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Form 8-K GoPro, Inc. For: Oct 30

October 30, 2014 4:14 PM



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): October 30, 2014

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)

Registrants 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 October 30, 2014, GoPro, Inc. (the Registrant) issued a press release to report its financial results for its third quarter ended September 30, 2014.

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 Registrant, 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 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit
Number
Description of Document
99.1
Press Release of GoPro, Inc. dated October 30, 2014 to report its financial results for its third quarter ended September 30, 2014.








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 hereunto duly authorized.



Date: October 30, 2014
GoPro, Inc.
By:
/s/ Jack Lazar
Name:
Jack Lazar
Title:
Chief Financial Officer (Principal Financial Officer)







EXHIBIT INDEX



Exhibit
Number
Description of Document
99.1
Press Release of GoPro, Inc. dated October 30, 2014 to report its financial results for its third quarter ended September 30, 2014.









EXHIBIT 99.1

����������������������������������������������������������������������������������������������������������������������������������������������������
����
GOPRO ANNOUNCES THIRD QUARTER 2014 RESULTS

Third Quarter Revenue up 46% vs Q3 2013

HERO4 Line Debuts with Strong Worldwide Launch

Expanding Retail Presence Includes Larger Displays in Many Best Buy Stores

SAN MATEO, Calif., October 30, 2014 - GoPro, Inc. (NASDAQ: GPRO), maker of the worlds most versatile camera and enabler of some of today's most immersive and engaging content, today announced financial results for its third quarter ended September 30, 2014.

Revenue in the third quarter of 2014 was $280.0 million, up 45.7% compared to the $192.1 million reported in the third quarter of 2013. Third quarter 2014 revenue increased 14.5% compared to $244.6 million reported in the second quarter of 2014.

In accordance with U.S. generally accepted accounting principles (GAAP), third quarter GAAP gross margin was 44.3%, compared to gross margin of 33.3% in the third quarter of 2013 and 42.1% in the second quarter of 2014. Third quarter GAAP operating income was $13.5 million, compared to an operating loss of ($0.7) million in the third quarter of 2013 and an operating loss of ($16.7) million in the second quarter of 2014.

GoPro recorded GAAP net income attributable to common stockholders in the third quarter of 2014 of $14.6 million or $0.10 per diluted share. This compares to a GAAP net loss attributable to common stockholders of ($1.1) million or ($0.01) per diluted share in the third quarter of 2013 and GAAP net loss attributable to common stockholders in the second quarter of 2014 of ($19.8) million or ($0.24) per diluted share.

GoPro reports gross profit, operating expenses, operating income (loss), net income (loss) and diluted net income (loss) per share in accordance with GAAP and additionally on a non-GAAP basis. Non-GAAP net income excludes, where applicable, the effect of stock-based compensation, amortization of acquired intangible assets and the tax impact of these excluded items. A reconciliation of preliminary GAAP financial measures to non-GAAP financial measures, as well as a description of items excluded in the calculation of non-GAAP financial measures, is presented in the financial statement portion of this release.

Non-GAAP gross margin in the third quarter of 2014 was 44.5%, compared to 33.5% in the third quarter of 2013 and 42.2% in the second quarter of 2014. Non-GAAP operating income in the third quarter of 2014 was $27.6 million, compared to operating income of $2.3 million in the third quarter of 2013 and operating income of $17.8 million in the second quarter of 2014.

Non-GAAP net income in the third quarter of 2014 was $18.0 million or $0.12 per diluted share, compared to net income of $1.0 million or $0.01 per diluted share in the third quarter of 2013 and net income of $11.8 million or $0.08 per diluted share in the second quarter of 2014.






Cash and cash equivalents were $237.7 million at September 30, 2014, up $190.1 million from September 30, 2013 and $132.9 million from June 30, 2014. Cash flow from operations for the third quarter was $47.0 million, compared to $23.4 million in the third quarter of 2013 and ($14.2) million in the second quarter of 2014.

The global scale and execution of our HERO4 launch made this the most successful roll out in GoPros history, said GoPro founder and CEO, Nicholas Woodman. HERO4 pushes the performance envelope of our Emmy Award winning capture technology. Advancements in our desktop and mobile content management applications continue to make it easier for our customers to create and share compelling content stories that go on to virally drive awareness and demand for our business. This positions us well for an exciting holiday season.

Third Quarter and Recent GoPro Highlights Include:
"
Introduced HERO4 Black, offering twice the performance of the previous Black edition; HERO4 Silver, featuring GoPro's�first built-in touch display; and HERO, the perfect, entry-level GoPro.
"
Executed the most successful product launch in company history, measured by sales, media impressions, and efficient inventory management.
"
Announced several updates to GoPro Studio�and the GoPro App, including HiLight Tag and Flux".
"
The Share the Stoke campaign encouraged GoPros community of 130 sponsored athletes to post their HERO4 content; in just 25 days, athletes such as Kelly Slater and Julia Mancuso posted more than 3,000 photos and videos, reaching more than 50 million fans and generating close to eight million interactions.
"
Released new accessories including The Handler, Smart Remote and Fetch, the first mount for pets.
"
With the launch of HERO4, monthly content submissions to GoPros Video of the Day and Photo of the Day site jumped approximately 160 percent from September to October.
"
GoPro content published on YouTube in Q3 was up 92% year over year; views on GoPros YouTube channel were up 99%; video minutes watched on GoPros YouTube channel were up more than 133% year over year.
According to September NPD data,�GoPro�products represented the top three products in the digital camera and camcorder category, by units sold, and seven of the top ten camera accessory products, by units sold, in the U.S.
Expanded Best Buy in-store retail presence with 12-foot displays and 40 monitors, rolling out in many stores nationwide this holiday season.

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) 600-4871 or (913) 312-1469, access code 1827880, 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 GoPros 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 consumers capture, manage, share and enjoy meaningful life experiences. We do this by enabling people to self-capture compelling, immersive photo and video content of themselves participating in their favorite activities. Our customers include some of the worlds most active and passionate people. The volume and quality of their shared GoPro content, coupled with their enthusiasm for our brand, virally drives awareness and demand for our products. What began as an idea to help athletes self-document themselves engaged in their sport has become a widely adopted solution for people to self-document themselves engaged in their interests, whatever they may be. From extreme to mainstream, professional to consumer, GoPro has enabled the world to capture and share its passions. And in doing so, the world, in turn, is helping GoPro become one of the most exciting and aspirational companies of our time.






For more information, visit www.gopro.com or connect with GoPro on YouTube, Twitter, Facebook, Pinterest
or LinkedIn.

GOPRO and HERO are trademarks or registered trademarks of GoPro Inc. in the United States and other countries.

Note on Forward-looking Statements
This press release may contain projections or other forward-looking statements regarding future events. 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 the final prospectus that we filed with the Securities and Exchange Commission in connection with our initial public offering.� 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
[email protected]

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




















GoPro, Inc.
Preliminary Condensed Consolidated Statements of Operations
(in thousands, except per share amounts, unaudited)
Three months ended
September 30, 2014
June 30,
2014
September 30, 2013
Revenue
$
279,971

$
244,605

$
192,146

Cost of revenue
155,932

141,736

128,135

Gross profit
124,039

102,869

64,011

Operating expenses:
���Research and development
42,376

34,663

19,587

���Sales and marketing
48,109

43,701

37,413

���General and administrative
20,097

41,171

7,683

Total operating expenses
110,582

119,535

64,683

Operating income (loss)
13,457

(16,666
)
(672
)
Other income (expense), net
(1,784
)
(1,536
)
(1,759
)
Income (loss) before income taxes
11,673

(18,202
)
(2,431
)
Income tax (benefit) expense
(2,947
)
1,639

(1,330
)
Net income (loss)
$
14,620

$
(19,841
)
$
(1,101
)
Less: Net income attributable to participating securities - basic
36





Less: Net income attributable to participating securities - diluted
35





Net income (loss) attributable to common stockholders - basic
$
14,584

$
(19,841
)
$
(1,101
)
Net income (loss) attributable to common stockholders - diluted
$
14,585

$
(19,841
)
$
(1,101
)
Net income (loss) per share attributable to common stockholders:
���Basic
$
0.12

$
(0.24
)
$
(0.01
)
���Diluted
$
0.10

$
(0.24
)
$
(0.01
)
Shares used in computing net income (loss) per share attributable to common stockholders:
���Basic
125,713

82,936

81,070

���Diluted
145,186

82,936

81,070

















GoPro, Inc.
Preliminary Condensed Consolidated Statements of Operations
(in thousands, except per share amounts, unaudited)
Nine months ended
September 30, 2014
September 30, 2013
Revenue
$
760,292

$
624,285

Cost of revenue
436,870

414,005

Gross profit
323,422

210,280

Operating expenses:
���Research and development
105,778

48,286

���Sales and marketing
133,151

112,151

���General and administrative
71,146

21,715

Total operating expenses
310,075

182,152

Operating income
13,347

28,128

Other income (expense), net
(4,945
)
(5,150
)
Income before income taxes
8,402

22,978

Income tax expense
2,574

6,129

Net income
$
5,828

$
16,849

Less: Net income attributable to participating securities - basic
1,022

4,653

Less: Net income attributable to participating securities - diluted
1,012

4,015

Net income attributable to common stockholders - basic
$
4,806

$
12,196

Net income attributable to common stockholders - diluted
$
4,816

$
12,834



Net income per share attributable to common stockholders:
���Basic
$
0.05

$
0.15

���Diluted
$
0.04

$
0.13

Shares used in computing net income per share attributable to common stockholders:
���Basic
96,905

80,914

���Diluted
115,578

98,671















GoPro, Inc.
Preliminary Condensed Consolidated Balance Sheets
(in thousands)
September 30,
December 31,
2014
2013
ASSETS
(unaudited)
Current assets:
Cash and cash equivalents
$
237,749

$
101,410

Accounts receivable, net
94,563

122,669

Inventory, net
117,014

111,994

Prepaid expenses and other current assets
49,057

21,967

Total current assets
498,383

358,040

Property and equipment, net
40,339

32,111

Intangible assets and goodwill
16,529

17,365

Other long-term assets
33,807

32,155

Total assets
$
589,058

$
439,671

��

��

LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS EQUITY (DEFICIT)


Current liabilities:


Accounts payable
$
112,270

$
126,423

Accrued liabilities
99,928

86,391

Other current liabilities
12,791

27,483

Current portion of long-term debt


60,297

Total current liabilities
224,989

300,594

Long-term debt, less current portion


53,315

Other long-term liabilities
13,408

13,930

Total liabilities
238,397

367,839



Redeemable convertible preferred stock


77,198

Total stockholders equity (deficit)
350,661

(5,366
)
Total liabilities, redeemable convertible preferred stock and stockholders equity (deficit)
$
589,058

$
439,671











GoPro, Inc.
Reconciliation of Preliminary GAAP to Non-GAAP Financial Measures
(in thousands, except per share data, unaudited)
Three months ended
September 30, 2014
June 30,
2014
September 30, 2013
GAAP NET INCOME (LOSS)
$
14,620

$
(19,841
)
$
(1,101
)
Stock-based compensation
Cost of revenue
233

154

153

Research and development
2,428

1,657

740

Sales and marketing
3,225

1,654

1,419

General and administrative
8,027

30,728

408

Total stock-based compensation
13,913

34,193

2,720




Amortization of acquisition-related intangible assets



Cost of revenue
223

222

222

Research and development
20

20



Sales and marketing
33

34

47

Total amortization of acquisition-related intangible assets
276

276

269

Income tax adjustments
(10,850
)
(2,854
)
(934
)
Non-GAAP NET INCOME
$
17,959

$
11,774

$
954

GAAP SHARES FOR DILUTED NET INCOME (LOSS) PER SHARE
145,186

82,936

81,070

����Add: dilutive shares


17,345

17,788

����Add: preferred shares conversion


30,523

30,523

����Add: initial public offering shares


8,900

8,900

Non-GAAP SHARES FOR DILUTED NET INCOME PER SHARE
145,186

139,704

138,281

Non-GAAP diluted net income per share
$
0.12

$
0.08

$
0.01












GoPro, Inc.
Reconciliation of Preliminary GAAP to Non-GAAP Financial Measures
(in thousands, except per share data, unaudited)
Nine months ended
September 30, 2014
September 30, 2013
GAAP NET INCOME
$
5,828

$
16,849

Stock-based compensation
Cost of revenue
555

530

Research and development
5,486

1,737

Sales and marketing
6,293

4,077

General and administrative
39,809

1,003

Total stock-based compensation
52,143

7,347



Amortization of acquisition-related intangible assets


Cost of revenue
667

666

Research and development
60

13

Sales and marketing
109

141

Total amortization of acquisition-related intangible assets
836

820

Income tax adjustments
(14,792
)
(2,551
)
Non-GAAP NET INCOME
$
44,015

$
22,465

GAAP SHARES FOR DILUTED EARNINGS PER SHARE
115,578

98,671

����Add: preferred shares conversion
20,237

30,523

����Add: initial public offering shares
5,901

8,900

Non-GAAP SHARES FOR DILUTED EARNINGS PER SHARE
141,716

138,094

Non-GAAP diluted net income per share
$
0.31

$
0.16










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

To supplement our unaudited selected financial data presented on a basis consistent with Generally Accepted Accounting Principles, or GAAP, we disclose certain non-GAAP financial measures, including non-GAAP gross profit, operating expenses, operating income (loss), net income (loss), earnings (loss) per share 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, managements 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 charges include the amortization of acquired intangible assets primarily consisting of acquired technology, customer relationships, tradenames and covenants not to compete related to our acquisitions. These charges are not factored into our evaluation of potential acquisitions, or of our performance after completion of acquisitions, because they are not related to our core operating performance, and the frequency and amount of such charges 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. 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, the initial public offering shares issued July 2014, as if they had been outstanding since the beginning of the period, and the addition of all dilutive awards outstanding that were excluded from the GAAP diluted earnings per share calculation because they were anti-dilutive as a result of our net loss position.







Reconciliations of non-GAAP financial measures are set forth below ($ in thousands):


Three months ended
September 30, 2014
June 30,
2014
September 30, 2013
GAAP gross profit
$
124,039

$
102,869

$
64,011

��Stock-based compensation
233

154

153

��Amortization of acquisition-related intangible assets
223

222

222

Non-GAAP gross profit
$
124,495

$
103,245

$
64,386




GAAP gross profit as a % of revenue
44.3
%
42.1
�%
33.3
�%
��Stock-based compensation
0.1
%
0.0
�%
0.1
�%
��Amortization of acquisition-related intangible assets
0.1
%
0.1
�%
0.1
�%
Non-GAAP gross profit as a % of revenue
44.5
%
42.2
�%
33.5
�%



GAAP operating expenses
$
110,582

$
119,535

$
64,683

��Stock-based compensation
(13,680
)
(34,039
)
(2,567
)
��Amortization of acquisition-related intangible assets
(53
)
(54
)
(47
)
Non-GAAP operating expenses
$
96,849

$
85,442

$
62,069




GAAP operating income (loss)
$
13,457

$
(16,666
)
$
(672
)
��Stock-based compensation
13,913

34,193

2,720

��Amortization of acquisition-related intangible assets
276

276

269

Non-GAAP operating income
$
27,646

$
17,803

$
2,317




GAAP operating income (loss) as a % of revenue
4.8
%
(6.8
)%
(0.3
)%
��Stock-based compensation
5.0
%
14.0
�%
1.4
�%
��Amortization of acquisition-related intangible assets
0.1
%
0.1
�%
0.1
�%
Non-GAAP operating income as a % of revenue
9.9
%
7.3
�%
1.2
�%











Reconciliations of non-GAAP financial measures are set forth below ($ in thousands):


Nine months ended
September 30, 2014
September 30, 2013
GAAP gross profit
$
323,422

$
210,280

��Stock-based compensation
555

530

��Amortization of acquisition-related intangible assets
667

666

Non-GAAP gross profit
$
324,644

$
211,476

GAAP gross profit as a % of revenue
42.5
%
33.7
%
��Stock-based compensation
0.1
%
0.1
%
��Amortization of acquisition-related intangible assets
0.1
%
0.1
%
Non-GAAP gross profit as a % of revenue
42.7
%
33.9
%
GAAP operating expenses
$
310,075

$
182,152

��Stock-based compensation
(51,588
)
(6,817
)
��Amortization of acquisition-related intangible assets
(169
)
(154
)
Non-GAAP operating expenses
$
258,318

$
175,181

GAAP operating income
$
13,347

$
28,128

��Stock-based compensation
52,143

7,347

��Amortization of acquisition-related intangible assets
836

820

Non-GAAP operating income
$
66,326

$
36,295

GAAP operating income as a % of revenue
1.8
%
4.5
%
��Stock-based compensation
6.8
%
1.2
%
��Amortization of acquisition-related intangible assets
0.1
%
0.1
%
Non-GAAP operating income as a % of revenue
8.7
%
5.8
%





Reconciliations of non-GAAP financial measures are set forth below ($ in thousands):

Three months ended
September 30, 2014
June 30, 2014
September 30, 2013
����GAAP net income (loss)
$
14,620

$
(19,841
)
$
(1,101
)
����Income tax (benefit) expense
(2,947
)
1,639

(1,330
)
����Interest income and expense
1,284

1,390

1,428

����Depreciation and amortization
4,781

4,177

3,092

����POP display amortization
4,524

4,166

3,797

����Stock-based compensation
13,913

34,193

2,720

����Adjusted EBITDA
$
36,175

$
25,724

$
8,606



Nine months ended
September 30, 2014
September 30, 2013
����GAAP net income
$
5,828

$
16,849

����Income tax expense
2,574

6,129

����Interest income and expense
4,009

4,129

����Depreciation and amortization
12,769

8,508

����POP display amortization
13,203

8,908

����Stock-based compensation
52,143

7,347

����Adjusted EBITDA
$
90,526

$
51,870




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