FIT Fitbit, Inc.

Risks

• The failure to complete the merger with Google could adversely affect our business.
• We operate in a highly competitive market. If we do not compete effectively, our prospects, operating results, and financial condition could be adversely affected.
• If we are unable to anticipate and satisfy consumer preferences in a timely manner, our business may be adversely affected.
• If we are unable to successfully develop, timely introduce, and effectively manage the introduction of new products and services or enhance existing products and services, our business may be adversely affected.
• Our operating results could be materially harmed if we are unable to accurately forecast consumer demand for our products and services and adequately manage our inventory.
• Our quarterly operating results or other operating metrics may fluctuate significantly, which could cause the trading price of our Class A common stock to decline.
• We may not be able to achieve revenue growth or profitability in the future.
• If we fail to manage our operating expenses effectively, our financial performance may be negatively impacted.
• Because some of the key components in our products come from a limited or single source of supply, we are susceptible to supply shortages, long lead times for components, and supply changes, any of which could disrupt our supply chain.
• Our future success depends on the continuing efforts of our key employees, including our founders, James Park and Eric N. Friedman, and on our ability to attract and retain highly skilled personnel and senior management.
• We spend significant amounts on advertising and other marketing campaigns to acquire new users, which may not be successful or cost effective.
• Our current and future products and services may experience quality problems from time to time that can result in adverse publicity, product recalls, litigation, regulatory proceedings, and warranty claims resulting in significant direct or indirect costs, decreased revenue and operating margin, and harm to our brand.
• We rely on a limited number of suppliers, contract manufacturers, and logistics providers, and each of our products is manufactured by a single contract manufacturer.
• We have limited control over our suppliers, contract manufacturers, and logistics providers, which subjects us to significant risks, including the potential inability to obtain or produce quality products on a timely basis or in sufficient quantity.
• To date, we have derived substantially all of our revenue from sales of our wearable devices, and revenue from our Fitbit Health Solutions channel has historically accounted for less than 10% of our revenue.
• To date, we have derived substantially all of our revenue from sales of our wearable devices, and sales of our subscription-based premium services to consumers have historically accounted for less than 1% of our revenue.
• If efforts to mitigate tariffs on our products imported into the United States from China are unsuccessful, or if related counter-measures are taken by China, it could have a material adverse impact on our business.
• We are, and may in the future be, subject to claims and lawsuits alleging that our products fail to provide accurate measurements and data to our users.
• Our gross margins have declined, and may continue to decline, and we have experienced operating losses as a result of decreased revenues and increased product costs and operating expenses.
• Our success depends on our ability to maintain our brand. If events occur that damage our brand, our business and financial results may be harmed.
• Any insolvency, credit problems, or other financial difficulties impacting our retailers and distributors could expose us to financial risk.
• We depend on retailers and distributors to sell and market our products, and our failure to maintain and further develop our sales channels could harm our business.
• Consolidation of retailers or concentration of retail market share among a few retailers may increase and concentrate our credit risk and impair our ability to sell products.
• Our business is affected by seasonality and if our sales fall below our forecasts, our overall financial conditions and operating results could be adversely affected.
• We collect, store, process, and use personal information and other customer data, which subjects us to governmental regulation and other legal obligations related to privacy, information security, and data protection, and any security breaches or our actual or perceived failure to comply with such legal obligations could harm our business.
• Our failure to comply with U.S. and foreign laws related to privacy, data security, and data protection, such as the European Union’s General Data Protection Regulation, or GDPR, and the California Consumer Privacy Act, or CCPA, could adversely affect our financial condition, operating results, and brand.
• Cybersecurity risks could adversely affect our business and disrupt our operations.
• Any material disruption of our information technology systems, or those of third-party partners and data center providers, could materially damage user and business partner relationships and subject us to significant reputational, financial, legal, and operational consequences.
• Our failure or inability to protect our intellectual property rights, or claims by others that we are infringing upon or unlawfully using their intellectual property, could diminish the value of our brand and weaken our competitive position, and adversely affect our business, financial condition, operating results, and prospects.
• We are regularly subject to general litigation, regulatory disputes, and government inquiries.
• We may experience difficulties managing our cloud infrastructure migration.
• The market for wearable devices is still evolving and if it does not continue to grow, grows more slowly than we expect, or fails to grow as large as we expect, our business and operating results would be harmed.
• Our active user metric is only an indicator of potential repeat behavior. Therefore, you should not rely on the active user metric as a guarantee of repeat purchasing behavior.
• Our business and products are subject to a variety of additional U.S. and foreign laws and regulations that are central to our business; our failure to comply with these laws and regulations could harm our business or our operating results.
• Our international operations subject us to additional costs and risks, and our continued expansion internationally may not be successful.
• Our Aria scales are subject to FDA and corresponding regulations, and sales of this product or future regulated products could be adversely affected if we fail to comply with the applicable requirements.
• An economic downturn or economic uncertainty may adversely affect consumer discretionary spending and demand for our products and services.
• Our financial performance is subject to risks associated with changes in the value of the U.S. dollar versus local currencies.
• Changes in our tax rates or exposure to additional tax liabilities could adversely affect our earnings and financial condition.
• Uncertainties in the interpretation and application of the 2017 Tax Act could materially affect our tax obligations and effective tax rate.
• If we are unable to protect our domain names, our brand, business, and operating results could be adversely affected.
• Our use of “open source” software could negatively affect our ability to sell our products and subject us to possible litigation.
• We may engage in merger and acquisition activities, which could require significant management attention, disrupt our business, dilute stockholder value, and adversely affect our operating results.
• There have been reports that some users of certain of our devices have experienced skin irritations, which could result in additional negative publicity or otherwise harm our business. In addition, some of our users have filed personal injury lawsuits against us relating to certain of our devices, which could divert management’s attention from our operations and result in substantial legal fees and other costs.
• We may be subject to CPSC recalls, regulatory proceedings and litigation in various jurisdictions, including multi-jurisdiction federal and state class action and personal injury claims, which may require significant management attention and disrupt our business operations, and adversely affect our financial condition, operating results, and our brand.
• If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.
• Our business is subject to the risk of political events, war, terrorism, other business interruptions, earthquakes, fire, power outages, floods, and other catastrophic events.
• If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our operating results could be adversely affected.
• We are exposed to fluctuations in the market values of our investments.
• Regulations related to conflict minerals may cause us to incur additional expenses and could limit the supply and increase the costs of certain metals used in the manufacturing of our products.
• The market price of our Class A common stock has been and will likely continue to be volatile, and you could lose all or part of your investment.
• Sales of substantial amounts of our Class A common stock in the public markets, or the perception that they might occur, could cause the market price of our Class A common stock to decline.
• The dual class structure of our common stock has the effect of concentrating voting control with our founders and certain other holders of our Class B common stock, including our directors, executive officers, and significant stockholders. This will limit or preclude your ability to influence corporate matters, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring stockholder approval.
• If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business, the price of our Class A common stock and trading volume could decline.
• We do not intend to pay dividends for the foreseeable future.
• Provisions in our charter documents and under Delaware law could make an acquisition of our Company more difficult, limit attempts by our stockholders to replace or remove our current management, limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees, and limit the market price of our common stock.