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Form 8-K GoPro, Inc. For: Feb 03

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February 3, 2016 4:53 PM EST


 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 3, 2016

GOPRO, INC.
(Exact name of registrant as specified in its charter)

Delaware
001-36514
77-0629474
(State or Other Jurisdiction
of Incorporation)
(Commission File No.)
(I.R.S. Employer
Identification No.)
3000 Clearview Way, San Mateo, California 94402
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (650) 332-7600

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





 










Item 2.02 Results of Operations and Financial Condition
On February 3, 2016, GoPro, Inc. (the “Company”) issued a press release to report its financial results for its fourth quarter and full year ended December 31, 2015.
A copy of the press release is furnished as Exhibit 99.1 to this report.
The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to this or such filing. The information in this report, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 3, 2016, the Company announced that Jack Lazar, the Company’s Chief Financial Officer, will leave the Company and retire, effective March 11, 2016. 
The Company also announced that Brian McGee will succeed Mr. Lazar as the Company’s Chief Financial Officer, effective March 11, 2016.
Mr. McGee, 56, has served as the Company’s Vice President of Finance since September 2015, which includes responsibility for financial planning, tax, treasury and risk management. From May 2011 to to September 2015, Mr. McGee served in various positions at Qualcomm, most recently as the Vice President, Business Operations. Prior to Qualcomm, Mr. McGee was at Atheros Communications from December 2009 to May 2011 as the Vice President, General Manager Global Powerline Business. Atheros Communications was acquired by Qualcomm in May 2011. Prior to Atheros Communications, from January 2007 to December 2009, Mr. McGee was the Senior Vice President, Chief Financial Officer and Treasurer, at Intellon, a publicly traded fabless semiconductor company that was acquired by Atheros Communications in December 2009. From 2003 to 2006, Mr. McGee was Vice President Finance and Chief Financial Officer of Lexar, a publicly traded maker of digital media storage. Mr. McGee holds a B.S in Finance from California Polytechnic State University (1983) and a Certificate in Management Accounting (1989).
In connection with his appointment as Chief Financial Officer, Mr. McGee’s annual salary will increase to $350,000 and he will be eligible to receive an annual discretionary bonus of up to 75% of his pro-rated salary.  In addition, the Company has made him an additional equity grant of 86,800 stock options and 40,000 restricted stock units (“RSUs”) under the Company’s 2014 Equity Incentive Plan and subject to the standard terms and conditions of the Company’s form of stock option agreement and RSU agreement.  Pursuant to his original offer letter entered into in connection with his employment as the Company’s Vice President of Finance, Mr. McGee received a grant of 30,000 stock options and 15,000 RSUs in October 2015.
The Company has entered into a Change in Control Severance Agreement with Mr. McGee in the form filed as Exhibit 10.09 to the Company’s Annual Report on Form 10-K filed February 20, 2015. The agreement provides that in the event of a qualified termination within three months preceding or 12 months following a change in control, Mr. McGee shall be entitled to (i) receive 12 months of his base salary and 100% of his target annual bonus and (ii) acceleration in full of all of his then outstanding and unvested equity awards.
The Company has entered into an indemnity agreement with Mr. McGee in the form filed as Exhibit 10.01 to the Company’s Annual Report on Form 10-K filed February 20, 2015.
Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit
Number
Description of Document
99.1
Press Release of GoPro, Inc. dated February 3, 2016 to report its financial results for its fourth quarter and full year ended December 31, 2015








SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.



 
GoPro, Inc.
 
(Registrant)
 
 
 
 
 
 
 
 
 
 
Dated: February 3, 2016
By: /s/ Jack Lazar
 
Jack Lazar
Chief Financial Officer
(Principal Financial Officer)






EXHIBIT INDEX


Exhibit
Number
Description of Document
99.1
Press Release of GoPro, Inc. dated February 3, 2016 to report its financial results for its fourth quarter and full year ended December 31, 2015






EXHIBIT 99.1


GoPro Announces Fourth Quarter and Full Year 2015 Results
Full Year Revenue of $1.6 billion, Up 16% from 2014
Second Highest Revenue Quarter in Company History
6.6 million Cameras Shipped in 2015, Up 27% from 2014
 
SAN MATEO, Calif., February 3, 2016 - GoPro, Inc. (NASDAQ: GPRO), enabler of some of today's most engaging content, today announced financial results for its fourth quarter and full year ended December 31, 2015.

 
 
Three Months Ended December 31,
 
Year Ended December 31,
($ in thousands, except per share amounts)
 
2015
 
2014
 
% Change
 
2015
 
2014
 
% Change
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
$
436,603

 
$
633,913

 
(31.1
)%
 
$
1,619,971

 
$
1,394,205

 
16.2
 %
Gross margin
 
 
 
 
 
 
 
 
 
 
 
 
GAAP
 
29.4
%
 
47.9
%
 
(1,850) bps

 
41.6
%
 
45.0
%
 
(340) bps

Non-GAAP
 
29.6
%
 
48.0
%
 
(1,840) bps

 
41.7
%
 
45.1
%
 
(340) bps

Operating income (loss)
 
 
 
 
 
 
 
 
 
 
 
 
GAAP
 
$
(41,294
)
 
$
173,688

 
(123.8
)%
 
$
54,748

 
$
187,035

 
(70.7
)%
Non-GAAP
 
$
(21,629
)
 
$
193,241

 
(111.2
)%
 
$
140,798

 
$
259,567

 
(45.8
)%
Net income (loss)
 
 
 
 
 
 
 
 
 
 
 
 
GAAP
 
$
(34,451
)
 
$
122,260

 
(128.2
)%
 
$
36,131

 
$
128,088

 
(71.8
)%
Non-GAAP
 
$
(11,396
)
 
$
144,898

 
(107.9
)%
 
$
111,564

 
$
188,913

 
(40.9
)%
Diluted net income (loss) per share
 
 
 
 
 
 
 
 
 
 
 
 
GAAP
 
$
(0.25
)
 
$
0.83

 
(130.1
)%
 
$
0.25

 
$
0.92

 
(72.8
)%
Non-GAAP
 
$
(0.08
)
 
$
0.99

 
(108.1
)%
 
$
0.76

 
$
1.32

 
(42.4
)%
Adjusted EBITDA
 
$
(9,268
)
 
$
202,854

 
(104.6
)%
 
$
179,309

 
$
293,380

 
(38.9
)%
“In 2015, we recorded 16% year-over-year revenue growth and the fourth quarter represented the second highest revenue quarter in the company’s history,” said GoPro Founder and CEO, Nicholas Woodman. “However, growth slowed in the second half of the year and we recognize the need to develop software solutions that make it easier for our customers to offload, access and edit their GoPro content.”
Fourth quarter revenue includes a $21 million reduction for price protection related charges resulting from the HERO4 Session repricing in December. Full year revenue also reflected charges of approximately $40 million for price protection related charges issued in connection with reductions of the HERO4 Session selling price in September and December.
Fourth quarter and full year non-GAAP gross margin was impacted by a charge of approximately $57 million to cost of revenue for excess purchase order commitments, excess inventory and obsolete tooling resulting from the Company’s decision to discontinue production of the HERO cameras. This charge is greater than the $30 million to $35 million that was previously estimated in our announcement of preliminary fourth quarter results on January 13, 2016 due to our subsequent decision to simplify GoPro’s product offering to consist of HERO4 Black, HERO4 Silver, and HERO4 Session.
GoPro reports gross profit, operating expenses, operating income (loss), net income (loss) and diluted net income (loss) per share in accordance with U.S. generally accepted accounting principles (GAAP) and on a non-GAAP basis. Non-GAAP items exclude, where applicable, the effects of stock-based compensation, acquisition-related costs, and the tax impact of these items.  Additionally, GoPro reports non-GAAP adjusted EBITDA. A reconciliation




of preliminary GAAP financial measures to non-GAAP financial measures, as well as a description of items excluded from the calculation of non-GAAP financial measures, is presented in the financial statement portion of this release. GoPro also provides future estimated ranges of gross margin, operating expense and earnings per share on a non-GAAP basis, and provides a description of the non-GAAP adjustments used in these projections.
Stock Repurchase Program and Cash, Cash Equivalents and Marketable Securities
Commencing in the fourth quarter of 2015, GoPro has acquired approximately 1.5 million shares of its Class A capital stock at an average price per share of approximately $23.05, representing a total share repurchase of approximately $35.6 million through December 31, 2015. The Company has a remaining share repurchase authorization of $264.4 million. GoPro ended 2015 with cash, cash equivalents & marketable securities totaling $474 million, an increase of approximately $52 million from year end 2014.
Recent GoPro Highlights Include:
•
According to NPD, GoPro’s fourth quarter digital camera/camcorder unit share increased 180 basis points year-over-year to 21.3%.  GoPro accounted for 6 of the top 10 products, including the #1 spot, on a dollar basis in the digital camera/camcorder category. GoPro was also the leader in accessory unit sales with 6 of the top 10 selling accessories, including the #1 spot.
•
According to GfK, GoPro’s fourth quarter digital imaging unit share in Europe increased 400 basis points year-over-year to 12%. In the fourth quarter, GoPro accounted for 6 of the top 10 camcorders in Europe, including all of the top five spots in December, on a unit basis.
•
International sales totaled more than 50% of full year 2015 revenue; combined Europe and Asia revenue was up over 49% year-over-year. 
•
In the fourth quarter, China remained a top ten market for GoPro.
•
Launched the GoPro Channel on Amazon Fire TV and Fire TV Stick with a custom-designed streaming channel that will be a one-stop destination for delivering on-demand GoPro videos to millions of Amazon customers.
•
Launched the GoPro Channel on the PlayStation® Network. The custom designed GoPro Channel app allows PlayStation owners to stream GoPro content on-demand, browse GoPro cameras and accessories, and more. PlayStation joins GoPro's growing roster of distribution partners including Amazon Fire TV, Roku, Comcast Watchable, Sky, Vessel Entertainment, Xbox, LG and Virgin America.
•
The GoPro Channel will launch on SkyQ, the next-generation home entertainment system in early 2016. GoPro videos will be available on two of the largest TV platforms on the globe - Comcast in the U.S. and Sky, with 21 million customers in the UK, Ireland, Germany, Austria and Italy.
•
The GoPro Mobile App was downloaded 2.75 million times in the fourth quarter, totaling almost 24 million cumulative downloads; Q4 installs of GoPro Studio totaled nearly 1.7 million, totaling over 15 million cumulative installs, with average daily video exports of over 49,000 in the fourth quarter.
•
The GoPro creative community has submitted more than 86,000 content submissions and GoPro has awarded almost $240,000 for video and photo content. Winning videos and pictures can be viewed at http://gopro.com/awards.
•
The PGA Tour, SkratchTV and GoPro announced a partnership that will ‘GoPro’ the game of golf. GoPro will produce episodic videos that bring fans inside-the-ropes at PGA TOUR events, giving them unique access to the events and athletes, including recently signed GoPro athlete and PGA TOUR member, Justin Thomas.
•
Periscope users can now broadcast live directly from their GoPro HERO4 Black or Silver camera.  In the five days following the agreement signed in January, 2,700 people used a GoPro to broadcast live on periscope.
•
In 2015, GoPro tied with Apple on the Google Brand Leaderboard - a measure of the most popular brands on YouTube.
•
According to Google, more than 4.6 years of content was uploaded to YouTube in 2015 with GoPro in the title - up 22 percent from 2014.




Business Outlook:
GoPro is providing guidance for the first quarter and full year of 2016:
($ in millions)
 
Q1 2016
 
Full Year 2016
 
 
 
 
 
Revenue
 
$160 - $180
 
$1,350 - $1,500
Non-GAAP gross margin
 
35% +/- 100bps
 
 
Non-GAAP operating expenses(1)
 
$165 - $170
 
 
Adjusted EBITDA
 
$(95) - $(100)
 
 
 
 
 
 
 
(1) Excluding estimated restructuring expenses for Q1 2016 of $5 million to $10 million.
GoPro Names Brian McGee Chief Financial Officer - Effective March 11.
Brian McGee, a 30-year finance veteran who has served as CFO of two publicly-traded companies and who joined GoPro in 2015 from Qualcomm will succeed CFO Jack Lazar effective March 11. “The past two years have been incredibly rewarding and I am honored to have worked with Nick and the rest of the GoPro team. I will miss them all and I am excited that Brian is taking over the CFO role,” said Jack Lazar, who is retiring after two years at GoPro. “Jack has been a great leader who helped GoPro navigate the path to becoming a publicly-traded company. While he will be missed, we are also grateful to have Brian and a strong bench of leaders running Finance at GoPro,” said Nick Woodman.
Upcoming Events
Management will participate in upcoming investor conferences on February 10th and March 2nd of 2016. GoPro will furnish a link to these events on its investor relations website, http://investor.gopro.com/ for both the live and archived webcasts.
Conference Call:
GoPro management will host a conference call and live webcast for analysts and investors today at 2 p.m. Pacific Time (5 p.m. Eastern Time) to discuss the Company's financial results.
To listen to the live conference call, please dial toll free (888) 806-6221 or (913) 981-5588, access code 4243159, approximately 15 minutes prior to the start of the call. A live webcast of the conference call will be accessible on the "Events & Presentations" section of the Company's website at http://investor.gopro.com. To access the live webcast, please log in 15 minutes prior to the start of the call to download and install any necessary audio software. The webcast will be recorded and the recording will be available on GoPro's website, http://investor.gopro.com, approximately two hours after the call and for six months thereafter.
About GoPro, Inc. (NASDAQ: GPRO):
GoPro, Inc. is transforming the way people visually capture and share their lives. What began as an idea to help athletes self-document themselves engaged in their sport, GoPro has become a standard for how people capture themselves engaged in their interests, whatever they may be. From extreme to mainstream, professional to consumer, GoPro enables the world to capture and share its passion in the form of immersive and engaging content.
GOPRO® and HERO® are trademarks or registered trademarks of GoPro Inc. in the United States and other countries.
For more information, visit www.gopro.com or connect with GoPro on YouTube, Twitter, Facebook, Pinterest, Instagram and LinkedIn.
GoPro’s Use of Social Media
GoPro announces material financial information using the Company’s investor relations website, SEC filings, press releases, public conference calls and webcasts. GoPro may also use social media channels to communicate about the Company, its brand and other matters; these communications could be deemed material information. Investors




and others are encouraged to review posts on GoPro's investor relations and The Inside Line website, and GoPro’s pages on YouTube, Twitter, Facebook, Pinterest, Instagram, and LinkedIn.
Note on Forward-looking Statements
This press release may contain projections or other forward-looking statements regarding future events, including but not limited to, those regarding our business outlook for the first quarter and full year of 2016. These statements involve risks and uncertainties, and actual events or results may differ materially.  Among the important factors that could cause actual results to differ materially from those in the forward-looking statements are the effects of the highly competitive market in which we operate; our dependence on sales of our capture devices for substantially all of our revenue; our reliance on third-party suppliers, some of which are sole-source suppliers, to provide components for our products; the fact that we do not expect to continue to grow in the future at the same rate as we have in the past, and profitability in recent periods might not be indicative of future performance; difficulty in accurately predicting our future customer demand; the importance of maintaining the value and reputation of our brand; any inability to successfully manage frequent product introductions and transitions; the effects of international business uncertainties; our reliance on our Chief Executive Officer; and other factors detailed in the Risk Factors section of our Annual Report on Form 10-K for the year ended December 31, 2014, which is on file with the Securities and Exchange Commission.  These forward-looking statements speak only as of the date hereof or as of the date otherwise stated herein.  GoPro disclaims any obligation to update these forward-looking statements.

# # # # #

Investor Contact:
Peter Salkowski (855) GOPROHD or (855) 467-7643

Media Contact:
Jeff Brown (650) 332-7600 x 9997





GoPro, Inc.
Preliminary Condensed Consolidated Statement of Operations
(unaudited)

 
Three months ended
 
Year ended
(in thousands, except per share data)
December 31, 2015
 
December 31, 2014
 
December 31, 2015
 
December 31, 2014
 
 
 
 
 
 
 
 
Revenue
$
436,603

 
$
633,913

 
$
1,619,971

 
$
1,394,205

Cost of revenue
308,092

 
330,100

 
946,757

 
766,970

Gross profit
128,511

 
303,813

 
673,214

 
627,235

 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
Research and development
66,432

 
46,074

 
241,694

 
151,852

Sales and marketing
82,649

 
61,226

 
268,939

 
194,377

General and administrative
20,724

 
22,825

 
107,833

 
93,971

Total operating expenses
169,805

 
130,125

 
618,466

 
440,200

Operating income (loss)
(41,294
)
 
173,688

 
54,748

 
187,035

Other income (expense), net
322

 
(1,115
)
 
(2,163
)
 
(6,060
)
Income (loss) before income taxes
(40,972
)
 
172,573

 
52,585

 
180,975

Income tax expense (benefit)
(6,521
)
 
50,313

 
16,454

 
52,887

Net income (loss)
$
(34,451
)
 
$
122,260

 
$
36,131

 
$
128,088

 
 
 
 
 
 
 
 
Less: net income allocable to participating securities
—

 
(152
)
 
—

 
(16,512
)
Net income attributable to common stockholders—basic
$
(34,451
)
 
$
122,108

 
$
36,131

 
$
111,576

Add: net income allocable to dilutive participating securities
—

 
20

 
—

 
2,277

Net income attributable to common stockholders—diluted
$
(34,451
)
 
$
122,128

 
$
36,131

 
$
113,853

 
 
 
 
 
 
 
 
Net income (loss) per share attributable to common stockholders:
 
 
 
 
 
 
 
Basic
$
(0.25
)
 
$
0.96

 
$
0.27

 
$
1.07

Diluted
$
(0.25
)
 
$
0.83

 
$
0.25

 
$
0.92

 
 
 
 
 
 
 
 
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders:
 
 
 
 
 
 
 
Basic
137,086

 
126,849

 
134,595

 
104,453

Diluted
137,086

 
146,723

 
146,486

 
123,630






GoPro, Inc.
Preliminary Condensed Consolidated Balance Sheets
(unaudited)
(in thousands)
December 31,
2015
 
December 31,
2014
 
 
 
 
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
279,672

 
$
319,929

Marketable securities
194,386

 
102,327

Accounts receivable, net
145,692

 
183,992

Inventory
188,232

 
153,026

Prepaid expenses and other current assets
25,261

 
63,769

Total current assets
833,243

 
823,043

Property and equipment, net
70,050

 
41,556

Intangible assets, net and goodwill
88,122

 
17,032

Other long-term assets
111,561

 
36,060

Total assets
$
1,102,976

 
$
917,691

 
 
 
 
Liabilities and Stockholders' Equity
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
89,989

 
$
126,240

Accrued liabilities
184,910

 
115,775

Deferred revenue
12,742

 
14,022

Income taxes payable
7,536

 
2,732

Total current liabilities
295,177

 
258,769

Other long-term liabilities
35,766

 
17,718

Total liabilities
330,943

 
276,487

 
 
 
 
Stockholders’ equity:
 
 
 
Common stock and additional paid-in capital
663,311

 
533,000

Treasury stock, at cost
(35,613
)
 
—

Retained earnings
144,335

 
108,204

Total stockholders’ equity
772,033

 
641,204

Total liabilities and stockholders’ equity
$
1,102,976

 
$
917,691

 
 
 
 





GoPro, Inc.
Preliminary Condensed Consolidated Statement of Cash Flows
(unaudited)
 
Year ended
(in thousands)
December 31, 2015
 
December 31, 2014
Operating activities:
 
 
 
Net income (loss)
$
36,131

 
$
128,088

Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
 
Depreciation and amortization
28,981

 
17,945

Stock-based compensation
80,680

 
71,399

Excess tax benefit from stock-based compensation
(29,348
)
 
(77,134
)
Foreign currency remeasurement
1,792

 
—

Deferred income taxes
(11,468
)
 
(16,920
)
Accretion and unrealized loss on investments
3,001

 
—

Other
634

 
1,865

Net changes in operating assets and liabilities
47,208

 
(28,321
)
Net cash provided by operating activities
157,611

 
96,922

 
 
 
 
Investing activities:
 
 
 
Purchases of property and equipment, net
(51,245
)
 
(27,210
)
Purchases of marketable securities
(220,055
)
 
(103,827
)
Maturities of marketable securities
94,680

 
1,083

Sales of marketable securities
30,048

 
—

Acquisitions, net of cash acquired
(65,405
)
 
(3,950
)
Net cash provided by (used) in investing activities
(211,977
)
 
(133,904
)
 
 
 
 
Financing activities:
 
 
 
Proceeds from issuance of common stock
36,776

 
300,657

Taxes paid related to net share settlement of equity awards
(13,943
)
 
(560
)
Repurchases of outstanding common stock
(35,613
)
 
—

Excess tax benefit from stock-based compensation
29,348

 
77,134

Payment of indemnification holdback on acquired company
—

 
(2,000
)
Payment of debt issuance costs and deferred public offering costs
(903
)
 
(5,730
)
Repayment of debt
—

 
(114,000
)
Net cash provided by (used in) financing activities
15,665

 
255,501

Effect of exchange rate changes on cash and cash equivalents
(1,556
)
 
—

    Net increase (decrease) in cash and cash equivalents
(40,257
)
 
218,519

Cash and cash equivalents at beginning of period
319,929

 
101,410

Cash and cash equivalents at end of period
$
279,672

 
$
319,929

 
 
 
 




GoPro, Inc.
Reconciliation of Preliminary GAAP to Non-GAAP Financial Measures
(unaudited)

 
Three months ended
 
Year ended
(in thousands, except per share data)
December 31, 2015
 
December 31, 2014
 
December 31, 2015
 
December 31, 2014
 
 
 
 
 
 
 
 
GAAP net income (loss)
$
(34,451
)
 
$
122,260

 
$
36,131

 
$
128,088

Stock-based compensation:
 
 
 
 
 
 
 
Cost of revenue
449

 
280

 
1,492

 
835

Research and development
5,907

 
6,154

 
18,024

 
11,640

Sales and marketing
4,248

 
4,135

 
13,762

 
10,428

General and administrative
7,516

 
8,687

 
47,402

 
48,496

Total stock-based compensation
18,120

 
19,256

 
80,680

 
71,399

 
 
 
 
 
 
 
 
Acquisition-related costs:
 
 
 
 
 
 
 
Cost of revenue
222

 
221

 
961

 
888

Research and development
1,257

 
43

 
3,154

 
103

Sales and marketing
33

 
33

 
132

 
142

General and administrative
33

 
—

 
1,123

 
—

Total acquisition-related costs
1,545

 
297

 
5,370

 
1,133

 
 
 
 
 
 
 
 
Income tax adjustments
3,390

 
3,085

 
(10,617
)
 
(11,707
)
Non-GAAP net income (loss)
$
(11,396
)
 
$
144,898

 
$
111,564

 
$
188,913

 
 
 
 
 
 
 
 
GAAP shares for diluted net income (loss) per share
137,086

 
146,723

 
146,486

 
123,630

    Add: preferred shares conversion
—

 
—

 
—

 
15,136

    Add: initial public offering shares
—

 
—

 
—

 
4,414

Non-GAAP shares for diluted net income (loss) per share
137,086

 
146,723

 
146,486

 
143,180

 
 
 
 
 
 
 
 
Non-GAAP diluted net income (loss) per share
$
(0.08
)
 
$
0.99

 
$
0.76

 
$
1.32







GoPro, Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures

To supplement our unaudited selected financial data presented on a basis consistent with GAAP, we disclose certain non-GAAP financial measures, including non-GAAP gross profit, gross margin, operating expenses, operating income (loss), net income (loss), earnings (loss) per share and adjusted EBITDA. We also provides forecasts of non-GAAP gross margin, operating expenses and adjusted EBITDA. These non-GAAP measures are not in accordance with, nor serve as an alternative for GAAP. We believe that these non-GAAP measures have limitations in that they do not reflect all of the amounts associated with our GAAP results of operations. These non-GAAP measures should only be viewed in conjunction with corresponding GAAP measures.
In calculating non-GAAP financial measures, we exclude certain items to facilitate a review of the comparability of our core operating performance on a period-to-period basis. The excluded items represent stock-based compensation and charges that are primarily driven by discrete events that we do not consider to be directly related to core operating performance. We use non-GAAP measures to evaluate the core operating performance of our business, for comparison with forecasts and strategic plans and for calculating return on investment. In addition, management’s incentive compensation is determined using non-GAAP measures. Since we find these measures to be useful, we believe that investors benefit from seeing results reviewed by management in addition to seeing GAAP results. We believe that these non-GAAP measures, when read in conjunction with our GAAP financials, provide useful information to investors by facilitating:

•
the comparability of our on-going operating results over the periods presented;

•
the ability to identify trends in our underlying business; and

•
the comparison of our operating results against analyst financial models and operating results of other public companies that supplement their GAAP results with non-GAAP financial measures.

  The following are explanations of each type of adjustment that we incorporate into non-GAAP financial measures:

•
Stock-based compensation expense relates to equity awards granted primarily to our workforce. We exclude stock-based compensation expense because we believe that the non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance. In particular, we note that companies calculate stock-based compensation expense for the variety of award types that they employ using different valuation methodologies and subjective assumptions. These non-cash charges are not factored into our internal evaluation of net income as we believe their inclusion would hinder our ability to assess core operational performance. We believe that excluding this expense provides greater visibility to the underlying performance of our business operations, facilitates comparison of our results with other periods, and may also facilitate comparison with the results of other companies in our industry.

•
Acquisition-related costs include the amortization of acquired intangible assets (primarily consisting of acquired technology), as well as third-party transaction costs incurred for legal and other professional services. These costs are not factored into our evaluation of potential acquisitions, or of our performance after completion of the acquisitions, because they are not related to our core operating performance, and the frequency and amount of such costs vary significantly based on the timing and magnitude of our acquisition transactions and the maturities of the businesses being acquired.

•
Adjustment for taxes relates to the tax effect of the adjustments that we incorporate into non-GAAP measures in order to provide a more meaningful measure of non-GAAP net income (loss). We believe that these adjustments provide us with the ability to more clearly view trends in our core operating performance.

•
Adjustment to shares includes the conversion of the redeemable convertible preferred stock into shares of common stock as though the conversion had occurred at the beginning of the period and the initial public offering shares issued July 2014, as if they had been outstanding since the beginning of the period.




Reconciliations of non-GAAP financial measures are set forth below:
 
Three months ended
 
Year ended
(dollars in thousands)
December 31, 2015
 
December 31, 2014
 
December 31, 2015
 
December 31, 2014
GAAP gross profit
$
128,511

 
$
303,813

 
$
673,214

 
$
627,235

Stock-based compensation
449

 
280

 
1,492

 
835

Acquisition-related costs
222

 
221

 
961

 
888

Non-GAAP gross profit
$
129,182

 
$
304,314

 
$
675,667

 
$
628,958

 
 
 
 
 
 
 
 
GAAP gross profit as a % of revenue
29.4
 %
 
47.9
%
 
41.6
%
 
45.0
%
Stock-based compensation
0.1

 
0.1

 
0.1

 
—

Acquisition-related costs
0.1

 
—

 
—

 
0.1

Non-GAAP gross profit as a % of revenue
29.6
 %
 
48.0
%
 
41.7
%
 
45.1
%
 
 
 
 
 
 
 
 
GAAP operating expenses
$
169,805

 
$
130,125

 
$
618,466

 
$
440,200

Stock-based compensation
(17,671
)
 
(18,976
)
 
(79,188
)
 
(70,564
)
Acquisition-related costs
(1,323
)
 
(76
)
 
(4,409
)
 
(245
)
Non-GAAP operating expenses
$
150,811

 
$
111,073

 
$
534,869

 
$
369,391

 
 
 
 
 
 
 
 
GAAP operating income (loss)
$
(41,294
)
 
$
173,688

 
$
54,748

 
$
187,035

Stock-based compensation
18,120

 
19,256

 
80,680

 
71,399

Acquisition-related costs
1,545

 
297

 
5,370

 
1,133

Non-GAAP operating income (loss)
$
(21,629
)
 
$
193,241

 
$
140,798

 
$
259,567

 
 
 
 
 
 
 
 
GAAP operating income (loss) as a % of revenue
(9.5
)%
 
27.4
%
 
3.4
%
 
13.4
%
Stock-based compensation
4.1

 
3.0

 
5.0

 
5.1

Acquisition-related costs
0.4

 
0.1

 
0.3

 
0.1

Non-GAAP operating income (loss) as a % of revenue
(5.0
)%
 
30.5
%
 
8.7
%
 
18.6
%
 
 
 
 
 
 
 
 





 
Three months ended
 
Year ended
(in thousands)
December 31, 2015
 
December 31, 2014
 
December 31, 2015
 
December 31, 2014
GAAP net income (loss)
$
(34,451
)
 
$
122,260

 
$
36,131

 
$
128,088

Income tax expense (benefit)
(6,521
)
 
50,313

 
16,454

 
52,887

Interest (income) expense, net
(126
)
 
1,029

 
234

 
5,038

Depreciation and amortization
9,596

 
5,176

 
28,981

 
17,945

POP display amortization
4,114

 
4,820

 
16,829

 
18,023

Stock-based compensation
18,120

 
19,256

 
80,680

 
71,399

Adjusted EBITDA
$
(9,268
)
 
$
202,854

 
$
179,309

 
$
293,380

 
 
 
 
 
 
 
 





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