of the demand for our products, which could lead to lower revenue or increased costs, or both;
|
•
|
seasonal buying patterns of consumers;
|
•
|
increases in and timing of sales and marketing and other operating expenses that we may incur to grow and expand our operations and to remain competitive;
|
•
|
insolvency, credit, or other difficulties faced by our distributors and retailers, affecting their ability to purchase or pay for our products;
|
•
|
insolvency, credit, or other difficulties confronting our suppliers, contract manufacturers, or logistics providers leading to disruptions in our supply or distribution chain;
|
•
|
levels of product returns, stock rotation, and price protection rights;
|
•
|
adverse litigation judgments, settlements, or other litigation-related costs;
|
•
|
changes in the legislative or regulatory environment, such as with respect to privacy, information security, health and wellness devices, consumer product safety, and advertising;
|
•
|
product recalls, regulatory proceedings, or other adverse publicity about our products;
|
•
|
fluctuations in foreign exchange rates;
|
•
|
costs related to the acquisition of businesses, talent, technologies, or intellectual property, including potentially significant amortization costs and possible write-downs; and
|
•
|
general economic conditions in either domestic or international markets.
|
•
|
inability to satisfy demand for our products;
|
•
|
reduced control over delivery timing and product reliability;
|
•
|
reduced ability to oversee the manufacturing process and components used in our products;
|
•
|
reduced ability to monitor compliance with our product manufacturing specifications;
|
•
|
reduced ability to develop comprehensive manufacturing specifications that take into account materials shortages, materials substitutions, and variance in the manufacturing capabilities of our third-party contract manufacturers;
|
•
|
price increases;
|
•
|
the failure of a key supplier, contract manufacturer, or logistics provider to perform its obligations to us for technical, market, or other reasons;
|
•
|
difficulties in establishing additional contract manufacturing relationships if we experience difficulties with our existing contract manufacturers;
|
•
|
shortages of materials or components;
|
•
|
misappropriation of our intellectual property;
|
•
|
exposure to natural catastrophes, political unrest, terrorism, labor disputes, and economic instability resulting in the disruption of trade from foreign countries in which our products are manufactured;
|
•
|
changes in local economic conditions in countries where our suppliers, contract manufacturers, or logistics providers are located;
|
•
|
the imposition of new laws and regulations, including those relating to labor conditions, quality and safety standards, imports, duties, taxes, and other charges on imports, as well as trade restrictions and restrictions on currency exchange or the transfer of funds; and
|
•
|
insufficient warranties and indemnities on components supplied to our contract manufacturers.
|
•
|
establishing and maintaining effective controls at foreign locations and the associated increased costs;
|
•
|
adapting our technologies, products, and services to non-U.S. consumers’ preferences and customs;
|
•
|
variations in margins by geography;
|
•
|
increased competition from local providers of similar products;
|
•
|
longer sales or collection cycles in some countries;
|
•
|
compliance with foreign laws and regulations;
|
•
|
compliance with the laws of numerous taxing jurisdictions where we conduct business, potential double taxation of our international earnings, and potentially adverse tax consequences due to U.S. and foreign tax laws as they relate to our international operations;
|
•
|
compliance with anti-bribery laws, such as the FCPA and the U.K. Bribery Act, by us, our employees, and our business partners;
|
•
|
complexity and other risks associated with current and future foreign legal requirements, including legal requirements related to consumer protection, consumer product safety, and data privacy frameworks, such as the E.U. General Data Protection Regulation, and applicable privacy and data protection laws in foreign jurisdictions where we currently conduct business or intend to conduct business in the future;
|
•
|
currency exchange rate fluctuations and related effects on our operating results;
|
•
|
economic and political instability in some countries, particularly those in China where we have expanded;
|
•
|
the uncertainty of protection for intellectual property rights in some countries and practical difficulties of enforcing rights abroad; and
|
•
|
other costs of doing business internationally.
|
•
|
use our accounts receivable, inventory, trademarks, and most of our other assets as security in other borrowings or transactions;
|
•
|
incur additional indebtedness;
|
•
|
sell certain assets;
|
•
|
guarantee certain obligations of third parties;
|
•
|
declare dividends or make certain distributions; and
|
•
|
undergo a merger or consolidation or other transactions.
|
•
|
overall performance of the equity markets;
|
•
|
actual or anticipated fluctuations in our revenue and other operating results;
|
•
|
changes in the financial projections we may provide to the public or our failure to meet these projections;
|
•
|
failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;
|
•
|
recruitment or departure of key personnel;
|
•
|
the economy as a whole and market conditions in our industry;
|
•
|
negative publicity related to problems in our manufacturing or the real or perceived quality of our products, as well as the failure to timely launch new products that gain market acceptance;
|
•
|
rumors and market speculation involving us or other companies in our industry;
|
•
|
announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;
|
•
|
new laws or regulations or new interpretations of existing laws or regulations applicable to our business;
|
•
|
lawsuits threatened or filed against us;
|
•
|
other events or factors, including those resulting from war, incidents of terrorism, or responses to these events; and
|
•
|
sales of shares of our Class A common stock by us or our stockholders.
|
•
|
provide that our board of directors will be classified into three classes of directors with staggered three-year terms at such time as the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of our common stock;
|
•
|
permit the board of directors to establish the number of directors and fill any vacancies and newly-created directorships;
|
•
|
require super-majority voting to amend some provisions in our restated certificate of incorporation and restated bylaws;
|
•
|
authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan;
|
•
|
provide that only the chairman of our board of directors, our chief executive officer, or a majority of our board of directors will be authorized to call a special meeting of stockholders;
|
•
|
provide for a dual class common stock structure in which holders of our Class B common stock have the ability to control the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the outstanding shares of our Class A and Class B common stock, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets;
|
•
|
prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;
|
•
|
provide that the board of directors is expressly authorized to make, alter, or repeal our bylaws; and
|
•
|
establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.
|
Exhibit
|
|
|
|
Incorporated by Reference
|
|
Filed
|
||||||
Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
Herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.1*
|
|
Fitbit, Inc. Bonus Plan.
|
|
8-K
|
|
001-37444
|
|
10.1
|
|
3/29/2016
|
|
|
10.2*
|
|
Form of Notice of Stock Option Grant and Stock Option Agreement under the 2015 Equity Incentive Plan.
|
|
8-K
|
|
001-37444
|
|
10.1
|
|
2/9/2016
|
|
|
10.3*
|
|
Global Notice of Stock Option Grant and Global Stock Option Agreement under the 2015 Equity Incentive Plan.
|
|
|
|
|
|
|
|
|
|
X
|
31.1
|
|
Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer.
|
|
|
|
|
|
|
|
|
|
X
|
31.2
|
|
Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer.
|
|
|
|
|
|
|
|
|
|
X
|
32.1#
|
|
Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.
|
|
|
|
|
|
|
|
|
|
X
|
101.INS
|
|
XBRL Instance Document.
|
|
|
|
|
|
|
|
|
|
X
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
|
|
|
|
|
|
X
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
|
|
|
|
|
|
X
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
|
|
|
|
|
|
X
|
101.LAB
|
|
XBRL Taxonomy Extension Labels Linkbase Document.
|
|
|
|
|
|
|
|
|
|
X
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
|
|
|
|
|
|
X
|
*
|
Indicates a management contract or compensatory plan.
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FITBIT, INC.
|
|
|
|
|
|
Date:
|
May 6, 2016
|
|
|
/s/ WILLIAM ZERELLA
|
|
|
|
|
William Zerella
|
|
|
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
Expiration Date
:
|
_____________; This Option expires earlier if your Service terminates earlier, as described in the Option Agreement.
|
Vesting Schedule
:
|
This Option becomes exercisable with respect to the first 25% of the Shares subject to this Option when you complete 12 months of Service from the Vesting Commencement Date. Thereafter, this Option becomes exercisable with respect to an additional 1/48
th
of the Shares subject to this Option when you complete each month of Service.
|
Additional Terms
:
|
¨
If this box is checked, the additional terms and conditions set forth on
Attachment 1
hereto (as executed by the Company) are applicable and are incorporated herein by reference. No document need be attached as
Attachment 1
if the box is not checked.
|
|
||
|
|
|
Date:
|
May 6, 2016
|
/s/ James Park
|
|
|
James Park
President, Chief Executive Officer, and Chairman
(Principal Executive Officer)
|
|
||
|
|
|
Date:
|
May 6, 2016
|
/s/ William Zerella
|
|
|
William Zerella
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
Date: May 6, 2016
|
By:
|
/s/ James Park
|
|
|
James Park
|
|
|
President, Chief Executive Officer, and Chairman
(Principal Executive Officer)
|
Date: May 6, 2016
|
By:
|
/s/ William Zerella
|
|
|
William Zerella
|
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|