UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



(Mark one)	☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June 29, 2019~~April 4, 2020



			☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from ________________ to ________________

Commission file number: 001-37444

FITBIT, INC.

(Exact name of registrant as specified in its charter)

Delaware

20-8920744

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer Identification No.)

199 Fremont Street,

14th Floor

San Francisco,

California

94105

(Address of principal executive offices)

(Zip Code)

(~~415~~) (415) 513-1000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading symbol	Name of each exchange on which registered
Class A Common Stock, $0.0001 par value	FIT	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.



Yes	☑	No	☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).



Yes	☑	No	☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).



Yes	☐	No	☑

As of ~~July 24, 2019,~~April 29, 2020, there were ~~227,078,163~~237,659,049 shares of the registrant’s Class A common stock outstanding and ~~31,267,322~~29,316,945 shares of the registrant’s Class B common stock outstanding.

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TABLE OF CONTENTS


				Page Number
PART I.			FINANCIAL INFORMATION

Item 1.			Condensed Consolidated Financial Statements (unaudited)

			Condensed Consolidated Balance Sheets—April 4, 2020 and December 31, 2019	6

			Condensed Consolidated Statements of Operations—for the three months ended April 4, 2020 and March 30, 2019	7

			Condensed Consolidated Statements of Comprehensive Income (Loss)—for the three months ended April 4, 2020 and March 30, 2019	8

				~~Page~~ ~~Number~~
~~PART I.~~	~~FINANCIAL INFORMATION~~

~~Item 1.~~	~~Condensed Consolidated Financial Statements (unaudited)~~

	~~Condensed Consolidated Balance Sheets—June 29, 2019 and December 31, 2018~~	5

	~~Condensed Consolidated Statements of Operations—for the three and six months ended June 29, 2019 and June 30, 2018~~	6

	~~Condensed Consolidated Statements of Comprehensive~~ ~~Loss—for the three and six months ended June 29, 2019 and June 30, 2018~~	7

	Condensed Consolidated Statements of Stockholders’ Equity—for the three ~~and six~~ months ended ~~June 29,~~April 4, 2020 and March 30, 2019 ~~and June 30, 2018~~	89

			Condensed Consolidated Statements of Cash ~~Flows~~—Flows—for the ~~six~~three months ended ~~June 29,~~April 4, 2020 and March 30, 2019 ~~and June 30, 2018~~	10

			Notes to Condensed Consolidated Financial Statements	11

Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations	29

Item 3.			Quantitative and Qualitative Disclosures About Market Risk	39

Item 4.			Controls and Procedures	40

PART II.			OTHER INFORMATION

Item 1.			Legal Proceedings	4241

Item 1A.			Risk Factors	4241

Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds	7067

Item 6.			Exhibits	7168

SIGNATURES

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NOTE ABOUT FORWARD-LOOKING STATEMENTS

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

•the expected timing and anticipated closing of our pending acquisition by Google LLC;

•the impact of the recent COVID-19 pandemic on our business and our response to it;

•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, and 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 other countries, including China;

•the impact of changes in tax laws on our operating results;

•the impact of tax relief or other government benefits enacted in response to the COVID-19 pandemic;

•the impact of our adoption of accounting pronouncements;

•our ability to ~~deliver an adequate supply of product to meet demand;~~forecast demand and manage inventory;

•our ability to maintain and promote our brand and expand brand awareness;

•our ability to detect, prevent, or fix defects;

•our ~~reliance on~~ability to obtain products and services from third-party suppliers, contract manufacturers, and logistics ~~providers~~providers;

•our ability to adequately assess and mitigate credit and other risks in our ~~limited control over such parties;~~sales channels;

•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~~through the ~~next 12 months;~~anticipated closing of the Merger transaction with Google; and


•	•general market, political, economic and business conditions, including as may be impacted by the COVID-19 pandemic, and our ability to anticipate and respond to these conditions. .

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

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

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

~~Table of Contents~~

expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.

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PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

FITBIT, INC.

Condensed Consolidated Balance Sheets

(Inin thousands)

(unaudited)


	April 4, 2020		December 31, 2019


Assets
Current assets:
Cash and cash equivalents	$	251,997	$	334,479
Marketable securities	175,699		184,023
Accounts receivable, net	182,284		435,269
Inventories	105,745		136,752
Income tax receivable	139,827		573
Prepaid expenses and other current assets	56,694		28,656
Total current assets	912,246		1,119,752
Property and equipment, net	76,218		82,756
Operating lease right-of-use assets	70,137		70,225
Goodwill	64,812		64,812
Intangible assets, net	12,717		16,746
Deferred tax assets	4,066		4,111
Other assets	9,458		9,684
Total assets	$	1,149,654	$	1,368,086
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	90,801	$	194,626
Accrued liabilities	376,530		513,530
Operating lease liabilities	21,832		23,511
Deferred revenue	32,466		32,307
Income taxes payable	1,700		636
Total current liabilities	523,329		764,610
Long-term deferred revenue	6,176		8,535
Long-term operating lease liabilities	66,234		67,902
Other liabilities	32,860		39,776
Total liabilities	628,599		880,823
Commitments and contingencies (Note 6)
Stockholders’ equity:
Class A and Class B common stock	26		26
Additional paid-in capital	1,140,280		1,126,827
Accumulated other comprehensive income	233		188
Accumulated deficit	(619,484)		(639,778)
Total stockholders’ equity	521,055		487,263
Total liabilities and stockholders’ equity	$	1,149,654	$	1,368,086

June 29, 2019 December 31, 2018

Assets
Current assets:
Cash and cash equivalents $ 335,229
$ 473,956
Marketable securities 229,708
249,493
Accounts receivable, net 258,599
414,209
Inventories 161,931
124,871
Income tax receivable 7,365
6,957
Prepaid expenses and other current assets 24,124
42,325
Total current assets 1,016,956
1,311,811
Property and equipment, net 91,718
106,286
Operating lease right-of-use assets 75,528
—
Goodwill 60,979
60,979
Intangible assets, net 19,499
23,620
Deferred tax assets 4,222
4,489
Other assets 9,278
8,362
Total assets $ 1,278,180
$ 1,515,547
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable $ 157,204
$ 251,657
Accrued liabilities 332,857
437,234
Operating lease liabilities 23,907
—
Deferred revenue 28,076
29,400
Income taxes payable 578
1,092
Total current liabilities 542,622
719,383
Long-term deferred revenue 5,285
7,436
Long-term operating lease liabilities 75,309
—
Other liabilities 29,420
52,790
Total liabilities 652,636
779,609
Commitments and contingencies (Note 6)

Stockholders’ equity:
Class A and Class B common stock 25
25
Additional paid-in capital 1,092,306
1,055,046
Accumulated other comprehensive income (loss) 263
(66 )
Accumulated deficit (467,050 ) (319,067 )
Total stockholders’ equity 625,544
735,938
Total liabilities and stockholders’ equity $ 1,278,180
$ 1,515,547

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

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FITBIT, INC.

Condensed Consolidated Statements of Operations

(Inin thousands, except per share amounts)

(unaudited)


	Three Months Ended
	April 4, 2020		March 30, 2019
Revenue	$	188,158	$	271,890
Cost of revenue	133,236		182,437
Gross profit	54,922		89,453
Operating expenses:
Research and development	81,589		77,039
Sales and marketing	56,961		68,616
General and administrative	42,041		26,692

Total operating expenses	180,591		172,347
Operating loss	(125,669)		(82,894)
Interest income, net	1,293		3,466
Other income (expense), net	(4)		1,273
Loss before income taxes	(124,380)		(78,155)
Income tax expense (benefit)	(144,674)		1,310
Net income (loss)	$	20,294	$	(79,465)
Net income (loss) per share:
Basic	$	0.08	$	(0.31)
Diluted	$	0.07	$	(0.31)
Shares used to compute net income (loss) per share:
Basic	265,661		253,124
Diluted	276,946		253,124

Three Months Ended Six Months Ended
    June 29, 2019 June 30, 2018 June 29, 2019 June 30, 2018
Revenue $ 313,556
$ 299,344
$ 585,446
$ 547,209
Cost of revenue 205,342
180,329
387,779
314,071
Gross profit 108,214
119,015
197,667
233,138
Operating expenses:
   Research and development 70,919
87,047
147,958
176,383
   Sales and marketing 83,060
100,845
151,676
172,897
   General and administrative 24,865
30,211
51,557
66,299
Total operating expenses 178,844
218,103
351,191
415,579
Operating loss (70,630 ) (99,088 ) (153,524 ) (182,441 )
Interest income, net 2,622
2,177
6,088
3,527
Other income, net 461
2,258
1,734
2,775
Loss before income taxes (67,547 ) (94,653 ) (145,702 ) (176,139 )
Income tax expense 971
23,615
2,281
23,006
Net loss $ (68,518 ) $ (118,268 ) $ (147,983 ) $ (199,145 )
Net loss per share:
Basic $ (0.27 ) $ (0.49 ) $ (0.58 ) $ (0.83 )
Diluted $ (0.27 ) $ (0.49 ) $ (0.58 ) $ (0.83 )
Shares used to compute net loss per share:
Basic 256,160
242,898
254,659
241,227
Diluted 256,160
242,898
254,659
241,227

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

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FITBIT, INC.

Condensed Consolidated Statements of Comprehensive ~~Loss~~Income (Loss)

(Inin thousands)

(unaudited)


	Three Months Ended
	April 4, 2020		March 30, 2019
Net income (loss)	$	20,294	$	(79,465)
Other comprehensive income (loss):





Available-for-sale investments:
Change in unrealized gain on investments	45		162

Net change, net of tax	45		162

Comprehensive income (loss)	$	20,339	$	(79,303)

Three Months Ended Six Months Ended
June 29, 2019 June 30, 2018 June 29, 2019 June 30, 2018
Net loss $ (68,518 ) $ (118,268 ) $ (147,983 ) $ (199,145 )
Other comprehensive loss:
Cash flow hedges:
Change in unrealized gain on cash flow hedges, net of tax (expense) of $0, ($666) and $0 and ($666), respectively —
5,248
—
5,912
Less: reclassification for realized net gains included in net loss, net of tax expense of $0, $130, $0 and $130, respectively —
(1,028 ) —
(1,028 )
Net change, net of tax —
4,220
—
4,884

Available-for-sale investments:
Change in unrealized gain (loss) on investments 167
118
329
(208 )
Less reclassification for realized net gain included in net loss —
12
—
12
Net change, net of tax 167
130
329
(196 )

Comprehensive loss $ (68,351 ) $ (113,918 ) $ (147,654 ) $ (194,457 )

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

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FITBIT, INC.

Condensed Consolidated Statements of Stockholders’ Equity

(Inin thousands, except share amounts)

(unaudited)


	Three Months Ended April 4, 2020
	Class A and Class B Common Stock					Additional Paid-In Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount

Balance at December 31, 2019	264,883,426	$	26	$	1,126,827	$	188	$	(639,778)	$	487,263
Issuance of common stock	1,923,573	—		458		—		—		458
Stock-based compensation expense	—	—		18,863		—		—		18,863
Taxes related to net share settlement of restricted stock units	—	—		(5,868)		—		—		(5,868)
Net income	—	—		—		—		20,294		20,294
Other comprehensive income	—	—		—		45		—		45
Balance at April 4, 2020	266,806,999	$	26	$	1,140,280	$	233	$	(619,484)	$	521,055


																Three Months Ended March 30, 2019
	Three Months Ended June 29, 2019															Class A and Class B Common Stock					Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ Equity
	Class A and Class B Common Stock			Additional Paid-In Capital			Accumulated Other Comprehensive Income		Accumulated Deficit			Total Stockholders’ Equity				Shares	Amount
	Shares	Amount

Balance at March 30, 2019	254,744,029	$	25	$	1,070,224		$	96	$	(398,532	)	$	671,813
Balance at December 31, 2018															Balance at December 31, 2018	252,362,841	$	25	$	1,055,046	$	(66)	$	(319,067)	$	735,938
Issuance of common stock	3,395,423	—		5,881			—		—			5,881			Issuance of common stock	2,381,188	—		931		—		—		931
Stock-based compensation expense	—	—		20,424			—		—			20,424			Stock-based compensation expense	—	—		20,669		—		—		20,669
Taxes related to net share settlement of restricted stock units	—	—		(4,223		)	—		—			(4,223		)	Taxes related to net share settlement of restricted stock units	—	—		(6,422)		—		—		(6,422)
Net loss	—	—		—			—		(68,518		)	(68,518		)	Net loss	—	—		—		—		(79,465)		(79,465)
Other comprehensive income	—	—		—			167		—			167			Other comprehensive income	—	—		—		162		—		162
Balance at June 29, 2019	258,139,452	$	25	$	1,092,306		$	263	$	(467,050	)	$	625,544
Balance at March 30, 2019															Balance at March 30, 2019	254,744,029	$	25	$	1,070,224	$	96	$	(398,532)	$	671,813

Three Months Ended June 30, 2018
Class A and Class B Common Stock
Additional
Paid-In
Capital

Accumulated
Other
Comprehensive
Income

Accumulated
Deficit

Total
Stockholders’
Equity
Shares Amount

Balance at March 31, 2018 240,989,613
$ 24
$ 976,022
$ 329
$ (214,116 ) $ 762,259
Issuance of common stock 4,052,113
1
9,750
—
—
9,751
Stock-based compensation expense —
—
25,681
—
—
25,681
Taxes related to net share settlement of restricted stock units —
—
(4,814 ) —
—
(4,814 )
Net loss —
—
—
—
(118,268 ) (118,268 )
Other comprehensive income —
—
—
4,350
—
4,350
Balance at June 30, 2018 245,041,726
$ 25
$ 1,006,639
$ 4,679
$ (332,384 ) $ 678,959

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

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FITBIT, INC.

Condensed Consolidated Statements of ~~Stockholders’ Equity (Continued)~~Cash Flows

(~~In thousands, except share amounts)~~in thousands)

(unaudited)


	Three Months Ended
	April 4, 2020		March 30, 2019

Cash Flows from Operating Activities
Net income (loss)	$	20,294	$	(79,465)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Provision for doubtful accounts	6,486		32
Provision for excess and obsolete inventory	9,845		1,478
Depreciation	10,589		13,373
Non-cash lease expense	1,524		7,713
Accelerated depreciation of property and equipment	13		—
Amortization of intangible assets	4,029		2,060
Stock-based compensation	19,727		20,544
Deferred income taxes	46		(20)

Other	5		(50)
Changes in operating assets and liabilities, net of acquisition:
Accounts receivable	246,499		163,592
Inventories	20,301		(50,958)
Prepaid expenses and other assets	(28,073)		12,554
Income taxes receivable	(139,254)		40
Fitbit Force recall reserve	(41)		46
Accounts payable	(104,378)		(81,656)
Accrued liabilities and other liabilities	(143,692)		(69,962)
Lease liabilities	(4,756)		(4,972)
Deferred revenue	(2,200)		(2,259)
Income taxes payable	1,064		257
Net cash used in operating activities	(81,972)		(67,653)
Cash Flows from Investing Activities
Purchase of property and equipment	(3,556)		(6,096)
Purchases of marketable securities	(59,735)		(111,615)

Maturities of marketable securities	68,191		128,309

Net cash provided by investing activities	4,900		10,598
Cash Flows from Financing Activities

Payment of financing lease liability	—		(597)
Proceeds from issuance of common stock	458		931
Taxes paid related to net share settlement of restricted stock units	(5,868)		(6,422)
Net cash used in financing activities	(5,410)		(6,088)
Net decrease in cash and cash equivalents	(82,482)		(63,143)
Cash and cash equivalents at beginning of period	334,479		473,956
Cash and cash equivalents at end of period	$	251,997	$	410,813

Six Months Ended June 29, 2019
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 5,776,611
—
6,812
—
—
6,812
Stock-based compensation expense —
—
41,093
—
—
41,093
Taxes related to net share settlement of restricted stock units —
—
(10,645 ) —
—
(10,645 )
Net loss —
—
—
—
(147,983 ) (147,983 )
Other comprehensive income —
—
—
329
—
329
Balance at June 29, 2019 258,139,452
$ 25
$ 1,092,306
$ 263
$ (467,050 ) $ 625,544

Six Months Ended June 30, 2018
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 6,285,204
1
10,737
—
—
10,738
Stock-based compensation expense —
—
49,829
—
—
49,829
Taxes related to net share settlement of restricted stock units —
—
(9,987 ) —
—
(9,987 )
Cumulative effect adjustment related to opening retained earnings for adoption of ASU 2014-09 —
—
—
—
(1,127 ) (1,127 )
Net loss —
—
—
—
(199,145 ) (199,145 )
Other comprehensive income —
—
—
4,688
—
4,688
Balance at June 30, 2018 245,041,726
$ 25
$ 1,006,639
$ 4,679
$ (332,384 ) $ 678,959

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

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~~FITBIT, INC.~~

~~Condensed Consolidated Statements of Cash Flows~~

~~(In thousands)~~

~~(unaudited)~~

Six Months Ended
June 29, 2019 June 30, 2018

Cash Flows from Operating Activities
Net loss $ (147,983 ) $ (199,145 )
Adjustments to reconcile net loss to net cash used in operating activities:
Provision for doubtful accounts 48
—
Provision for inventory obsolescence 4,122
8,014
Depreciation 30,106
23,572
Non-cash lease expense 11,615
—
Write-off of property and equipment 170
7,485
Amortization of intangible assets 4,121
3,805
Stock-based compensation 41,091
49,498
Deferred income taxes 134
(1,299 )
Other 162
(419 )
Changes in operating assets and liabilities, net of acquisition:
Accounts receivable 155,561
164,195
Inventories (41,183 ) (24,217 )
Prepaid expenses and other assets 14,007
37,624
Fitbit Force recall reserve 136
(291 )
Accounts payable (100,517 ) (64,184 )
Accrued liabilities and other liabilities (98,100 ) (74,033 )
Lease liabilities (13,577 ) —
Deferred revenue (3,475 ) (9,623 )
Income taxes payable (514 ) 21,801
Net cash used in operating activities (144,076 ) (57,217 )
Cash Flows from Investing Activities
Purchase of property and equipment (10,827 ) (28,524 )
Purchases of marketable securities (220,495 ) (224,812 )
Sales of marketable securities 2,016
73,770
Maturities of marketable securities 239,429
236,575
Acquisition, net of cash acquired —
(13,646 )
Net cash provided by investing activities 10,123
43,363
Cash Flows from Financing Activities
Repayment of debt —
(747 )
Payment of financing lease liability (937 ) —
Proceeds from issuance of common stock 6,812
10,738
Taxes paid related to net share settlement of restricted stock units (10,649 ) (9,987 )
Net cash provided by (used in) financing activities (4,774 ) 4
Net decrease in cash and cash equivalents (138,727 ) (13,850 )
Cash and cash equivalents at beginning of period 473,956
341,966
Cash and cash equivalents at end of period $ 335,229
$ 328,116

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

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FITBIT, INC.

Notes to Condensed Consolidated Financial Statements

1. Basis of Presentation and Summary of Significant Accounting Policies

The accompanying condensed consolidated financial statements of Fitbit, Inc. (the “Company”) are unaudited. The condensed consolidated balance sheet at December 31, ~~2018~~2019 has been derived from the audited financial statements of the Company. The accompanying condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information, and in management’s opinion, includes all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the Company’s financial position, its results of operations, and cash flows for the interim periods presented. The results of operations for the ~~six~~three months ended ~~June 29, 2019~~April 4, 2020 are not necessarily indicative of the results to be expected for the full fiscal year or any other period.

The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended

December 31, ~~2018,~~2019, filed with the Securities and Exchange Commission (“SEC”) on ~~March 1, 2019.~~February 27, 2020.

The Company’s fiscal year ends on December 31 of each year. The Company is on a 4-4-5 week quarterly calendar. There were 9195 and 89 days in each of the three months ended ~~June 29,~~April 4, 2020 and March 30, 2019, ~~and June 30, 2018,~~ respectively.

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

Use of Estimates

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

Google Acquisition

On November 1, 2019, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Google LLC, a Delaware limited liability company (“Google”), and Magnoliophyta Inc., a Delaware corporation and wholly owned subsidiary of Google (the “Merger Sub”). Pursuant to the terms of, and subject to the conditions specified in, the Merger Agreement, the Merger Sub will merge with and into the Company, and the Company will become a wholly owned subsidiary of Google (the “Merger”). If the Merger is completed, Google will acquire all the shares of the Company’s Class A common stock and Class B common stock (together, the “Shares”) for $7.35 per share in cash, without interest (the “Merger Consideration”). All Shares underlying vested stock options and vested stock-based awards will be converted into the right to receive the Merger Consideration (or, in the case of stock options, the difference between the Merger Consideration and the applicable per share exercise price), less any applicable tax withholdings. Unvested stock options and stock-based awards will generally be converted into cash-based awards with an equivalent value based on the Merger Consideration and vesting schedule. The Merger is expected to close in 2020, subject to customary closing conditions, including approval by the expiration or termination of any waiting periods or receipt of any requisite consents under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, approval under the antitrust laws of the European Union and other jurisdictions agreed by the parties, and satisfaction of other closing conditions. The Merger was approved by the Company’s stockholders on January 3, 2020.

Risks and Uncertainties for COVID-19

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FITBIT, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

reserves for product returns, rebates and promotions, and price protection on certain products, primarily based on increased channel inventory levels as a result of declining demand due to COVID-19. Additionally, operating results were impacted by allowances for credit losses as a result of COVID-19 and its potential impact.

The current circumstances are dynamic and unprecedented, and the impacts of the COVID-19 pandemic on our business operations, including the duration and severity of the effect on overall consumer demand, are highly uncertain and cannot be predicted. However, these impacts have had, and we expect will continue to have, a significant adverse effect on our operations, revenue, liquidity, financial conditions, and financial results. For further information regarding the impact of COVID-19 on the Company, see Part I, Item 2, Management’s Discussion and Analysis, and Part II, Item 1A, Risk Factors in this Quarterly Report on Form 10-Q.

Significant Accounting Policies

There have been no significant changes in the Company’s accounting policies from those disclosed in its Annual Report on Form 10-K ~~except for the policies in relation to the adoption of Accounting Standards Update (“ASU”) 2016-02,~~ ~~Leases (Topic 842),~~ ~~discussed below in the section titled “Accounting Pronouncements Recently Adopted~~.”

~~Leases~~

The Company determines if an arrangement is a lease at inception. Operating lease right-of-use assets (“ROU assets”) and short-term and long-term lease liabilities are included on the face of the condensed consolidated balance sheet. Finance lease ROU assets are presented within other assets, and finance lease liabilities are presented within accrued liabilities.

ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component. For lease agreements with terms less than 12 months, the Company has elected the short-term lease measurement and recognition exemption, and it recognizes such lease payments on a straight-line basis over the lease term.

~~Customer Bankruptcy~~

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~~FITBIT, INC.~~

~~Notes to Condensed Consolidated Financial Statements (Continued)~~

~~In September 2017, Wynit Distribution LLC (“Wynit”)~~ filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code. Wynit was previously the Company’s largest customer. The Company ceased to recognize revenue from Wynit, which totaled $8.1 million during the third quarter of 2017. Additionally, the Company recorded a charge of $35.8 million during the third quarter ended September 30, 2017 comprised of cost of revenue of $5.5 million associated with shipments to Wynit in the third quarter of 2017 and bad debt expense of $30.3 million associated with all of Wynit’s outstanding accounts receivables. The Company maintains credit insurance that covers a portion of the exposure related to its customer receivables. The Company recorded an insurance receivable based on an analysis of its insurance policies, including their exclusions, an assessment of the nature of the claim, and information from its insurance carrier. As of September 30, 2017, the Company had recorded an insurance receivable of $26.8 million, included in prepaid expenses and other current assets, associated with the amount it had concluded was probable related to the claim. The $26.8 million insurance receivable allowed the Company to recover $22.7 million of bad debt expense and $4.1 million of cost of revenue, resulting in a net charge of $9.0 million in the consolidated statement of operations comprised of net bad debt expense of $7.6 million and net cost of revenue of $1.4 million. The Company received $21.4 million of the insurance receivable during the fourth quarter of 2017 and the remaining $5.4 million in January 2018.SEC on February 27, 2020.

During the six months ended June 30, 2018, the Company released $12.4 million in product return and rebate reserves related to Wynit, as it believed the possibility of future claims associated with these reserves was remote. This reserve release resulted in a $12.4 million increase in revenue during the six months ended June 30, 2018.

Recent Accounting Pronouncements

Accounting Pronouncements Not Yet Adopted

In ~~June 2016,~~December 2019, the Financial Accounting Standards Board (the “FASB”) issued ASU 2019-12, Simplifying the Accounting for Income Taxes. This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact this guidance may have on its consolidated financial statements and related disclosures.

Accounting Pronouncements Recently Adopted

In June 2016, the FASB issued ASU 2016-13, Financial ~~Instruments-Credit~~Instruments–Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 provides for a new impairment model which requires measurement and recognition of expected credit losses for most financial assets and certain other instruments, including but not limited to accounts receivable and ~~available for sale~~available-for-sale debt securities. In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments–Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments. This ASU clarifies and corrects guidance related to Topic 326, Topic 815, and Topic 825. In May 2019, the FASB issued ASU 2019-05, Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief. This ASU provides an option to irrevocably elect to measure certain individual financial assets at fair value instead of amortized cost. ~~ASU 2016-13 and ASU 2019-05 will become effective for the Company on January 1, 2020 and early adoption is permitted.~~ The Company ~~is currently evaluating~~adopted Topic 326 utilizing the ~~impact of this guidance~~modified retrospective method. Prior periods were not retrospectively adjusted. The cumulative effect upon adoption on ~~its consolidated financial statements.~~the opening accumulated deficit balance was zero.

In January 2017, the FASB issued ASU 2017-04, ~~Intangibles-Goodwill~~Intangibles–Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 simplifies the subsequent measurement of goodwill by eliminating the second step of the goodwill impairment test. The second step measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Under ASU 2017-04, a company will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. ASU 2017-04 ~~will be applied prospectively and is~~became effective for ~~annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed~~the Company on ~~testing dates after~~ January 1, ~~2017.~~2020. The ~~Company is currently evaluating the impact~~adoption of this ~~guidance~~standard did not have a material impact on ~~its~~the Company’s consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure ~~Framework-Changes~~Framework–Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 modifies the disclosure requirements on fair value measurements and ~~will become~~became effective for the Company on January 1, ~~2020 and early~~2020. The adoption ~~is permitted. The Company is currently evaluating the impact~~ of this ~~guidance~~standard did not have a material impact on ~~its~~the Company’s consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, ~~Intangibles-Goodwill~~Intangibles–Goodwill and ~~Other-Internal-Use~~Other–Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. ASU 2018-15 clarifies the accounting for implementation costs in cloud computing arrangements and ~~will become effective for the Company on January 1, 2020 and early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.~~

In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments. This ASU clarifies and corrects guidance related to Topic 326, Topic 815, and Topic 825. The applicable provisions of this ASU will become effective for the Company on January 1, 2020. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

~~Accounting Pronouncements Recently Adopted~~

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~~FITBIT, INC.~~

~~Notes to Condensed Consolidated Financial Statements (Continued)~~

In February 2016, the FASB issued ASU 2016-02, Leases and subsequent amendments to the initial guidance; ASU 2017-13, ASU 2018-10 and ASU 2018-11 (collectively, “Topic 842”). Topic 842 requires lessees to recognize ROU assets and lease liabilities for operating leases, initially measured at the present value of the lease payments, on the balance sheet. The Company adopted the standard effective January 1, 2019 using a modified retrospective approach. Prior periods were not retrospectively adjusted. The cumulative effect upon adoption on the opening accumulated deficit balance was zero. The Company elected the available practical expedients, which allowed for carryforward of historical assessments of whether contracts contain or are leases, historical lease classification, and remaining lease terms.

The standard had a material impact on the Company’s condensed consolidated balance sheets but did not have an impact on its condensed consolidated statements of operations. The most significant impact was the recognition of ROU assets and short-term and long-term lease liabilities for operating leases. The balances of operating lease ROU assets, operating lease liabilities, and long-term operating lease liabilities as of June 29, 2019 were $75.5 million, $23.9 million, and $75.3 million, respectively. The impact to other financial statement line items was immaterial. Adoption of the standard had no impact to net cash from or used in operating, investing, or financing activities in the Company’s consolidated statement of cash flows. Refer to Note 5 for further information on leases.

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. ASU 2017-12 amends the hedge accounting rules to simplify the application of hedge accounting standard and better portray the economic results of risk management activities in the financial statements. The standard expands the ability to hedge non-financial and financial risk components, reduces complexity in fair value hedges of interest rate risk, eliminates the requirement to separately measure and report hedge ineffectiveness, as well as eases certain hedge effectiveness assessment requirements. ASU 2017-12 became effective for the Company on January 1, ~~2019 with early adoption permitted. The Company early adopted this new standard in the first quarter of 2018.~~2020. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

~~In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements~~

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FITBIT, INC.

Notes to Nonemployee Share-Based Payment Accounting. ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 became effective for the Company on January 1, 2019. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.Condensed Consolidated Financial Statements (Continued)

2. Fair Value Measurements

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

The following tables set forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands):


	April 4, 2020
	Level 1		Level 2		Level 3		Total

Assets:
Money market funds	$	89,166	$	—	$	—	$	89,166
U.S. government agencies	—		63,854		—		63,854
Corporate debt securities	—		164,917		—		164,917
Derivative assets	—		36		—		36
Total	$	89,166	$	228,807	$	—	$	317,973
Liabilities:
Contingent consideration	$	—	$	—	$	1,889	$	1,889
Derivative liabilities	—		10		—		10

Total	$	—	$	10	$	1,889	$	1,899

June 29, 2019
Level 1 Level 2 Level 3 Total

Assets:
Money market funds $ 123,291
$ —
$ —
$ 123,291
U.S. government agencies —
94,766
—
94,766
Corporate debt securities —
250,837
—
250,837
Derivative assets —
19
—
19
Total $ 123,291
$ 345,622
$ —
$ 468,913
Liabilities:
Derivative liabilities $ —
$ 928
$ —
$ 928
Total $ —
$ 928
$ —
$ 928

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~~FITBIT, INC.~~

~~Notes to Condensed Consolidated Financial Statements (Continued)~~

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


	December 31, 2019
	Level 1		Level 2		Level 3		Total

Assets:
Money market funds	$	107,708	$	—	$	—	$	107,708
U.S. government agencies	—		77,364		—		77,364
Corporate debt securities	—		207,137		—		207,137

Total	$	107,708	$	284,501	$	—	$	392,209
Liabilities:
Contingent consideration	$	—	$	—	$	1,889	$	1,889
Derivative liabilities	—		748		—		748
Total	$	—	$	748	$	1,889	$	2,637

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

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

There were no0 Level 3 assets as of ~~June 29, 2019~~April 4, 2020 and December 31, ~~2018. There were no~~2019. The Company's Level 3 liabilities measured and recorded on a recurring basis as of ~~June 29, 2019~~April 4, 2020 and ~~there were Level 3 liabilities as of~~ December 31, ~~2018.~~2019 consist of contingent consideration related to an acquisition. Subsequent changes in the fair value of this obligation will be recorded within the Company’s consolidated statements of operations. The Company estimated the fair value of the acquisition-related contingent consideration using a probability-weighted discounted cash flow model. As the fair value measure is based on significant inputs that are not observable in the market, they are categorized as Level 3. There were no0 transfers between fair value measurement levels during the three ~~and six~~ months ended ~~June 29, 2019~~April 4, 2020 and ~~June~~March 30, ~~2018.~~2019.

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FITBIT, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

3. Financial Instruments

Cash, Cash Equivalents and Marketable Securities

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

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

The following table sets forth cash, cash equivalents, and marketable securities as of ~~June 29, 2019~~April 4, 2020 (in thousands):


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Cash and Cash Equivalents		Marketable Securities

Cash	$	109,759	$	—	$	—	$	109,759	$	109,759	$	—
Money market funds	89,166		—		—		89,166		89,166		—
U.S. government agencies	63,643		211		—		63,854		24,643		39,211
Corporate debt securities	164,960		33		(76)		164,917		28,429		136,488
Total	$	427,528	$	244	$	(76)	$	427,696	$	251,997	$	175,699

Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash and Cash Equivalents Marketable Securities

Cash $ 96,043
$ —
$ —
$ 96,043
$ 96,043
$ —
Money market funds 123,291
—
—
123,291
123,291
—
U.S. government agencies 94,682
85
(1 ) 94,766
25,882
68,884
Corporate debt securities 250,723
129
(15 ) 250,837
90,013
160,824
Total $ 564,739
$ 214
$ (16 ) $ 564,937
$ 335,229
$ 229,708

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~~FITBIT, INC.~~

~~Notes to Condensed Consolidated Financial Statements (Continued)~~

The following table sets forth cash, cash equivalents and marketable securities as of December 31, ~~2018~~2019 (in thousands):


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Cash and Cash Equivalents		Marketable Securities

Cash	$	126,293	$	—	$	—	$	126,293	$	126,293	$	—
Money market funds	107,708		—		—		107,708		107,708		—
U.S. government agencies	77,316		48		—		77,364		30,375		46,989
Corporate debt securities	207,063		85		(11)		207,137		70,103		137,034
Total	$	518,380	$	133	$	(11)	$	518,502	$	334,479	$	184,023

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

The gross unrealized gains or losses on marketable securities as of ~~June 29, 2019~~April 4, 2020 and December 31, ~~2018~~2019 were not material. There were no0 available-for-sale investments as of ~~June 29, 2019~~April 4, 2020 and December 31, ~~2018~~2019 that have been in a continuous unrealized loss position for greater than 12 months on a material basis.

The following table classifies marketable securities by contractual maturities (in thousands):


	April 4, 2020		December 31, 2019

Due in one year	$	172,056	$	173,827
Due in one to two years	3,643		10,196
Total	$	175,699	$	184,023

June 29, 2019 December 31, 2018

Due in one year $ 209,478
$ 249,493
Due in one to two years 20,230
—
Total $ 229,708
$ 249,493

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FITBIT, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

Derivative Financial Instruments

The Company operates in foreign countries, which exposes it to market risk associated with foreign currency exchange rate fluctuations between the U.S. dollar and various foreign currencies. In order to manage this risk, the Company may hedge a portion of its foreign currency exposures related to outstanding monetary assets and liabilities as well as forecasted revenues and expenses, using foreign currency exchange forward or option contracts. In general, the market risk related to these contracts is offset by corresponding gains and losses on the hedged transactions. The Company does not enter into derivative contracts for trading or speculative purposes.

Cash Flow Hedges

The Company at times enters into foreign currency derivative contracts designated as cash flow hedges to hedge certain forecasted revenue and expense transactions denominated in currencies other than the U.S. dollar. The Company’s cash flow hedges consist of forward contracts with maturities of 12 months or less.

The Company periodically assesses the effectiveness of its cash flow hedges. Effectiveness represents a derivative instrument’s ability to generate offsetting changes in cash flows related to the hedged risk. The Company records the gains or losses, net of tax, related to its cash flow hedges as a component of accumulated other comprehensive income (loss) in stockholders’ equity and subsequently reclassifies the gains or losses into revenue when the underlying hedged transactions are recognized. If the hedged transaction becomes probable of not occurring, the corresponding amounts in accumulated other comprehensive income (loss) would immediately be reclassified to other income (expense), net. Cash flows related to the Company’s cash flow hedging program are recognized as cash flows from operating activities in its statements of cash flows.

The Company had no outstanding contracts that were designated as cash flow hedges for forecasted revenue as of ~~June 29, 2019~~April 4, 2020 and December 31, ~~2018,~~2019, respectively.

Balance Sheet Hedges

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

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~~FITBIT, INC.~~

~~Notes to Condensed Consolidated Financial Statements (Continued)~~

The Company had outstanding balance sheet hedges with a total notional amount of ~~$69.0 million~~$26 thousand and ~~$101.4~~$83.4 million as of ~~June 29, 2019~~April 4, 2020 and December 31, ~~2018,~~2019, respectively.

Fair Value of Foreign Currency Derivatives

The foreign currency derivative contracts that were not settled at the end of the period are recorded at fair value, on a gross basis, in the condensed consolidated balance sheets. The following table presents the fair value of the Company’s foreign currency derivative contracts as of the periods presented (in thousands):


		April 4, 2020						December 31, 2019
	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	$	36	$	—	$	—	$	—
Hedges not designated	Accrued liabilities	—		10		—		748
Total fair value of derivative instruments		$	36	$	10	$	—	$	748

June 29, 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 $ 19
$ —
$ 623
$ —
Hedges not designated Accrued liabilities —
928
—
549
Total fair value of derivative instruments $ 19
$ 928
$ 623
$ 549

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FITBIT, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

Financial Statement Effect of Foreign Currency Derivative Contracts

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

Three Months Ended

Income Statement Location

April 4, 2020

March 30, 2019

Foreign exchange balance sheet hedges:

Gain (loss) recognized in income

Other income, net

3,077

(359)

Three Months Ended Six Months Ended
Income Statement Location June 29, 2019 June 30, 2018 June 29, 2019 June 30, 2018

Foreign exchange cash flow hedges:
Gain (loss) recognized in OCI – effective portion $ —
$ 5,914
$ —
$ 6,578
Gain (loss) reclassified from OCI into income – effective portion Revenue —
1,157
—
1,157

Foreign exchange balance sheet hedges:
Gain (loss) recognized in income Other income, net $ (115 ) $ 4,793
$ (474 ) $ 2,299

As of ~~June 29, 2019,~~April 4, 2020, there were no net derivative gains related to the Company’s cash flow hedges to be reclassified from ~~OCI~~other comprehensive income (“OCI”) into revenue within the next 12 months.

~~Effect of Derivative Contracts on Condensed Consolidated Statements of Operations~~

The following table provides the location in the condensed consolidated statements of operations and amount of the recognized gains or losses to the Company’s derivative instruments designated as hedging instruments (in thousands):

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~~FITBIT, INC.~~

~~Notes to Condensed Consolidated Financial Statements (Continued)~~

Three Months Ended Six Months Ended
June 29, 2019 June 30, 2018 June 29, 2019 June 30, 2018

Total amounts presented in the condensed consolidated statement of operations in which the effects of cash flow hedges are recorded in revenue $ 313,556
$ 299,344
$ 585,446
$ 547,209
Total amounts presented in the condensed consolidated statement of operations in which the effects of cash flow hedges are recorded in operating expenses 178,844
218,103
351,191
415,579
Gains (losses) on foreign exchange contracts designated as cash flow hedges reclassified from OCI into revenue —
1,157
—
1,157

Offsetting of Foreign Currency Derivative Contracts

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

The following tables set forth the available offsetting of net derivative assets under the master netting arrangements as of ~~June 29, 2019~~April 4, 2020 and December 31, ~~2018~~2019 (in thousands):

June 29, 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 $ 19
$ —
$ 19
$ 19
$ —
$ —
Foreign exchange contracts liabilities 928
—
928
19
—
909

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
—
—


	April 4, 2020
	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	$	36	$	—	$	36	$	10	$	—	$	26
Foreign exchange contracts liabilities	10		—		10		10		—		—

	December 31, 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	$	—	$	—	$	—	$	—	$	—	$	—
Foreign exchange contracts liabilities	748		—		748		—		—		748

4. Balance Sheet Components

Deferred Revenue

Deferred revenue relates to performance obligations for which payments have been received by the customer prior to revenue recognition. Deferred revenue primarily consists of deferred software, or amounts allocated to mobile dashboard and on-line apps and unspecified upgrade rights. Deferred revenue also includes deferred subscription-based services. The deferred software and deferred subscription-based service performance obligations are anticipated to be recognized over the useful life or service periods of twelve to seventeen months.

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Notes to Condensed Consolidated Financial Statements (Continued)

Changes in the total short-term and long-term deferred revenue balances were as follows (in thousands):


	Three Months Ended
	April 4, 2020

Beginning balances	$	40,842
Deferral of revenue	12,098
Recognition of deferred revenue	(14,298)
Ending balances	$	38,642

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~~Notes to Condensed Consolidated Financial Statements (Continued)~~

Three Months Ended Six Months Ended
June 29, 2019 June 29, 2019

Beginning balances $ 34,578
$ 36,836
Deferral of revenue 9,151
16,810
Recognition of deferred revenue (10,368 ) (20,285 )
Ending balances $ 33,361
$ 33,361

Revenue Returns Reserve

Revenue returns reserve activities were as follows (in thousands):


	Three Months Ended
	April 4, 2020		March 30, 2019

Beginning balances	$	101,326	$	104,001
Increases ⁽¹⁾	33,104		31,259
Returns taken	(57,189)		(59,262)
Ending balances	$	77,241	$	75,998

Three Months Ended Six Months Ended
June 29, 2019 June 30, 2018 June 29, 2019 June 30, 2018

Beginning balances $ 75,998
$ 82,612
$ 104,001
$ 109,872
Increases ⁽¹⁾
45,866
36,929
77,125
63,001
Returns taken (46,820 ) (44,545 ) (106,082 ) (97,877 )
Ending balances $ 75,044
$ 74,996
$ 75,044
$ 74,996


⁽¹⁾⁽¹⁾Increases in the revenue returns reserve include provisions for open box returns and stock rotations.	~~Increases in the revenue returns reserve include provisions for open box returns and stock rotations.~~

Inventories

Inventories consisted of the following (in thousands):


	April 4, 2020		December 31, 2019

Components	$	1,461	$	5,397
Finished goods	104,284		131,355
Total inventories	$	105,745	$	136,752

June 29, 2019 December 31, 2018

Components $ 11,515
$ 8,866
Finished goods 150,416
116,005
Total inventories $ 161,931
$ 124,871

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):


	April 4, 2020		December 31, 2019

Tariff receivable	$	28,854	$	—
Prepaid expenses	10,616		11,219
Prepaid marketing	2,796		3,347
Derivative asset	36		—

Other	14,392		14,090
Total prepaid expenses and other current assets	$	56,694	$	28,656

June 29, 2019 December 31, 2018

Prepaid expenses $ 9,427
$ 18,100
Point-of-purchase (“POP”) displays, net 3,201
5,143
Prepaid marketing 2,207
3,258
Derivative asset 19
623
Other 9,270
15,201
Total prepaid expenses and other current assets $ 24,124
$ 42,325

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Notes to Condensed Consolidated Financial Statements (Continued)

Property and Equipment, Net

Property and equipment, net, consisted of the following (in thousands):

June 29, 2019 December 31, 2018

Tooling and manufacturing equipment $ 92,440
$ 80,685
Furniture and office equipment 20,049
22,738
Purchased and internally-developed software 24,538
21,741
Leasehold improvements 59,428
67,715
Total property and equipment 196,455
192,879
Less: Accumulated depreciation and amortization (104,737 ) (86,593 )
Property and equipment, net $ 91,718
$ 106,286



	April 4, 2020		December 31, 2019

Tooling and manufacturing equipment	$	105,753	$	103,177
Furniture and office equipment	20,249		19,922
Purchased and internally-developed software	28,401		27,424
Leasehold improvements	60,087		59,926
Total property and equipment	214,490		210,449
Less: Accumulated depreciation and amortization	(138,272)		(127,693)
Property and equipment, net	$	76,218	$	82,756

Total depreciation ~~and amortization~~ expense related to property and equipment, net was ~~$16.7~~$10.6 million and ~~$13.1~~$13.4 million for the three months ended ~~June 29,~~April 4, 2020 and March 30, 2019, ~~and June 30, 2018, respectively, and $30.1 million and $23.6 million for the six months ended June 29, 2019 and June 30, 2018,~~ respectively.

Goodwill and Intangible Assets, Net

The carrying amount of goodwill was ~~$61.0~~$64.8 million as of ~~June 29, 2019~~April 4, 2020 and December 31, ~~2018.~~2019.

The carrying amounts of the intangible assets as of ~~June 29, 2019~~April 4, 2020 and December 31, ~~2018~~2019 were as follows (in ~~thousands, except useful life)~~thousands):


	April 4, 2020										December 31, 2019
	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net

Developed technology	$	37,813	$	(26,450)	$	11,363	$	37,813	$	(23,910)	$	13,903
Customer relationships	3,918		(2,564)		1,354		3,790		(991)		2,799
Trademarks and other	1,150		(1,150)		—		1,278		(1,234)		44
Total intangible assets, net	$	42,881	$	(30,164)	$	12,717	$	42,881	$	(26,135)	$	16,746

June 29, 2019 December 31, 2018
Gross Accumulated Amortization Net Gross Accumulated Amortization Net

Developed technology $ 35,988
$ (19,718 ) $ 16,270
$ 35,988
$ (15,983 ) $ 20,005
Customer relationships 3,790
(721 ) 3,069
3,790
(451 ) 3,339
Trademarks and other 1,278
(1,118 ) 160
1,278
(1,002 ) 276
Total intangible assets, net $ 41,056
$ (21,557 ) $ 19,499
$ 41,056
$ (17,436 ) $ 23,620

Total amortization expense related to intangible assets was ~~$2.0~~$4.0 million and $2.1 million for the three months ended ~~June 29,~~April 4, 2020 and March 30, 2019, ~~and June 30, 2018, respectively, and $4.1 million and $3.8 million for the six months ended June 29, 2019 and June 30, 2018,~~ respectively.

The estimated future amortization expense of acquired finite-lived intangible assets to be charged to cost of revenue and operating expenses after ~~June 29, 2019~~April 4, 2020 is as follows (in thousands):


	Cost of Revenue		Operating Expenses		Total

Remaining 2020	$	4,199	$	1,620	$	5,819
2021	5,037		56		5,093
2022	1,488		56		1,544
2023	—		56		56
2024	—		56		56
Thereafter	—		149		149
Total finite-lived intangible assets, net	$	10,724	$	1,993	$	12,717

Cost of Revenue Operating Expenses Total

Remaining 2019 $ 2,928
$ 414
$ 3,342
2020 5,854
643
6,497
2021 5,854
597
6,451
2022 1,180
597
1,777
2023 —
597
597
Thereafter —
835
835
Total finite-lived intangible assets, net $ 15,816
$ 3,683
$ 19,499

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FITBIT, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

Accrued Liabilities

Accrued liabilities consisted of the following (in thousands):


	April 4, 2020		December 31, 2019

Accrued sales incentives	$	117,428	$	156,839
Sales returns reserve	77,241		101,326
Product warranty	48,851		52,403
Employee-related liabilities	23,282		37,355
Accrued manufacturing expense and freight	18,972		35,112
Accrued research and development	18,470		19,232
Accrued co-op advertising and marketing development funds	17,880		40,689
Accrued legal settlements and fees	14,041		8,854
Accrued sales and marketing	11,640		26,781
Sales taxes and VAT payable	10,218		19,603
Inventory received but not billed	5,493		1,669
Finance lease liabilities	1,384		1,384
Derivative liabilities	10		748
Other	11,620		11,535
Accrued liabilities	$	376,530	$	513,530

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~~Notes to Condensed Consolidated Financial Statements (Continued)~~

June 29, 2019 December 31, 2018

Accrued sales incentives $ 85,762
$ 126,400
Accrued revenue reserve from returns 75,044
104,001
Product warranty 45,260
45,605
Accrued co-op advertising and marketing development funds 26,434
30,435
Accrued manufacturing expense and freight 27,651
21,357
Accrued sales and marketing 16,106
18,171
Employee-related liabilities 14,582
33,916
Sales taxes and VAT payable 13,376
20,121
Accrued research and development 12,474
8,783
Accrued legal settlements and fees 3,608
2,821
Inventory received but not billed 545
6,373
Finance lease liabilities 1,762
—
Derivative liabilities 928
549
Other 9,325
18,702
Accrued liabilities $ 332,857
$ 437,234

Product warranty reserve activities were as follows (in thousands):


	Three Months Ended
	April 4, 2020		March 30, 2019

Beginning balances	$	52,403	$	45,605
Charged to cost of revenue	6,974		8,238
Changes related to pre-existing warranties	1,027		4,747
Settlement of claims	(11,553)		(10,556)
Ending balances	$	48,851	$	48,034

Three Months Ended Six Months Ended
June 29, 2019 June 30, 2018 June 29, 2019 June 30, 2018

Beginning balances $ 48,034
$ 71,975
$ 45,605
$ 87,882
Charged to cost of revenue 8,990
(8,486 ) 17,228
(10,967 )
Changes related to pre-existing warranties (2,074 ) (4,469 ) 2,673
(7,872 )
Settlement of claims (9,690 ) (8,552 ) (20,246 ) (18,575 )
Ending balances $ 45,260
$ 50,468
$ 45,260
$ 50,468

~~Accumulated Other Comprehensive Income (Loss)~~

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

Unrealized Gains (Losses) on Cash Flow Hedges Currency Translation Adjustments Unrealized Gains (Losses) on Available-for-Sale Investments Total

Balance at December 31, 2018 $ 66
$ —
$ (132 ) $ (66 )
Other comprehensive income before reclassifications —
—
329
329
Other comprehensive income —
—
329
329
Balance at June 29, 2019 $ 66
$ —
$ 197
$ 263

5. Leases

The Company leases its principal facilities located in San Francisco, California. The Company also leases office space in various locations. Both the Company’s principal facilities and leases in various locations ~~with~~have expiration dates between ~~2019~~2020 and 2024. The lease agreements often include leasehold improvement incentives, escalating lease payments, renewal provisions and other provisions which require the Company to pay taxes, insurance, maintenance costs or defined rent increases. The Company’s leases are primarily accounted for as operating leases. Operating lease ROU assets and short-term and long-term operating lease liabilities are included on the face of the condensed consolidated balance sheet. Finance lease ROU assets are presented within other assets, and finance lease liabilities are presented within accrued liabilities. ~~In June 2019, the lessors~~The Company has no leases that have not yet commenced as of ~~certain of the Company’s San Francisco offices exercised their right to recapture a portion~~April 4, 2020.

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Notes to Condensed Consolidated Financial Statements (Continued)

of the office space, which resulted in a reduction of ROU assets of $18.0 million and a reduction of lease liabilities of $22.5 million for a net benefit to operating lease costs of $4.3 million. In addition, the Company accelerated depreciation of leasehold improvements related to the recaptured office space of $5.2 million. The Company has no leases that have not yet commenced as of June 29, 2019.

Total lease cost consists of the following (in thousands):


	Three Months Ended
	April 4, 2020		March 30, 2019

Finance lease costs:
Amortization of ROU assets	$	169	$	573
Interest on lease liabilities	—		—
Operating lease costs⁽¹⁾	6,643		7,574
Variable lease costs	891		1,315
Sublease income	(598)		(1,966)
Total lease costs	$	7,105	$	7,496

Three Months Ended Six Months Ended
June 29, 2019 June 29, 2019

Finance lease costs:
Amortization of ROU assets $ 1,078
$ 1,651
Interest on lease liabilities —
—
Operating lease costs⁽¹⁾
3,410
10,984
Variable lease costs 1,330
2,645
Sublease income (1,665 ) (3,631 )
Total lease costs $ 4,153
$ 11,649

⁽¹⁾ includes short-term leases, which are immaterial.

Supplemental cash flow information related to leases was as follows (in thousands):


	Three Months Ended
	April 4, 2020		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	6,539		5,512

ROU assets obtained in exchange for lease obligations:
Finance lease liabilities	$	1,384	$	—
Operating lease liabilities	4,497		288

Three Months Ended Six Months Ended
June 29, 2019 June 29, 2019

Cash paid for amounts included in the measurement of lease liabilities:
Financing cash flows from finance leases $ 340
$ 937
Operating cash flows from finance leases —
—
Operating cash flows from operating leases 8,526
14,038

ROU assets obtained in exchange for lease obligations:
Finance lease liabilities $ —
—
Operating lease liabilities —
$ 288

Supplemental balance sheet information related to leases was as follows (in thousands):


	April 4, 2020		December 31, 2019

Finance leases:
Other assets	$	1,215	$	1,384

Accrued liabilities	$	1,384	$	1,384

Operating leases:
Operating lease ROU assets	$	70,137	$	70,225

Operating lease liabilities	$	21,832	$	23,511
Long-term operating lease liabilities	66,234		67,902
Total operating lease liabilities	$	88,066	$	91,413

June 29, 2019

Finance leases:
Other assets $ 1,048

Accrued liabilities $ 1,762

Operating leases:
Operating lease ROU assets $ 75,528

Operating lease liabilities $ 23,907
Long-term operating lease liabilities 75,309
Total operating lease liabilities $ 99,216

~~Weighted-average lease terms and discount rates are as follows:~~

2120

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Notes to Condensed Consolidated Financial Statements (Continued)

Weighted-average lease terms and discount rates are as follows:


	April 4, 2020		December 31, 2019

Weighted-average remaining lease terms (in years):
Finance leases	0.3		0.5
Operating leases	4.0		4.2

Weighted-average discount rates:
Finance leases	—	%	—	%
Operating leases	5.5	%	5.5	%



	~~June 29, 2019~~

~~Weighted-average remaining lease terms (in years):~~
~~Finance leases~~	~~0.5~~
~~Operating leases~~	~~4.7~~

~~Weighted-average discount rates:~~
~~Finance leases~~	—%
~~Operating leases~~	~~5.5%~~

Maturities of lease liabilities as of ~~June 29, 2019~~April 4, 2020 were as follow (in thousands):



	Finance Leases		Operating Leases
Remaining 2020	$	1,384	$	25,262
2021	—		24,894
2022	—		24,390
2023	—		21,769
2024	—		9,525
Thereafter	—		—
Total minimum lease payments	$	1,384	$	105,840
Less: amount representing interest	—		(17,774)
Total lease liabilities	$	1,384	$	88,066

Finance Leases Operating Leases
Remaining 2019 $ 1,762
$ 15,544
2020 —
23,876
2021 —
22,470
2022 —
21,941
2023 —
20,149
Thereafter —
7,022
Total minimum lease payments $ 1,762
$ 111,002
Less: amount representing interest —
(11,786 )
Total lease liabilities $ 1,762
$ 99,216

6. Commitments and Contingencies

Purchase Commitments

The aggregate amount of open purchase orders as of ~~June 29, 2019~~April 4, 2020 was approximately ~~$584.6 million, of which $185.0~~$443.4 million. Of the aggregate amount, $171.3 million related to the Company’s migration to a third-party hosting provider, ~~and $8.3~~of which $15.2 million was accrued for as of ~~June 29, 2019.~~April 4, 2020. The Company cannot determine the aggregate amount of such purchase orders that represent contractual obligations because purchase orders may represent authorizations to purchase rather than binding agreements. The Company’s purchase orders are based on its current needs and are fulfilled by its suppliers, contract manufacturers, and logistics providers within short periods of time.

During the normal course of business, the Company and its contract manufacturers procure components based upon a forecasted production plan. If the Company cancels all or part of the orders, or materially reduces forecasted orders, it may be liable to its suppliers and contract manufacturers for the cost of the excess components purchased by its contract manufacturers. As of ~~June 29, 2019, $19.1~~April 4, 2020, $12.9 million was accrued for such liabilities to contract manufacturers.

Letters of Credit

As of ~~June 29, 2019~~April 4, 2020 and December 31, ~~2018,~~2019, the Company had outstanding letters of credit of ~~$36.6~~$24.8 million and $24.6 million, respectively, issued to cover the security deposit on the lease of its office headquarters in San Francisco, California, and other facility leases.

Legal Proceedings

Jawbone. Aliphcom, Inc. d/b/a Jawbone (“Jawbone”) and the Company each initiated civil lawsuits against each other in 2015. These included a complaint filed by Jawbone in California state court alleging the misappropriation of certain trade secrets by ~~six~~6 former Jawbone employees who had joined Fitbit and who were also named as defendants. On December 8,

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Notes to Condensed Consolidated Financial Statements (Continued)

2017, the parties announced the global settlement of all of the outstanding civil litigation on confidential terms, and all of the cases were dismissed with prejudice.

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~~Notes to Condensed Consolidated Financial Statements (Continued)~~

~~On August 12, 2016,~~In February 2017 and February 2018, the Company ~~was notified by Jawbone that Jawbone had~~ received ~~a confidential subpoena~~subpoenas from the U.S. Attorney’s Office for the Northern District of California requesting documents regarding certain of the Company’s confidential business information that appeared to be related to Jawbone’s allegations of trade secret ~~misappropriation. On February 17, 2017~~misappropriation, and ~~February 1, 2018,~~ the Company ~~received subpoenas for~~produced documents ~~from the same office. The Company is cooperating with the U.S. Attorney’s Office.~~in response. On June 14, 2018, the ~~six~~6 former Jawbone employees who were named as individual defendants in the state trade secret case were charged in a federal indictment with being in possession of certain Jawbone trade secrets. Charges were dismissed against one individual in December 2019. On February 3, 2020, a jury returned a not-guilty verdict on all counts in favor of the first individual to be tried. On February 14, 2020, the government dropped all charges against the remaining individuals.

Sleep Tracking. On May 8, 2015, a purported class action lawsuit was filed against the Company in the U.S. District Court for the Northern District of California, alleging that the sleep tracking function available in certain trackers does not perform as advertised. Plaintiffs sought class certification, restitution, unspecified compensatory and punitive damages, and reasonable costs and expenses including attorneys’ fees. On January 31, 2017, plaintiffs filed a motion for class certification. Plaintiffs’ motion for class certification was granted on November 20, 2017. On April 20, 2017, the Company filed a motion for summary judgment, which the court denied on December 8, 2017.

The parties subsequently agreed to a settlement, and on August 1, 2018, the plaintiffs filed a motion for preliminary approval of the class action settlement. At the hearing on September 13, 2018, the court denied preliminary settlement approval without prejudice and ordered revised settlement papers be filed. On November 29, 2018, the court granted preliminary settlement approval and the final approval hearing iswas scheduled for August 1, 2019.

~~Heart Rate Tracking.~~ On January 6, 2016 and February 16, 2016, two purported class action lawsuits were filed against the Company in the U.S. District Court for the Northern District of California alleging that the PurePulse® heart rate tracking technology does not consistently and accurately record users’ heart rates. Plaintiffs allege common law claims, as well as violations of various states’ false advertising, unfair competition, and consumer protection statutes, and seek class certification, injunctive and declaratory relief, restitution, unspecified compensatory damages, exemplary damages, punitive damages, statutory penalties and damages, and reasonable costs and expenses including attorneys’ fees. On April 15, 2016,May 10, 2019, the plaintiffs filed a ~~consolidated master class action complaint,~~request for attorneys’ fees and expenses. The Company opposed that request. At the hearing on August 1, 2019, the court asked the parties to submit a re-notice plan in order to achieve a higher claims rate. On the fee request, the court offered the plaintiffs alternative conditions, and on ~~May 19, 2016, they~~August 18, 2019, the plaintiffs filed their fee election, opting for a 90% reduction of challenged fees and expenses. The re-notice plan was approved on October 16, 2019, and the re-notice resulted in approximately 80,000 more claims, for a total of approximately 141,000 claims. The court granted final approval of the settlement on February 6, 2020, in an ~~amended consolidated master class action complaint.~~amount that is not material to the Company. On ~~January 9, 2017,~~March 20, 2020, the Court ruled on plaintiffs’ request for attorneys’ fees and costs and awarded $6.9 million in attorneys’ fees and $0.2 million in costs. On April 20, 2020, the Company filed a ~~motion to compel arbitration. On October 11, 2017, the court granted the motion to compel arbitration. Plaintiffs filed a motion for reconsideration, and that motion was denied on January 24, 2018.~~notice of appeal.

On February 20, 2018, a second amended consolidated master class action complaint was filed on behalf of plaintiff Rob Dunn, the only plaintiff not ordered to arbitration, as a purported class action. The complaint alleges the same common law claims as the prior class actions, as well as violations of false advertising, unfair competition, and consumer protection statutes of California and Arizona. The complaint seeks class certification, injunctive and declaratory relief, restitution, unspecified compensatory damages, exemplary damages, punitive damages, statutory penalties and damages, and reasonable costs and expenses including attorneys’ fees. On March 13, 2018, the Company filed a motion to dismiss for failure to state a claim and separately moved to strike the class allegations. The court dismissed the claims for revocation of acceptance, violation of California’s Song-Beverly Consumer Warranty Act, and unjust enrichment, but allowed the remaining claims pending amendment to the complaint with further details. Plaintiff filed a third amended complaint on June 19, 2018. The court granted the Company’s motion to strike and ordered the plaintiff to amend to make clear that he is seeking to represent a class of opt-outs only, but added that plaintiff may amend in the event the Company’s arbitration agreement is found to be unenforceable.

~~On April 3, 2018, the Company received an arbitration demand from Kate McLellan, one of the original plaintiffs who was compelled to arbitration.~~

~~On July 19, 2019, the parties entered into a settlement of the lawsuit and the arbitration on confidential terms, which are not material to the Company.~~

Securities Litigation I. In 2016, a putative class ~~action was~~actions were filed in federal and California state court against the Company ~~certain of its officers~~ and ~~directors, and the underwriters of the Company’s initial public offering~~other defendants alleging violations of the federal securities laws based on alleged materially false and misleading statements about the Company’s PurePulse® heart rate tracking technology. ~~A second putative class action was filed in California state court involving the same statements.~~ The parties agreed to settle the ~~federal and state class actions~~lawsuits for $33.3 million, which the Company accrued for as of December 31, 2017. Following court approval of the settlement, the federal and state class action cases were dismissed with prejudice in May 2018.

During 2016 and 2017, ~~a total of seven~~7 derivative lawsuits were filed in various federal courts and in the Delaware Court of Chancery naming the Company as nominal plaintiff and certain of the Company’s officers and directors as defendants. The federal cases are all stayed. The three cases filed in the Delaware Court of Chancery were consolidated and a second amended complaint was filed in which plaintiffs allege breach of fiduciary duty and insider trading against certain defendants who sold shares in the Company’s initial public offering and/or a secondary offering. On April 26, 2017, the Company filed a motion to dismiss the

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~~FITBIT, INC.~~

~~Notes to Condensed Consolidated Financial Statements (Continued)~~

Delaware cases for failure to state a claim. On December 14, 2018, the court denied the motion to dismiss. The Company filed a motion for interlocutory appeal, which was denied on January 14, 2019. The Company then filed a Notice of Appeal in the Delaware Supreme Court, which was denied on January 30, 2019.

~~The Company believes that~~ On February 10, 2020, the ~~allegations in~~parties agreed to a tentative settlement of all of the derivative lawsuits, ~~are without merit and intends~~which is subject to ~~vigorously defend against~~approval by the claims. Because the Company is in the early stages of these litigation matters, the Company is unable to estimate a reasonably possible loss or range of loss, if any, that may result from these matters.court.

Securities Litigation II. On November 1, 2018, a putative securities class action was filed in the U.S. District Court for the Northern District of California naming the Company and certain of its officers as defendants. The complaint alleges violations of Sections 10(b) and 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) arising out of alleged materially false and misleading statements about the Company’s guidance for the fourth quarter of 2016 and full fiscal year 2016 that was provided during the third and fourth quarters of 2016. On November 15, 2018, a second putative securities class action was filed in the same court alleging similar claims against the same defendants. On April 25, 2019, the two actions were consolidated, and a consolidated amended class action complaint was filed on June 24, 2019. The consolidated complaint also alleges violations of Sections 10(b) and 20 of the Exchange Act against the Company and certain officers relating to the Company’s 2016 guidance, on behalf of a putative class of stockholders who purchased Fitbit stock from August 2, 2016 through January 30, 2017. Plaintiffs seek class certification, unspecified compensatory damages, and reasonable costs and

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FITBIT, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

expenses including attorneys’ fees. On August 23, 2019, the Company filed a motion to dismiss. On March 23, 2020, the court granted the motion to dismiss with leave to amend. On April 28, 2020, the Court entered judgment after plaintiffs indicated that they did not intend to file an amended complaint.

Koninklijke Philips and Philips North America Patent Litigation. On December 4, 2017, Koninklijke Philips N.V. filed suit in Germany in the Regional Court of Mannheim alleging infringement of its European patent (“EP”) by certain of Fitbit’s products of the German part of EP 1 247 229 B1 (“EP229”). In October 2018, the case was stayed pending an appeal of a January 2014 decision by the European Patent Office (“EPO”) to revoke EP229. On May 31, 2019, the EPO Board of Appeal dismissed the appeal, affirming the decision to revoke EP229. Koninklijke Philips appealed the EPO Board of Appeal decision on July 30, 2019.

On May 30, 2018, Koninklijke Philips filed a second patent infringement suit in the Regional Court of Mannheim alleging infringement by certain of Fitbit’s products of the German part of EP 1 076 806 B1 (“EP806”). In October 2018, the case was stayed pending the decision in a parallel nullity proceeding challenging the validity of EP806.

On July 22, 2019, Philips North America LLC filed a patent infringement suit in U.S. District Court for the District of Massachusetts alleging infringement of U.S. Patent Nos. 6,013,007, 7,088,233, 8,277,377, and 6,976,958 by certain of Fitbit’s products. On November 13, 2019, the Company filed a motion to dismiss. On November 27, 2019, Philips filed an amended complaint. On December 10, 2019, the Company filed a motion to dismiss the amended complaint. No hearing date has been scheduled.

On December 10, 2019, Philips North America and Koninklijke Philips filed a complaint for patent infringement in the International Trade Commission (“ITC”) naming Fitbit, Garmin International, Inc., Garmin USA, Inc., Garmin Ltd., d/b/a Garmin Switzerland GmbH, Ingram Micro Inc., Maintek Computer (Suzhou) Co., Ltd., and Inventec Appliances (Pudong) as proposed respondents. The complaint asserts that all proposed respondents infringe U.S. Patent Nos. 7,845,228, 9,820,698, and 9,717,464(the “ITC Patents”), and requests that the ITC institute an investigation and thereafter issue a limited exclusion order and cease and desist orders. On January 10, 2020, the ITC instituted the investigation, titled “In the Matter of Certain Wearable Monitoring Devices, Systems, and Components Thereof.” On January 21, 2020, the administrative law judge set key dates for the case, including an evidentiary hearing for October 5-9, 2020, the initial determination by January 14, 2021, and the target date for completion of the investigation as May 14, 2021. On April 2, 2020, the Company filed a complaint for declaratory judgment against Koninklijke Philips in the U.S. District Court for the Northern District of California requesting that the Court declare that Fitbit’s products do not infringe the ITC Patents.

On March 20, 2020, Koninklijke Philips filed a patent infringement lawsuit in Germany in the District Court of Dusseldorf alleging infringement by certain of Fitbit’s products of the German part of EP 2 224 366 B1. The Company has not yet been served.

On April 8, 2020, the Company filed a lawsuit against Philips North America and Koninklijke Philips in the U.S. District Court for the Northern District of California alleging infringement of U.S. Patent Nos. 7,145,462 and 8,868,377 by certain of Philips’ products.

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

Wynit. In September 2017, Wynit Distribution LLC (“Wynit”) filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code. Wynit was previously the Company’s largest customer. The Company ceased to recognize revenue from Wynit, which totaled $8.1 million during the third quarter of 2017. Additionally, the Company recorded a charge of $35.8 million during the third quarter of 2017 comprised of cost of revenue of $5.5 million associated with shipments to Wynit in the third quarter of 2017 and bad debt expense of $30.3 million associated with all of Wynit’s outstanding accounts receivables. The Company maintains credit insurance that covers a portion of the exposure related to its customer receivables. The Company recorded an insurance receivable based on an analysis of its insurance policies, including their exclusions, an assessment of the nature of the claim, and information from its insurance carrier. As of September 30, 2017, the Company had recorded an insurance receivable of $26.8 million, included in prepaid expenses and other current assets, associated with the amount it had concluded was probable related to the claim. The $26.8 million insurance receivable allowed the Company to recover $22.7 million of bad debt expense and $4.1 million of cost of revenue, resulting in a net charge of $9.0 million in the consolidated statement of operations comprised of net bad debt expense of $7.6 million and net cost of revenue of $1.4 million. The

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FITBIT, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

Company received $21.4 million of the insurance receivable during the fourth quarter of 2017 and the remaining $5.4 million in the first quarter of 2018.

During 2018, the Company released $12.4 million in product return and rebate reserves related to Wynit, as it believed the possibility of future claims associated with these reserves was remote. This reserve release resulted in a $12.4 million increase in revenue during the year ended December 31, 2018.

On September 4, 2019, plaintiff Nauni Manty, as the chapter 7 trustee of the bankruptcy estate of Wynit Distribution, LLC, et al, filed a complaint in U.S. Bankruptcy Court in the District of Minnesota. The complaint sought: (1) avoidance and recovery under 11 U.S.C. §§ 547, 550, and 551 against Fitbit; and (2) avoidance and preservation under 11 U.S.C. §§ 547, 551 of a second lien granted to Fitbit on substantially all the debtors’ assets. On March 30, 2020, the bankruptcy court approved a settlement of the trustee’s claims in an amount that is not material to the Company, and the case has been dismissed.

Other. The Company is and, from time to time, may in the future become, involved in other legal proceedings in the ordinary course of business. The Company currently believes that the outcome of any of these existing legal proceedings, including the aforementioned cases, either individually or in the aggregate, will not have a material impact on the operating results, financial condition or cash flows of the Company. With respect to existing legal proceedings, the Company has either determined that the existence of a material loss is not reasonably possible or that it is unable to estimate a reasonably possible loss or range of loss. The Company may incur substantial legal fees, which are expensed as incurred, in defending against these legal proceedings.

Indemnification

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

7. Stockholders’ Equity

Equity Incentive Plans

In May 2015, the Company’s board of directors and stockholders adopted and approved the 2015 Equity Incentive Plan (the “2015 Plan”). The 2015 Plan became effective on June 16, 2015 and serves as the successor to the Amended and Restated 2007 Stock Plan (the “2007 Plan”). The Company ceased granting awards under the 2007 Plan upon the effectiveness of the 2015 Plan. However, any outstanding stock options and restricted stock units (“RSUs”) granted under the 2007 Plan remain subject to the terms of the 2007 Plan. As of ~~June 29, 2019, 25.9~~April 4, 2020, 30.4 million shares of Class A common stock were reserved and available for future issuance under the 2015 Plan.

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FITBIT, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

Stock Options

Stock option activity under the equity incentive plans was as follows (in thousands, except per share amounts):

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 (658 ) $ 1.55

Forfeited or canceled (11 ) $ 6.16

Balance—June 29, 2019 15,594
$ 3.06
$ 28,482

Stock options vested and expected to vest—June 29, 2019 15,594
$ 3.06
$ 28,482
Stock options exercisable—June 29, 2019 15,255
$ 2.96
$ 28,479


	Stock Options Outstanding
	Number of Shares Subject to Stock Options	Weighted– Average Exercise Price		Aggregate Intrinsic Value ⁽¹⁾
Balance—December 31, 2019	12,871	$	3.51
Granted	—	$	—
Exercised	(220)	$	2.08
Forfeited or canceled	(6)	$	7.37
Balance—April 4, 2020	12,645	$	3.53	$	40,349

Stock options vested and expected to vest—April 4, 2020	12,645	$	3.53	$	40,349
Stock options exercisable—April 4, 2020	12,645	$	3.53	$	40,349

⁽¹⁾The aggregate intrinsic values of stock options outstanding, exercisable, vested and expected to vest as of ~~June 29, 2019~~April 4, 2020 were calculated as the difference between the exercise price of the stock options and the fair value of the Class A common stock of ~~$4.40~~$6.40 as of ~~June 29, 2019.~~April 4, 2020.

Restricted Stock Units

RSU activity under the equity incentive plans was as follows (in thousands, except per share amounts):

RSUs
Outstanding

Weighted-
Average
Grant Date
Fair Value
Unvested balance—December 31, 2018 18,376
$ 6.69
Granted 10,919
$ 5.77
Vested (5,739 ) $ 7.36
Forfeited or canceled (2,844 ) $ 6.55
Unvested balance—June 29, 2019 20,712
$ 6.04


	RSUs Outstanding	Weighted- Average Grant Date Fair Value
Unvested balance—December 31, 2019	18,932	$	5.68
Granted	8,799	$	6.41
Vested	(2,609)	$	6.48
Forfeited or canceled	(399)	$	5.72
Unvested balance—April 4, 2020	24,723	$	5.86

In March 2019, the Company issued 0.5 million shares of market-based awards that vest based upon the achievement of a specified stock price. Market conditions were factored into the grant date fair value using a Monte Carlo valuation model, which utilized multiple input variables to determine the probability of the Company achieving the specified stock price targets. Stock-based compensation expense related to these awards will be recognized over the requisite service period regardless of whether the market condition is satisfied, provided that the requisite service period has been completed.

~~Employee Stock Purchase Plan~~

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

Stock-Based Compensation Expense

Total stock-based compensation expense recognized was as follows (in thousands):


	Three Months Ended
	April 4, 2020		March 30, 2019
Cost of revenue	$	2,179	$	1,430
Research and development	11,119		11,988
Sales and marketing	2,775		3,138
General and administrative	3,654		3,988
Total stock-based compensation expense	$	19,727	$	20,544

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~~FITBIT, INC.~~

~~Notes to Condensed Consolidated Financial Statements (Continued)~~

Three Months Ended Six Months Ended
June 29, 2019 June 30, 2018 June 29, 2019 June 30, 2018
Cost of revenue $ 1,521
$ 2,032
$ 2,951
$ 3,130
Research and development 11,892
15,090
23,880
29,761
Sales and marketing 3,175
3,911
6,313
7,358
General and administrative 3,959
4,824
7,947
9,249
Total stock-based compensation expense $ 20,547
$ 25,857
$ 41,091
$ 49,498

As of ~~June 29, 2019,~~April 4, 2020, the total unrecognized stock-based compensation expense related to unvested stock options and RSUs was ~~$115.0~~$130.5 million, which the Company expects to recognize over an estimated weighted average period of ~~2.0~~2.1 years.

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FITBIT, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

8. Income Taxes

The Company is subject to income tax in the United States as well as other tax jurisdictions in which it conducts business. Earnings from non-U.S. activities are subject to local country income tax.

For the three ~~and six~~ months ended ~~June 29,~~April 4, 2020, the Company recorded a benefit for income taxes of $144.7 million, for an effective tax rate of 116.3%. The effective tax rate for the three months ended April 4, 2020 was different than the statutory federal tax rate primarily due to the impact of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which enables the Company to carry back current year, 2018 and 2019 net operating losses into prior taxable periods. As a result, the Company released valuation allowance on deferred tax assets related to those net operating losses that can be carried back and benefited in the prior years at the U.S. tax rate of 35%.

For the three months ended March 30, 2019, the Company recorded an expense for income taxes of ~~$1.0~~$1.3 million, ~~and $2.3 million, respectively,~~ for an effective tax rate of ~~(1.4)~~(1.7)% ~~and (1.5)%, respectively.~~. The effective tax rate for the ~~six~~three months ended ~~June 29,~~March 30, 2019 was different than the statutory federal tax rate primarily due to the impact of a full valuation allowance on the Company’s U.S. and certain of its foreign deferred tax assets, the mix of income/losses between the Company’s foreign jurisdictions, and pretax losses in jurisdictions for which no tax benefit will be recognized.

~~For~~On March 27, 2020, the ~~three~~CARES Act was signed into law. The CARES Act includes, among other items, provisions relating to refundable payroll tax credits, deferment of the employer portion of certain payroll taxes, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and ~~six months ended June 30,~~technical corrections to tax depreciation methods for qualified improvement property.

The CARES Act allows losses incurred in 2018, 2019, and 2020 to be carried back to each of the ~~Company recorded a benefit~~five preceding tax years and to offset 100% of regular taxable income in such years.

Accounting for income taxes for interim periods generally requires the provision for income taxes to be determined by applying an estimate of ~~$23.6 million and $23.0 million, for an effective tax rate of (24.9)% and (13.1)%, respectively. The~~the annual effective tax rate for the ~~six months ended June 30, 2018 was different than~~full fiscal year to income or loss before income taxes, excluding unusual or infrequently occurring discrete items (“Ordinary” income), for the statutory federal tax rate primarily due to the impact of a full valuation allowance on the Company’s U.S. deferred tax assets, the mix of income and losses between the Company’s foreign jurisdictions, and pretax losses in jurisdictions for which no tax benefit will be recognized.

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

~~In December 2017, the SEC Staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), Income Tax Accounting Implications~~in 2020 as well all of the ~~Tax Cuts~~net operating losses carried forward from 2018 and ~~Jobs Act, which allowed~~2019, can be carried back to prior taxable years, and recognizes the benefit in its effective tax rate. The Company ~~to record provisional amounts during a measurement period not to extend beyond one year~~recorded the anticipated benefit of the ~~enactment date. As~~net operating loss carryback as a discrete tax benefit during the quarter. The Company will continue to evaluate the potential impact of ~~December 31, 2018,~~ the ~~Company had finalized all provisional amounts related to the 2017 Tax~~CARES Act. ~~Finalizing provisional adjustments related to the 2017 Tax Act did not have a material impact on the Company’s consolidated financial statements for the year ended December 31, 2018.~~

~~On June 7, 2019, the U.S. Court of Appeals for the Ninth Circuit issued an opinion in Altera Corp. v. Commissioner upholding the~~The U.S. Treasury ~~Department’s~~Department has adopted regulations requiring related parties in an intercompany cost-sharing arrangement to share expenses related to share-based compensation in proportion to the economic activity of the related parties. ~~This~~On June 7, 2019, the U.S. Court of Appeals for the Ninth Circuit issued an opinion in Altera Corp. v. Commissioner upholding these regulations, which reversed the prior decision of the U.S. Tax Court. ~~Since~~On November 12, 2019, the Ninth Circuit ~~ruling is potentially subject to further judicial review,~~Court of Appeals denied the plaintiff’s request for an en banc rehearing. The plaintiff filed a petition for a writ of certiorari in the U.S. Supreme Court on February 10, 2020. The Company will continue to monitor developments ~~and potential impacts to our consolidated financial statements.~~in this matter.

The Company accounts for deferred taxes under ASC Topic 740, “Income Taxes,” which involves weighing positive and negative evidence concerning the realizability of the Company’s deferred tax assets in each jurisdiction. In evaluating its ability to realize the net deferred tax assets, the Company considered all available positive and negative evidence, including its past operating results and the forecast of future market growth, forecasted earnings, future taxable income, and prudent and feasible tax planning strategies. As of ~~June 29, 2019,~~April 4, 2020, the Company maintains a valuation allowance against all of its U.S. deferred tax assets and against certain of its foreign deferred tax assets. The Company will continue to assess the realizability of its deferred tax assets in each of the applicable jurisdictions going forward.

As of ~~June 29, 2019,~~April 4, 2020, the total amount of gross unrecognized tax benefits was ~~$55.7~~$76.0 million, of which ~~$25.4~~$26.5 million would affect the effective tax rate if recognized. The Company did not have any tax positions as of ~~June 29, 2019 for~~April 4, 2020 which it is reasonably possible that the total amount of gross unrecognized tax benefits will increase or decrease within the following 12 months.

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FITBIT, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

9. Net ~~Loss~~Income (Loss) per Share

The following table sets forth the computation of the Company’s basic and diluted net ~~loss~~income (loss) per share (in thousands, except per share amounts):


	Three Months Ended
	April 4, 2020		March 30, 2019
Numerator:
Net income (loss)	$	20,294	$	(79,465)

Denominator:
Weighted-average shares of common stock—basic for Class A and Class B	265,661		253,124
Effect of dilutive securities	11,285		—
Weighted-average shares of common stock—diluted for Class A and Class B	276,946		253,124
Net income (loss) per share:
Basic	$	0.08	$	(0.31)
Diluted	$	0.07	$	(0.31)

Three Months Ended Six Months Ended
June 29, 2019 June 30, 2018 June 29, 2019 June 30, 2018
Numerator:
Net loss $ (68,518 ) $ (118,268 ) $ (147,983 ) $ (199,145 )

Denominator:
Weighted-average shares of common stock—basic for Class A and Class B 256,160
242,898
254,659
241,227
Effect of dilutive securities —
—
—

Weighted-average shares of common stock—diluted for Class A and Class B 256,160
242,898
254,659
241,227
Net loss per share:
Basic $ (0.27 ) $ (0.49 ) $ (0.58 ) $ (0.83 )
Diluted $ (0.27 ) $ (0.49 ) $ (0.58 ) $ (0.83 )

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


	Three Months Ended
	April 4, 2020	March 30, 2019

Stock options to purchase common stock	12,645	15,774
RSUs	24,723	24,002
Warrant	230	230
Diluted impact of Employee Stock Purchase Plan	—	1,287

Total	37,598	41,293

Three Months Ended Six Months Ended
June 29, 2019 June 30, 2018 June 29, 2019 June 30, 2018

Stock options to purchase common stock 15,594
12,201
15,684
12,203
RSUs 20,712
8,035
22,357
8,865
Warrant 230
—
230
—
Diluted impact of ESPP 1,354
189
1,321
170
Total 37,890
20,425
39,592
21,238

10. Significant Customer Information and Other Information

Retailer and Distributor Concentration

Retailers and distributors that accounted for equal to or greater than 10% of total revenue for the three months ended ~~June 29,~~April 4, 2020 and March 30, 2019 ~~and June 30, 2018~~ were as follows:

Three Months Ended Six Months Ended
June 29, 2019 June 30, 2018 June 29, 2019 June 30, 2018
C 11 % 11 % * *
B *
*
* 10 %

Three Months Ended

April 4, 2020

March 30, 2019

* Represents less than 10%.

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FITBIT, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

Retailers and distributors that accounted for equal to or greater than 10% of accounts receivable at ~~June 29, 2019~~April 4, 2020 and December 31, ~~2018~~2019 were as follows:

June 29, 2019 December 31, 2018
C 13 % 12 %
B 11
16
D 11
10
E *
11
F *
10


	April 4, 2020		December 31, 2019
H	11	%	*
C	10		18	%

D	*		11

E	*		10

* Represents less than 10%.

Geographic and Other Information

Revenue by geographic region, based on ship-to destinations, was as follows (in thousands):


	Three Months Ended
	April 4, 2020		March 30, 2019
United States	$	102,039	$	135,091
Americas excluding United States	10,743		15,327
Europe, Middle East, and Africa	57,007		87,098
Asia Pacific	18,369		34,374
Total	$	188,158	$	271,890

Three Months Ended Six Months Ended
June 29, 2019 June 30, 2018 June 29, 2019 June 30, 2018
United States $ 180,862
$ 182,451
$ 315,953
$ 321,947
Americas excluding United States 19,178
15,838
34,505
31,938
Europe, Middle East, and Africa 87,563
65,969
174,661
130,507
APAC 25,953
35,086
60,327
62,817
Total $ 313,556
$ 299,344
$ 585,446
$ 547,209

As of ~~June 29, 2019~~April 4, 2020 and December 31, ~~2018,~~2019, long-lived assets, which represent property and equipment, located outside the United States were ~~$32.9~~$24.0 million and ~~$36.9~~$27.9 million, respectively.

~~11. Acquisitions~~

~~2018 Acquisition~~

In February 2018, the Company completed a purchase of Twine Health, Inc., a privately-held company, which was accounted for as a business combination, for total purchase price consideration of $16.7 million, of which $5.4 million was allocated to developed technology intangible assets, $3.8 million to customer relationships intangible asset, $9.9 million to goodwill, $1.7 million to deferred tax liabilities, $0.2 million to deferred revenue, and $0.6 million to net assumed liabilities. Approximately $2.6 million of the consideration payable to Twine Health, Inc. was held as partial security for certain indemnification obligations and will be held back for payment until August 2019. The acquisition is expected to extend the Company’s reach into healthcare and lay the foundation to expand its offerings to health plans, health systems and self-insured employers, while creating opportunities to increase subscription-based revenue. The amortization periods of the acquired developed technology and customer relationships are approximately four years and ~~seven years, respectively. Goodwill is not deductible for tax purposes.~~

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

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

Overview

The Fitbit platform combines wearable devices with software and services to give our users tools to help them reach their health and fitness goals, augmented by general purpose features that add further utility and drive user engagements. Our wearable devices enable users to view data about their daily activity, exercise, and sleep in real time. Today, most of our revenue comes from the sale of wearable devices, including both trackers and smartwatches. Our products are available in 87over 100 countries worldwide through a variety of channels, including ~~approximately 39,000~~ retail stores, retailer websites, and Fitbit.com, and through our Fitbit Premium and Fitbit Health ~~Solutions.~~Solutions offerings.

~~In the first half of~~On November 1, 2019, we ~~continued~~entered into an Agreement and Plan of Merger, or Merger Agreement, with Google LLC, or Google, pursuant to ~~focus~~which Google has agreed to acquire us for $7.35 per share in cash, valuing us at a fully diluted equity value of approximately $2.1 billion. Under the terms of, and subject to the conditions specified in, the Merger Agreement, we will become a wholly owned subsidiary of Google (the “Merger”). The Merger was approved by our stockholders on ~~providing more choice~~January 3, 2020. The Merger is expected to close in 2020, subject to customary closing conditions, including regulatory approvals. The Merger Agreement may be terminated by mutual agreement of the parties or by either us or Google under specified conditions. We will be required to pay Google a termination fee of $80 million in certain circumstances, such as a material, uncured breach of our obligations under the Merger Agreement, and ~~accessibility~~Google will be required to ~~consumers~~pay us a termination fee of $250 million in ~~wearables~~certain circumstances related to ~~drive~~a failure to obtain regulatory approvals or the ~~acquisition~~existence of ~~users. During~~a restraint arising under the antitrust laws.

Our business during the first quarter of ~~2019,~~2020 was negatively affected by the outbreak of the novel coronavirus COVID-19. As discussed further below, we expect the COVID-19 pandemic and associated mitigation efforts to continue to negatively impact our results in 2020, although the nature and extent will depend on future developments that are evolving and highly uncertain. We remain committed to our mission to empower and inspire people to live healthier, more active lives, while prioritizing the health and safety of our workforce.

In the first quarter of 2020, we focused on adding additional offerings for users looking to manage their overall health. In March 2020, we introduced Fitbit ~~Versa Lite Edition, an affordable everyday smartwatch,~~Charge 4, which innovates on our Charge family of trackers with built-in GPS. We also introduced Active Zone Minutes^TM on Fitbit ~~Inspire HR, our most affordable~~Charge 4, a new personalized metric based on a user’s resting heart rate ~~tracking device,~~and age, which tracks and measures the time users spend in each heart rate zone to help them work toward a weekly goal. Additionally, we added more content to Fitbit ~~Inspire,~~Premium, our ~~even lower-cost tracker,~~paid subscription service offering personalized health insights, guidance, advanced sleep tools, customized programs, mindfulness content, and over 200 workouts from various brands. To help support our users during the COVID-19 pandemic, in March 2020, we announced we are offering a 90-day free trial for new Fitbit ~~Ace 2, our new tracker for children ages 6 and older.~~Premium users.

Smartwatch revenue decreased to 38% of revenue in the three months ended June 29, 2019, from 54% in the three months ended June 30, 2018. The decrease in smartwatch revenue was partly driven by weaker than expected sales of Fitbit Versa Lite Edition that we attribute to our initial go-to-market pricing and promotional strategies.

With the introduction of lower priced devices, average selling price decreased overall in the three and six months ended June 29, 2019 compared to the same periods in 2018. The decrease in average selling price negatively impacted our gross margin.

Acquiring customers through the sale of ~~a device~~our devices increases the size of our community of users and also increases the potential for future demand for devices and other monetization opportunities, such as software services or coaching revenue. While software revenue ~~was~~continued to be immaterial in the first ~~half~~quarter of ~~2019,~~2020, we believe a growing community of active users provides us an opportunity to introduce or further develop software services for our community in the future.

~~In addition, we~~ We continue to focus on growing our Fitbit Health Solutions channel, which delivers health and wellness solutions for employers, health plans, and health systems and provides an opportunity to drive demand for our devices and software services. In the fall of 2018, we launched Fitbit Care, a connected health platform that combines health coaching and virtual care, wearable devices, and personalized digital interventions to better support patients outside the walls of the clinical environment. Revenue from the Fitbit Health Solutions channel was approximately 7%14% of total revenue in the ~~second~~first quarter of ~~2019.~~2020.

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For the full year 2020, we expect devices sold and revenue to decline significantly compared to full year 2019 as a result of the impact of the COVID-19 pandemic discussed further below, as well as due to the timing of our new product launches. We expect smartwatches to grow as a percentage of revenue compared to the prior year. We expect growth in our higher margin Fitbit Premium and Fitbit Health Solutions revenue streams in 2020 compared to 2019. We expect research and development expenses to increase for the full year 2020 over 2019 as we grow our investment into the expanding wearable device market, which we anticipate will be partially offset by a projected decrease in sales and marketing and general and administrative expenses, with the exception of higher costs related to the Merger Agreement with Google.

Impact of COVID-19

The recent outbreak of the novel virus COVID-19, which was declared a global pandemic by the World Health Organization in March 2020, adversely impacted our business in the first quarter of 2020. The outbreak and associated containment measures have caused disruptions in the development, manufacture, shipment, and sales of our products. Such disruptions have been due primarily to temporary closures of our facilities, those of our customers and retailers who sell our products, and those of our contract manufacturers and other supply chain vendors; difficulties in transporting goods and materials; restrictions on travel; and quarantines, stay-at-home orders, and social distancing guidelines in effect in many of the regions in which we operate. In addition, the COVID-19 pandemic and related mitigation efforts have disrupted the economies of the United States and numerous other countries, which is impacting consumer sentiment and discretionary spending.

We have temporarily closed our headquarters in San Francisco, California and other facilities worldwide to protect the health of our employees. We have implemented a work-from-home policy for the majority of our global workforce and we are severely restricting business travel, in light of the recommendations or requirements of government authorities. The costs to implement our work-from-home policy during the first quarter of 2020 were not material. We will continue to monitor the situation to determine suitable actions. For example, we may adapt or extend our work-from-home policy beyond what is required by government authorities as we believe to be appropriate for the health and safety of our workforce or in our best interests, although such actions could adversely impact the efficiency and effectiveness of our organization.

During the first quarter of 2020, our operating results began to be negatively impacted by decreased retail activity and retail store closures due to COVID-19, primarily in the Asia Pacific region. Operating results were also impacted by additional reserves for product returns, rebates and promotions, and price protection on certain products, primarily based on increased channel inventory levels as a result of declining demand due to COVID-19. Additionally, operating results were impacted by allowances for credit losses as a result of COVID-19 and its potential impact.

We are focused on preserving our liquidity and managing our cash flow through the financial challenges presented by COVID-19 by reducing our discretionary spending, closely managing and reducing inventory levels, and reducing marketing spend. While we have been significantly impacted by the current COVID-19 pandemic, we believe, based on our current forecasts, that we have sufficient liquidity to meet our working capital and capital expenditure needs through the anticipated closing of the Merger with Google. If the transaction were to be materially delayed or fail to close, or if revenues were to be materially below our forecasts, we would likely need to raise additional funds, which we may not be able to do on favorable terms or at all. We expect to receive various tax benefits from the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) recently adopted in the United States, as described in Note 8 of the Notes to Condensed Consolidated Financial Statements and below in the section titled “Components of our Operating Results” under “Income Tax Expense (Benefit).” For further information regarding the impact of COVID-19 on our business, please see the below discussion under “Operating Results” and Item 1A, Risk Factors in this Quarterly Report on Form 10-Q.

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Financial Highlights

The following are financial highlights for the three ~~and six~~ months ended ~~June 29,~~April 4, 2020 and March 30, 2019 ~~and June 30, 2018~~ (in thousands):


	Three Months Ended
	April 4, 2020		March 30, 2019
Revenue	$	188,158	$	271,890
Net income (loss)	$	20,294	$	(79,465)
Adjusted EBITDA	$	(75,554)	$	(43,186)
Devices sold	2,177		2,930

Three Months Ended Six Months Ended
June 29, 2019 June 30, 2018 June 29, 2019 June 30, 2018
Revenue $ 313,556
$ 299,344
$ 585,446
$ 547,209
Net loss $ (68,518 ) $ (118,268 ) $ (147,983 ) $ (199,145 )
Adjusted EBITDA $ (30,830 ) $ (55,800 ) $ (74,016 ) $ (102,026 )
Devices sold 3,529
2,684
6,459
4,834

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

Key Business Metrics

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

Devices Sold

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Devices sold represents the number of wearable devices that are sold during a period, net of expected returns. Devices sold does not include sales of accessories. Growth rates between devices sold and revenue are not necessarily correlated because our revenue is affected by other variables, such as the types of products sold during the period, the introduction of new product offerings with differing U.S. manufacturer’s suggested retail prices, and sales of accessories and premium services.

Activations - Repeat and Re-Activated Users

We define an “Activation” as the first instance of a Fitbit device (excluding Aria, Aria 2, Flyer and other accessories) pairing to a user account during the three months prior to the date of measurement. A “Repeat User” is defined as a Fitbit user who activated a Fitbit device to his or her account during the measurement period and activated a different Fitbit device to his or her account during a prior period. A “Re-Activated User” is defined as Repeat User who has not synced his or her prior device and taken at least 100 steps for 90 days or more prior to the measurement period with such device. In the three ~~and six~~ months ended ~~June 29, 2019, 41% and 40%, respectively,~~April 4, 2020, 39.8% of Activations came from Repeat Users, with Re-Activated Users representing ~~53%~~54.8% of those Repeat ~~Users in each period.~~Users. The number of Activations from Repeat Users and the number of Re-Activated Users for any period is measured promptly after the measurement period and is not updated.

We believe that the Activations metric is a potential indicator of repeat purchase behavior but not a guarantee of repeat purchase behavior. Actual repeat purchase behavior may depend on a number of factors, including but not limited to our ability to anticipate and satisfy consumer preferences.

Active Users

See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Key Business Metrics-Active Users” in our Annual Report on Form 10-K filed with the SEC on February 27, 2020 for additional information.

Adjusted EBITDA

To supplement our condensed consolidated financial statements presented in accordance with U.S. GAAP, we monitor and consider adjusted EBITDA, which is a non-GAAP financial measure. This non-GAAP financial measure is not based on any standardized methodology prescribed by U.S. GAAP and is not necessarily comparable to similarly titled measures presented by other companies.

We define adjusted EBITDA as net ~~loss~~income (loss) adjusted to exclude stock-based compensation expense, depreciation, intangible assets amortization, ~~litigation expense related to matters with Aliphcom, Inc. d/b/a Jawbone, or Jawbone,~~acquisition-related costs, the impact of restructuring, interest income, net, and income tax expense (benefit).

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We use adjusted EBITDA to evaluate our operating performance and trends and make planning decisions. We believe that adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of the expenses and other items that we exclude in adjusted EBITDA. In particular, exclusion of the effect of stock-based compensation expense and certain other expenses in calculating adjusted EBITDA can provide a useful measure for period-to-period comparisons of our business. Accordingly, we believe that adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results, enhances overall understanding of our past performance and future prospects, and allows for greater transparency with respect to a key financial metric used by our management in its financial and operational decision-making.

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

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


	Three Months Ended
	April 4, 2020		March 30, 2019
Net income (loss)	20,294		(79,465)
Stock-based compensation expense	19,727		20,544
Acquisition-related costs	15,772		—
Restructuring	—		2,458
Depreciation and intangible assets amortization	14,620		15,433

Interest income, net	(1,293)		(3,466)
Income tax expense (benefit)	(144,674)		1,310
Adjusted EBITDA	$	(75,554)	$	(43,186)

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Three Months Ended Six Months Ended
June 29, 2019 June 30, 2018 June 29, 2019 June 30, 2018
Net loss $ (68,518 ) $ (118,268 ) $ (147,983 ) $ (199,145 )
Stock-based compensation expense 20,547
25,857
41,091
49,498
Litigation expense —
—
—
765
Restructuring —
—
2,458
—
Depreciation and intangible assets amortization 18,792
15,173
34,225
27,377
Interest income, net (2,622 ) (2,177 ) (6,088 ) (3,527 )
Income tax expense 971
23,615
2,281
23,006
Adjusted EBITDA $ (30,830 ) $ (55,800 ) $ (74,016 ) $ (102,026 )

Non-GAAP ~~free cash flow~~Free Cash Flow

We define non-GAAP free cash flow as net cash provided by (used in) operating activities ~~and adjusted for~~less purchase of property and equipment. We consider free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated by the business that can possibly be used for investing in our business and strengthening ~~our~~our balance sheet, but it is not intended to represent the residual cash flow available for discretionary expenditures.

The following table presents a reconciliation of net cash used in operating activities to non-GAAP free cash flow (in thousands):


	Three Months Ended
	April 4, 2020		March 30, 2019
Net cash used in operating activities	$	(81,972)	$	(67,653)
Purchase of property and equipment	(3,556)		(6,096)
Non-GAAP free cash flow	$	(85,528)	$	(73,749)
Net cash provided by investing activities	$	4,900	$	10,598
Net cash used in financing activities	$	(5,410)	$	(6,088)

Six Months Ended
June 29, 2019 June 30, 2018
Net cash used in operating activities $ (144,076 ) $ (57,217 )
Purchase of property and equipment (10,827 ) (28,524 )
Non-GAAP free cash flow $ (154,903 ) $ (85,741 )
Net cash provided by investing activities $ 10,123
$ 43,363
Net cash provided by (used in) financing activities $ (4,774 ) $ 4

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Components of our Operating Results

Revenue

We have three sources of revenue: consumer device revenue, Fitbit Health Solutions revenue, and consumer non-device revenue. The vast majority of our total revenue comes from the sale of wearable devices through the retail, direct, and Fitbit Health Solutions channels. Within the Fitbit Health Solutions channel, revenue is ~~comprised~~composed of devices, services, and software, with most of our revenue driven by device sales. Consumer non-device revenue represents a small portion of total revenue, primarily from our subscription-based Fitbit Coach and premium services.

We generate substantially all of our revenue from the sale of our wearable devices, which includes both trackers and accessories and smartwatches sold directly to consumers, as well as through our Fitbit Health Solutions channel. We also generate a small portion of our revenue from our subscription-based Fitbit Coach services and from software services sold through our Fitbit Health Solutions channel.

Cost of Revenue

Cost of revenue consists of product costs, including costs of contract manufacturers for production, shipping and handling costs, warranty replacement costs, packaging, fulfillment costs, manufacturing and tooling equipment depreciation, warehousing costs, hosting costs, write-downs of excess and obsolete inventory, amortization of developed technology intangible assets acquired, and certain allocated costs related to management, facilities, and personnel-related expenses and other expenses associated with supply chain logistics. Personnel-related expenses include salaries, bonuses, benefits, and stock-based compensation.

Operating Expenses

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Operating expenses consist of research and development, sales and marketing, and general and administrative expenses.

Research and Development. Research and development expenses consist primarily of personnel-related expenses, consulting and contractor expenses, tooling and prototype materials, and allocated overhead costs.

Substantially all of our research and development expenses are related to developing new products and services and improving our existing products and services. To date, research and development expenses have been expensed as incurred, because the release of products and services for sale has been short and development costs qualifying for capitalization have been insignificant.

Sales and Marketing. Sales and marketing expenses represent a significant component of our operating expenses and consist primarily of advertising and marketing promotions of our products and services and personnel-related expenses, as well as sales incentives, trade show and event costs, sponsorship costs, consulting and contractor expenses, travel, POP display expenses and related amortization, and allocated overhead costs.

General and Administrative. General and administrative expenses consist of personnel-related expenses for our finance, legal, human resources, and administrative personnel, as well as the costs of professional services, allocated overhead, information technology, bad debt expense, amortization of intangible assets acquired, and other administrative expenses.

Interest Income, Net

Interest income, net consists of interest expense associated with our debt financing arrangements, amortization of debt issuance costs, and interest income earned on our cash, cash equivalents, and marketable securities.

Other Income (Expense), Net

Other income (expense), net consists of foreign currency gains and ~~losses.~~losses, and impairment loss from equity investment.

Income Tax Expense (Benefit)

We are subject to income taxes in the United States and foreign jurisdictions in which we do business. These foreign jurisdictions have statutory tax rates different from those in the United States. Accordingly, our effective tax rates will vary depending on the relative proportion of foreign to U.S. income, the utilization of foreign tax credits, and changes in tax laws.

On ~~June 7,~~March 27, 2020, the CARES Act was signed into law. The CARES Act includes, among other items, provisions relating to refundable payroll tax credits, deferment of the employer portion of certain payroll taxes, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property.

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The CARES Act allows losses incurred in 2018, 2019, and 2020 to be carried back to each of the ~~U.S. Court~~five preceding tax years and to offset 100% of ~~Appeals for~~regular taxable income in such years. We anticipate that, as a result of the ~~Ninth Circuit issued an opinion~~CARES Act, some of the net operating losses generated in ~~Altera Corp. v. Commissioner upholding~~2020, and all of the net operating losses generated in 2018 and 2019, will be carried back to prior taxable years resulting in material cash benefits to us. We will continue to evaluate the potential impact of the CARES Act.

The U.S. Treasury ~~Department’s~~Department has adopted regulations requiring related parties in an intercompany cost-sharing arrangement to share expenses related to share-based compensation in proportion to the economic activity of the related parties. ~~This~~On June 7, 2019, the U.S. Court of Appeals for the Ninth Circuit issued an opinion in Altera Corp. v. Commissioner upholding these regulations, which reversed the prior decision of the U.S. Tax Court. ~~Since~~On November 12, 2019, the Ninth Circuit ~~ruling is potentially subject to further judicial review, we~~Court of Appeals denied the plaintiff’s request for an en banc rehearing. The plaintiff filed a petition for a writ of certiorari in the U.S. Supreme Court on February 10, 2020. The Company will continue to monitor developments ~~and potential impacts to our consolidated financial statements.~~in this matter.

On December 22, 2017, the 2017 Tax Cuts and Jobs Act, or 2017 Tax Act was signed into law and includes several key tax provisions that affected us, including a reduction of the statutory corporate tax rate from 35% to 21% effective for tax years beginning after December 31, 2017, elimination of certain deductions, and changes to how the United States imposes income tax on multinational corporations, among others. We are required to recognize the effect of tax law changes in the period of enactment, such as re-measuring our U.S. deferred tax assets and liabilities, as well as re-assessing the net realizability of our deferred tax assets. As of December 31, 2018, we had determined all provisional amounts related to the 2017 Tax Act. Finalizing provisional adjustments related to the 2017 Tax Act did not have a material impact on our consolidated financial statements for the year ended December 31, 2018.

Operating Results

The following tables set forth the components of our condensed consolidated statements of operations for each of the periods presented and as a percentage of our revenue for those periods (in thousands, except percentages). The period-to-period comparison of operating results is not necessarily indicative of results for future periods.


	Three Months Ended
	April 4, 2020		March 30, 2019
Consolidated Statements of Operations Data:
Revenue	$	188,158	$	271,890
Cost of revenue⁽¹⁾	133,236		182,437
Gross profit	54,922		89,453
Operating expenses:
Research and development⁽¹⁾	81,589		77,039
Sales and marketing⁽¹⁾	56,961		68,616
General and administrative⁽¹⁾	42,041		26,692
Total operating expenses	180,591		172,347
Operating loss	(125,669)		(82,894)
Interest income, net	1,293		3,466
Other income (expense), net	(4)		1,273
Loss before income taxes	(124,380)		(78,155)
Income tax expense (benefit)	(144,674)		1,310
Net income (loss)	$	20,294	$	(79,465)

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


	Three Months Ended
	April 4, 2020		March 30, 2019
Stock-Based Compensation Expense:
Cost of revenue	$	2,179	$	1,430
Research and development	11,119		11,988
Sales and marketing	2,775		3,138
General and administrative	3,654		3,988
Total stock-based compensation expense	$	19,727	$	20,544

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	Three Months Ended
	April 4, 2020		March 30, 2019
	(as a percentage of revenue)
Consolidated Statements of Operations Data:
Revenue	100	%	100	%
Cost of revenue	71		67
Gross profit	29		33
Operating expenses:
Research and development	44		28
Sales and marketing	30		25
General and administrative	22		10
Total operating expenses	96		63
Operating loss	(67)		(30)
Interest income, net	1		1
Other income (expense), net	—		—
Loss before income taxes	(66)		(29)
Income tax expense (benefit)	(77)		—
Net income (loss)	11	%	(29)	%

Three Months Ended Six Months Ended
June 29, 2019 June 30, 2018 June 29, 2019 June 30, 2018
Consolidated Statements of Operations Data:
Revenue $ 313,556
$ 299,344
$ 585,446
$ 547,209
Cost of revenue⁽¹⁾
205,342
180,329
387,779
314,071
Gross profit 108,214
119,015
197,667
233,138
Operating expenses:
Research and development⁽¹⁾
70,919
87,047
147,958
176,383
Sales and marketing⁽¹⁾
83,060
100,845
151,676
172,897
General and administrative⁽¹⁾
24,865
30,211
51,557
66,299
Total operating expenses 178,844
218,103
351,191
415,579
Operating loss (70,630 ) (99,088 ) (153,524 ) (182,441 )
Interest income, net 2,622
2,177
6,088
3,527
Other income, net 461
2,258
1,734
2,775
Loss before income taxes (67,547 ) (94,653 ) (145,702 ) (176,139 )
Income tax expense 971
23,615
2,281
23,006
Net loss $ (68,518 ) $ (118,268 ) $ (147,983 ) $ (199,145 )


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

Three Months Ended Six Months Ended
June 29, 2019 June 30, 2018 June 29, 2019 June 30, 2018
Stock-Based Compensation Expense:
Cost of revenue $ 1,521
$ 2,032
$ 2,951
$ 3,130
Research and development 11,892
15,090
23,880
29,761
Sales and marketing 3,175
3,911
6,313
7,358
General and administrative 3,959
4,824
7,947
9,249
Total stock-based compensation expense $ 20,547
$ 25,857
$ 41,091
$ 49,498

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Three Months Ended Six Months Ended
June 29, 2019 June 30, 2018 June 29, 2019 June 30, 2018
(as a percentage of revenue)
Consolidated Statements of Operations Data:
Revenue 100 % 100 % 100 % 100 %
Cost of revenue 65
60
66
57
Gross profit 35
40
34
43
Operating expenses:
Research and development 23
29
25
32
Sales and marketing 26
34
26
32
General and administrative 8
10
9
12
Total operating expenses 57
73
60
76
Operating loss (23 ) (33 ) (26 ) (33 )
Interest income, net 1
—
1
1
Other income, net —
1
—
1
Loss before income taxes (22 ) (32 ) (25 ) (31 )
Income tax expense —
8
—
5
Net loss (22 )% (40 )% (25 )% (36 )%

Revenue


	Three Months Ended						Change
(dollars in thousands)	April 4, 2020		March 30, 2019		$		%
Revenue	$	188,158	$	271,890	$	(83,732)	(31)	%

Three Months Ended Change Six Months Ended Change
(dollars in thousands) June 29, 2019 June 30, 2018 $ % June 29, 2019 June 30, 2018 $ %
Revenue $ 313,556
$ 299,344
$ 14,212
5 % $ 585,446
$ 547,209
$ 38,237
7 %

Revenue ~~increased $14.2~~decreased $83.7 million, or 5%31%, ~~from $299.3~~to $188.2 million for the three months ended ~~June 30, 2018 to $313.6~~April 4, 2020, from $271.9 million for the three months ended ~~June 29,~~March 30, 2019. ~~The increase was driven by higher demand for our trackers, which increased~~In the first quarter of 2020, we introduced one new product, Fitbit Charge 4, compared to ~~59%~~three new products in the first quarter of ~~our~~2019, Fitbit Inspire, Fitbit Inspire HR, and Fitbit Versa Lite. Reflecting this timing, revenue from new product introductions, or NPI, decreased $69.1 million year over year, to 60% of revenue in the ~~three months ended June 29, 2019 compared to 41% in the same period in 2018, while demand for our smartwatches decreased to 38%~~first quarter of ~~our~~2020, from 67% of revenue in the ~~three months ended June 29, 2019, compared~~first quarter to ~~54%~~2019. The timing of our ~~revenue~~NPIs also led to a 26% decrease in ~~the same period in 2018. Total number of~~ devices sold, ~~increased by 31%, from 2.7~~to 2.2 million devices sold in the ~~three months ended June 30, 2018 to 3.5~~first quarter of 2020, down from 2.9 million devices sold in the ~~three months ended June 29,~~first quarter of 2019. ~~The average~~In addition, due to COVID-19 and its expected initial impact, we reserved $16.4 million in the first quarter of 2020 for product returns and rebates and promotions to retailers and distributors, based on increased channel inventory levels at the end of the first quarter as a result of declining consumer demand. Average selling price ~~of our devices~~ decreased by ~~19%, from $106~~11% to $81 for the ~~three months ended June 30, 2018 to $86~~first quarter of 2020, from $91 for the ~~three months ended June 29,~~first quarter of 2019, primarily due to ~~sales of our recently introduced devices at lower price points. The decrease in average selling price was also driven by~~additional reserves related to COVID-19 and its potential impact, as well as due to an increase in rebates and promotions to retailers and distributors, ~~primarily~~particularly for the Fitbit Versa family. Sales of our smartwatches as a percentage of revenue increased to 54% of revenue for the first quarter of 2020 from 42% of our revenue in the same period in 2019, while demand for our trackers decreased to 42% of revenue for the first quarter of 2020 from 57% of our revenue in the same period in 2019. Revenue from ~~new product introductions, or NPI, defined as new products shipped in the past 12 months, increased by 22%~~our direct channel, Fitbit.com, decreased 20% to ~~$213.2~~$23.2 million, or ~~68%~~12% of revenue, in the three months ended ~~June 29, 2019~~April 4, 2020, compared to the same period in 2018. NPI revenue for the three months ended June 29, 2019 was from Fitbit Ace 2, our newest tracker, Fitbit Versa Lite Edition, Fitbit Charge 3, Fitbit Inspire HR and Fitbit Inspire. Revenue from our direct channel, Fitbit.com, decreased 25% to $32.5$29.1 million, or ~~10% of revenue, in the three months ended June 29, 2019 compared to $43.4 million or 14%~~11% of revenue, in the same period in ~~2018.~~

~~Revenue increased $38.2 million, or 7%, from $547.2 million for the six months ended June 30, 2018 to $585.4 million for the six months ended June 29,~~ 2019. The increase was driven by higher demand for our trackers offset in part by decreased demand for our smartwatches, which decreased to 40% of our revenue in the six months ended June 29, 2019, compared to 43% in the same period in 2018. Total number of devices sold increased by 34%, from 4.8 million in the six months ended June 30, 2018 to 6.5 million in the six months ended June 29, 2019. The average selling price of our devices decreased by 19%, from $109 for the six months ended June 30, 2018 to $88 for the six months ended June 29, 2019, primarily due to sales of our recently-introduced devices at lower price points. The decrease in average selling price was also driven by an increase in rebates and promotions to retailers and distributors, primarily for the Fitbit Versa Family. During the six months ended June 30, 2018, we also benefited from $12.4 million in revenue from the release of outstanding product return and rebate reserves related to Wynit Distribution, LLC, or Wynit, a distributor who filed for bankruptcy protection in September 2017, as we believe the possibility of future claims associated with these reserves is remote. NPI revenue increased by 49% to $385.9 million, or 66% of revenue, in the six months ended June 29, 2019, compared to the same period in 2018. NPI revenue for the six months ended June 30, 2019 included Fitbit Ace 2, Fitbit

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Versa Lite Edition, Fitbit Charge 3, Fitbit Inspire HR and Fitbit Inspire. Revenue from our direct channel decreased by 17% to $61.6 million, or 11% of revenue, in the six months ended June 29, 2019, compared to the same period in 2018
.

U.S. revenue, based on ship-to destinations, decreased ~~$1.6~~$33.1 million, or 1%24%, ~~from $182.5~~to $102.0 million for the three months ended ~~June 30, 2018 to $180.9~~April 4, 2020, from $135.1 million for the three months ended ~~June 29,~~March 30, 2019. International revenue, based on ship-to destinations, ~~increased $15.8~~decreased $50.7 million, or ~~14%~~37%, ~~from $116.9~~to $86.1 million for the three months ended ~~June 30, 2018 to $132.7~~April 4, 2020, from $136.8 million for the three months ended ~~June 29,~~March 30, 2019, primarily due to an increase in revenue of 33% in the EMEA region, driven by revenue increases in the United Kingdom region from NPI, and an increase in revenue of 21% in the Americas excluding the United States region, partially offset by a decrease of ~~26%~~35% in the ~~APAC~~Europe, Middle East, and Africa region.

~~U.S.~~ In addition, revenue in the Asia Pacific region decreased $6.0 million, or 2%, from $321.9 million for the six months ended June 30, 2018 to $316.0 million for the six months ended June 29, 2019. International revenue increased $44.2 million, or 20%, from $225.3 million for the six months ended June 30, 2018 to $269.5 million for the six months ended June 29, 2019, primarily47% year-over-year, partially due to ~~an increase in revenue~~the impact of ~~34% in the EMEA region, driven by strong sales in the United Kingdom, partially offset by a decrease in revenue~~COVID-19.

Table of ~~4% in the APAC region.~~Contents

~~For the full year 2019, we expect revenue to decrease as compared to the full year 2018 primarily due to weaker than expected sales of Fitbit Versa Lite Edition.~~

Cost of Revenue


	Three Months Ended								Change
(dollars in thousands)	April 4, 2020			March 30, 2019			$		%
Cost of revenue	$	133,236		$	182,437		$	(49,201)	(27)	%
Gross profit	54,922			89,453			(34,531)		(39)	%
Gross margin	29		%	33		%

Three Months Ended Change Six Months Ended Change
(dollars in thousands) June 29, 2019 June 30, 2018 $ % June 29, 2019 June 30, 2018 $ %
Cost of revenue $ 205,342
$ 180,329
$ 25,013
14 % $ 387,779
$ 314,071
$ 73,708
23 %
Gross profit 108,214
119,015
(10,801 ) (9 )% 197,667
233,138
(35,471 ) (15 )%
Gross margin 35 % 40 % 34 % 43 %

Cost of revenue ~~increased $25.0 million, or 14%, from $180.3~~decreased to $133.2 million for the three months ended ~~June 30, 2018 to $205.3~~April 4, 2020, from $182.4 million for the three months ended ~~June 29, 2019 and increased $73.7~~March 30, 2019. In the first quarter of 2020, we were granted an exclusion from tariffs on our products manufactured in China, resulting in a $21.3 million ~~or 23%, from $314.1 million~~benefit during the period for ~~the six months ended June 30, 2018 to $387.8 million for the six months ended June 29,~~tariff costs incurred in 2019. The ~~increases during both periods were primarily~~decrease in cost of revenue was also due to a ~~one-time decrease~~$28.1 million reduction in product costs and a $4.7 million reduction in warranty ~~costs~~expense, both associated with ~~certain legacy products~~the decreases in devices sold compared to the ~~three~~same period in 2019, offset by a $4.5 million increase in excess and ~~six months ended June 30, 2018.~~obsolete inventory write-downs over the prior period.

Gross margin decreased ~~from 40%~~to 29% for the ~~three months ended June 30, 2018 to 35%~~first quarter of 2020 from 33% for the ~~three months ended June 29,~~first quarter of 2019, primarily due to ~~NPI products having lower gross margins, partially offset by improved yield loss~~our increase in discounts, rebates and ~~efficiencies. Gross margin for the three months ended June 30, 2018 also included lower warranty costs associated with certain legacy products. Gross margin decreased~~promotions; product mix shift from ~~43% for the six months ended June 30, 2018~~trackers to ~~34% for the six months ended June 29, 2019, primarily due to the~~smartwatches; as well as a decrease in average selling ~~price associated with NPI products.~~price. The ~~six months ended June 30, 2018 also benefited from lower warranty costs associated with certain legacy products.~~

~~For the full year 2019, we expect our~~decrease in gross margin ~~to decrease compared to~~was partially offset by the ~~full year 2018 primarily due to~~benefit of the ~~expected decrease in revenue and higher than expected promotional activity, excess inventory charges, and product returns.~~tariffs exclusion during the first quarter of 2020.

Research and Development


	Three Months Ended						Change
(dollars in thousands)	April 4, 2020		March 30, 2019		$		%
Research and development	$	81,589	$	77,039	$	4,550	6	%

Three Months Ended Change Six Months Ended Change
(dollars in thousands) June 29, 2019 June 30, 2018 $ % June 29, 2019 June 30, 2018 $ %
Research and development $ 70,919
$ 87,047
$ (16,128 ) (19 )% $ 147,958
$ 176,383
$ (28,425 ) (16 )%

Research and development expenses ~~decreased $16.1~~increased $4.6 million, or ~~19%~~6%, ~~from $87.0~~to $81.6 million for the three months ended ~~June 30, 2018 to $70.9~~April 4, 2020, from $77.0 million for the three months ended ~~June 29,~~March 30, 2019. The increase was primarily due to a $5.1 million increase in personnel-related expenses related to a 10% increase in headcount, offset by a $1.4 million decrease in tooling expenses.

Sales and Marketing


	Three Months Ended						Change
(dollars in thousands)	April 4, 2020		March 30, 2019		$		%
Sales and marketing	$	56,961	$	68,616	$	(11,655)	(17)	%

Sales and marketing expenses decreased $11.7 million, or 17%, to $57.0 million for the three months ended April 4, 2020, from $68.6 million for the three months ended March 30, 2019. The decrease was primarily due to a ~~$13.4~~$10.3 million ~~decrease~~reduction in ~~personnel-related~~marketing expenses ~~mainly from a 12% decrease in headcount, and a $1.8 million decrease in consulting and contractor expenses.~~

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Research and development expenses decreased $28.4 million, or 16%, from $176.4 million for the six months ended June 30, 2018 to $148.0 million for the six months ended June 29, 2019. The decrease was primarily due to the timing of our NPIs, as well as a ~~$19.1~~$3.4 million decrease in personnel related expenses mainly from a 13% decrease in headcount, a $5.8 million decrease in consulting and contractor expenses, a $2.3 million decrease in allocation of facilities and IT-related expense, and a $1.1 million decrease in travel expenses.

~~For the full year 2019, we expect research and development expenses to decrease in absolute dollars and decrease as a percentage of revenue as compared to the full year 2018.~~

~~Sales and Marketing~~

Three Months Ended Change Six Months Ended Change
(dollars in thousands) June 29, 2019 June 30, 2018 $ % June 29, 2019 June 30, 2018 $ %
Sales and marketing $ 83,060
$ 100,845
$ (17,785 ) (18 )% $ 151,676
$ 172,897
$ (21,221 ) (12 )%

Sales and marketing expenses for the three months ended June 29, 2019 decreased $17.8 million, or 18%, from $100.8 million for the three months ended June 30, 2018 to $83.1 million for the three months ended June 29, 2019. The decrease was primarily due to a reduction of $13.0 million related to marketing activities, driven by our shift in focus from traditional television marketing to digital media, and a decrease in POP display costs due to a reduced number of new displays. In addition, there was a decrease of $2.1 million in customer support costs due to improved product quality and reduced case volume of our products, offset by increases of $1.8 million in allocated overhead costs and ~~a $2.5~~$1.1 million ~~decrease~~ in ~~personnel~~personnel-related expenses related ~~expenses due~~ to a ~~6% decrease~~1% increase in headcount.

Sales and marketing expenses decreased $21.2 million, or 12%, from $172.9 million for the six months ended June 30, 2018 to $151.7 million for the six months ended June 29, 2019. The decline was primarily due to a decrease of $13.3 million related to marketing activities as described above, a decrease of $5.3 million in customer support costs due to improved quality and reduced case volume of our products, and a $1.7 million decrease in personnel related expenses due to a 7% decrease in headcount.

For the second half of 2019, we expect sales and marketing expenses to slightly increase as compared to the same period in 2018 driven by increased advertising spend. For the full year 2019, we expect sales and marketing expenses to decrease in absolute dollars and decrease as a percentage of revenue as compared to the full year 2018.

General and Administrative


	Three Months Ended						Change
(dollars in thousands)	April 4, 2020		March 30, 2019		$		%
General and administrative	$	42,041	$	26,692	$	15,349	58	%

Three Months Ended Change Six Months Ended Change
(dollars in thousands) June 29, 2019 June 30, 2018 $ % June 29, 2019 June 30, 2018 $ %
General and administrative $ 24,865
$ 30,211
$ (5,346 ) (18 )% $ 51,557
$ 66,299
$ (14,742 ) (22 )%

General and administrative expenses ~~for the three months ended June 29, 2019 decreased $5.3~~increased $15.3 million, or ~~18%~~58%, ~~from $30.2~~to $42.0 million for the three months ended ~~June 30, 2018 to $24.9~~April 4, 2020, from $26.7 million for the three months ended ~~June 29,~~March 30, 2019. The ~~decrease~~increase was primarily due to $6.4 million in credit loss allowances as a ~~$3.2~~result of COVID-19 and its potential impact, $6.3 million in consulting and legal fees related to the Merger Agreement with Google, and a $5.9 million increase in legal fees related to higher litigation costs over the prior period, offset by a $1.7 million decrease in ~~personnel related~~allocated overhead costs and a $1.5 million decrease in personnel-related expenses related to a 1%5% decrease in ~~headcount, and a $2.3 million decrease in legal fees.~~headcount.

General and administrative expenses decreased $14.7 million, or 22%, from $66.3 million for the six months ended June 30, 2018 to $51.6 million for the six months ended June 29, 2019. The decrease was primarily due to a $8.7 million decrease in legal fees, a $4.1 million decrease in personnel related expenses primarily related to a 4% decrease in headcount, and a $3.5 million decrease in consulting and contractor expenses.

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~~For the full year 2019, we expect general and administrative expenses to decrease in absolute dollars and to remain relatively consistent as a percentage of revenue as compared to the full year 2018.~~

Interest and Other Income (Expense), Net


	Three Months Ended						Change
(dollars in thousands)	April 4, 2020		March 30, 2019		$		%
Interest income, net	$	1,293	$	3,466	$	(2,173)	(63)	%
Other income (expense), net	(4)		1,273		(1,277)		(100)	%

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Three Months Ended Change Six Months Ended Change
(dollars in thousands) June 29, 2019 June 30, 2018 $ % June 29, 2019 June 30, 2018 $ %
Interest income, net $ 2,622
$ 2,177
$ 445
20 % $ 6,088
$ 3,527
$ 2,561
73 %
Other income, net 461
2,258
(1,797 ) (80 )% 1,734
2,775
(1,041 ) (38 )%

Interest income, net ~~increased $0.4~~decreased $2.2 million, ~~from $2.2~~to $1.3 million for the three months ended ~~June 30, 2018 to $2.6~~April 4, 2020, from $3.5 million for the three months ended ~~June 29,~~March 30, 2019, primarily due to ~~higher interest rates earned on~~decreases in cash, cash equivalents, and marketable ~~securities.~~securities balances, as well as lower interest rates earned. Other income (expense), net decreased primarily due to ~~a decrease~~an increase in foreign currency ~~gains.~~

Interest income, net increased $2.6 million, from $3.5 million for the six months ended June 30, 2018 to $6.1 million for the six months ended June 29, 2019, primarily due to higher interest rates earned on cash, cash equivalents and marketable securities. Other income, net decreased primarily due to a decrease in foreign currency gains.

losses.

Income Tax Expense

(Benefit)


	Three Months Ended						Change					Six Months Ended						Change						Three Months Ended								Change
(dollars in thousands)	June 29, 2019			June 30, 2018			$			%		June 29, 2019			June 30, 2018			$			%		(dollars in thousands)	April 4, 2020			March 30, 2019			$		%
Income tax expense	$	971		$	23,615		$	(22,644	)	(96	)%	$	2,281		$	23,006		$	(20,725	)	(90	)%
Income tax expense (benefit)																							Income tax expense (benefit)	$	(144,674)		$	1,310		$	(145,984)	(11,144)	%
Effective tax rate	(1.4		)%	(24.9		)%						(1.5		)%	(13.1		)%						Effective tax rate	116.3		%	(1.7)		%

Income tax expense decreased ~~$22.6~~$146.0 million, ~~from~~to an ~~expense~~income tax benefit of ~~$23.6~~$144.7 million for the three months ended ~~June 30, 2018, to~~April 4, 2020, from an income tax expense of ~~$1.0~~$1.3 million for the three months ended ~~June 29,~~March 30, 2019. Our effective tax rate was ~~(1.4)%~~116.3% and ~~(24.9)~~(1.7)% for the three months ended ~~June 29,~~April 4, 2020 and March 30, 2019, ~~and June 30, 2018,~~ respectively. The ~~increase~~change in our effective tax rate for the three months ended ~~June 29, 2019~~April 4, 2020 was primarily due to the impact of ~~a full valuation allowance on our U.S. deferred tax assets,~~carrying back current year, 2018 and 2019 net operating losses into prior taxable periods under the ~~mix of income/losses between our U.S. and foreign jurisdictions.~~provisions adopted under the CARES Act.

Income tax expense decreased $20.7 million, from an expense of $23.0 million for the six months ended June 30, 2018 to an expense of $2.3 million for the six months ended June 29, 2019. Our effective tax rate was (1.5)% and (13.1)% for the six months ended June 29, 2019 and June 30, 2018, respectively. The increase in our effective tax rate for the six months ended June 29, 2019 was primarily due to the impact of a full valuation allowance on our U.S. deferred tax assets, and the mix of income/losses between our U.S. and foreign jurisdictions.

Liquidity and Capital Resources

Our operations have been financed primarily through cash flow from operating activities and net proceeds from the sale of our equity securities. As of ~~June 29, 2019,~~April 4, 2020, we had cash and cash equivalents of ~~$335.2~~$252.0 million and marketable securities of ~~$229.7~~$175.7 million, approximately ~~85%~~81% of which are held by a U.S. legal entity in the United States.

Of our total cash, cash equivalents, and marketable securities, ~~$84.7~~$95.1 million is held by our foreign subsidiaries. Our intent is to indefinitely reinvest our earnings from foreign operations, and based on our current plans, we do not anticipate that we will require funds generated from foreign operations to fund our domestic operations. In the event funds from foreign operations are needed to fund operations in the United States in the future, we may be required to accrue and pay additional taxes on repatriated funds at that time.

WeWhile we have been significantly impacted by the current COVID-19 pandemic, we believe, based on our ~~existing cash, cash equivalent, and marketable securities balances, and cash flow from operations, will be~~current forecasts, that we have sufficient liquidity to meet our working capital and capital expenditure needs ~~for~~through the anticipated closing of the Merger with Google. If the transaction were to be materially delayed or fail to close, or if revenues were to be materially below our forecasts, we would likely need to raise additional funds, which we may not be able to do on favorable terms or at ~~least the next 12 months.~~all. Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our levels of revenue, the timing and extent of spending on research and development efforts and other business initiatives, the expansion of sales and marketing activities, the timing of ~~new product introductions,~~NPIs, market acceptance of our products, acquisitions, challenges presented by COVID-19,and overall economic conditions. We are focused on navigating the financial challenges presented by COVID-19 by preserving our liquidity and managing our cash flow, including through reducing our discretionary spending, closely managing and reducing inventory levels, and reducing marketing spend. To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity or debt financing. The sale of additional equity would result in additional dilution to our stockholders. The incurrence of debt financing would result in debt service obligations and the instruments governing such debt could provide for operating and financing covenants that would restrict our operations.

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Credit ~~Facility~~

On November 21, 2018, we voluntarily terminated our amended and restated credit agreement, or Senior Facility, with Silicon Valley Bank, or SVB, and other lenders. As of the date of termination, we did not have any outstanding borrowings under the Senior Facility but did have outstanding letters of credit, issued to cover various security deposits on our facility leases. In connection with this termination, all outstanding letters of credit issued under the Senior Facility are being held with SVB on an unsecured basis. We did not incur any early termination penalties in connection with the termination of the Senior Facility.

As of ~~June 29, 2019,~~April 4, 2020, we had outstanding letters of credit of ~~$36.6~~$24.8 million issued to cover various security deposits on our facility leases.

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Cash Flows

The following table summarizes our cash flows for the periods indicated (in thousands):


	Six Months Ended							Three Months Ended
	June 29, 2019			June 30, 2018				April 4, 2020		March 30, 2019
Net cash provided by (used in):							Net cash provided by (used in):
Operating activities	$	(144,076	)	$	(57,217	)	Operating activities	$	(81,972)	$	(67,653)
Investing activities	10,123			43,363			Investing activities	4,900		10,598
Financing activities	(4,774		)	4			Financing activities	(5,410)		(6,088)
Net change in cash and cash equivalents	$	(138,727	)	$	(13,850	)	Net change in cash and cash equivalents	$	(82,482)	$	(63,143)

Cash Flows from Operating Activities

Net cash used in operating activities of ~~$144.1~~$82.0 million for the ~~six~~three months ended ~~June 29, 2019~~April 4, 2020 was primarily due to ~~a decrease~~an increase in net ~~change in~~ operating assets and liabilities of ~~$87.7~~$154.5 million, ~~which consisted~~partially offset by total non-cash adjustments of $52.3 million and net income of $20.3 million. The increase in net operating assets and liabilities compared to the first quarter of 2019 included an increase in income tax receivables of $139.3 million, a decrease in accounts ~~payables~~payable and accrued liabilities of ~~$198.6~~$248.1 million, ~~as a result of lower operating activity during the current period,~~ and an increase in ~~inventory~~prepaid expenses and other assets of ~~$41.2~~$28.1 million, ~~primarily related to Fitbit Versa Lite Edition, Fitbit Inspire, and Fitbit Inspire HR, partially~~ offset by a decrease in accounts receivable of ~~$155.6~~$246.5 million ~~due to higher collections.~~ and a decrease in inventory of $20.3 million. The $52.3 million total non-cash adjustments for the first quarter of 2020 included stock-based compensation expense of $19.7 million, depreciation expense of $10.6 million, provision for inventory obsolescence of $9.8 million, intangible assets amortization of $4.0 million, and non-cash lease expense of $1.5 million.

Our days sales outstanding in accounts receivable, calculated as the number of days represented by the accounts receivable balance as of period end, ~~decreased~~increased from 7074 days as of December 31, ~~2018~~2019, to 6577 days as of ~~June 29, 2019~~April 4, 2020, due to ~~higher~~slower collections during the ~~six months ended June 29, 2019~~first quarter of 2020 compared to the fourth quarter of ~~2018.~~2019.

The net change in operating activities was also impacted by non-cash adjustments of $91.6 million, primarily resulting from stock-based compensation expense of $41.1 million, non-cash lease expense of $11.6 million, depreciation and amortization expense of $30.1 million, intangible assets amortization of $4.1 million, and provision for inventory obsolescence of $4.1 million.

Cash Flows from Investing Activities

Net cash provided by investing activities for the ~~six~~three months ended ~~June 29, 2019~~April 4, 2020 of ~~$10.1~~$4.9 million was ~~primarily~~ due to maturities and sales of marketable securities of ~~$239.4~~$68.2 million, offset by purchases of marketable securities of ~~$220.5~~$59.7 million and purchases of property and equipment of ~~$10.8~~$3.6 million.

Cash Flows from Financing Activities

Net cash used in financing activities for the ~~six~~three months ended ~~June 29, 2019~~April 4, 2020 was ~~primarily~~ due to ~~$10.6~~$5.9 million in net cash used for payment of taxes on common stock issued under our employee equity incentive plans, offset by ~~$6.8~~$0.5 million in proceeds from the exercise of stock ~~options and stock purchases made through our 2015 ESPP.~~options.

Contractual Obligations and Other Commitments

Our future minimum lease payments under our finance and operating leases as of ~~June 29, 2019~~April 4, 2020 were ~~$1.8~~$1.4 million and ~~$99.2~~$88.1 million, respectively.

The aggregate amount of open purchase orders as of ~~June 29, 2019~~April 4, 2020 was approximately ~~$584.6 million, of which $185.0~~$443.4 million. Of the aggregate amount, $171.3 million related to our migration to a third-party hosting provider, ~~and $8.3~~of which $15.2 million was accrued for as of ~~June 29, 2019.~~April 4, 2020. We cannot determine the aggregate amount of such purchase orders that represent contractual obligations because purchase orders may represent authorizations to purchase rather than binding agreements. Our purchase orders are based on our current needs and are

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fulfilled by our suppliers, contract manufacturers, and logistics providers within short periods of time. We subcontract with other companies to manufacture our products.

During the normal course of business, we and our contract manufacturers procure components based upon a forecasted production plan. If we cancel all or part of the orders, or materially reduce forecasted orders, in certain circumstances we may be liable to our suppliers and contract manufacturers for the cost of the excess components purchased by our contract manufactures. As of ~~June 29, 2019, $19.1~~April 4, 2020, $12.9 million was accrued for such liabilities to contract manufacturers.

We have recorded a liability for uncertain tax positions of ~~$28.9~~$30.0 million as of ~~June 29, 2019.~~April 4, 2020.

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Off-Balance Sheet Arrangements

As of ~~June 29, 2019,~~April 4, 2020, we did not have any off-balance sheet arrangements or holdings in variable interest entities.

Critical Accounting Polices and Estimates

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

There have been no material changes to our critical accounting policies and estimates from those disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2018~~2019 filed with the SEC on ~~March 1, 2019, except for policies related to leases discussed in Note 1 and Note 5 of the notes to our condensed consolidated financial statements.~~February 27, 2020.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risks in the ordinary course of our business. These risks primarily include interest rate and foreign currency risks as follows:

Interest Rate Risk

Our exposure to changes in interest rates relates primarily to our investment portfolio. As of ~~June 29, 2019,~~April 4, 2020, we had cash and cash equivalents of ~~$335.2~~$252.0 million and marketable securities of ~~$229.7~~$175.7 million, which consisted primarily of bank deposits, money market funds, U.S. government and agency securities, commercial paper, and corporate notes and bonds. The primary objectives of our investment activities are to preserve principal and provide liquidity without significantly increasing risk. Our investment policy specifies credit quality standards for our investments and limits the amount of credit exposure to any single issue, issuer, or type of investment.

To date, we have not been exposed, nor do we anticipate being exposed, to material risks due to changes in interest rates. A hypothetical 10% change in interest rates during any of the periods presented would not have had a material impact on our condensed consolidated financial statements.

Foreign Currency Risk

To date, all of our inventory purchases have been denominated in U.S. dollars. Our international sales are primarily denominated in foreign currencies and any unfavorable movement in the exchange rate between U.S. dollars and the currencies in which we conduct sales in foreign countries could have an adverse impact on our revenue. A portion of our operating expenses are incurred outside the United States and are denominated in foreign currencies, which are also subject to fluctuations due to changes in foreign currency exchange rates. In addition, our suppliers incur many costs, including labor costs, in other currencies. To the extent that exchange rates move unfavorably for our suppliers, they may seek to pass these additional costs on to us, which could have a material impact on our gross margins. Our operating results and cash flows are, therefore, subject to fluctuations due to changes in foreign currency exchange rates.

To partially mitigate the impact of changes in currency exchange rates on net cash flows from our foreign currency denominated revenue and expenses, we may enter into foreign currency exchange forward and option contracts. We also hedge

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certain monetary assets and liabilities denominated in foreign currencies from time to time, which reduces but does not eliminate our exposure to currency fluctuations between the date a transaction is recorded and the date that cash is collected or paid. In general, the market risks of these contracts are offset by corresponding gains and losses on the transactions being hedged.

We had no outstanding contracts in cash flow hedges for forecasted revenue transactions as of ~~June 29, 2019. We had no~~April 4, 2020. Our outstanding balance sheet hedges were $26 thousand as of ~~June 29, 2019.~~April 4, 2020. We assessed our exposure to movements in currency exchange rates by performing a sensitivity analysis of adverse changes in exchange rates and the corresponding impact to our results of operations. A hypothetical change of 10% in exchange rates would not have materially affected our operating results.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

~~. Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure~~

We maintain “disclosure controls and procedures, ~~(as~~” as defined in Rules ~~13-a-15(e)~~13a-15(e) and 15d-15(e) under the Exchange Act, ~~as of June 29, 2019. Our disclosure controls and procedures~~that are designed to ~~provide reasonable assurance~~ensure that ~~the~~ information required to ~~file~~be disclosed by a company in the reports that it files or ~~submit~~submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and ~~forms,~~forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that ~~such~~ information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to ~~our~~the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of April 4, 2020. Based on the evaluation of our disclosure controls and procedures as of April 4, 2020, our Chief Executive Officer and Chief Financial Officer ~~to allow timely decisions regarding required disclosure.~~

~~Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have~~ concluded that, as of ~~June 29, 2019,~~such date, our disclosure controls and procedures were ~~not~~ effective ~~as a result of~~at the ~~material weakness~~reasonable assurance level.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting ~~previously reported~~identified in ~~Item 9A~~connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of ~~our Annual Report on Form 10-K for~~ the ~~fiscal year ended December 31, 2018, which has not yet been fully remediated.~~

~~Notwithstanding~~Exchange Act during the ~~material weakness, management, including our Chief Executive Officer and Chief Financial Officer, believes the condensed consolidated financial statements included in~~period covered by this Quarterly Report on Form 10-Q ~~fairly represent in all material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S. GAAP.~~

~~Remediation Plans.~~ ~~As disclosed in Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, management determined~~ that we did not maintain effective controls over the accuracy of the inputs in the sales order entry process. Specifically, we did not sufficiently execute controls over the review of data inputs in the sales order entry processhas materially affected, or is reasonably likely to ensure accuracy of the price, quantity, and related customer data. This control deficiency did not result in a misstatement for the years ended December 31, 2017 and December 31, 2018; however, this control deficiency could result in a misstatement of revenue that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected. Accordingly, our management has determined that this control deficiency constitutes a material weakness that had not been remediated as of June 29, 2019.

~~We have identified and begun implementing changes to~~materially affect, our internal control over financial ~~reporting to remediate the control deficiencies that led to the material weakness. We have made progress toward remediating the material weakness by:~~

reporting.

•~~redesigning controls over the inputs of the sales order entry process, including the design of systematic checks and new reports to review inputs,~~

•~~adding additional resources, and~~

•~~enhancing existing order entry controls and procedures, including implementation of more robust review procedures for accuracy of sales orders.~~

The material weakness will not be considered remediated until the applicable measures have been implemented for a sufficient period of time and management has concluded, through testing, that the enhanced control is operating effectively.

Inherent Limitations on Effectiveness of ~~Controls.~~Controls

Our management, including the Chief Executive Officer and Chief Financial Officer, recognizes that our disclosure controls or our internal control over financial reporting cannot prevent or detect all possible instances of errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

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~~Changes in Internal Control over Financial Reporting.~~ There were no changes in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

Item 1. Legal Proceedings

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

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

Item 1A. Risk Factors

An investment in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Quarterly Report on Form 10-Q, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our condensed consolidated financial statements and related notes, before making a decision to invest in our Class A common stock. Our business, operating results, financial condition, or prospects could be materially and adversely affected by any of these risks and uncertainties. If any of these risks actually occurs, the trading price of our Class A common stock could decline and you might lose all or part of your investment. Our business, operating results, financial performance, or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material.

Risks Related to Our Business

The announcement and pendency of our agreement to be acquired by Google LLC could have an adverse effect on our business.

On November 1, 2019, we entered into the Merger Agreement with Google, pursuant to which a wholly-owned subsidiary of Google will, upon the terms and subject to the conditions set forth in the Merger Agreement, merge with and into us, and we will be the surviving corporation of the Merger and will become a wholly owned subsidiary of Google. On January 3, 2020, our stockholders voted to adopt the Merger Agreement at a special meeting of our stockholders. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger, each share of our Class A common stock and Class B common stock issued and outstanding immediately prior to the effective time of the Merger will be canceled and automatically converted into the right to receive $7.35 in cash, without interest.

Uncertainty about the effect of the proposed Merger on our employees, customers, users, partners, and suppliers may have an adverse effect on our business and operations that may be material to our company. Our employees may experience uncertainty about their roles following the Merger. There can be no assurance we will be able to attract and retain key talent, including senior leaders, to the same extent that we have previously been able to attract and retain employees. Any loss or distraction of such employees could have an adverse effect on our business and operations. In addition, we have diverted, and will continue to divert, significant management attention and resources towards the completion of the Merger, which could adversely affect our business and operations.

Our customers and users may experience uncertainty associated with the Merger, including with respect to treatment of user data and concerns about possible changes to our products and services or policies. Similarly, our partners and suppliers may experience uncertainty associated with the Merger, including with respect to current or future business relationships with us. Uncertainty may cause customers or users to refrain from purchasing our products and services, and partners and suppliers may seek to change existing business relationships, which could result in an adverse effect on our business, operations, and financial condition in a way that may be material to our company.

Pursuant to the terms of the Merger Agreement, we are subject to certain restrictions on the conduct of our business, including the ability in certain cases to enter into contracts, acquire or dispose of assets, incur indebtedness, or incur capital expenditures, until the Merger becomes effective or the Merger Agreement is terminated. These restrictions may prevent us from taking actions with respect to our business that we may consider advantageous and result in our inability to respond effectively to competitive pressures and industry developments, and may otherwise harm our business and operations.

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The failure to complete the merger with Google could adversely affect our business.

Completion of the Merger with Google is subject to conditions beyond our control that may prevent, delay, or otherwise adversely affect its completion in a material way, including the expiration or termination of applicable waiting periods under antitrust and competition laws, and similar competition approvals or consents that must be obtained from regulatory entities in the United States and certain foreign jurisdictions. The extent to which the COVID-19 pandemic, discussed further below, may impact the timing of receipt of necessary regulatory approvals and consents for completion of the Merger is uncertain and cannot be predicted. If the Merger or a similar transaction is not completed, the share price of our Class A common stock may drop to the extent that the current market price of our Class A common stock reflects an assumption that a transaction will be completed. In addition, the Merger Agreement provides that we will be required to pay Google a termination fee of $80 million in certain circumstances, such as a material, uncured breach of our obligations under the Merger Agreement. Further, a failure to complete the Merger may result in negative publicity and a negative impression of us in the investment community and may necessitate us having to obtain additional financing, which may be unavailable on terms favorable to us, or at all. Any disruption to our business resulting from the announcement and pendency of the Merger and from intensifying competition from our competitors, including any adverse changes in our relationships with our customers, users, partners, and suppliers, could continue or accelerate in the event of a failure to complete the Merger. There can be no assurance that our business, these relationships, or our financial condition will not be adversely affected, as compared to the condition prior to the announcement of the Merger, if the Merger is not consummated. In addition, the negative impact of a failure to complete the Merger could be exacerbated by the significant business and financial risks associated with the COVID-19 pandemic, discussed further below.

The outbreak of COVID-19 has had, and we expect will continue to have, an adverse effect on our business, results of operations, and financial condition.

The emergence of the novel coronavirus (SARS-CoV-2), and the disease caused by it known as COVID-19, designated as a pandemic by the World Health Organization in March 2020, has led to a global public health crisis and significant business disruptions and volatility in financial markets. The spread of the pandemic and the implementation of preventative requirements and practices (including state and local governmental restrictions on non-essential businesses, as well as personal activities and travel) have resulted in unprecedented changes in and disruption to business and economic conditions, giving rise to declines in consumer confidence and discretionary spending and the prospect of a global recession. These conditions have caused, and may continue to cause, adverse impacts on our business, liquidity, results of operations, and stock price that we may not be able to fully mitigate, due to the occurrence of some or all of the following, among others:

•temporary closures of, or reduced staffing at, our facilities and those of our suppliers, contract manufacturers, logistics providers, distributors, retailers, and other business partners due to “stay-at-home” regulations and employee illness or reluctance to appear at worksites, including policies we may deem appropriate to adopt beyond what is required by government authorities, which may impact worker productivity for us and/or our business partners and our ability to develop, manufacture, and sell products for an indefinite period of time;

•interruptions in, or higher costs for, the sourcing of components and the manufacture, distribution, shipment, marketing, and sale of our products;

•disruptions in the operations of our distributors or retailers, including store closures, that cause them to delay or cancel orders for our products, seek extended payment terms, reduce future orders, experience credit or liquidity issues that impact their ability to pay for our products, or become insolvent and cease operating as going concerns;

•reduced consumer demand for our products and services, including due to extended shelter-in-place orders, continued or additional store closures, and any prolonged economic downturn;

•our potential need to raise additional capital to the extent that current and anticipated future sources of liquidity are insufficient to fund our business activities and requirements, which may increase our debt or dilute the value of our common stock; and

•volatility in, or a reduction of, the market price of our Class A common stock.

Given the evolving health, political, governmental, and economic conditions, the impact that COVID-19 could have on our future business is highly uncertain and difficult to predict. The impact will depend largely on future developments, including the duration and severity of the outbreak; a potential resurgence of COVID-19 in the future; the effectiveness of actions taken by governments, businesses, and individuals in response to the virus; the stability of capital and financial markets; and how quickly and to what extent economic and operating conditions that pre-dated the pandemic can resume. We similarly are unable to predict future impacts of COVID-19 on the financial circumstances of our customers, distributors, retailers, and other business partners, or on our user community’s demand for our products and services. In addition, the adverse effects of

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COVID-19 could exacerbate other risk factors discussed herein. This situation is changing rapidly, and additional impacts may arise that we are not aware of currently. If we fail to anticipate and adequately address adverse impacts associated with the COVID-19 pandemic in a timely manner, our business, results of operations, and financial condition may be adversely affected.

We operate in a highly competitive market. If we do not compete effectively, our prospects, operating results, and financial condition could be adversely affected.

The ~~wearables device~~wearable devices market is highly competitive, with companies offering a variety of products and services. Wearables can be broadly defined as trackers, fitness watches, and smartwatches, as well as devices beyond the wrist. In terms of ~~units~~devices sold, we have primarily operated in the health and fitness tracker and smartwatch segments of the wearables ~~device~~ market. We expect competition in our market to intensify in the future as new and existing competitors introduce new or enhanced products and services that are potentially more competitive than our products and services.

The ~~wearables device~~wearable devices market has a multitude of participants, including large, broad-based consumer electronics companies that either compete in our market or adjacent markets or have announced plans to do so, such as Apple, Samsung, Google, LG and ~~Samsung.~~LG. For example, Apple sells the Apple Watch, which is a smartwatch with broad-based functionalities including some health and fitness tracking capabilities, and Apple has sold a significant volume of its smartwatches since introduction. Moreover, smartwatches with health and fitness functionalities may displace the market for traditional tracker devices. For example, ~~Apple’s recently introduced~~the Apple Watch includes electrocardiogram (ECG) functionality and fall detection capability. We also face competition from manufacturers of lower-cost devices, such as Xiaomi with its Mi Band devices, and Huawei. Market participants also include specialized consumer electronics companies such as Garmin, as well as traditional watch companies such as Fossil. In addition, we compete with a wide range of stand-alone health and fitness-related mobile apps that can be purchased or downloaded through mobile app stores.

We believe many of our competitors and potential competitors have significant advantages, including longer operating histories; ability to leverage their sales efforts and marketing expenditures across a broader portfolio of products and services; larger and broader customer bases; more established relationships with a larger number of suppliers, contract manufacturers, and channel partners; greater brand recognition; ability to leverage app stores which they may operate; experience manufacturing particular wearable devices, such as smartwatches; and greater financial, research and development, marketing, distribution, and other resources than we do.

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Some of our competitors may aggressively discount their products and services in order to gain market share, which could result in pricing pressures, reduced profit margins, lost market share, or a failure to grow market share for us. In addition, our new products may have varying selling prices and costs compared to legacy products, which could negatively impact our gross margins and operating results. Our competitors and potential competitors may also be able to develop products or services that are equal or superior to ours, achieve greater market acceptance of their products and services, and increase sales by utilizing different distribution channels than we do.

Furthermore, current or potential competitors may be acquired by third parties with greater available resources. As a result of such acquisitions, our current or potential competitors might be able to adapt more quickly to new technologies and consumer needs, devote greater resources to the promotion or sale of their products and services, initiate or withstand substantial price competition, take advantage of acquisition or other opportunities more readily, or develop and expand their products and services more quickly than we do. If we are not able to compete effectively against our current or potential competitors, our prospects, operating results, and financial condition could be adversely affected.

If we are unable to anticipate and satisfy consumer preferences in a timely manner, our business may be adversely affected.

Our success depends on our ability to anticipate and satisfy consumer preferences in a timely manner. All of our products and services are subject to changing consumer preferences that cannot be predicted with certainty. In terms of ~~units~~devices sold, we have primarily operated in the tracker and smartwatch segments of the ~~wearables device~~wearable devices market. Consumer preference has increasingly shifted to the smartwatch segment of the wearables ~~device~~ market. Although we are continuing to build out our smartwatch offerings, consumers may ultimately decide not to purchase our products and services as their preferences could shift rapidly to different types of wearable devices, or away from these types of products and services altogether. In addition, adoption of our products may vary by geographic region.

Our newer products and services may have different features, designs, or prices than our existing or earlier products and the products of some of our competitors, which may not appeal to consumers or only appeal to a smaller subset of consumers. For example, in the second quarter of 2019, Fitbit Versa Lite Edition sales were weaker than expected, which we attribute to

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our initial go-to-market pricing and promotional strategies. Partly as a result, smartwatch revenue declined on a ~~year over year~~year-over-year basis. It is also possible that competitors could introduce new products and services that negatively impact consumer preference for our wearable devices, which could result in decreased sales of our products and services and a loss in market share.

In addition, although we intend to build out our recurring non-device revenue offerings, ~~such as with a premium subscription experience that offers a variety of features, insights and programs,~~ it is possible that consumers or enterprise customers may not be receptive to these new services or that revenue from these offerings may continue to be immaterial. For example, in the third quarter of 2019, we launched Fitbit Premium, a paid subscription service that delivers a personalized experience with guidance and coaching. In the third quarter of 2018, we introduced Fitbit Care, a connected health platform for health plans and employers. To date, revenue from non-device offerings has been an immaterial portion of our overall revenue. In addition, we have limited experience operating services outside of our core device business. Our ability to forecast revenue and other financial and operating results for any new service, such as Fitbit Premium and Fitbit Care, is inherently uncertain, and our actual results may vary significantly from what we desire or predict or from the estimates of analysts.

Our future success depends on our ability to anticipate and respond effectively to shifts in consumer preferences. If we fail to anticipate and satisfy consumer preferences in a timely manner, or if it is perceived that our future products and services will not satisfy consumer preferences, our business may be adversely affected.

If we are unable to successfully develop, timely introduce, and effectively manage the introduction of new products and services or enhance existing products and services, our business may be adversely affected.

We must continually develop and introduce new products and services and improve and enhance our existing products and services to maintain or increase our sales. We believe that our future growth depends on continuing to engage and expand our user

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base by introducing new form factors, software services, and other offerings. For example, in the first quarter of 2020 we launched Charge 4, the latest evolution of our Charge family of trackers. In 2019, we ~~started shipping~~introduced Fitbit Versa 2, Fitbit Versa Lite Edition, ~~an everyday smartwatch~~ and ~~we also started shipping~~ the Fitbit Inspire family ~~our newest~~of activity trackers. In ~~addition, in~~the third quarter of 2019, we launched Fitbit Premium, a paid subscription service. In the third quarter of 2018, we introduced Fitbit Care, a connected health platform for health plans and employers. We typically have several products and services in development at the same time. The success of new or enhanced products and services depends on a number of factors including, among other things, anticipating and effectively addressing consumer preferences and demand; timely and successful research and development; appropriate pricing and go-to-market strategies; the success of our sales and marketing efforts; effective forecasting and management of product demand, purchase commitments, and inventory levels; effective management of manufacturing and supply costs; and the quality of or any defects in our products.

The development of our products and services is complex and costly. Given the complexity, we occasionally have experienced, and could experience in the future, delays in the development and introduction of new and enhanced products and services, product costs that are higher than planned, or lower than expected manufacturing yields of new and enhanced products, which may adversely affect our revenue and gross margins. Moreover, we have experienced, and may continue to experience, delays in the development and introduction of new or enhanced products and services due to the effects of the COVID-19 pandemic.

If revenues decline, we may be forced to reduce costs and may not be able to compete effectively. Unanticipated problems in developing products and services could also divert substantial research and development resources, which may impair our ability to develop new products and services, or enhancements of existing products and services, and could substantially increase our costs. Problems in the design or quality of our products or services may also have an adverse effect on our brand, business, financial condition, and operating results.

We must also successfully manage introductions of new or enhanced products or services. Introductions of new or enhanced products or services could adversely impact the sales of our existing products to retailers and consumers. For instance, retailers often purchase less of our existing products in advance of new product launches, retailers may be granted stock rotation rights and price protection, and we may experience higher returns from retailers or users of existing products, although some may continue to purchase existing products in lieu of new or enhanced products. We may face challenges managing the inventory of new or existing products, which could lead to excess inventory and discounting of such products. In addition, our new products may have varying selling prices and costs compared to legacy products, which could negatively impact our gross margins and operating results. For example, in ~~the second quarter of~~ 2019, gross margins decreased on a year-over-year basis, due in part to a decrease in average selling price associated with new products. We have also historically incurred higher levels of sales and marketing expenses accompanying each product introduction.

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Accordingly, if we fail to successfully develop, manufacture, market, and manage the introduction of new or enhanced products, we may incur higher than expected costs, weaker than anticipated demand for new or enhanced products, and changes in demand for existing products, and our operating results, business, and reputation could be harmed.

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.

If we fail to accurately forecast consumer demand, we may experience excess inventory levels or a shortage of products available for sale. Demand for our products and services could be affected by many factors that may be difficult to predict, including changes in consumer preferences, the nature of new product and service introductions by us and our competitors, channel inventory levels, sales promotions by us or our competitors, changes in wearable device market conditions, and changes in general economic conditions or consumer confidence in future economic ~~conditions.~~conditions, such as those caused by the COVID-19 pandemic.

To ensure adequate inventory supply, we must forecast inventory needs and expenses and place orders sufficiently in advance with our suppliers and contract manufacturers based on our estimates of future demand for particular products. We have previously faced and may continue to face challenges acquiring adequate and timely supplies of our products to satisfy demand, particularly in connection with new product introductions, or NPIs, which we believe may negatively affect our revenue. ~~For example, during the three~~

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~~months ended June 30, 2018, we were impacted by supply constraints associated with Fitbit Versa, which limited our ability to fully satisfy demand for this product.~~ As we continue to introduce new products, we also may face challenges managing the inventory of existing products.

Inventory levels in excess of consumer demand may result in inventory write-downs or write-offs, the sale of inventory at discounted prices, and other actions, which have caused and may continue to cause our gross margin to decline and could impair the strength of our brand. For example, during ~~2018~~2019 and the ~~six months ending June 29, 2019,~~first quarter of 2020, we recorded write-downs for excess and obsolete inventory, accelerated depreciation of manufacturing and tooling equipment, price protection on certain products, and rebates. Reserves and write-downs for rebates, promotions, and excess inventory and tooling and manufacturing capacity are recorded based on our forecast of future demand. Actual future demand could be less than our forecast, which may result in additional reserves and write-downs in the future, or actual demand could be stronger than forecast, which may result in a reduction to previously recorded reserves and write-downs in the future and increase the volatility of our operating results.

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

No assurance can be given that we will not incur additional charges in future periods related to our inventory management or that we will not underestimate or overestimate forecasted sales in a future period.

An economic downturn or economic uncertainty may adversely affect consumer discretionary spending and demand for our products and services.

Our products and services may be considered discretionary items for consumers. Factors affecting the level of consumer spending for discretionary items include general economic conditions, consumer confidence in future economic conditions, fears of recession, the availability and cost of consumer credit, levels of unemployment, and tax rates. Many of these factors have been adversely impacted by the recent COVID-19 pandemic. Volatility in global economic conditions or a global economic downturn may make it more difficult to predict demand for our products and services and may cause consumers to decline to make, delay, or reduce purchases. Our sensitivity to economic cycles and any related fluctuation in consumer demand for our products and services may have an adverse effect on our operating results and financial condition.

Our quarterly operating results or other operating metrics may fluctuate significantly, which could cause the trading price of our Class A common stock to decline.

Our quarterly operating results and other operating metrics have fluctuated in the past and may continue to fluctuate from quarter to quarter. We expect that this trend will continue as a result of a number of factors, many of which are outside of our control and may be difficult to predict, including:

•the impact of our pending Merger with Google;

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•the global macroeconomic impact of the current COVID-19 pandemic;

•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;

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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;

•changes in the trade policies of the United States or other countries, such as the imposition of new tariffs on goods made in China; and

•general economic conditions in either domestic or international markets.

Any one of the factors above, or the cumulative effect of ~~multiple~~several factors, may result in significant fluctuations in our operating results.

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

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We may not be able to achieve revenue growth or profitability in the future.

Our historical revenue growth in ~~some~~certain periods should not be considered indicative of our future performance. Our revenue has declined in recent periods, and we expect our revenue growth to be slower than in the past or to decline in future periods due to a number of factors, which may include slowing demand for our products and services, increasing competition, a decrease in the growth of our overall market, our failure for any reason to capitalize on growth opportunities, or the maturation of our ~~business.~~business, and the impact of the current COVID-19 pandemic on our business and the global economy.

From 2014 to 2016, our annual revenue grew rapidly from $745.4 million to $2.2 billion. ~~Although~~However, our annual revenue in ~~2016 was up 17%~~each of 2017, 2018, and 2019 declined compared to ~~2015, our annual revenue in 2017 declined 26% compared to 2016,~~the prior year, and our revenue in ~~2018~~the first quarter of 2020 declined ~~6% compared to 2017. Our revenue in the six months ended June 29, 2019 increased 7%~~31% compared to the ~~six months ended June 30, 2018.~~first quarter of 2019. In future periods, we could again experience a decline in revenue, or revenue could grow more slowly than we ~~expect, which could~~expect.

In addition, we have not consistently achieved profitability on a ~~material negative effect on our future operating results.~~quarterly or annual basis. For example, we recorded a net loss of $320.7 million in 2019. We recorded net income of $20.3 million for the three months ended April 4, 2020 due to the favorable impact of non-routine tax benefits.

Because we have only a limited history operating our business at its current scale, it is difficult to ~~evaluate our current business and future prospects, including our ability to~~ plan for and model future ~~growth. Our limited operating experience at this scale, combined with~~growth, particularly in light of the rapidly evolving nature of the market in which we ~~sell our products and services,~~operate, substantial uncertainty concerning how these markets may develop, and other economic factors beyond our control, ~~reduces our ability to accurately forecast quarterly or annual revenue. As such, any predictions about our future revenue~~ and ~~expenses~~we may not be ~~as accurate as they would be if we had a longer operating history~~able to achieve revenue growth or ~~operated~~profitability in ~~a more developed and predictable market.~~the future. Failure to manage our future growth effectively could have an adverse effect on our business, which, in turn, could have an adverse impact on our operating results and financial condition.

In addition, we have not consistently achieved profitability on a quarterly or annual basis. For example, we recorded a net loss of $148.0 million in the six months ended June 29, 2019, and a net loss of $185.8 million for the fiscal year ended December 31, 2018. Lower levels of revenue and higher levels of operating expenses may result in limited profitability or losses in the future.

If we fail to manage our operating expenses effectively, our financial performance may be negatively impacted.

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Our success ~~also~~ depends in part on our ability to manage our operating expenses effectively. ~~Our~~Although the number of our employees increased only 5% on a year-over-year basis to 1,714 employees as of April 4, 2020, our employee headcount and the scope and complexity of our business have increased significantly ~~during~~in recent ~~years, although the number~~years. We incurred a net loss of ~~employees decreased 7% on a year-over-year basis to 1,625 employees as of June 29,~~$320.7 million in 2019. We ~~have incurred significant~~recorded net ~~losses~~income of ~~$148.0~~$20.3 million infor the ~~six~~three months ended ~~June 29, 2019, and $185.8 million and $277.2 million in 2018 and 2017, respectively.~~April 4, 2020 due to the favorable impact of non-routine tax benefits.

In addition, we are investing in areas we believe will grow revenue and our operating expenses might increase as a result of these investments. The development of our products and services is complex and costly, and we typically have several products and services in development at the same time. Our research and development efforts may require us to incur substantial expenses to support the development of our next generation devices and other new products and services. Our research and development expenses were ~~$70.9 million and $87.0~~$81.6 million for the three months ended ~~June 29, 2019~~April 4, 2020 and ~~June 30, 2018, respectively, and $148.0 million and $176.4~~$300.4 million for ~~the six months ended June 29, 2019 and June 30, 2018, respectively.~~2019.

We could also be required to continue to expand our sales and marketing, product development, and distribution functions; upgrade our business information technology systems and other processes and technology; and obtain more space for our ~~expanding workforce.~~workforce expansion. These efforts could increase the strain on our resources, and we could experience serious operating difficulties, including difficulties in hiring, training, and managing employees.

If our continued investments do not result in future revenue as expected, we may incur greater than expected losses or lower than expected profits, and our liquidity position may be ~~materially~~ adversely affected.

Conversely, in the future, we may ~~again~~ need to strategically realign our resources, adjust our product line and/or enact price reductions in order to stimulate demand, implement additional restructuring and workforce reductions, or downsize our facilities for ~~our~~a reduced workforce. Any such actions may result in the recording of special charges, including inventory-related write-offs, workforce reductions, or other restructuring costs. Additionally, our estimates with respect to the useful life or ultimate recoverability of our assets, including purchased intangible assets and tooling, could also change and result in impairment charges.

If we are unable to operate efficiently and manage our costs, we may continue to incur significant losses in the future and may not be able to achieve or maintain profitability.

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.

Some of the key components used to manufacture our products come from a limited or single source of supply. Our contract manufacturers generally purchase these components on our behalf, subject to certain approved supplier lists. We are subject to the risk of shortages and long lead times in the supply of these components and the risk that our suppliers may discontinue or modify components used in our products. In addition, the lead times associated with certain components are lengthy and preclude rapid changes in quantities and delivery schedules. We have in the past experienced and may in the future experience component shortages, and the predictability of the availability of these components may be limited. While component shortages have historically been immaterial, they could be material in the future.

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product deliveries to our customers and users. This could harm our relationships with our channel partners and users and cause delays in shipment of our products, which could adversely affect our operating results. In addition, increased component costs could result in lower gross margins. If we are unable to buy these components in quantities sufficient to meet our requirements on a timely basis, this could negatively affect our ability to deliver products and services to our customers and users, which could adversely impact our revenue, gross margins, and operating results.

Our future success depends on the continuing efforts of our key employees, including our founders, James Park and Eric N. Friedman, and on our ability to attract and retain highly skilled personnel and senior management.

Our future success depends, in part, on our ability to continue to attract and retain highly skilled personnel. In particular, we are highly dependent on the contributions of our co-founders, James Park and Eric N. Friedman, as well as other members of our management team. The loss of any key personnel could make it more difficult to manage our operations and research and development activities to deliver on our product road map, reduce our employee retention and revenue, and impair our ability to compete. Although we have generally entered into employment offer letters with our key personnel, these agreements have no specific duration and provide for at-will employment, which means they may terminate their employment relationship with us at any time.

Competition for highly skilled personnel is often intense, especially in the San Francisco Bay area where we are located, and we may incur significant costs to attract personnel. We may not be successful in attracting, integrating, or retaining qualified personnel to fulfill our current or future needs. We have from time to time experienced, and we expect to continue to experience, difficulty in hiring and retaining highly skilled employees with appropriate qualifications. Job candidates and existing employees often consider the value of the equity awards they receive in connection with their employment, and the significant decline in the price of our Class A common stock since our initial public offering may adversely affect our ability to attract or retain highly skilled employees. Fluctuations in the price of our Class A common stock may also make it more difficult or costly to use equity awards to motivate, incentivize and retain our employees. Furthermore, there can be no assurances that the number of shares reserved for issuance under our equity incentive plans will be sufficient to grant equity awards adequate to recruit new employees and to compensate existing employees. Additionally, changes in immigration laws may make it harder to attract and retain highly skilled employees. If we fail to attract new personnel or fail to retain and motivate our current personnel, our business and future growth prospects could be severely harmed.

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

In order to increase awareness of our products and services and acquire new users, we have spent, and expect to continue spending, significant amounts on advertising and other marketing campaigns in various media, such as television, cinema, print advertising, and social media. In 2018 and the six months ended June 29, 2019, advertising expenses, excluding co-op advertising and rebates which are recorded as contra-revenue, were $161.5 million and $71.2 million, respectively, representing approximately 11% and 12% of our revenue, respectively. Co-op advertising costs were $80.3 million and $35.7 million for 2018 and the six months ended June 29, 2019, respectively. A significant portion of our advertising and marketing spend is typically incurred in the fourth quarter as part of our holiday promotions, as well as when new products are released. While we seek to structure our advertising campaigns in the manner that we believe is most likely to encourage people to buy our products and services, our campaigns may be less effective than anticipated if we fail to identify advertising opportunities that satisfy our anticipated return on advertising spend or fail to accurately predict user acquisition, including the conditions and behaviors that drive user behavior. In addition, the timing of our advertising and promotional spend may impact the timing of expected sales of our products and services. Particularly during the holiday season, there is significant competition for consumer spending, and we may not realize our expected sales or recover our advertising and promotional spend if other promotions or products are more compelling. If new products do not meet customer expectations, we may not recover our advertising and promotional spend for new product introductions. If for any reason any of our advertising campaigns prove less successful than anticipated in attracting new users, we may not be able to recover our advertising spend, and our rate of user acquisition may fail to meet market expectations, either

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of which could have an adverse effect on our business. There can be no assurance that our advertising and other marketing efforts will result in increased sales of our products and services. Further, promotional activity may adversely affect our gross margin.

Our current and future products and services may experience quality problems from time to time that can result in adverse publicity, product recalls, litigation, regulatory proceedings, and warranty claims resulting in significant direct or indirect costs, decreased revenue and operating margin, and harm to our brand.

We sell complex products and services that could contain design and manufacturing defects in their materials, hardware, and firmware. These defects could include defective materials or components, or “bugs,” that can unexpectedly interfere with the products’ intended operations or cause injuries to users or property. Although we extensively test new and enhanced products and services before their release, there can be no assurance we will be able to detect, prevent, or fix all defects. For example, our products may fail to provide accurate measurements and data to all users under all circumstances, or there may be reports or claims of inaccurate measurements under certain circumstances.

Failure to detect, prevent, or fix defects, or an increase in defects, could result in a variety of consequences, including a greater number of returns of products than expected from users and retailers, increases in warranty costs, regulatory proceedings, product recalls, and litigation, which could harm our revenue and operating results. We generally provide a 45-day right of return for purchases through Fitbit.com and a 12-month limited warranty on all of our products, though warranty duration and scope may vary by jurisdiction in compliance with applicable local law. The occurrence of real or perceived quality problems or material defects in our current and future products could expose us to warranty claims in excess of our current reserves. Moreover, we may offer stock rotation rights and price protection to our distributors. If we experience greater returns from retailers or users, or greater warranty claims, in excess of our reserves, our business, revenue, gross margin, and operating results could be harmed. In addition, any negative publicity or lawsuits filed against us related to the perceived quality and safety of our products could also affect our brand and decrease demand for our products and services, adversely affecting our operating results and financial condition.

We rely on a limited number of suppliers, contract manufacturers, and logistics providers, and each of our products is manufactured by a single contract manufacturer.

We rely on a limited number of suppliers, contract manufacturers, and logistics providers. In particular, we use contract manufacturers located in Asia, and each of our products is manufactured by a single contract manufacturer. Our reliance on a limited number of suppliers and a sole contract manufacturer for each of our products presents various risks. These include the risk that in the event of an interruption from any part of our supply chain for any reason, such as a natural catastrophe, labor dispute, global disease outbreaks such as the current COVID-19 pandemic, system interruption, or actions taken in regard to increased tariffs on goods produced in certain countries such as China, we may not be able to develop an alternate source without incurring material additional costs and substantial delays. In particular, the current COVID-19 pandemic has caused, and will likely continue to cause, interruptions in the development, manufacturing (including the sourcing of key components), and shipment of our products, which could adversely impact our revenue, gross margins, and operating results. Such interruptions may be due to, among other things, temporary closures of our facilities or those of our customers, contract manufacturers, and other vendors in our supply chain; governmental restrictions on non-essential business and travel; and quarantines.

IfIn addition, if we experience a significant increase in demand, or if we need to replace an existing supplier, contract manufacturer, or logistics provider, or move our contract manufacturing to a different country, we may be unable to supplement or replace such supply, contract manufacturing, or logistics capacity on terms that are acceptable to us, which may adversely impact our ability to deliver our products to customers in a timely manner. For example, for certain of our products, it may take a significant amount of time to onboard a contract manufacturer that has the capability and resources to build the product to our specifications in sufficient volume. Identifying suitable suppliers, contract manufacturers, and logistics providers is an extensive process that requires us to become satisfied with their quality control, technical capabilities, responsiveness and service, financial stability, regulatory compliance, and labor and other ethical practices. In addition, our contract manufacturers often make significant investments to build capacity based upon our forecasted production. If we experience a significant decrease in demand as compared to our forecast, our contract manufacturers may seek to renegotiate the terms of their commitments or choose to limit or terminate their relationship with us. Accordingly, an interruption in performance by, or the loss of, any key supplier, contract manufacturer, or logistics provider could adversely impact our revenue, gross margins, and operating results.

In the event of a component shortage or supply interruption from suppliers of these components, we may not be able to develop suitable alternate sources in a timely manner. In addition, some of our suppliers, contract manufacturers, and logistics providers may have more established relationships with our competitors, and as a result of such relationships, such suppliers may choose to limit or terminate their relationship with us. Developing suitable alternate sources of supply for these components may be time-consuming, difficult, and costly and we may not be able to source these components on terms that are acceptable to us, or at all, which may adversely affect our ability to meet our requirements or to fill our orders in a timely or cost-effective manner. Any interruption or delay in the supply of any of these parts or components, or the inability to obtain these parts or components from alternate sources at acceptable prices and within a reasonable amount of time, would harm our ability to meet our scheduled product deliveries to our customers and users. This could harm our relationships with our channel partners and users and cause delays in shipment of our products, which could adversely affect our operating results. In addition, increased component costs could result in lower gross margins. If we are unable to buy these components in quantities sufficient to meet our requirements on a timely basis, this could negatively affect our ability to deliver products and services to our customers and users, which could adversely impact our revenue, gross margins, and operating results.

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Our future success depends, in part, on our ability to continue to attract and retain highly skilled personnel. In particular, we are highly dependent on the contributions of our co-founders, James Park and Eric N. Friedman, as well as other members of our management team. The loss or incapacitation of any key personnel, including as a result of COVID-19 infection, could make it more difficult to manage our operations and research and development activities to deliver on our product road map, reduce our employee retention and revenue, and impair our ability to compete. Although we have generally entered into employment offer letters with our key personnel, these agreements have no specific duration and provide for at-will employment, which means they may terminate their employment relationship with us at any time.

Competition for highly skilled personnel is often intense, especially in the San Francisco Bay area where our corporate headquarters are located, and we may incur significant costs to attract personnel. We may not be successful in attracting, integrating, or retaining qualified personnel to fulfill our current or future needs. We have from time to time experienced, and we expect to continue to experience, difficulty in hiring and retaining highly skilled employees with appropriate qualifications. Job candidates and existing employees often consider the value of the equity awards they receive in connection with their employment, and the significant decline in the price of our Class A common stock since our initial public offering may adversely affect our ability to attract or retain highly skilled employees. Fluctuations in the price of our Class A common stock may also make it more difficult or costly to use equity awards to motivate, incentivize and retain our employees. Furthermore, there can be no assurances that the number of shares reserved for issuance under our equity incentive plans will be sufficient to grant equity awards adequate to recruit new employees and to compensate existing employees. Additionally, changes in immigration laws may make it harder to attract and retain highly skilled employees. If we fail to attract new personnel or fail to retain and motivate our current personnel, our business and future growth prospects could be severely harmed.

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

In order to increase awareness of our products and services and acquire new users, we have spent, and may continue to spend, significant amounts on advertising and other marketing campaigns in various media, such as television, print advertising, and social media. In 2019 and the three months ended April 4, 2020 advertising expenses, excluding co-op advertising and rebates which are recorded as contra-revenue, were $170.4 million and $7.7 million, respectively, representing approximately 12% and 4% of our revenue, respectively. Co-op advertising costs were $89.8 million and $17.7 million for 2019 and the three months ended April 4, 2020, respectively. A significant portion of our advertising and marketing spend is typically incurred in the fourth quarter as part of our holiday promotions, as well as when new products are released. While we seek to structure our advertising campaigns in the manner that we believe is most likely to encourage people to buy our products and services, our campaigns may be less effective than anticipated if we fail to identify advertising opportunities that satisfy our anticipated return on advertising spend or fail to accurately predict user acquisition, including the conditions and behaviors that drive user behavior. In addition, the timing of our advertising and promotional spend may impact the timing of expected sales of our products and services. Particularly during the holiday season, there is significant competition for consumer spending, and we may not realize our expected sales or recover our advertising and promotional spend if other promotions or products are more compelling. If new products do not meet customer expectations, we may not recover our advertising and promotional spend for NPIs. If for any reason any of our advertising campaigns prove less successful than anticipated in attracting new users, we may not be able to recover our advertising spend, and our rate of user acquisition may fail to meet market expectations, either of which could have an adverse effect on our business. There can be no assurance that our advertising and other marketing efforts will result in increased sales of our products and services. Further, promotional activity may adversely affect our gross margin.

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We have limited control over our suppliers, contract manufacturers, and logistics providers, which subjects us to significant risks, including the potential inability to obtain or produce quality products on a timely basis or in sufficient quantity.

We have limited control over our suppliers, contract manufacturers, and logistics providers, including aspects of their specific manufacturing processes and their labor, environmental, or other practices, which subjects us to significant risks, including the following:

•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;

•risks related to the computer systems used by our suppliers, contract manufacturers, or logistic providers, such as system failures, viruses, cyberattacks, computer hackers and similar disruptions;

•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, public health issues including pandemics, 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.

If there are defects in the manufacture of our products, we may face negative publicity, government investigations, and litigation, and we may not be fully compensated by our contract manufacturers for any financial or other liability that we suffer as a result.

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, substantially all of our revenue has been derived from sales of our wearable devices, and we expect to continue to derive the substantial majority of our revenue from sales of these devices for the foreseeable future. In 2018 and 2017, we derived less than 10% of our revenue from sales of devices and software services through our Fitbit Health Solutions channel. However, in the future we plan to increase sales of devices and software services to employers, health plans and health systems through our Fitbit Health Solutions channel. For example, in September 2018, we launched Fitbit Care, a connected health platform for health plans, employers, and health systems that combines health coaching and virtual care, wearable devices, and personalized digital interventions to better support patients outside the walls of the clinical environment. If reception from employers, health plans, health systems or end users is unfavorable, or if we are unable to successfully further develop, market and sell our devices and software services through the Fitbit Health Solutions channel, we may be deprived of a potentially significant source of revenue in the future and our future growth and financial performance may be adversely affected.

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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.

To date, substantially all of our revenue has been derived from sales of our wearable devices, and we expect to continue to derive the substantial majority of our revenue from sales of these devices for the foreseeable future. In 2018, 2017 and the six months ended June 29, 2019, we derived less than 1% of our revenue from sales of our subscription-based premium services to consumers. However, in the future we plan to increase sales of subscriptions to these services. For example, in October 2017, we launched Fitbit Coach, our premium guidance and coaching paid offering, and we intend to further build out our recurring non-device revenue offerings, such as with a premium experience that offers additional features, insights and programs. If consumer reception is unfavorable or we are unable to successfully further develop, market and sell our premium services, we may be deprived of a potentially significant source of revenue in the future. In addition, sales of our premium services may lead to additional sales of our wearable devices and user engagement with our platform. As a result, our future growth and financial performance may depend, in part, on our ability to sell more subscriptions to our premium services.

If new tariffs or other restrictions are placed on our products imported into the United States from China or any related counter-measures are taken by China, it could have a material adverse impact on our business.

In general, our products are assembled in China by contract manufacturers using components sourced from suppliers worldwide, making the pricing and availability of our products susceptible to international trade risks. In 2018, the United States imposed additional duties, ranging from 10% to 25%, on a variety of goods imported from China. While these tariffs did not affect our products, in May 2019, the United States proposed an additional tariff of up to 25% on essentially all remaining Chinese-origin imports, which likely would cover our products. Imposition of the latest proposed tariffs was suspended after a June 2019 meeting between U.S. and Chinese leaders. However, on August 1, 2019, the Trump Administration announced that it currently plans to go forward with additional tariffs of 10% on the products subject to the May proposal, effective September 1, 2019.

If tariffs covering our products are imposed and we are unable to obtain an exception, it could have a material adverse impact on our business. For example, additional tariffs imposed by the United States, and any related counter-measures by China, could increase our cost of goods and reduce our gross margins. The tariffs may require us to raise the prices of our products, which could drive down demand. Increased tariffs or other trade actions may also require us to relocate assembly operations or otherwise modify our sourcing strategies or other business practices, which could be costly and cause disruption to our business. If we are not successful in mitigating the effects of any tariffs or trade actions, our revenue, gross margins, and operating results may be adversely affected.

~~We are, and may in the future, be subject to claims and lawsuits alleging that our products fail to provide accurate measurements and data to our users.~~

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

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~~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 business is subject to significant pressure on pricing and costs caused by many factors, including intense competition, new product introductions, the cost of components used in our products, labor costs, constrained sourcing capacity, inflationary pressure, pressure from users to reduce the prices we charge for our products and services, warranty claims, and changes in consumer demand. Costs for our manufactured products and the components used to make our products are affected by, among other things, energy prices, consumer demand, fluctuations in commodity prices and currency, tariffs, and other factors that are generally unpredictable and beyond our control. Any change to pricing and costs could have an adverse effect on, among other things, our average selling price, the cost of our products, gross margins, operating results, financial condition, and cash flows. Moreover, if we are unable to offset any decreases in our average selling price by increasing our sales volumes or by adjusting our product mix, or if our sales volume declines and we are not able to reduce our costs, our operating results and financial condition may be harmed.

A substantial portion of our expenses are personnel related and include salaries, stock-based compensation, and benefits, which are not seasonal in nature. Accordingly, in the event of revenue shortfalls, we are generally unable to mitigate a negative impact on operating margins in the short term. To the extent such revenue shortfalls recur in future periods, our operating results would be harmed.

~~Our success depends on our ability to maintain our brand. If events occur that damage our brand, our business and financial results may be harmed.~~

Our success depends on our ability to maintain the value of the “Fitbit” brand. The “Fitbit” name is integral to our business as well as to implementation of our strategies for expanding our business. Maintaining, promoting, and positioning our brand depends largely on the success of our marketing and merchandising efforts; our ability to provide consistent, high quality products and services; our ability to successfully secure, maintain, and defend our rights to use the “Fitbit” mark and other trademarks important to our brand; and our ability to maintain a consistently high level of customer service. Our brand could be harmed if we fail to achieve these objectives and by any associated negative publicity.

The unlawful actions of third parties can harm our brand. The popularity of the “Fitbit” name makes it a target for counterfeiting or imitation. In recent years there has been an increase in third parties attempting to sell counterfeit and “knock-off” devices that try to replicate our products and that may infringe on our intellectual property.

Fitbit products may also be diverted or misappropriated from our authorized retailers, distributors, and other business partners and sold on the “gray market.” Gray market products result in shadow inventory that is not visible to us, making it difficult to forecast demand accurately. Also, gray market products are often heavily discounted, which adversely affects demand for devices sold by us and by our channel partners and negatively impacts our margins. In addition, gray market activities may result in customer satisfaction issues as devices purchased outside our authorized sales channels may be substandard, including those that have been designated for scrap, altered, mishandled, damaged, or previously used. Further, gray market products may not be eligible for warranty replacement, which can erode customer satisfaction.

Any occurrence of counterfeiting, imitation, gray market sales, or other confusion with our brand could adversely affect our reputation, place negative pricing pressure on our products, reduce sales of our products, and impair the value of our brand. Additionally, counterfeit and unauthorized grey market sales may result in secondary warranty replacement and service costs. Maintaining, protecting, and enhancing our brand may require us to make substantial investments, which may not be successful. If we fail to effectively maintain, promote, and position our brand and protect our reputation, or if we incur significant expenses in this effort, our business, financial condition, and operating results may be adversely affected.

Any insolvency, credit problems, or other financial difficulties impacting our retailers and distributors could expose us to financial risk.

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Some of our retailers and distributors have experienced, ~~and~~and/or may continue or begin to experience, including as a result of adverse impacts associated with the COVID-19 pandemic, insolvency, credit challenges, or other financial difficulties that

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could expose us to significant financial risk. ~~In addition, if~~A decline in the liquidity or credit capacity of any retailer or distributor ~~declines due~~may impede their ability to ~~deterioration~~sell our products and may also cause delays in ~~their financial condition~~payment of, or ~~increases in~~an inability to pay, their outstanding ~~payable balance~~balances to us, ~~we may be subject to additional financial risk. Financial difficulties of our retailers and distributors~~which could ~~also impede their effectiveness and~~ expose us to ~~risks if they are unable to pay for the products they purchase from us.~~financial risk. For example, Wynit Distribution, LLC, historically our largest customer, filed for bankruptcy protection in September 2017, which caused us to incur $7.6 million in net bad debt expenses and $1.4 million in net cost of revenues in 2017. Credit and financial difficulties of our retailers and distributors may also lead to a reduction in sales, price reductions, increased returns of our products, and adverse effects on our brand and operating results.

We maintain credit insurance for the majority of our customer balances, perform ongoing credit evaluations of ~~customers,~~retailers and distributors, and maintain allowances for potential credit losses on ~~customers’~~customer accounts when deemed necessary. We may not have sufficient insurance coverage to cover losses resulting from the credit and financial difficulties of retailers and distributors. ~~These difficulties~~In addition, deteriorations in the financial conditions of retailers and distributors and/or general economic conditions, including as a result of the COVID-19 pandemic, may ~~further~~ lead to an increase in our credit insurance premiums and make it more difficult or impossible to obtain sufficient coverage, which could increase our exposure and result in increased bad debt expense or additional write-offs. Any reduction in sales by our current retailers or distributors, loss of large retailers or distributors, or decrease in revenue from our retailers or distributors could adversely affect our revenue, operating results, and financial condition.

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

We primarily sell our products through retailers and distributors and depend on these third parties to sell and market our products to consumers. Any changes to our current mix of retailers and distributors could adversely affect our gross margin and could negatively affect both our brand image and our reputation. Our sales depend in part on retailers adequately displaying our products, including providing attractive space and point of purchase displays in their stores, and training their sales personnel to sell our products. Our retailers also often offer products and services of our competitors. If our retailers and distributors are not successful in selling our products, overestimate demand for our products, or promote competing products and services more effectively than our products and services, our revenue would decrease and our gross margins could decline due to increased product returns or price protection claims. In addition, our success in expanding and entering into new markets internationally will depend on our ability to establish relationships with new retailers and distributors. We also sell and will need to continue to expand our sales through online retailers, such as Amazon.com, and through our direct channel, Fitbit.com, as consumers increasingly make purchases online. If we do not maintain our relationship with existing retailers and distributors or develop relationships with new retailers and distributors, our ability to sell our products and services could be adversely affected and our business may be harmed. Additionally, the businesses of our retailers and distributors have suffered, and may continue to suffer, as a result of the current COVID-19 outbreak which may impact their ability to sell and market our products and services to customers or cause delays in the delivery of our products due to the prioritization of the shipment of other goods.

In ~~2018~~2019 and ~~the six months ended June 29, 2019,~~2018, our five largest retailers and distributors accounted for approximately 42% ~~and 39%, respectively,~~ of our ~~revenue.~~revenue during each period. Of these retailers and distributors, D&H Distribution Company accounted for approximately 11% and 10% of our revenue in 2019 and 2018, respectively, and Amazon.com ~~each~~ accounted for approximately 10% of our revenue ~~for 2018,~~in both 2019 and ~~Amazon.com~~2018. No other retailers or distributors accounted for ~~approximately 11%~~10% or more of our revenue ~~for the three months ended June 29, 2019. No retailer or distributor accounted for over 10% of our revenue for the six months ended June 29, 2019.~~during these periods. The loss of, or reduction in business with, one or more of our large retailers or distributors could have a significant adverse impact on our operating results. For example, Wynit, historically our largest customer at the time, filed for bankruptcy protection in September 2017. While we have agreements with these large retailers and distributors, these agreements do not require them to purchase any meaningful amount of our products.

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

The electronics retail and sporting goods markets in some countries, including the United States, our largest market, are dominated by a few large retailers with many stores. These retailers have in the past increased their market share and may continue to do so in the future by expanding through acquisitions and construction of additional stores. This can further concentrate our

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credit risk to a relatively small number of retailers, and, if any of these retailers experience credit or liquidity issues, it would increase the risk that our receivables from these customers may not be paid. In addition, increasing market share concentration among one or a few retailers in a particular country or region increases the risk that if any one of them substantially reduces their purchases of our wearable devices, we may be unable to find a sufficient number of other retail outlets for our products to sustain the same level of sales. These situations also may result in pricing pressure to us. Any reduction in sales by our retailers would adversely affect our revenue, operating results, and financial condition.

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To date, substantially all of our revenue has been derived from sales of our wearable devices, and we expect to continue to derive the substantial majority of our revenue from sales of these devices for the foreseeable future. In 2019, 2018 and 2017, we derived less than 10% of our revenue from sales of devices and software services through our Fitbit Health Solutions channel, through which we offer devices and software services to employers, health plans and health systems. However, in the future we plan to increase sales through this channel. For example, in September 2018, we launched Fitbit Care, a connected health platform that combines health coaching and virtual care, wearable devices, and personalized digital interventions to better support patients outside the walls of the clinical environment. If reception from employers, health plans, health systems or end users is unfavorable, or if we are unable to successfully further develop, market and sell our devices and software services through the Fitbit Health Solutions channel, we may be deprived of a potentially significant source of revenue in the future and our future growth and financial performance may be adversely affected.

To date, substantially all of our revenue has been derived from sales of our wearable devices, and we expect to continue to derive the substantial majority of our revenue from sales of these devices for the foreseeable future. In 2019, 2018 and 2017, we derived less than 5% of our revenue from sales of our subscription-based premium services to consumers. However, in the future we plan to increase sales of subscriptions to these services. For example, in the third quarter of 2019, we launched Fitbit Premium, a paid subscription service that delivers a personalized experience with guidance and coaching, and added content to that service in the first quarter of 2020. If consumer reception is unfavorable or we are unable to successfully further develop, market and sell our premium services, we may be deprived of a potentially significant source of revenue in the future and our growth and financial performance may be adversely affected.

If additional tariffs on Chinese-origin goods are imposed, related countermeasures are taken by China, or we experience supply chain transformation setbacks, it could have an adverse impact on our business.

Certain of our manufacturing operations are located in China, making the pricing and availability of our products susceptible to international trade risks. In 2018, the United States imposed additional duties under Section 301 of the U.S. Trade Act of 1974, ranging from 10% to 25%, on a variety of goods imported from China. While these tariffs initially did not affect our products, in May 2019, the United States proposed to place tariffs on essentially all remaining Chinese-origin imports. Subsequently, the Trump Administration announced that 15% tariffs would be imposed on a subset of these goods, including wearable devices, which went into effect September 1, 2019. These tariffs were reduced to 7.5% on February 14, 2020.

We began exploring possibilities to mitigate the impact of tariffs in 2018, in response to the Trump Administration's concerns regarding China and the ongoing tariff threat. We have made changes to our supply chain and manufacturing operations to significantly reduce our exposure to tariffs on Chinese-origin products. We were also granted an exclusion from the existing Section 301 tariffs on our Chinese-origin products, effective through September 1, 2020. However, if additional tariffs are imposed, related countermeasures are taken by China, or we experience setbacks in our supply chain transformation efforts, our revenue, gross margins, and operating results may be adversely affected.

We are, and may in the future be, subject to claims and lawsuits alleging that our products fail to provide accurate measurements and data to our users.

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

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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 business is subject to significant pressure on pricing and costs caused by many factors, including intense competition, NPIs, the cost of components used in our products, labor costs, constrained sourcing capacity, inflationary pressure, pressure from users to reduce the prices we charge for our products and services, warranty claims, changes in consumer demand, and impacts of the recent COVID-19 pandemic. Costs for our manufactured products and the components used to make our products are affected by, among other things, energy prices, consumer demand, fluctuations in commodity prices and currency, tariffs, and other factors that are generally unpredictable and beyond our control. Any change to pricing and costs could have an adverse effect on, among other things, our average selling price, the cost of our products, gross margins, operating results, financial condition, and cash flows. Moreover, if we are unable to offset any decreases in our average selling price by increasing our sales volumes or by adjusting our product mix, or if our sales volume declines and we are not able to reduce our costs, our operating results and financial condition may be harmed.

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.

Fitbit products and components may also be diverted or misappropriated from our contract manufacturers, distributors, authorized retailers, and other business partners and sold on the “gray market.” Gray market products result in shadow inventory that is not visible to us, making it difficult to forecast demand accurately. Also, gray market products are often heavily discounted, which adversely affects demand for devices sold by us and by our channel partners and negatively impacts our margins. In addition, gray market activities may result in customer satisfaction issues as devices purchased outside our authorized sales channels may be substandard, including those that have been designated for scrap, altered, mishandled, damaged, or previously used.Further, gray market products may not be eligible for warranty replacement, which can erode customer satisfaction.

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.

Our revenue and operating results are affected by general seasonal spending trends associated with holidays. For example, our fourth quarter has typically been our strongest quarter in terms of revenue and operating income, reflecting our historical strength in sales during the holiday season. We generated approximately ~~38%~~35%, ~~35%~~38% and ~~26%~~35% of our full year revenue during the fourth quarters of 2019, 2018 ~~2017~~ and ~~2016,~~2017, respectively. Accordingly, any shortfall in expected fourth quarter revenue would adversely affect our annual operating results, as well as our cash flow. We may also experience excess inventory levels

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or a shortage of products available for sale if we fail to accurately forecast consumer demand for the holiday season. In addition, revenue for our Fitbit Health Solutions channel is affected by seasonal trends associated with the health-care industry. For example, medical benefit plans typically start at the beginning of the calendar year, which may drive sales through the Fitbit Health Solutions channel in our first quarter.

Furthermore, our growth rate in recent years may obscure the extent to which seasonality trends have affected our business and may continue to affect our business. Accordingly, yearly or quarterly comparisons of our operating results may not be useful, and our results in any particular period will not necessarily be indicative of the results to be expected for any future period. Seasonality in our business can also be significantly impacted by the introduction of new or enhanced products and services, including the costs associated with such introductions.

We collect, store, process, and use personal information and other customer data, which subjects us to governmental regulation and other legal obligations related to privacy, information security, and data protection, and any security breaches or our actual or perceived failure to comply with such legal obligations could harm our business.

We collect, store, process, and use personal information and other user data, and we rely on third parties that are not directly under our control to do so. Data may also be shared as described in our privacy policy. Our users’ exercise and activity-related data and other personal information may include, among other information, names, addresses, phone numbers, email addresses, payment account information, height, weight, and information such as heart rates, sleeping patterns, GPS-based location, and activity patterns.

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

Depending on the nature of the information compromised, in the event of a data breach or other unauthorized access to or acquisition of our user data, we may also have obligations to notify users about the incident and we may need to provide some form of remedy, such as a subscription to a credit monitoring service, for the individuals affected by the incident. A growing number of legislative and regulatory bodies have adopted consumer notification requirements in the event of unauthorized access to or acquisition of certain types of personal data. Such breach notification laws continue to evolve and may be inconsistent from one

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jurisdiction to another. Complying with these obligations could cause us to incur substantial costs and could increase negative publicity surrounding any incident that compromises user data. Our users may also inadvertently disclose or lose control of their passwords, creating the perception that our systems are not secure against third-party access. While we maintain insurance coverage that, subject to policy terms and conditions and a significant self-insured retention, is designed to address certain aspects of cyber risks, such insurance coverage may be insufficient to cover all losses or all types of claims that may arise in the event we experience a security breach. In addition, any such security breaches may result in negative publicity, adversely affect our brand, decrease demand for our products and services, and adversely affect our operating results and financial condition.

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.

We are or may become subject to a variety of laws and regulations in the United States and abroad regarding privacy, data protection, and data security. These laws and regulations are continuously evolving and developing. The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be conflicting, particularly with respect to foreign laws.

In particular, there are numerous U.S. federal, state, and local laws and regulations and foreign laws and regulations regarding privacy and the collection, sharing, use, processing, disclosure, and protection of personal data. Such laws and regulations often have changes in scope, may be subject to differing interpretations, and may be inconsistent among different jurisdictions. For example, the GDPR, which became effective in May 2018, includes operational requirements for companies

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that receive or process personal data of residents of the European Union that are broader and more stringent than those previously in place in the European Union. The GDPR includes significant penalties for non-compliance, including fines of up to €20 million or 4% of total worldwide revenue. Additionally, ~~in June 2018,~~ California has enacted the CCPA, which ~~becomes~~became effective in January ~~2020.~~2020 but remains subject to further rulemaking. The CCPA ~~will require~~requires covered companies to provide California consumers with new disclosures and ~~will expand~~expands the rights afforded consumers regarding their data. ~~Fines for noncompliance may be up to $7,500 per violation. The CCPA is subject to proposed amendments and accordingly we cannot yet predict its potential impact on our business or operations.~~

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

Certain privacy laws and regulations also apply to the collection of personal information from children, including the Children’s Online Privacy Protection Act ~~(COPPA)~~in the United States and the GDPR. In ~~the first quarter of~~ 2018, we introduced Fitbit Ace, our first activity tracker designed for children, and in 2019, we introduced Fitbit Ace 2, our tracker for children ages 86 and ~~up and~~older for use with ~~and~~ Fitbit family accounts.

Certain health-related laws and regulations such as the Health Insurance Portability and Accountability Act of 1996, or HIPAA, and the Health Information Technology for Economic and Clinical Health Act, or HITECH, may also have an impact on our business. For example, we offer HIPAA-compliant capabilities to certain customers of our corporate wellness offerings who are “covered entities” under HIPAA, which may include our execution of HIPAA Business Associate Agreements, or BAAs, with such covered entities. In addition, changes in applicable laws and regulations may result in the user data we collect being deemed protected health information under HIPAA and HITECH. Furthermore, because we accept payment via credit cards, we are subject to payment card association operating rules and certification requirements, including the Payment Card Industry Data Security

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Standard, or PCI DSS. If we are unable to comply with the applicable privacy and security requirements under HIPAA, HITECH, or PCI DSS, or we fail to comply with BAAs that we enter into with covered entities, we could be subject to claims, legal liabilities, penalties, fines, and negative publicity, which could harm our operating results.

Governments are continuing to focus on privacy and data security, and it is possible that new privacy or data security laws will be ~~passed~~enacted or existing laws will be amended in a way that is material to our business. Any significant change to applicable laws, regulations, or industry practices regarding our users’ data could require us to modify our services and features, possibly in a material manner, and may limit our ability to develop new products, services, and features. Although we have made efforts to design our policies, procedures, and systems to comply with the current requirements of applicable state, federal, and foreign laws, changes to applicable laws and regulations in this area could subject us to additional regulation and oversight, any of which could significantly increase our operating costs.

We strive to comply with all applicable laws, policies, legal obligations, and industry codes of conduct relating to privacy, data security, and data protection. The costs of compliance with, and other burdens imposed by, the GDPR, CCPA, HIPAA, and similar laws may limit the use and adoption of our products and services, and/or require us to incur substantial compliance costs, which could have an adverse impact on our business. In addition, given that the scope, interpretation, and application of these laws and regulations are often uncertain and may be conflicting, it is possible that these obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. Any failure or perceived failure by us or third-party service-providers to comply with our privacy or security policies or privacy-related legal ~~obligations;~~obligations, the failure or perceived failure by third-party apps with which our users choose to share their Fitbit data to comply with their privacy policies or privacy-related legal obligations as they relate to the Fitbit data shared with ~~them;~~them, or any compromise of security that results in the unauthorized release or transfer of personal data, may result in governmental enforcement actions, litigation, damages, penalties, and negative publicity, and could also have an adverse effect on our brand and operating results.

Cybersecurity risks could adversely affect our business and disrupt our operations.

The threats to network and data security are increasingly diverse and sophisticated. Despite our efforts and processes to prevent breaches, our devices, as well as our servers, computer systems, and those of third parties that we use in our operations,

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are vulnerable to cybersecurity risks, including cyber-attacks such as viruses and worms, phishing attacks, denial-of-service attacks, physical or electronic break-ins, employee theft or misuse, and similar disruptions from unauthorized tampering with our servers and computer systems or those of third parties that we use in our operations. These threats may be increased due to the work-from-home policies implemented by us and certain of our business partners as a result of mitigation measures related to the COVID-19 pandemic. These attacks could lead to interruptions, delays, loss of critical data, unauthorized access to user data, and loss of consumer confidence. In addition, we may be the target of email scams that attempt to acquire personal information or company assets. Despite our efforts to create security barriers to such threats, we may not be able to entirely mitigate these risks. Any cyber-attack that attempts to obtain our or our users’ data and assets, disrupt our service, or otherwise access our systems, or those of third parties we use, if successful, could adversely affect our business, operating results, and financial condition, be expensive to remedy, and damage our reputation. In addition, any such breaches may result in negative publicity, adversely affect our brand, decrease demand for our products and services, and adversely affect our operating results and financial condition.

Any material disruption of our information technology systems, or those of third-party partners and data center providers, could materially damage user and business partner relationships and subject us to significant reputational, financial, legal, and operational consequences.

We depend on our information technology systems, as well as those of third parties, to develop new products and services, operate our website, host and manage our services, store data, process transactions, respond to user inquiries, and manage inventory and our supply chain. Any material disruption or slowdown of our systems or those of third parties whom we depend upon, including a disruption or slowdown caused by our failure to successfully manage significant increases in user volume or successfully upgrade our or their systems, system failures, or other causes, could cause outages or delays in our services, which could harm our brand

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and adversely affect our operating results. In addition, such disruption could cause information, including data related to orders, to be lost or delayed which ~~could---especially~~could—especially if the disruption or slowdown occurred during the holiday ~~season---result~~season—result in delays in the delivery of products to stores and users or lost sales, which could reduce demand for our merchandise, harm our brand and reputation, and cause our revenue to decline. Our e-commerce platform, analytics capabilities and core Fitbit web and mobile application experiences are powered by systems that reside in cloud infrastructure environments. Should one of those providers experience a catastrophic event in their ecosystem of cloud data centers, capacity will become constrained in other centers as their clients work to bring up systems in new locations. In the event our location was impacted, we would require this constrained capacity to bring our business critical and customer facing services back online, or if other centers were impacted, our ability to add capacity in our center may be constrained due to this increased demand from other clients. This would be problematic only if we needed to scale our systems to meet increased demand during the same time period. Problems with our third-party data center service providers, the telecommunications network providers with whom they contract, or with the systems by which telecommunications providers allocate capacity among their users could adversely affect the experience of our users. Our third-party data center service providers could decide to close their facilities or cease providing us services without adequate notice. Any changes in third-party service levels at our data centers or any errors, defects, disruptions, or other performance problems with our platform could harm our brand and may damage the data of our users. If changes in technology cause our information systems, or those of third parties whom we depend upon, to become obsolete, or if our or their information systems are inadequate to handle our growth, we could lose users and our business and operating results could be adversely affected.

Our failure or inability to protect our intellectual property rights, or claims by others that we are infringing upon or unlawfully using their intellectual property, could diminish the value of our brand and weaken our competitive position, and adversely affect our business, financial condition, operating results, and prospects.

We currently rely on a combination of patent, copyright, trademark, trade secret, and unfair competition laws, as well as confidentiality agreements and procedures and licensing arrangements, to establish and protect our intellectual property rights. We have devoted substantial resources to the development of our proprietary technologies and related processes. In order to protect our proprietary technologies and processes, we rely in part on trade secret laws and confidentiality agreements with our employees, licensees, independent contractors, commercial partners, and other advisors. These agreements may not effectively prevent disclosure of confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. We cannot be certain that the steps taken by us to protect our intellectual property rights will be adequate to prevent infringement of such rights by others, including imitation of our products and misappropriation of our brand. Additionally, the process of obtaining patent or trademark protection is expensive and time-consuming, and we may not be able to file, apply for, or prosecute all necessary or desirable patent applications or trademark applications at a reasonable cost or in a timely manner. We have obtained and applied for U.S. and foreign trademark registrations for the “Fitbit” brand and a variety of our product names, and we will continue to evaluate the registration of additional trademarks as appropriate. However, we cannot guarantee that any of our pending trademark or patent applications will be approved by the applicable

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governmental authorities. Moreover, intellectual property protection may be unavailable or limited in some foreign countries where laws or law enforcement practices may not protect our intellectual property rights as fully as in the United States, and it may be more difficult for us to successfully challenge the use of our intellectual property rights by other parties in these countries. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and our failure or inability to obtain or maintain trade secret protection or otherwise protect our proprietary rights could adversely affect our business.

We are and may in the future be subject to patent infringement and trademark claims and lawsuits in various jurisdictions, and we cannot be certain that our products or activities do not violate the patents, trademarks, or other intellectual property rights of third-party claimants. Companies in the technology industry, and other patent, copyright, and trademark holders seeking to profit from royalties in connection with grants of licenses, own large numbers of patents, copyrights, trademarks, domain names, and trade secrets and frequently commence litigation based on allegations of infringement, misappropriation, or other violations of intellectual property or other rights. Companies and individuals may also be subject to criminal prosecution for trade secret theft under 18 U.S.C. section 1832. ~~As we face increasing competition, the intellectual property rights claims against us and asserted by us have grown and will likely continue to grow.~~ For example, we have been involved in litigation with Jawbone, as well as in a related federal criminal investigation concerning alleged theft of Jawbone’s trade secrets, which is described in Note 6 of the “Notes to ~~Condensed~~ Consolidated Financial Statements” included elsewhere in this Quarterly Report on Form 10-Q. On June 14, 2018, the six former Jawbone employees who were named as individual defendants in the state trade secret case were charged in a federal indictment with being in possession of certain Jawbone trade secrets.

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We intend to vigorously defend and prosecute litigation matters against us. Litigation is inherently uncertain, and any judgment or injunctive relief entered against us or any adverse settlement could materially and adversely impact our business, financial condition, operating results, and prospects. In addition, litigation can involve significant management time and attention and can be expensive, regardless of outcome. During the course of these litigation matters, there may be announcements of the results of hearings and motions, and other interim developments related to the litigation matters. If securities analysts or investors regard these announcements as material and negative, the market price of our Class A common stock may decline.

Further, from time to time, we have received and may continue to receive letters from third parties alleging that we are infringing upon their intellectual property rights. Successful infringement claims against us could result in significant monetary liability, prevent us from selling some of our products and services, or require us to change our technology, design, or branding. In addition, resolution of claims may require us to redesign our products, license rights from third parties at a significant expense, or cease using those rights altogether. We have also in the past and may in the future bring claims against third parties for infringing our intellectual property rights. Costs of supporting such litigation and disputes may be considerable, and there can be no assurances that a favorable outcome will be obtained. Patent infringement, trademark infringement, trade secret misappropriation, and other intellectual property claims and proceedings brought against us or brought by us, whether successful or not, could require significant attention of our management and resources and have in the past and could further result in substantial costs, harm to our brand, and have an adverse effect on our business.

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

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

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

We may experience difficulties managing our cloud infrastructure migration.

~~We recently~~In 2018 we announced our move to the Google Cloud Platform. Cloud infrastructure migrations are complex, time-consuming, and can involve substantial expenditures. Our cloud service is critical to developing and providing products and services to our customers, scaling our business for future growth, accurately maintaining data, and otherwise operating our

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business. Any such implementation involves risks inherent in the conversion to a new system, including loss of information; potential disruption to our normal operations; and deficiencies in our design, implementation or maintenance of the system, which could adversely affect our business.

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.

The market for wearable devices, which includes both health and fitness trackers and smartwatches, is still evolving and it is uncertain whether wearable devices will sustain high levels of demand and wide market acceptance. Our success will depend

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to a substantial extent on the willingness of people to widely adopt these products and services. Adoption of our products and services depends in part on the increasing prevalence of wearable devices driven by the introduction of new form factors, related software services and other offerings. However, it is not certain whether consumers will respond to these new form factors, software services and other offerings, and if our offerings fail to satisfy consumer preferences, our business may be adversely affected.

Furthermore, some individuals may be reluctant or unwilling to use wearable devices due to concerns regarding data privacy and security. If the wider public does not perceive the benefits of our wearable devices or chooses not to adopt them as a result of concerns regarding privacy or data security or for other reasons, then the market for these products and services may not further develop, may develop more slowly than we expect, may not achieve the growth potential we expect, or the growth may not be sustained, any of which would adversely affect our operating results. The development and growth of this market may not be sustained.

~~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 active user metric tracks the first instance of a Fitbit device (excluding Aria, Aria 2, Flyer and other accessories) pairing to a user account during the three months ending on the date of measurement, as well as a Fitbit user who previously activated another Fitbit device to his or her account.

The active user metric is only an indicator of potential repeat behavior. Actual repeat purchase behavior may depend on a number of factors, including but not limited to our ability to anticipate and satisfy consumer preferences. Therefore, you should not rely on our active user metric as a guarantee of repeat purchase behavior. Further, we do not believe that the active user metric has a direct effect on our revenue and operating results since substantially all of our revenue to date has been derived from sales of our wearable devices. However, we believe the size of our active user population is a potential indicator of future demand from repeat buyers for our devices and for other future monetization opportunities such as software services or coaching revenue.

See the section entitled, “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Key Business Metrics” in our Annual Report on Form 10-K for additional information.

Our business and products are subject to a variety of additional U.S. and foreign laws and regulations that are central to our business; our failure to comply with these laws and regulations could harm our business or our operating results.

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

The manufacturing, labeling, distribution, importation, marketing, and sale of our products are subject to extensive regulation by various U.S. state and federal and foreign agencies, including the U.S. Consumer Product Safety Commission, or CPSC, FTC, the U.S. Food and Drug Administration, or FDA, the Federal Communications Commission, and state attorneys general, as well as by various other federal, state, provincial, local, and international regulatory authorities in the countries in which our products and services are manufactured, distributed marketed or sold. If we fail to comply with any of these regulations, we could become subject to enforcement actions or the imposition of significant monetary fines, other penalties, or claims, which could harm our operating results or our ability to conduct our business.

The global nature of our business operations also ~~create~~creates various domestic and foreign regulatory challenges and ~~subject~~subjects us to laws and regulations such as the U.S. Foreign Corrupt Practices Act, or FCPA, the U.K. Bribery Act, and similar anti-bribery and anti-corruption laws in other jurisdictions, and our products are also subject to U.S. export controls, including the U.S. Department of Commerce’s Export Administration Regulations and various economic and trade sanctions regulations established by the Treasury Department’s Office of Foreign Assets Controls. If we become liable under these laws or regulations, we may be

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forced to implement new measures to reduce our exposure to this liability. This may require us to expend substantial resources or to discontinue certain products or services, which would negatively affect our business, financial condition, and operating results. In addition, the increased attention focused upon liability issues as a result of lawsuits, regulatory proceedings, and legislative proposals could harm our brand or otherwise impact the growth of our business. Any costs incurred as a result of compliance or other liabilities under these laws or regulations could harm our business and operating results.

Our international operations subject us to additional costs and risks, and our continued expansion internationally may not be successful.

We have entered into many international markets in a relatively short time and may enter into additional markets in the future. Outside of the United States, we currently have operations in Australia and a number of countries in Asia and Europe. There are significant costs and risks inherent in conducting business in international markets, including:

•establishing and maintaining effective controls at foreign locations and the associated increased costs;

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•adapting our technologies, products, and services to non-U.S. consumers’ preferences and customs;

•restrictions on international travel due to the COVID-19 pandemic;

•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.

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

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

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internationally and manage the complexity of our global operations successfully, our financial condition and operating results could be adversely affected.

Our Aria scales are subject to FDA and corresponding regulations, and sales of this product or future regulated products could be adversely affected if we fail to comply with the applicable requirements.

Medical devices, including our Aria scales, are regulated by the FDA and corresponding state regulatory agencies in the United States and separate governmental authorities outside of the United States, and we may have future software features or hardware products that are regulated as medical devices by the FDA. In the United States, the medical device industry is regulated by governmental authorities, principally the FDA and corresponding state regulatory agencies. Before we can market or sell a new regulated product or make a significant modification to an existing medical device in the United States, we must comply with FDA Quality Management System regulations, and must obtain regulatory clearance or approval from the FDA, unless an exemption from pre-market review applies. In addition, certain future software functionality, whether standalone or embedded in existing or future devices, may be regulated as a medical device and require pre-market review and clearance or approval by the FDA. The process of obtaining regulatory clearances or approvals to market a medical device can be costly and

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time consuming, and we may not be able to obtain these clearances or approvals on a timely basis, or at all, for future products. Any delay in, or failure to receive or maintain, clearance or approval for any medical device products under development could prevent us from generating revenue from these products.

Medical devices are also subject to numerous ongoing compliance requirements under the regulations of the FDA and corresponding state regulatory agencies, which can be costly and time consuming. For example, under FDA regulations medical device manufacturers are required to, among other things, (i) establish a quality management system to help ensure that their products consistently meet applicable requirements and specifications, (ii) establish and maintain procedures for receiving, reviewing, and evaluating complaints, (iii) establish and maintain a corrective and preventive action procedure, (iv) report certain device-related adverse events and product problems to the FDA, and (v) report to the FDA the removal or correction of a distributed product. If we experience any product problems requiring reporting to the FDA or if we otherwise fail to comply with applicable FDA regulations or the regulations of corresponding state regulatory agencies, with respect to our Aria scales or future regulated products, we could jeopardize our ability to sell our products and could be subject to enforcement actions such as fines, civil penalties, injunctions, recalls of products, delays in the introduction of products into the market, and refusal of the FDA or other regulators to grant future clearances or approvals, which could harm our reputation, business, operating results, and financial condition.

In addition, in the United States, the FDA has taken the position that device manufacturers are prohibited from promoting their products other than for the uses and indications set forth in the approved product labeling, and any failure to comply could subject us to significant civil or criminal exposure, administrative obligations and costs, and/or other potential penalties from, and/or agreements with, the federal government.

Government regulations outside the United States have, and may continue to, become increasingly stringent and common. In the European Union, for example, the European Union Medical Device Regulation was published in 2017 and, when it enters into full force in 2020, will include significant additional ~~premarket~~pre-market and post-market requirements. Penalties for regulatory non-compliance could be severe, including fines and revocation or suspension of a company’s business license, mandatory price reductions, and criminal sanctions. Future laws and regulations may have ~~a material~~an adverse effect on us.

~~An economic downturn or economic uncertainty may adversely affect consumer discretionary spending and demand for our products and services.~~

Our products and services may be considered discretionary items for consumers. Factors affecting the level of consumer spending for such discretionary items include general economic conditions, consumer confidence in future economic conditions, fears of recession, the availability and cost of consumer credit, levels of unemployment, and tax rates. As global economic conditions

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continue to be volatile or economic uncertainty remains, including economic conditions resulting from recent volatility in European markets, trends in consumer discretionary spending also remain unpredictable and subject to reductions. Unfavorable economic conditions may lead consumers to delay or reduce purchases of our products and services and consumer demand for our products and services may not grow as we expect. Our sensitivity to economic cycles and any related fluctuation in consumer demand for our products and services may have an adverse effect on our operating results and financial condition.

Our financial performance is subject to risks associated with changes in the value of the U.S. dollar versus local currencies.

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

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

U.S. federal income tax reform and changes in other tax laws could adversely affect us.

In December 2017, U.S. federal tax legislation commonly referred to as the Tax Cuts and Jobs Act, or the 2017 Tax Act, was signed into law, significantly reforming the Internal Revenue Code of 1986, as amended, or the Code. The 2017 Tax Act, among other things, includes changes to U.S. federal tax rates, imposes significant additional limitations on the deductibility of business interest, allows for the expensing of capital expenditures, puts into effect the migration from a “worldwide” system of taxation to a partial “territorial” system, and modifies or repeals many business deductions and credits.

In March 2020, U.S. federal tax legislation named the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act, was signed into law. Such legislation modified the 2017 Tax Act by, among other things, eliminating the limitation on the deduction of net operating losses to 80% of current year taxable income for tax years beginning before January

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1, 2021, increasing the amount of interest expense that may be deducted from 30% to 50% of adjusted taxable income for tax years beginning in 2019 or 2020, and permitting the carryback of net operating losses incurred in tax years beginning in 2018-2020.

The 2017 Tax Act is a far-reaching and complex revision to the U.S. federal income tax laws with disparate and, in some cases, countervailing impacts on different categories of taxpayers and industries. The long-term impact of the 2017 Tax Act, as modified by the CARES Act, on the overall economy, the industries in which we operate and our partners’ businesses still cannot be reliably predicted. There can be no assurance that the 2017 Tax Act, as modified by the CARES Act, will not negatively impact our future operating results. The estimated impact of the 2017 Tax Act, as modified by the CARES Act, is based on our management’s current knowledge and assumptions, following consultation with our tax advisors. Because of our valuation allowance in the U.S., ongoing tax effects of the 2017 Tax Act, as modified by the CARES Act, are not expected to materially change our effective tax rate in future periods.

In addition, new legislation or regulations that could affect our tax burden could be enacted by any governmental authority. We cannot predict the timing or extent of such tax-related developments that could negatively impact our financial results. Additionally, we use our best judgment in attempting to quantify and reserve for these tax obligations. However, a challenge by a taxing authority, our ability to utilize tax benefits such as loss carryforwards or tax credits, or a deviation from other tax-related assumptions could have a material adverse effect on our business, results of operations, or financial condition.

Changes in our tax rates or exposure to additional tax liabilities could adversely affect our earnings and financial condition.

We are subject to income taxes in the United States and foreign jurisdictions in which we do business. These foreign jurisdictions have statutory tax rates different from those in the United States. Accordingly, our provision for income taxes is subject to volatility and could be adversely affected by earnings being lower than anticipated in countries where we have lower statutory rates and higher than anticipated in countries where we have higher statutory rates, by changes in foreign currency exchange rates, or by changes in the relevant tax, accounting, and other laws, regulations, principles, and interpretations, or by changes in the valuation of our deferred tax assets and liabilities. As we operate in numerous taxing jurisdictions, the application of tax laws can be subject to diverging and sometimes novel and conflicting interpretations by tax authorities of these jurisdictions.

~~Uncertainties in the interpretation and application of the 2017 Tax Act could materially affect our tax obligations and effective tax rate.~~

On December 22, 2017, the U.S. Tax Cuts and Jobs Act of 2017, or the 2017 Tax Act, was signed into law. It includes several key tax provisions that affected us, including a reduction of the statutory corporate tax rate from 35% to 21% effective for tax years beginning after December 31, 2017, elimination of certain deductions, and changes to how the United States imposes income tax on multinational corporations, among others. The 2017 Tax Act requires complex computations to be performed that were not previously required in U.S. tax law, and preparation and analysis of information not previously required or regularly produced. The U.S. Treasury Department, the IRS, and other standard-setting bodies will continue to interpret or issue guidance on how provisions of the 2017 Tax Act will be applied or otherwise administered. As future guidance is issued, we may make adjustments to amounts that we have previously recorded that may materially impact our financial statements in the period in which the adjustments are made.

If we are unable to protect our domain names, our brand, business, and operating results could be adversely affected.

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We have registered domain names for websites, or URLs, that we use in our business, such as Fitbit.com. If we are unable to maintain our rights in these domain names, our competitors or other third parties could capitalize on our brand recognition by using these domain names for their own benefit. In addition, although we own the “Fitbit” domain name under various global top level domains such as .com and .net, as well as under various country-specific domains, we might not be able to, or may choose not to, acquire or maintain other country-specific versions of the “Fitbit” domain name or other potentially similar URLs. The regulation of domain names in the United States and elsewhere is generally conducted by Internet regulatory bodies and is subject to change. If we lose the ability to use a domain name in a particular country, we may be forced to either incur significant additional expenses to market our solutions within that country, including the development of a new brand and the creation of new promotional materials, or elect not to sell our solutions in that country. Either result could substantially harm our business and operating results. Regulatory bodies could establish additional top-level domains, appoint additional domain name registrars, or modify the requirements for holding domain names. As a result, we may not be able to acquire or maintain the domain names that utilize the name “Fitbit” in all of the countries in which we currently conduct or intend to conduct business. Further, the relationship between regulations governing domain names and laws protecting trademarks and similar proprietary rights varies among jurisdictions and is unclear in some jurisdictions. Domain names similar to ours have already been registered in the United States and elsewhere, and we may be unable to prevent third parties from acquiring and using domain names that infringe, are similar to, or otherwise decrease the value of, our brand or our trademarks. Protecting and enforcing our rights in our domain names and determining the rights of others may require litigation, which could result in substantial costs, divert management attention, and not be decided favorably to us.

Our use of “open source” software could negatively affect our ability to sell our products and subject us to possible litigation.

A portion of the technologies we use incorporates “open source” software, and we may incorporate open source software in the future. From time to time, companies that incorporate open source software into their products have faced claims challenging the ownership of open source software or compliance with open source license terms. Therefore, we could be subject to suits by parties claiming ownership of what we believe to be open source software or noncompliance with open

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source licensing terms. Some open source licenses may subject us to certain unfavorable conditions, including requirements that we offer our products and services that incorporate the open source software for no cost or that we make publicly available all or part of the source code for modifications or derivative works. Additionally, if a third-party software provider has incorporated open source software into software that we license or obtain from such provider, we could be required to disclose or provide at no cost all or part of our source code that incorporates such licensed software. If a copyright holder that distributes open source software that we use or license or other third party were to allege that we had not complied with the conditions of the applicable license, we could be required to incur significant legal expenses defending against such allegations and may be required to release portions of our proprietary source code, subject to significant damages, re-engineer our products and services, enjoined from the sale of our products and services that contained the open source software if re-engineering our products or services cannot be accomplished on a timely basis, or take other remedial action that may divert resources away from our development efforts. Any of the foregoing could disrupt the distribution and sale of our products and services and harm our business.

We may engage in merger and acquisition activities, which could require significant management attention, disrupt our business, dilute stockholder value, and adversely affect our operating results.

As part of our business strategy, and subject to Google's approval in accordance with the Merger Agreement, we may make investments in other companies, products, or technologies. For example, in 2016, we acquired assets from Coin, Inc., Pebble Industries, Inc., and Vector Watch S.R.L, and in 2018 we acquired Twine Health, Inc. We may not be able to find suitable acquisition candidates and we may not be able to complete acquisitions on favorable terms, if at all. If we do complete acquisitions, we may not ultimately strengthen our competitive position or achieve our goals, and any acquisitions we complete could be viewed negatively by users or investors. In addition, if we fail to successfully integrate such acquisitions, or the technologies associated with such acquisitions, into our ~~Company,~~company, the revenue and operating results of the combined company could be adversely affected.

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Acquisitions may disrupt our or the acquired company’s ongoing operations, divert management from their primary responsibilities, subject us to additional liabilities, increase our expenses, and adversely impact our business, financial condition, operating results, and cash flows. We may not successfully evaluate or utilize the acquired technology and accurately forecast the financial impact of an acquisition transaction, including accounting charges. Due diligence performed prior to closing acquisitions may not uncover certain risks or liabilities that could materially impact our business and financial results. We may have to pay cash, incur liabilities and/or debt, or issue equity securities to pay for any such acquisition, each of which may affect our financial condition or the value of our capital stock and could result in dilution to our stockholders. Additionally, we may receive indications of interest from other parties interested in acquiring some or all of our business. The time required to evaluate such indications of interest could require significant attention from management, disrupt the ordinary functioning of our business, and adversely affect our operating results.

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

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

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We may be subject to CPSC recalls, regulatory proceedings, and litigation in various jurisdictions, including multi-jurisdiction federal and state class action and personal injury claims, which may require significant management attention and disrupt our business operations, and adversely affect our financial condition, operating results, and our brand.

We face product liability, product safety and product compliance risks relating to the marketing, sale, use, and performance of our products. The products we sell must be designed and manufactured to be safe for their intended purposes and must comply with applicable certain federal and state laws and regulations. For example, all of our products are subject to the Consumer Product Safety Act and the Consumer Product Safety Improvement Act, which empower the CPSC. The CPSC may take action against hazards presented by consumer products, up to and including product recalls. We are required to report certain incidents related to the safety and compliance of our products to the CPSC, and failure to do so could result in a civil penalty.

~~In March 2014, we voluntarily recalled one of our products,~~Over the ~~Fitbit Force, after some users reported experiencing allergic reactions to adhesives in~~last several years, the wristband. These reactions included skin irritation, rashes, and blistering. We have provided and are continuing to provide full refunds to consumers who return the Fitbit Force. The remaining reserve for such refunds was immaterial as of June 29, 2019. In addition, a number of federal and state class action lawsuits were filed asserting personal injury claims relating to the Fitbit Force, all of which have been settled.

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~~The~~ CPSC has conducted investigations into several of our products. Although the CPSC did not find a substantial product hazard, there can be no assurances that investigations will not be conducted in the future or that product hazards or other defects will not be found in the future with respect to our products.

Regulatory investigations and proceedings, product recalls, and litigation have had and may continue to have an adverse impact on our financial condition, operating results, and brand. They may also divert management’s attention from our operations and result in substantial legal fees and costs, regardless of their merit. Furthermore, because of the global nature of our product sales, in the event we experience defects with respect to products sold outside the United States, we could become subject to recalls, regulatory proceedings, and litigation by foreign governmental agencies and private litigants, which could significantly increase the costs of managing any product issues.

If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

We are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and the rules and regulations of the applicable listing standards of the New York Stock Exchange. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting, and financial compliance costs; make some activities more difficult, time-consuming, and costly; and strain our personnel, systems, and resources.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are also required to make a formal assessment and provide an annual management report on the effectiveness of our internal control over financial reporting, which must be attested to by our independent registered public accounting firm. In order to maintain the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, resources, including accounting-related costs and management oversight.

As disclosed in Item 49A of ~~this Quarterly~~our Annual Report on Form ~~10-Q,~~10-K for the fiscal year ended December 31, 2019, we did not maintain effective controls over the accuracy of invoicing gross ~~revenue.~~revenue for fiscal years 2018 and 2017. This represented a material weakness that did not result in the identification of any adjustments to our annual or interim consolidated financial statements. A material weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. As a result of the material weakness identified, our management concluded that our internal control over financial reporting was not effective as of December 31, 2017 and December 31, 2018, which was previously reported in Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018. Management ~~has~~ identified and implemented changes to our internal control over financial reporting to remediate the control deficiencies that led to this material ~~weakness.~~weakness, and the material weakness was remediated as of December 31, 2019. However, we cannot provide assurance that remediation efforts will be ~~effective,~~sufficient to identify or prevent future material weaknesses, and the enhanced controls and procedures could require increased management time and attention and resources.

Additionally, current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. Further, other additional weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future. Any failure to maintain or develop effective controls or any difficulties encountered in their implementation or improvement could harm our operating results or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our

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Class A common stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on the New York Stock Exchange.

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Our business is subject to the risk of disruptions caused by epidemics, political events, war, terrorism, ~~other business interruptions,~~ earthquakes, fire, power outages, floods, and other catastrophic events.

War, terrorism, geopolitical uncertainties, trade restrictions, public health ~~issues,~~crises, such as pandemics and epidemics (including, for example, the COVID-19 pandemic), natural disasters and other ~~business interruptions~~catastrophic events may cause damage or disruption to the economy and commerce on a global, regional or country-specific basis, ~~which~~and could ~~have a material adverse effect on~~disrupt supply or delivery of, or demand for, our business, our customers, and the companies with which we do business. For example, the Trump Administration has altered trade terms between China and the United States, including limiting trade with China and/or imposing tariffs on imports from China, and has signaled it may make further changes. These trade terms could have a negative effect on consumer confidence and spending, which could adversely affect our business.products.

Our business is also vulnerable to damage or interruption from earthquakes, fires, floods, power losses, telecommunications failures, human errors, break-ins, and similar events. The third-party systems and operations and contract manufacturers we rely on, such as the data centers we lease, are subject to similar risks. For example, a significant natural disaster, such as an earthquake, fire, or flood, could have an adverse effect on our business, operating results, and financial condition, and our insurance coverage may be insufficient to compensate us for losses that may occur. Our corporate offices and one of our data center facilities are located in California, a state that experiences earthquakes. In addition, the facilities at which our contract manufacturers manufacture our products are located in parts of Asia that experience typhoons and earthquakes. Acts of terrorism, which may be targeted at metropolitan areas that have higher population density than rural areas, could also cause disruptions in our business or that of our suppliers, contract manufacturers, and logistics providers, or to the economy as a whole. We may not have sufficient protection or recovery plans in some circumstances, such as natural disasters affecting California or other locations where we have data centers or store significant inventory of our products. As we rely heavily on our data center facilities, computer and communications systems, and the Internet to conduct our business and provide high-quality customer service, these disruptions could negatively impact our ability to run our business and either directly or indirectly disrupt suppliers’ businesses, which could have an adverse effect on our business, operating results, and financial condition.

If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our operating results could be adversely affected.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q. The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities, and equity, and the amount of revenue and expenses that are not readily apparent from other sources. Significant assumptions and estimates used in preparing our consolidated financial statements include those related to revenue recognition, inventories, product warranty reserves, business combinations, accounting for income taxes, and stock-based compensation expense. Our operating results may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our operating results to fall below the expectations of securities analysts and investors, resulting in a decline in the price of our Class A common stock.

We are exposed to fluctuations in the market values of our investments.

Credit ratings and pricing of our investments can be negatively affected by liquidity, credit deterioration, financial results, economic risk, political risk, sovereign risk, changes in interest rates, or other factors. As a result, the value and liquidity of our cash, cash equivalents, and marketable securities may fluctuate substantially. Therefore, although we have not realized any significant losses on our cash, cash equivalents, and marketable securities, future fluctuations in their value could result in a significant realized loss, which could ~~materially~~ adversely affect our financial condition and operating results.

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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.

We are subject to requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 that require us to conduct due diligence on and disclose whether or not our products contain conflict minerals as defined under these provisions. The implementation of these requirements could adversely affect the sourcing, availability, and pricing of the materials used in the manufacture of components used in our products. In addition, we incur additional costs to comply with the disclosure requirements, including costs related to conducting diligence procedures to determine the sources of minerals that

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may be used or necessary to the production of our products and, if applicable, potential changes to products, processes, or sources of supply as a consequence of such due diligence activities. It is also possible that we may face reputational harm if we determine that certain of our products contain minerals not determined to be conflict free or if we are unable to alter our products, processes, or sources of supply to avoid such materials.

Risks Related to Ownership of Our Class A Common Stock

The market price of our Class A common stock has been and will likely continue to be volatile, and you could lose all or part of your investment.

The market price of our Class A common stock has been, and will likely continue to be, volatile. Since shares of our Class A common stock were sold in our initial public offering in June 2015 at a price of $20.00 per share, our stock price has ranged from ~~$4.21~~$2.81 to $51.90 through ~~June 29, 2019. In addition, the~~April 4, 2020. The trading prices of the securities of technology companies in general have been highly ~~volatile.~~volatile, and since the outbreak of the COVID-19 pandemic, the price of many technology and other companies’ shares has fallen significantly. The extent to which, and for how long, the COVID-19 pandemic may impact the market price of our Class A common stock is uncertain.

The market price of our Class A common stock may continue to fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

•the COVID-19 pandemic and any associated economic downturn;

•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.

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. We are currently subject to securities litigation, which is described in Note 6 ~~“Commitments and Contingencies”~~of the “Notes to Consolidated Financial Statements” included elsewhere in ~~the notes to our condensed consolidated financial statements.~~this Quarterly Report on Form 10-Q. This or any future securities litigation could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business.

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

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

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As of ~~June 29, 2019,~~April 4, 2020, there were ~~258.1~~266.8 million shares of Class A and Class B common stock outstanding. All shares of our common stock are available for sale in the public market, subject in certain cases to volume limitations under Rule 144 under the Securities Act of 1933, as amended, or Securities Act, and various vesting agreements, as well as our insider trading policy.

In addition, as of ~~June 29, 2019,~~April 4, 2020, we had stock options outstanding that, if fully exercised, would result in the issuance of 1.3 million shares of Class A common stock and ~~14.3~~11.3 million shares of Class B common stock (which shares of Class B common stock generally convert to Class A common stock upon their sale or transfer). We also had restricted stock units, or RSUs, outstanding as of ~~June 29, 2019~~April 4, 2020 that may be settled for ~~20.7~~24.7 million shares of Class A common stock. As of ~~June 29, 2019,~~April 4, 2020, all of the shares issuable upon the exercise of stock options or settlement of RSUs, and the shares reserved for future issuance under our equity incentive plans, are registered for public resale under the Securities Act. Accordingly, these shares may be freely sold in the public market upon issuance subject to applicable vesting requirements.

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

The dual class structure of our common stock has the effect of concentrating voting control with our founders and certain other holders of our Class B common stock, including our directors, executive officers, and significant stockholders. This will limit or preclude your ability to influence corporate matters, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring stockholder approval.

Our Class B common stock has ten votes per share and our Class A common stock has one vote per share. As of ~~June 29, 2019,~~April 4, 2020, our directors, executive officers, and holders of more than 5% of our common stock, and their respective affiliates, held a substantial majority of the voting power of our capital stock. Because of the ten-to-one voting ratio between our Class B and Class A common stock, our co-founders, who currently serve as our chief executive officer and chief technology officer, control a majority of the combined voting power of our common stock and therefore are able to control all matters submitted to our stockholders for approval until the earlier of June 17, 2027 or the date the holders of a majority of our Class B common stock choose to convert their shares. This concentrated control will limit or preclude your ability to influence corporate matters for the foreseeable future, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring stockholder approval. In addition, this may prevent or discourage unsolicited acquisition proposals or offers for our capital stock that you may feel are in your best interest as one of our stockholders.

Transfers by holders of Class B common stock will generally result in those shares converting to Class A common stock, subject to limited exceptions, such as certain transfers effected for estate planning purposes. The conversion of Class B common stock to Class A common stock will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares in the long term.

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If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business, the price of our Class A common stock and trading volume could decline.

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

We do not intend to pay dividends for the foreseeable future.

We have never declared or paid any cash dividends on our common stock and do not intend to pay any cash dividends in the foreseeable future. We anticipate that we will retain all of our future earnings for use in the development of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our board of directors. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.

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Provisions in our charter documents and under Delaware law could make an acquisition of our ~~Company~~company more difficult, limit attempts by our stockholders to replace or remove our current management, limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees, and limit the market price of our common stock.

Provisions in our restated certificate of incorporation and restated bylaws may have the effect of delaying or preventing a change of control or changes in our management. Our restated certificate of incorporation and restated bylaws include provisions that:

•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~~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.

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

Moreover, Section 203 of the DGCL may discourage, delay, or prevent a change in control of our ~~Company.~~company. Section 203 imposes certain restrictions on mergers, business combinations, and other transactions between us and holders of 15% or more of our common stock.

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

(a) Sales of Unregistered Securities

None.

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Item 6. Exhibit Index

Exhibit

Incorporated by Reference

Filed

Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

Herewith

~~Exhibit~~31.1

~~Incorporated by Reference~~

~~Filed~~

~~Number~~

~~Exhibit Description~~

~~Form~~

~~File No.~~

~~Exhibit~~

~~Filing Date~~

~~Herewith~~

~~31.1~~

Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer.

31.2

Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer.

32.1#

Section 1350 Certification of Chief Executive Officer.

32.2#

Section 1350 Certification of Chief Financial Officer.

101.INS

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

XBRL Taxonomy Extension Schema Document.

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document.

104

Cover Page Interactive Data File - the cover page from the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended ~~June 29, 2019~~April 4, 2020 is formatted in iXBRL.

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

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SIGNATURES

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

FITBIT, INC.

~~FITBIT, INC.~~

Date:

May 7, 2020

~~Date:~~

~~August 2, 2019~~

/s/ Ronald W. Kisling

Ronald W. Kisling

Chief Financial Officer

(Principal Financial and Accounting Officer)



	June 29, 2019			December 31, 2018
	June 29, 2019			December 31, 2018

Assets
Current assets:
Cash and cash equivalents	$	335,229		$	473,956
Marketable securities	229,708			249,493
Accounts receivable, net	258,599			414,209
Inventories	161,931			124,871
Income tax receivable	7,365			6,957
Prepaid expenses and other current assets	24,124			42,325
Total current assets	1,016,956			1,311,811
Property and equipment, net	91,718			106,286
Operating lease right-of-use assets	75,528			—
Goodwill	60,979			60,979
Intangible assets, net	19,499			23,620
Deferred tax assets	4,222			4,489
Other assets	9,278			8,362
Total assets	$	1,278,180		$	1,515,547
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	157,204		$	251,657
Accrued liabilities	332,857			437,234
Operating lease liabilities	23,907			—
Deferred revenue	28,076			29,400
Income taxes payable	578			1,092
Total current liabilities	542,622			719,383
Long-term deferred revenue	5,285			7,436
Long-term operating lease liabilities	75,309			—
Other liabilities	29,420			52,790
Total liabilities	652,636			779,609
Commitments and contingencies (Note 6)
Stockholders’ equity:
Class A and Class B common stock	25			25
Additional paid-in capital	1,092,306			1,055,046
Accumulated other comprehensive income (loss)	263			(66		)
Accumulated deficit	(467,050		)	(319,067		)
Total stockholders’ equity	625,544			735,938
Total liabilities and stockholders’ equity	$	1,278,180		$	1,515,547



	Three Months Ended June 30, 2018
	Class A and Class B Common Stock			Additional Paid-In Capital			Accumulated Other Comprehensive Income		Accumulated Deficit			Total Stockholders’ Equity
	Shares	Amount		Additional Paid-In Capital			Accumulated Other Comprehensive Income		Accumulated Deficit			Total Stockholders’ Equity

Balance at March 31, 2018	240,989,613	$	24	$	976,022		$	329	$	(214,116	)	$	762,259
Issuance of common stock	4,052,113	1		9,750			—		—			9,751
Stock-based compensation expense	—	—		25,681			—		—			25,681
Taxes related to net share settlement of restricted stock units	—	—		(4,814		)	—		—			(4,814		)
Net loss	—	—		—			—		(118,268		)	(118,268		)
Other comprehensive income	—	—		—			4,350		—			4,350
Balance at June 30, 2018	245,041,726	$	25	$	1,006,639		$	4,679	$	(332,384	)	$	678,959



	Six Months Ended June 29, 2019
	Class A and Class B Common Stock			Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Stockholders’ Equity
	Shares	Amount		Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Stockholders’ Equity

Balance at December 31, 2018	252,362,841	$	25	$	1,055,046		$	(66	)	$	(319,067	)	$	735,938
Issuance of common stock	5,776,611	—		6,812			—			—			6,812
Stock-based compensation expense	—	—		41,093			—			—			41,093
Taxes related to net share settlement of restricted stock units	—	—		(10,645		)	—			—			(10,645		)
Net loss	—	—		—			—			(147,983		)	(147,983		)
Other comprehensive income	—	—		—			329			—			329
Balance at June 29, 2019	258,139,452	$	25	$	1,092,306		$	263		$	(467,050	)	$	625,544



	Six Months Ended June 30, 2018
	Class A and Class B Common Stock			Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Stockholders’ Equity
	Shares	Amount		Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Stockholders’ Equity

Balance at December 31, 2017	238,756,522	$	24	$	956,060		$	(9	)	$	(132,112	)	$	823,963
Issuance of common stock	6,285,204	1		10,737			—			—			10,738
Stock-based compensation expense	—	—		49,829			—			—			49,829
Taxes related to net share settlement of restricted stock units	—	—		(9,987		)	—			—			(9,987		)
Cumulative effect adjustment related to opening retained earnings for adoption of ASU 2014-09	—	—		—			—			(1,127		)	(1,127		)
Net loss	—	—		—			—			(199,145		)	(199,145		)
Other comprehensive income	—	—		—			4,688			—			4,688
Balance at June 30, 2018	245,041,726	$	25	$	1,006,639		$	4,679		$	(332,384	)	$	678,959



	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 before reclassifications	—		—		329			329
Other comprehensive income	—		—		329			329
Balance at June 29, 2019	$	66	$	—	$	197		$	263




	Finance Leases		Operating Leases
Remaining 2019	$	1,762	$	15,544
2020	—		23,876
2021	—		22,470
2022	—		21,941
2023	—		20,149
Thereafter	—		7,022
Total minimum lease payments	$	1,762	$	111,002
Less: amount representing interest	—		(11,786		)
Total lease liabilities	$	1,762	$	99,216



	RSUs Outstanding		Weighted- Average Grant Date Fair Value
Unvested balance—December 31, 2018	18,376		$	6.69
Granted	10,919		$	5.77
Vested	(5,739	)	$	7.36
Forfeited or canceled	(2,844	)	$	6.55
Unvested balance—June 29, 2019	20,712		$	6.04