|
|
|
|
|
(Mark one)
|
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from ________________ to ________________
|
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)
|
Yes
þ
|
No
¨
|
Yes
þ
|
No
¨
|
Large accelerated filer
|
þ
|
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
o
|
|
Smaller reporting company
|
¨
|
|
|
|
Emerging growth company
|
¨
|
Yes
¨
|
No
þ
|
|
|
|
Title of each class
Class A Common Stock, $0.0001 par value
|
Trading symbol
FIT
|
Name of each exchange on which registered
The New York Stock Exchange
|
|
|
Page
Number
|
|
||
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|
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||
|
|
|
|
Condensed Consolidated Balance Sheets
—March 30, 2019 and December 31, 2018
|
|
|
|
|
|
Condensed Consolidated Statements of Operations
—for the three months ended March 30, 2019 and March 31, 2018
|
|
|
|
|
|
Condensed Consolidated Statements of Comprehensive
Loss—for the three months ended March 30, 2019 and March 31, 2018
|
|
|
|
|
|
||
|
|
|
|
Condensed Consolidated Statements of Cash Flows
—for the three months ended March 30, 2019 and March 31, 2018
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
our future revenue, cost of revenue, gross margin, operating expenses, including personnel costs, research and development expense, sales and marketing expense and general and administrative expense;
|
•
|
continued investments in research and development, sales and marketing and international expansion and the impact of those investments;
|
•
|
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 and introduce new products and services, including recurring non-device revenue offerings, improve our existing products and services;
|
•
|
our ability to grow and engage our user base;
|
•
|
our expectations to derive the substantial majority of our revenue from sales of devices;
|
•
|
our ability to accurately forecast consumer demand and adequately manage inventory;
|
•
|
trends in our quarterly operating results and other operating metrics;
|
•
|
the impact of tariffs or other restrictions placed on our products imported into the United States from China;
|
•
|
the impact of changes in tax laws on our operating results;
|
•
|
the impact of our adoption of accounting pronouncements;
|
•
|
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;
|
•
|
legal proceedings and the impact of such proceedings;
|
•
|
the effect of seasonality on our results of operations;
|
•
|
our ability to attract and retain highly skilled employees;
|
•
|
the impact of our acquisitions in enhancing the features and functionality of our devices;
|
•
|
the impact of foreign currency exchange rates;
|
•
|
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
.
|
|
|
March 30, 2019
|
|
December 31, 2018
|
||||
|
|
|
||||||
|
|
|
|
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
410,813
|
|
|
$
|
473,956
|
|
Marketable securities
|
|
233,383
|
|
|
249,493
|
|
||
Accounts receivable, net
|
|
250,582
|
|
|
414,209
|
|
||
Inventories
|
|
174,478
|
|
|
124,871
|
|
||
Income tax receivable
|
|
6,917
|
|
|
6,957
|
|
||
Prepaid expenses and other current assets
|
|
26,481
|
|
|
42,325
|
|
||
Total current assets
|
|
1,102,654
|
|
|
1,311,811
|
|
||
Property and equipment, net
|
|
95,275
|
|
|
106,286
|
|
||
Operating lease right-of-use assets
|
|
99,144
|
|
|
—
|
|
||
Goodwill
|
|
60,979
|
|
|
60,979
|
|
||
Intangible assets, net
|
|
21,559
|
|
|
23,620
|
|
||
Deferred tax assets
|
|
4,436
|
|
|
4,489
|
|
||
Other assets
|
|
10,423
|
|
|
8,362
|
|
||
Total assets
|
|
$
|
1,394,470
|
|
|
$
|
1,515,547
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
165,551
|
|
|
$
|
251,657
|
|
Accrued liabilities
|
|
363,751
|
|
|
437,234
|
|
||
Operating lease liabilities
|
|
30,209
|
|
|
—
|
|
||
Deferred revenue
|
|
28,655
|
|
|
29,400
|
|
||
Income taxes payable
|
|
1,349
|
|
|
1,092
|
|
||
Total current liabilities
|
|
589,515
|
|
|
719,383
|
|
||
Long-term deferred revenue
|
|
5,922
|
|
|
7,436
|
|
||
Long-term operating lease liabilities
|
|
98,219
|
|
|
—
|
|
||
Other liabilities
|
|
29,001
|
|
|
52,790
|
|
||
Total liabilities
|
|
722,657
|
|
|
779,609
|
|
||
Commitments and contingencies (Note 6)
|
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
||||
Class A and Class B common stock
|
|
25
|
|
|
25
|
|
||
Additional paid-in capital
|
|
1,070,224
|
|
|
1,055,046
|
|
||
Accumulated other comprehensive income (loss)
|
|
96
|
|
|
(66
|
)
|
||
Accumulated deficit
|
|
(398,532
|
)
|
|
(319,067
|
)
|
||
Total stockholders’ equity
|
|
671,813
|
|
|
735,938
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
1,394,470
|
|
|
$
|
1,515,547
|
|
|
Three Months Ended
|
||||||
|
March 30, 2019
|
|
March 31, 2018
|
||||
Revenue
|
$
|
271,890
|
|
|
$
|
247,865
|
|
Cost of revenue
|
182,437
|
|
|
133,742
|
|
||
Gross profit
|
89,453
|
|
|
114,123
|
|
||
Operating expenses:
|
|
|
|
||||
Research and development
|
77,039
|
|
|
89,336
|
|
||
Sales and marketing
|
68,616
|
|
|
72,052
|
|
||
General and administrative
|
26,692
|
|
|
36,088
|
|
||
Total operating expenses
|
172,347
|
|
|
197,476
|
|
||
Operating loss
|
(82,894
|
)
|
|
(83,353
|
)
|
||
Interest income, net
|
3,466
|
|
|
1,350
|
|
||
Other income, net
|
1,273
|
|
|
517
|
|
||
Loss before income taxes
|
(78,155
|
)
|
|
(81,486
|
)
|
||
Income tax expense (benefit)
|
1,310
|
|
|
(609
|
)
|
||
Net loss
|
$
|
(79,465
|
)
|
|
$
|
(80,877
|
)
|
Net loss per share:
|
—
|
|
|
|
|||
Basic
|
$
|
(0.31
|
)
|
|
$
|
(0.34
|
)
|
Diluted
|
$
|
(0.31
|
)
|
|
$
|
(0.34
|
)
|
Shares used to compute net loss per share:
|
|
|
|
||||
Basic
|
253,124
|
|
|
239,431
|
|
||
Diluted
|
253,124
|
|
|
239,431
|
|
|
Three Months Ended
|
||||||
|
March 30, 2019
|
|
March 31, 2018
|
||||
Net loss
|
$
|
(79,465
|
)
|
|
$
|
(80,877
|
)
|
Other comprehensive loss:
|
|
|
|
||||
Cash flow hedges:
|
|
|
|
||||
Change in unrealized gain on cash flow hedges, net of tax benefit (expense) of $0 and $0, respectively
|
—
|
|
|
664
|
|
||
Less: reclassification for realized net gains included in net income, net of tax expense (benefit) of $0 and $0, respectively
|
—
|
|
|
—
|
|
||
Net change, net of tax
|
—
|
|
|
664
|
|
||
|
|
|
|
||||
Available-for-sale investments:
|
|
|
|
||||
Change in unrealized gain on available-for-sale investments, net of tax
|
162
|
|
|
(326
|
)
|
||
Less reclassification for realized net gain
|
—
|
|
|
—
|
|
||
Net change, net of tax
|
162
|
|
|
(326
|
)
|
||
|
|
|
|
||||
Comprehensive loss
|
$
|
(79,303
|
)
|
|
$
|
(80,539
|
)
|
|
Class A and Class B Common Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Accumulated
Deficit
|
|
Total
Stockholders’
Equity
|
|||||||||||||
|
Shares
|
|
Amount
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at December 31, 2018
|
252,362,841
|
|
|
25
|
|
|
1,055,046
|
|
|
(66
|
)
|
|
(319,067
|
)
|
|
735,938
|
|
|||||
Issuance of common stock
|
2,381,188
|
|
|
—
|
|
|
931
|
|
|
—
|
|
|
—
|
|
|
931
|
|
|||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
20,669
|
|
|
—
|
|
|
—
|
|
|
20,669
|
|
|||||
Taxes related to net share settlement of restricted stock units
|
—
|
|
|
—
|
|
|
(6,422
|
)
|
|
—
|
|
|
—
|
|
|
(6,422
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(79,465
|
)
|
|
(79,465
|
)
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
162
|
|
|
—
|
|
|
162
|
|
|||||
Balance at March 30, 2019
|
254,744,029
|
|
|
$
|
25
|
|
|
$
|
1,070,224
|
|
|
$
|
96
|
|
|
$
|
(398,532
|
)
|
|
$
|
671,813
|
|
|
Class A and Class B Common Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Accumulated
Deficit
|
|
Total
Stockholders’
Equity
|
|||||||||||||
|
Shares
|
|
Amount
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at December 31, 2017
|
238,756,522
|
|
|
24
|
|
|
956,060
|
|
|
(9
|
)
|
|
(132,112
|
)
|
|
823,963
|
|
|||||
Issuance of common stock
|
2,233,091
|
|
|
—
|
|
|
987
|
|
|
—
|
|
|
—
|
|
|
987
|
|
|||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
24,148
|
|
|
—
|
|
|
—
|
|
|
24,148
|
|
|||||
Taxes related to net share settlement of restricted stock units
|
—
|
|
|
—
|
|
|
(5,173
|
)
|
|
—
|
|
|
—
|
|
|
(5,173
|
)
|
|||||
Cumulative effect adjustment related to opening retained earnings for adoption of ASU 2014-09
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,127
|
)
|
|
(1,127
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(80,877
|
)
|
|
(80,877
|
)
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
338
|
|
|
—
|
|
|
338
|
|
|||||
Balance at March 31, 2018
|
240,989,613
|
|
|
$
|
24
|
|
|
$
|
976,022
|
|
|
$
|
329
|
|
|
$
|
(214,116
|
)
|
|
$
|
762,259
|
|
|
Three Months Ended
|
||||||
|
March 30, 2019
|
|
March 31, 2018
|
||||
|
|
|
|
||||
Cash Flows from Operating Activities
|
|
|
|
||||
Net loss
|
$
|
(79,465
|
)
|
|
$
|
(80,877
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Provision for doubtful accounts
|
32
|
|
|
—
|
|
||
Provision for inventory obsolescence
|
1,478
|
|
|
6,337
|
|
||
Depreciation
|
13,373
|
|
|
10,456
|
|
||
Non-cash lease expense
|
7,713
|
|
|
—
|
|
||
Write-off of property and equipment
|
—
|
|
|
7,259
|
|
||
Amortization of intangible assets
|
2,060
|
|
|
1,748
|
|
||
Stock-based compensation
|
20,544
|
|
|
23,641
|
|
||
Deferred income taxes
|
(20
|
)
|
|
(1,799
|
)
|
||
Other
|
(50
|
)
|
|
(275
|
)
|
||
Changes in operating assets and liabilities, net of acquisition:
|
|
|
|
||||
Accounts receivable
|
163,592
|
|
|
191,982
|
|
||
Inventories
|
(50,958
|
)
|
|
(27,307
|
)
|
||
Prepaid expenses and other assets
|
12,594
|
|
|
39,610
|
|
||
Fitbit Force recall reserve
|
46
|
|
|
(132
|
)
|
||
Accounts payable
|
(81,656
|
)
|
|
(84,155
|
)
|
||
Accrued liabilities and other liabilities
|
(69,962
|
)
|
|
(70,147
|
)
|
||
Lease liabilities
|
(4,972
|
)
|
|
—
|
|
||
Deferred revenue
|
(2,259
|
)
|
|
(6,010
|
)
|
||
Income taxes payable
|
257
|
|
|
(173
|
)
|
||
Net cash provided by (used in) operating activities
|
(67,653
|
)
|
|
10,158
|
|
||
Cash Flows from Investing Activities
|
|
|
|
||||
Purchase of property and equipment
|
(6,096
|
)
|
|
(12,616
|
)
|
||
Purchases of marketable securities
|
(111,615
|
)
|
|
(141,404
|
)
|
||
Sales of marketable securities
|
—
|
|
|
50,795
|
|
||
Maturities of marketable securities
|
128,309
|
|
|
148,041
|
|
||
Acquisition, net of cash acquired
|
—
|
|
|
(13,646
|
)
|
||
Net cash provided by investing activities
|
10,598
|
|
|
31,170
|
|
||
Cash Flows from Financing Activities
|
|
|
|
||||
Repayment of debt
|
—
|
|
|
(747
|
)
|
||
Payment of financing lease liability
|
(597
|
)
|
|
—
|
|
||
Proceeds from issuance of common stock
|
931
|
|
|
992
|
|
||
Taxes paid related to net share settlement of restricted stock units
|
(6,422
|
)
|
|
(5,179
|
)
|
||
Net cash used in financing activities
|
(6,088
|
)
|
|
(4,934
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
(63,143
|
)
|
|
36,394
|
|
||
Cash and cash equivalents at beginning of period
|
473,956
|
|
|
341,966
|
|
||
Cash and cash equivalents at end of period
|
$
|
410,813
|
|
|
$
|
378,360
|
|
|
March 30, 2019
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
225,733
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
225,733
|
|
U.S. government agencies
|
—
|
|
|
80,808
|
|
|
—
|
|
|
80,808
|
|
||||
Corporate debt securities
|
—
|
|
|
224,092
|
|
|
—
|
|
|
224,092
|
|
||||
Derivative assets
|
—
|
|
|
464
|
|
|
—
|
|
|
464
|
|
||||
Total
|
$
|
225,733
|
|
|
$
|
305,364
|
|
|
$
|
—
|
|
|
$
|
531,097
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
$
|
—
|
|
|
$
|
28
|
|
|
$
|
—
|
|
|
$
|
28
|
|
Total
|
$
|
—
|
|
|
$
|
28
|
|
|
$
|
—
|
|
|
$
|
28
|
|
|
December 31, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
273,546
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
273,546
|
|
U.S. government agencies
|
—
|
|
|
72,840
|
|
|
—
|
|
|
72,840
|
|
||||
Corporate debt securities
|
—
|
|
|
228,953
|
|
|
—
|
|
|
228,953
|
|
||||
Derivative assets
|
—
|
|
|
623
|
|
|
—
|
|
|
623
|
|
||||
Total
|
273,546
|
|
|
302,416
|
|
|
—
|
|
|
575,962
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
$
|
—
|
|
|
$
|
549
|
|
|
$
|
—
|
|
|
$
|
549
|
|
Stock warrant liability
|
—
|
|
|
—
|
|
|
410
|
|
|
410
|
|
||||
Total
|
$
|
—
|
|
|
$
|
549
|
|
|
$
|
410
|
|
|
$
|
959
|
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
|
Cash and Cash Equivalents
|
|
Marketable Securities
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash
|
$
|
113,563
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
113,563
|
|
|
$
|
113,563
|
|
|
$
|
—
|
|
Money market funds
|
225,733
|
|
|
—
|
|
|
—
|
|
|
225,733
|
|
|
225,733
|
|
|
—
|
|
||||||
U.S. government agencies
|
80,796
|
|
|
20
|
|
|
(8
|
)
|
|
80,808
|
|
|
8,888
|
|
|
71,920
|
|
||||||
Corporate debt securities
|
224,068
|
|
|
32
|
|
|
(8
|
)
|
|
224,092
|
|
|
62,629
|
|
|
161,463
|
|
||||||
Total
|
$
|
644,160
|
|
|
$
|
52
|
|
|
$
|
(16
|
)
|
|
$
|
644,196
|
|
|
$
|
410,813
|
|
|
$
|
233,383
|
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
|
Cash and Cash Equivalents
|
|
Marketable Securities
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash
|
$
|
148,110
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
148,110
|
|
|
$
|
148,110
|
|
|
$
|
—
|
|
Money market funds
|
273,546
|
|
|
—
|
|
|
—
|
|
|
273,546
|
|
|
273,546
|
|
|
—
|
|
||||||
U.S. government agencies
|
72,884
|
|
|
1
|
|
|
(45
|
)
|
|
72,840
|
|
|
9,738
|
|
|
63,102
|
|
||||||
Corporate debt securities
|
229,040
|
|
|
—
|
|
|
(87
|
)
|
|
228,953
|
|
|
42,562
|
|
|
186,391
|
|
||||||
Total
|
$
|
723,580
|
|
|
$
|
1
|
|
|
$
|
(132
|
)
|
|
$
|
723,449
|
|
|
$
|
473,956
|
|
|
$
|
249,493
|
|
|
March 30, 2019
|
|
December 31, 2018
|
||||
|
|
|
|
||||
Due in one year
|
$
|
230,382
|
|
|
$
|
249,493
|
|
Due in one to two years
|
3,001
|
|
|
—
|
|
||
Total
|
$
|
233,383
|
|
|
$
|
249,493
|
|
|
|
|
March 30, 2019
|
|
December 31, 2018
|
||||||||||||
|
Balance Sheet Location
|
|
Fair Value Derivative
Assets
|
|
Fair Value Derivative Liabilities
|
|
Fair Value Derivative
Assets
|
|
Fair Value Derivative Liabilities
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Hedges not designated
|
Prepaid expenses and other current assets
|
|
464
|
|
|
—
|
|
|
623
|
|
|
—
|
|
||||
Hedges not designated
|
Accrued liabilities
|
|
—
|
|
|
28
|
|
|
—
|
|
|
549
|
|
||||
Total fair value of derivative instruments
|
|
|
$
|
464
|
|
|
$
|
28
|
|
|
$
|
623
|
|
|
$
|
549
|
|
|
|
|
Three Months Ended
|
||||||
|
Income Statement Location
|
|
March 30, 2019
|
|
March 31, 2018
|
||||
|
|
|
|
|
|
||||
Foreign exchange cash flow hedges:
|
|
|
|
|
|
||||
Gain (loss) recognized in OCI – effective portion
|
|
|
$
|
—
|
|
|
$
|
664
|
|
Gain (loss) reclassified from OCI into income – effective portion
|
Revenue
|
|
—
|
|
|
—
|
|
||
|
|
|
|
|
|
||||
Foreign exchange balance sheet hedges:
|
|
|
|
|
|
||||
Gain (loss) recognized in income
|
Other income, net
|
|
(359
|
)
|
|
(2,493
|
)
|
|
|
Three Months Ended
|
||||||
|
|
March 30, 2019
|
|
March 31, 2018
|
||||
|
|
|
|
|
||||
Total amounts presented in the condensed consolidated statement of operations in which the effects of cash flow hedges are recorded in revenue
|
|
$
|
271,890
|
|
|
$
|
247,865
|
|
Total amounts presented in the condensed consolidated statement of operations in which the effects of cash flow hedges are recorded in operating expenses
|
|
172,347
|
|
|
197,476
|
|
|
March 30, 2019
|
||||||||||||||||||||||
|
Gross Amounts Offset in the Condensed Consolidated Balance Sheets
|
|
Gross Amounts Not Offset in Condensed Consolidated Balance Sheets
|
||||||||||||||||||||
|
Gross Amounts Recognized
|
|
Gross Amounts Offset
|
|
Net Amounts Presented
|
|
Financial Instruments
|
|
Cash Collateral Received
|
|
Net Amount
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange contracts assets
|
$
|
464
|
|
|
$
|
—
|
|
|
$
|
464
|
|
|
$
|
28
|
|
|
$
|
—
|
|
|
$
|
436
|
|
Foreign exchange contracts liabilities
|
28
|
|
|
—
|
|
|
28
|
|
|
28
|
|
|
—
|
|
|
—
|
|
||||||
|
|||||||||||||||||||||||
|
December 31, 2018
|
||||||||||||||||||||||
|
Gross Amounts Offset in the Condensed Consolidated Balance Sheets
|
|
Gross Amounts Not Offset in Condensed Consolidated Balance Sheets
|
||||||||||||||||||||
|
Gross Amounts Recognized
|
|
Gross Amounts Offset
|
|
Net Amounts Presented
|
|
Financial Instruments
|
|
Cash Collateral Received
|
|
Net Amount
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange contracts assets
|
$
|
623
|
|
|
$
|
—
|
|
|
$
|
623
|
|
|
$
|
549
|
|
|
$
|
—
|
|
|
$
|
74
|
|
Foreign exchange contracts liabilities
|
549
|
|
|
—
|
|
|
549
|
|
|
549
|
|
|
—
|
|
|
—
|
|
|
Three Months Ended
|
||
|
March 30, 2019
|
||
|
|
||
Beginning balances
|
$
|
36,836
|
|
Deferral of revenue
|
7,659
|
|
|
Recognition of deferred revenue
|
(9,917
|
)
|
|
Ending balances
|
$
|
34,578
|
|
|
Three Months Ended
|
||||||
|
March 30, 2019
|
|
March 31, 2018
|
||||
|
|
|
|
||||
Beginning balances
|
$
|
104,001
|
|
|
$
|
109,872
|
|
Increases
(1)
|
31,259
|
|
|
26,073
|
|
||
Returns taken
|
(59,262
|
)
|
|
(53,333
|
)
|
||
Ending balances
|
$
|
75,998
|
|
|
$
|
82,612
|
|
(1)
|
Increases in the revenue returns reserve include provisions for open box returns and stock rotations.
|
|
|
|
|
||||
|
March 30, 2019
|
|
December 31, 2018
|
||||
|
|
|
|
||||
Components
|
$
|
19,010
|
|
|
$
|
8,866
|
|
Finished goods
|
155,468
|
|
|
116,005
|
|
||
Total inventories
|
$
|
174,478
|
|
|
$
|
124,871
|
|
|
|
|
|
||||
|
March 30, 2019
|
|
December 31, 2018
|
||||
|
|
|
|
||||
Point-of-purchase (“POP”) displays, net
|
$
|
4,262
|
|
|
$
|
5,143
|
|
Prepaid marketing
|
2,673
|
|
|
3,258
|
|
||
Derivative asset
|
464
|
|
|
623
|
|
||
Prepaid expenses
|
11,136
|
|
|
18,100
|
|
||
Other
|
7,946
|
|
|
15,201
|
|
||
Total prepaid expenses and other current assets
|
$
|
26,481
|
|
|
$
|
42,325
|
|
|
|
|
|
||||
|
March 30, 2019
|
|
December 31, 2018
|
||||
|
|
|
|
||||
Tooling and manufacturing equipment
|
$
|
80,200
|
|
|
$
|
80,685
|
|
Furniture and office equipment
|
22,454
|
|
|
22,738
|
|
||
Purchased and internally-developed software
|
24,200
|
|
|
21,741
|
|
||
Leasehold improvements
|
64,591
|
|
|
67,715
|
|
||
Total property and equipment
|
191,445
|
|
|
192,879
|
|
||
Less: Accumulated depreciation and amortization
|
(96,170
|
)
|
|
(86,593
|
)
|
||
Property and equipment, net
|
$
|
95,275
|
|
|
$
|
106,286
|
|
|
March 30, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Developed technology
|
$
|
35,988
|
|
|
$
|
(17,852
|
)
|
|
$
|
18,136
|
|
|
$
|
35,988
|
|
|
$
|
(15,983
|
)
|
|
$
|
20,005
|
|
Customer relationships
|
3,790
|
|
|
(586
|
)
|
|
3,204
|
|
|
3,790
|
|
|
(451
|
)
|
|
3,339
|
|
||||||
Trademarks and other
|
1,278
|
|
|
(1,059
|
)
|
|
219
|
|
|
1,278
|
|
|
(1,002
|
)
|
|
276
|
|
||||||
Total intangible assets, net
|
$
|
41,056
|
|
|
$
|
(19,497
|
)
|
|
$
|
21,559
|
|
|
$
|
41,056
|
|
|
$
|
(17,436
|
)
|
|
$
|
23,620
|
|
|
Cost of Revenue
|
|
Operating Expenses
|
|
Total
|
||||||
|
|
|
|
|
|
||||||
Remaining 2019
|
$
|
4,781
|
|
|
$
|
620
|
|
|
$
|
5,401
|
|
2020
|
5,854
|
|
|
643
|
|
|
6,497
|
|
|||
2021
|
5,854
|
|
|
597
|
|
|
6,451
|
|
|||
2022
|
1,180
|
|
|
597
|
|
|
1,777
|
|
|||
2023
|
—
|
|
|
597
|
|
|
597
|
|
|||
Thereafter
|
—
|
|
|
836
|
|
|
836
|
|
|||
Total finite-lived intangible assets, net
|
$
|
17,669
|
|
|
$
|
3,890
|
|
|
$
|
21,559
|
|
|
March 30, 2019
|
|
December 31, 2018
|
||||
|
|
||||||
Accrued sales incentives
|
$
|
101,352
|
|
|
$
|
126,400
|
|
Accrued revenue reserve from returns
|
75,998
|
|
|
104,001
|
|
||
Product warranty
|
48,034
|
|
|
45,605
|
|
||
Finance lease liabilities
|
2,102
|
|
|
—
|
|
||
Sales taxes and VAT payable
|
12,873
|
|
|
20,121
|
|
||
Accrued manufacturing expense and freight
|
30,288
|
|
|
21,357
|
|
||
Accrued co-op advertising and marketing development funds
|
27,605
|
|
|
30,435
|
|
||
Employee-related liabilities
|
19,196
|
|
|
33,916
|
|
||
Accrued sales and marketing
|
15,573
|
|
|
18,171
|
|
||
Accrued research and development
|
12,655
|
|
|
8,783
|
|
||
Inventory received but not billed
|
4,091
|
|
|
6,373
|
|
||
Accrued legal settlements and fees
|
2,912
|
|
|
2,821
|
|
||
Derivative liabilities
|
28
|
|
|
549
|
|
||
Other
|
11,044
|
|
|
18,702
|
|
||
Accrued liabilities
|
$
|
363,751
|
|
|
$
|
437,234
|
|
|
Three Months Ended
|
||||||
|
March 30, 2019
|
|
March 31, 2018
|
||||
|
|
|
|
||||
Beginning balances
|
$
|
45,605
|
|
|
$
|
87,882
|
|
Charged to cost of revenue
|
8,238
|
|
|
(2,481
|
)
|
||
Changes related to pre-existing warranties
|
4,747
|
|
|
(3,402
|
)
|
||
Settlement of claims
|
(10,556
|
)
|
|
(10,024
|
)
|
||
Ending balances
|
$
|
48,034
|
|
|
$
|
71,975
|
|
|
Unrealized Gains (Losses) on Cash Flow Hedges
|
|
Currency Translation Adjustments
|
|
Unrealized Gains (Losses) on Available-for-Sale Investments
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2018
|
$
|
66
|
|
|
$
|
—
|
|
|
$
|
(132
|
)
|
|
$
|
(66
|
)
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
|
—
|
|
|
162
|
|
|
162
|
|
||||
Amounts reclassified from AOCI
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
162
|
|
|
162
|
|
||||
Balance at March 30, 2019
|
$
|
66
|
|
|
$
|
—
|
|
|
$
|
30
|
|
|
$
|
96
|
|
|
Three Months Ended
|
||
|
March 30, 2019
|
||
|
|
||
Finance lease costs:
|
|
||
Amortization of ROU assets
|
$
|
573
|
|
Interest on lease liabilities
|
—
|
|
|
Operating lease costs
(1)
|
7,574
|
|
|
Variable lease costs
|
1,315
|
|
|
Sublease income
|
(1,966
|
)
|
|
Total lease costs
|
$
|
7,496
|
|
|
Three Months Ended
|
||
|
March 30, 2019
|
||
|
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Financing cash flows from finance leases
|
$
|
597
|
|
Operating cash flows from finance leases
|
—
|
|
|
Operating cash flows from operating leases
|
5,512
|
|
|
|
|
||
ROU assets obtained in exchange for lease obligations:
|
|
||
Finance lease liabilities
|
$
|
—
|
|
Operating lease liabilities
|
288
|
|
|
March 30, 2019
|
||
|
|
||
Finance leases:
|
|
||
Other assets
|
$
|
2,127
|
|
|
|
||
Accrued liabilities
|
$
|
2,102
|
|
|
|
||
Operating leases:
|
|
||
Operating lease ROU assets
|
$
|
99,144
|
|
|
|
||
Operating lease liabilities
|
$
|
30,209
|
|
Long-term operating lease liabilities
|
98,219
|
|
|
Total operating lease liabilities
|
$
|
128,428
|
|
|
|
|
|
||||
|
Finance Leases
|
|
Operating Leases
|
||||
Remaining 2019
|
$
|
2,102
|
|
|
$
|
28,140
|
|
2020
|
—
|
|
|
29,017
|
|
||
2021
|
—
|
|
|
27,216
|
|
||
2022
|
—
|
|
|
26,819
|
|
||
2023
|
—
|
|
|
25,159
|
|
||
Thereafter
|
—
|
|
|
8,700
|
|
||
Total minimum lease payments
|
$
|
2,102
|
|
|
$
|
145,051
|
|
Less: amount representing interest
|
—
|
|
|
(16,623
|
)
|
||
Total lease liabilities
|
$
|
2,102
|
|
|
$
|
128,428
|
|
|
Stock Options Outstanding
|
|||||||||
|
Number of
Shares Subject
to
Stock Options
|
|
Weighted–
Average
Exercise
Price
|
|
Aggregate
Intrinsic
Value
(1)
|
|||||
Balance—December 31, 2018
|
16,263
|
|
|
$
|
3.00
|
|
|
|
||
Granted
|
—
|
|
|
—
|
|
|
|
|||
Exercised
|
(479
|
)
|
|
$
|
1.99
|
|
|
|
||
Forfeited or canceled
|
(10
|
)
|
|
$
|
3.03
|
|
|
|
||
Balance—March 30, 2019
|
15,774
|
|
|
$
|
3.03
|
|
|
$
|
50,435
|
|
|
|
|
|
|
|
|||||
Stock options vested and expected to vest—March 30, 2019
|
15,774
|
|
|
$
|
3.03
|
|
|
$
|
50,435
|
|
Stock options exercisable—March 30, 2019
|
15,181
|
|
|
$
|
2.88
|
|
|
$
|
50,010
|
|
|
RSUs
Outstanding
|
|
Weighted-
Average
Grant Date
Fair Value
|
|||
Unvested balance—December 31, 2018
|
18,376
|
|
|
$
|
6.69
|
|
Granted
|
10,021
|
|
|
$
|
5.83
|
|
Vested
|
(2,983
|
)
|
|
$
|
7.38
|
|
Forfeited or canceled
|
(1,412
|
)
|
|
$
|
6.69
|
|
Unvested balance—March 30, 2019
|
24,002
|
|
|
$
|
6.25
|
|
|
Three Months Ended
|
||||||
|
March 30, 2019
|
|
March 31, 2018
|
||||
Cost of revenue
|
$
|
1,430
|
|
|
$
|
1,098
|
|
Research and development
|
11,988
|
|
|
14,671
|
|
||
Sales and marketing
|
3,138
|
|
|
3,447
|
|
||
General and administrative
|
3,988
|
|
|
4,425
|
|
||
Total stock-based compensation expense
|
$
|
20,544
|
|
|
$
|
23,641
|
|
|
Three Months Ended
|
||||||
|
March 30, 2019
|
|
March 31, 2018
|
||||
Numerator:
|
|
|
|
||||
Net loss
|
$
|
(79,465
|
)
|
|
$
|
(80,877
|
)
|
|
|
|
|
||||
Denominator:
|
|
|
|
||||
Weighted-average shares of common stock—basic for Class A and Class B
|
253,124
|
|
|
239,431
|
|
||
Effect of dilutive securities
|
—
|
|
|
—
|
|
||
Weighted-average shares of common stock—diluted for Class A and Class B
|
253,124
|
|
|
239,431
|
|
||
Net loss per share:
|
|
|
|
||||
Basic
|
$
|
(0.31
|
)
|
|
$
|
(0.34
|
)
|
Diluted
|
$
|
(0.31
|
)
|
|
$
|
(0.34
|
)
|
|
Three Months Ended
|
||||
|
March 30, 2019
|
|
March 31, 2018
|
||
|
|
|
|
||
Stock options to purchase common stock
|
15,774
|
|
|
17,469
|
|
RSUs
|
24,002
|
|
|
10,030
|
|
Warrant
|
230
|
|
|
216
|
|
Diluted impact of ESPP
|
1,287
|
|
|
84
|
|
Diluted common stock subject to vesting
|
—
|
|
|
162
|
|
Total
|
41,293
|
|
|
25,186
|
|
|
Three Months Ended
|
|||
|
March 30, 2019
|
|
March 31, 2018
|
|
B
|
*
|
|
11
|
%
|
|
March 30, 2019
|
|
December 31, 2018
|
||
D
|
13
|
%
|
|
*
|
|
F
|
10
|
|
|
*
|
|
B
|
*
|
|
|
21
|
%
|
|
Three Months Ended
|
||||||
|
March 30, 2019
|
|
March 31, 2018
|
||||
United States
|
$
|
135,091
|
|
|
$
|
139,496
|
|
Americas excluding United States
|
15,327
|
|
|
16,100
|
|
||
Europe, Middle East, and Africa
|
87,098
|
|
|
64,538
|
|
||
APAC
|
34,374
|
|
|
27,731
|
|
||
Total
|
$
|
271,890
|
|
|
$
|
247,865
|
|
|
Three Months Ended
|
||||||
|
March 30, 2019
|
|
March 31, 2018
|
||||
Net loss
|
$
|
(79,465
|
)
|
|
$
|
(80,877
|
)
|
Stock-based compensation expense
|
20,544
|
|
|
23,641
|
|
||
Litigation expense
|
—
|
|
|
765
|
|
||
Restructuring
|
2,458
|
|
|
—
|
|
||
Depreciation and intangible assets amortization
|
15,433
|
|
|
12,204
|
|
||
Interest income, net
|
(3,466
|
)
|
|
(1,350
|
)
|
||
Income tax expense (benefit)
|
1,310
|
|
|
(609
|
)
|
||
Adjusted EBITDA
|
$
|
(43,186
|
)
|
|
$
|
(46,226
|
)
|
|
Three Months Ended
|
||||||
|
March 30, 2019
|
|
March 31, 2018
|
||||
Net cash provided by (used in) operating activities
|
$
|
(67,653
|
)
|
|
$
|
10,158
|
|
Purchase of property and equipment
|
(6,096
|
)
|
|
(12,616
|
)
|
||
Non-GAAP free cash flow
|
$
|
(73,749
|
)
|
|
$
|
(2,458
|
)
|
Net cash provided by investing activities
|
$
|
10,598
|
|
|
$
|
31,170
|
|
Net cash used in financing activities
|
$
|
(6,088
|
)
|
|
$
|
(4,934
|
)
|
|
Three Months Ended
|
||||||
|
March 30, 2019
|
|
March 31, 2018
|
||||
Consolidated Statements of Operations Data:
|
|
|
|
||||
Revenue
|
$
|
271,890
|
|
|
$
|
247,865
|
|
Cost of revenue
(1)
|
182,437
|
|
|
133,742
|
|
||
Gross profit
|
89,453
|
|
|
114,123
|
|
||
Operating expenses:
|
|
|
|
||||
Research and development
(1)
|
77,039
|
|
|
89,336
|
|
||
Sales and marketing
(1)
|
68,616
|
|
|
72,052
|
|
||
General and administrative
(1)
|
26,692
|
|
|
36,088
|
|
||
Total operating expenses
|
172,347
|
|
|
197,476
|
|
||
Operating loss
|
(82,894
|
)
|
|
(83,353
|
)
|
||
Interest income, net
|
3,466
|
|
|
1,350
|
|
||
Other income, net
|
1,273
|
|
|
517
|
|
||
Loss before income taxes
|
(78,155
|
)
|
|
(81,486
|
)
|
||
Income tax expense (benefit)
|
1,310
|
|
|
(609
|
)
|
||
Net loss
|
$
|
(79,465
|
)
|
|
$
|
(80,877
|
)
|
(1)
|
Includes stock-based compensation expense as follows (in thousands)
|
|
Three Months Ended
|
||||||
|
March 30, 2019
|
|
March 31, 2018
|
||||
Stock-Based Compensation Expense:
|
|
|
|
||||
Cost of revenue
|
$
|
1,430
|
|
|
$
|
1,098
|
|
Research and development
|
11,988
|
|
|
14,671
|
|
||
Sales and marketing
|
3,138
|
|
|
3,447
|
|
||
General and administrative
|
3,988
|
|
|
4,425
|
|
||
Total stock-based compensation expense
|
$
|
20,544
|
|
|
$
|
23,641
|
|
|
Three Months Ended
|
||||
|
March 30, 2019
|
|
March 31, 2018
|
||
|
(as a percentage of revenue)
|
||||
Consolidated Statements of Operations Data:
|
|
|
|
||
Revenue
|
100
|
%
|
|
100
|
%
|
Cost of revenue
|
67
|
|
|
54
|
|
Gross profit
|
33
|
|
|
46
|
|
Operating expenses:
|
|
|
|
||
Research and development
|
28
|
|
|
36
|
|
Sales and marketing
|
25
|
|
|
29
|
|
General and administrative
|
10
|
|
|
15
|
|
Total operating expenses
|
63
|
|
|
80
|
|
Operating loss
|
(30
|
)
|
|
(34
|
)
|
Interest income, net
|
1
|
|
|
1
|
|
Other income, net
|
—
|
|
|
—
|
|
Loss before income taxes
|
(29
|
)
|
|
(33
|
)
|
Income tax expense (benefit)
|
—
|
|
|
—
|
|
Net loss
|
(29
|
)%
|
|
(33
|
)%
|
|
Three Months Ended
|
|
Change
|
|||||||||||
(dollars in thousands)
|
March 30, 2019
|
|
March 31, 2018
|
|
$
|
|
%
|
|||||||
Revenue
|
$
|
271,890
|
|
|
$
|
247,865
|
|
|
$
|
24,025
|
|
|
10
|
%
|
|
Three Months Ended
|
|
Change
|
|||||||||||
(dollars in thousands)
|
March 30, 2019
|
|
March 31, 2018
|
|
$
|
|
%
|
|||||||
Cost of revenue
|
$
|
182,437
|
|
|
$
|
133,742
|
|
|
$
|
48,695
|
|
|
36
|
%
|
Gross profit
|
89,453
|
|
|
114,123
|
|
|
(24,670
|
)
|
|
(22
|
)%
|
|||
Gross margin
|
33
|
%
|
|
46
|
%
|
|
|
|
|
|
|
Three Months Ended
|
|
Change
|
|||||||||||
(dollars in thousands)
|
March 30, 2019
|
|
March 31, 2018
|
|
$
|
|
%
|
|||||||
Research and development
|
$
|
77,039
|
|
|
$
|
89,336
|
|
|
$
|
(12,297
|
)
|
|
(14
|
)%
|
|
Three Months Ended
|
|
Change
|
|||||||||||
(dollars in thousands)
|
March 30, 2019
|
|
March 31, 2018
|
|
$
|
|
%
|
|||||||
Sales and marketing
|
$
|
68,616
|
|
|
$
|
72,052
|
|
|
$
|
(3,436
|
)
|
|
(5
|
)%
|
|
Three Months Ended
|
|
Change
|
|||||||||||
(dollars in thousands)
|
March 30, 2019
|
|
March 31, 2018
|
|
$
|
|
%
|
|||||||
General and administrative
|
$
|
26,692
|
|
|
$
|
36,088
|
|
|
$
|
(9,396
|
)
|
|
(26
|
)%
|
|
Three Months Ended
|
|
Change
|
|||||||||||
(dollars in thousands)
|
March 30, 2019
|
|
March 31, 2018
|
|
$
|
|
%
|
|||||||
Interest income, net
|
$
|
3,466
|
|
|
$
|
1,350
|
|
|
$
|
2,116
|
|
|
157
|
%
|
Other income, net
|
1,273
|
|
|
517
|
|
|
756
|
|
|
146
|
%
|
|
Three Months Ended
|
|
Change
|
|||||||||||
(dollars in thousands)
|
March 30, 2019
|
|
March 31, 2018
|
|
$
|
|
%
|
|||||||
Income tax expense (benefit)
|
$
|
1,310
|
|
|
$
|
(609
|
)
|
|
$
|
1,919
|
|
|
(315
|
)%
|
Effective tax rate
|
(1.7
|
)%
|
|
0.8
|
%
|
|
|
|
|
|
Three Months Ended
|
||||||
|
March 30, 2019
|
|
March 31, 2018
|
||||
Net cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
(67,653
|
)
|
|
$
|
10,158
|
|
Investing activities
|
10,598
|
|
|
31,170
|
|
||
Financing activities
|
(6,088
|
)
|
|
(4,934
|
)
|
||
Net change in cash and cash equivalents
|
$
|
(63,143
|
)
|
|
$
|
36,394
|
|
•
|
the level of demand for our wearable devices and our ability to maintain or increase the size and engagement of our community of users;
|
•
|
the timing and success of new product and service introductions by us and the transition from legacy products;
|
•
|
the timing and success of new product and service introductions by our competitors or any other change in the competitive landscape of our market;
|
•
|
the mix of products sold in a quarter;
|
•
|
the continued market acceptance of, and the growth of the market for, wearable devices, and evolution of this market into smartwatches and other form factors;
|
•
|
pricing pressure as a result of competition or otherwise;
|
•
|
delays or disruptions in our supply, manufacturing, or distribution chain;
|
•
|
errors in our forecasting of the demand for our products, which could lead to lower revenue or increased costs, or both;
|
•
|
seasonal buying patterns of consumers;
|
•
|
increases in levels of channel inventory resulting from sales to our retailers and distributors in anticipation of future demand;
|
•
|
increases in and timing of sales and marketing and other operating expenses that we may incur to grow and expand our operations and to remain competitive;
|
•
|
impact of sales and marketing efforts and promotions by competitors, which are difficult to predict;
|
•
|
insolvency, credit, or other difficulties faced by our distributors and retailers affecting their ability to purchase or pay for our products;
|
•
|
insolvency, credit, or other difficulties confronting our suppliers, contract manufacturers, or logistics providers leading to disruptions in our supply or distribution chain;
|
•
|
levels of product returns, stock rotation, and price protection rights;
|
•
|
levels of warranty claims or estimated costs of warranty claims;
|
•
|
adverse litigation judgments, settlements, or other litigation-related costs;
|
•
|
changes in the legislative or regulatory environment, such as with respect to privacy, information security, health and wellness devices, consumer product safety, advertising, and taxes;
|
•
|
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, including potential changes in tariffs.
|
•
|
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;
|
•
|
price increases;
|
•
|
insolvency, credit problems, or other financial difficulties confronting our suppliers, contract manufacturers, or logistic providers;
|
•
|
difficulties in establishing additional or alternative contract manufacturing relationships if we experience difficulties with our existing suppliers, contract manufacturers or logistic providers;
|
•
|
shortages of materials or components;
|
•
|
misappropriation of our intellectual property;
|
•
|
suppliers, contract manufacturers, and logistics providers may choose to limit or terminate their relationship with us;
|
•
|
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 tariffs; 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 GDPR, and any 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;
|
•
|
tariffs and customs duties and the classification of our products by applicable governmental bodies; and
|
•
|
other costs of doing business internationally.
|
•
|
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 us, 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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
|
|
|
|
|
|
|
|
|
X
|
|
31.2
|
|
|
|
|
|
|
|
|
|
|
X
|
|
32.1#
|
|
|
|
|
|
|
|
|
|
|
X
|
|
32.2#
|
|
|
|
|
|
|
|
|
|
|
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
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FITBIT, INC.
|
|
|
|
|
|
Date:
|
May 3, 2019
|
|
|
/s/ Ronald W. Kisling
|
|
|
|
|
Ronald W. Kisling
|
|
|
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
||
|
|
|
Date:
|
May 3, 2019
|
/s/ James Park
|
|
|
James Park
President, Chief Executive Officer, and Chairman
(Principal Executive Officer)
|
|
||
|
|
|
Date:
|
May 3, 2019
|
/s/ Ronald W. Kisling
|
|
|
Ronald W. Kisling
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
•
|
the Quarterly Report on Form 10-Q of Fitbit, Inc. for the fiscal quarter ended March 30, 2019 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
•
|
the information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Fitbit, Inc.
|
Date:
|
May 3, 2019
|
By:
|
/s/ James Park
|
|
|
|
James Park
|
|
|
|
President, Chief Executive Officer, and Chairman
(Principal Executive Officer)
|
•
|
the Quarterly Report on Form 10-Q of Fitbit, Inc. for the fiscal quarter ended March 30, 2019 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
•
|
the information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Fitbit, Inc.
|
Date:
|
May 3, 2019
|
By:
|
/s/ Ronald W. Kisling
|
|
|
|
Ronald W. Kisling
|
|
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|