0001500435-16-000116.txt : 20160729 0001500435-16-000116.hdr.sgml : 20160729 20160728204611 ACCESSION NUMBER: 0001500435-16-000116 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 70 CONFORMED PERIOD OF REPORT: 20160630 FILED AS OF DATE: 20160729 DATE AS OF CHANGE: 20160728 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GoPro, Inc. CENTRAL INDEX KEY: 0001500435 STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861] IRS NUMBER: 770629474 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-36514 FILM NUMBER: 161791711 BUSINESS ADDRESS: STREET 1: 3000 CLEARVIEW WAY CITY: SAN MATEO STATE: CA ZIP: 94402 BUSINESS PHONE: 650-332-7600 MAIL ADDRESS: STREET 1: 3000 CLEARVIEW WAY CITY: SAN MATEO STATE: CA ZIP: 94402 FORMER COMPANY: FORMER CONFORMED NAME: Woodman Labs, Inc. DATE OF NAME CHANGE: 20100901 10-Q 1 gpro2016-06x3010xq.htm 10-Q Document

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
For the quarterly period ended June 30, 2016
 
 
 
OR
 
 
¨

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: 001-36514

GOPRO, INC.
(Exact name of registrant as specified in its charter)
Delaware
 
77-0629474
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
 
 
 
3000 Clearview Way
San Mateo, California
 
94402
(Address of principal executive offices)
 
(Zip Code)

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

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 þ    No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes þ    No ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ
Accelerated filer ¨
Non accelerated filer ¨
Smaller reporting company ¨
 
 
    (Do not check if a smaller reporting company)
 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

As of June 30, 2016, 102,936,387 and 36,503,793 shares of Class A and Class B common stock were outstanding, respectively.

 

1




GoPro, Inc.
Index



 
 
Page
PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements:
 
 
 
 
 
Item 2.
Item 3.
Item 4.
 
 
 
PART II. OTHER INFORMATION
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
 
 



2




PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

GoPro, Inc.
Condensed Consolidated Balance Sheets
(unaudited)
(in thousands, except par values)
June 30,
2016
 
December 31,
2015
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
163,512

 
$
279,672

Marketable securities
115,688

 
194,386

Accounts receivable, net
65,016

 
145,692

Inventory
89,889

 
188,232

Prepaid expenses and other current assets
38,057

 
25,261

Total current assets
472,162

 
833,243

Property and equipment, net
66,525

 
70,050

Intangible assets, net
46,073

 
31,027

Goodwill
146,459

 
57,095

Other long-term assets
133,161

 
111,561

Total assets
$
864,380

 
$
1,102,976

 
 
 
 
Liabilities and Stockholders' Equity
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
63,642

 
$
89,989

Accrued liabilities
151,102

 
192,446

Deferred revenue
11,605

 
12,742

Total current liabilities
226,349

 
295,177

Long-term liabilities
40,641

 
35,766

Total liabilities
266,990

 
330,943

 
 
 
 
Commitments, contingencies and guarantees (Note 11)

 

 
 
 
 
Stockholders’ equity:
 
 
 
Preferred stock, $0.0001 par value, 5,000 shares authorized; none issued

 

Common stock and additional paid-in capital, $0.0001 par value, 500,000 Class A shares authorized,102,936 and 100,596 shares issued and outstanding, respectively; 150,000 Class B shares authorized, 36,504 and 36,005 shares issued and outstanding, respectively
687,894

 
663,311

Treasury stock, at cost, 1,545 and 1,545 shares, respectively
(35,613
)
 
(35,613
)
Retained earnings (accumulated deficit)
(54,891
)
 
144,335

Total stockholders’ equity
597,390

 
772,033

Total liabilities and stockholders’ equity
$
864,380

 
$
1,102,976

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

3




GoPro, Inc.
Condensed Consolidated Statements of Operations
(unaudited)

 
Three months ended
 
Six months ended
(in thousands, except per share data)
June 30,
2016
 
June 30,
2015
 
June 30,
2016
 
June 30,
2015
Revenue
$
220,755

 
$
419,919

 
$
404,291

 
$
783,028

Cost of revenue
127,753

 
225,579

 
251,575

 
424,955

Gross profit
93,002

 
194,340

 
152,716

 
358,073

Operating expenses:
 
 
 
 
 
 
 
Research and development
93,049

 
58,453

 
170,028

 
107,890

Sales and marketing
84,888

 
63,494

 
164,337

 
119,863

General and administrative
24,442

 
26,255

 
49,163

 
61,914

Total operating expenses
202,379

 
148,202

 
383,528

 
289,667

Operating income (loss)
(109,377
)
 
46,138

 
(230,812
)
 
68,406

Other income (expense), net
660

 
122

 
353

 
(2,122
)
Income (loss) before income taxes
(108,717
)
 
46,260

 
(230,459
)
 
66,284

Income tax expense (benefit)
(16,950
)
 
11,229

 
(31,233
)
 
14,501

Net income (loss)
$
(91,767
)
 
$
35,031

 
$
(199,226
)
 
$
51,783

 
 
 
 
 
 
 
 
Net income (loss) per share:
 
 
 
 
 
 
 
Basic
$
(0.66
)
 
$
0.26

 
$
(1.44
)
 
$
0.39

Diluted
$
(0.66
)
 
$
0.24

 
$
(1.44
)
 
$
0.35

 
 
 
 
 
 
 
 
Weighted-average shares used to compute net income (loss) per share:
 
 
 
 
 
 
 
Basic
138,942

 
133,150

 
138,243

 
132,716

Diluted
138,942

 
146,781

 
138,243

 
147,720

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


4




GoPro, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
 
Six months ended
(in thousands)
June 30, 2016
 
June 30, 2015
Operating activities:
 
 
 
Net income (loss)
$
(199,226
)
 
$
51,783

Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
 
Depreciation and amortization
17,804

 
11,791

Stock-based compensation
33,135

 
44,690

Excess tax benefit from stock-based compensation
(917
)
 
(28,139
)
Deferred income taxes
(13,494
)
 
(6,656
)
Other
1,162

 
2,956

Changes in operating assets and liabilities:
 
 
 
Accounts receivable, net
80,699

 
65,562

Inventory
98,343

 
(66,045
)
Prepaid expenses and other assets
(9,282
)
 
(21,598
)
Accounts payable and other liabilities
(85,492
)
 
78,521

Deferred revenue
(1,457
)
 
(724
)
Net cash provided by (used in) operating activities
(78,725
)
 
132,141

 
 
 
 
Investing activities:
 
 
 
Purchases of property and equipment, net
(12,192
)
 
(21,269
)
Purchases of marketable securities

 
(112,326
)
Maturities and sales of marketable securities
78,093

 
34,446

Acquisitions, net of cash acquired
(104,353
)
 
(57,706
)
Net cash used in investing activities
(38,452
)
 
(156,855
)
 
 
 
 
Financing activities:
 
 
 
Proceeds from issuance of common stock, net
4,405

 
17,139

Excess tax benefit from stock-based compensation
917

 
28,139

Payment of deferred acquisition-related consideration
(950
)
 

Payment of credit facility issuance costs
(3,221
)
 

Payment of deferred public offering costs

 
(903
)
Net cash provided by financing activities
1,151

 
44,375

Effect of exchange rate changes on cash and cash equivalents
(134
)
 
(1,559
)
    Net increase (decrease) in cash and cash equivalents
(116,160
)
 
18,102

Cash and cash equivalents at beginning of period
279,672

 
319,929

Cash and cash equivalents at end of period
$
163,512

 
$
338,031

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

5




GoPro, Inc.
Notes to Condensed Consolidated Financial Statements


1. Summary of business and significant accounting policies
GoPro, Inc. (GoPro or the Company) makes mountable and wearable cameras and accessories. GoPro's products are sold globally through retailers, wholesale distributors and on the Company’s website. The Company's global corporate headquarters are located in San Mateo, California.
Basis of presentation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). The Company's fiscal year ends on December 31, and its fiscal quarters end on March 31, June 30, and September 30. The condensed consolidated financial statements reflect all adjustments (which are normal and recurring in nature) that management believes are necessary for the fair statement of the Company's financial statements, but are not necessarily indicative of the results expected for the full fiscal year or any other future period. The condensed consolidated balance sheet at December 31, 2015 has been derived from the audited financial statements at that date, but does not include all of the disclosures required by GAAP. This Quarterly Report on Form 10-Q should be read in conjunction with the Company's Annual Report on Form 10-K (Annual Report) for the year ended December 31, 2015. There have been no significant changes in the Company’s accounting policies from those disclosed in its Annual Report.
Principles of consolidation. These condensed consolidated financial statements include all the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Use of estimates. The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the Company’s condensed consolidated financial statements and accompanying notes. Significant estimates and assumptions made by management include those related to revenue recognition (including sales returns, implied post contract support and marketing allowances), stock-based compensation, inventory valuation, product warranty liabilities, the valuation and useful lives of long-lived assets (property and equipment, intangible assets and goodwill) and income taxes. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from management's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations could be affected.
Comprehensive income (loss). For all periods presented, comprehensive income (loss) approximated net income (loss). Therefore, the condensed consolidated statements of comprehensive income (loss) have been omitted.
Prior period reclassifications. Reclassifications of certain prior period amounts in the condensed consolidated financial statements have been made to conform to the current period presentation.

6




GoPro, Inc.
Notes to Condensed Consolidated Financial Statements

Recent accounting pronouncements
Standard
 
Description
 
Date of adoption
 
Effect on the financial statements or other significant matters
Standards that are not yet adopted
 
 
 
 
Accounting Standards Update (ASU) No. 2014-09, 2016-08, 2016-10 and 2016-12, Revenue from Contracts with Customers (Topic 606)
 
In May 2014, the Financial Accounting Standards Board (FASB) issued ASU No. 2014-09 to achieve a consistent application of revenue recognition within the United States, resulting in a single revenue model to be applied by reporting companies under GAAP. Under the new model, recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard requires that entities disclose the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In March 2016, the FASB issued ASU No. 2016-08, which clarifies the implementation guidance for principal versus agent considerations. In April 2016, the FASB issued ASU No. 2016-10, which amends the new standard related to identifying performance obligations and accounting for licenses of intellectual property. In May 2016, the FASB issued ASU No. 2016-12, which clarifies three aspects including the objective of the collectibility criterion, the measurement date for noncash consideration and the requirements for a completed contract. The new standards may be adopted either retrospectively to each prior reporting period presented or as a cumulative effect adjustment as of the date of adoption.
 
January 1, 2018
 
The Company is evaluating the impact that the adoption of these standards will have on its consolidated financial statements and related disclosures. The Company has not determined whether the effect will be material to its revenue results.
ASU No. 2016-02, Leases (Topic 842)
 
This standard requires lessees to put most leases on their balance sheets but recognize the expenses on their income statements in a manner similar to current practice. Lessees would recognize a right-to-use asset and lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. The new standard should be applied on a modified retrospective basis.
 
January 1, 2019
 
The Company is evaluating the impact that the adoption of this standard will have on its consolidated financial statements and related disclosures.
ASU No. 2016-09, Stock Compensation (Topic 718)
 
This standard simplifies certain aspects of the accounting for share-based payment transactions, including income taxes, classification of awards and classification on the statement of cash flows. The new guidance also allows an entity to make a policy election to account for forfeitures as they occur. Early adoption is permitted for an entity in any interim or annual period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period.
 
January 1, 2017
 
The Company is evaluating the impact that the adoption of this standard will have on its consolidated financial statements and related disclosures.
Accounting Standards Update (ASU) No. 2016-13, Credit Losses (Topic 326)

 
The standard requires that entities use a new forward looking “expected loss” model that generally will result in the earlier recognition of allowance for credit losses. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount.
 
January 1, 2020
 
The Company is evaluating the impact that the adoption of this standard will have on its consolidated financial statements and related disclosures.
Standards that were adopted
 
 
 
 

7




GoPro, Inc.
Notes to Condensed Consolidated Financial Statements

ASU No. 2015-03 and ASU 2015-15, Interest - Imputation of Interest (Subtopic 835-30)



 
ASU 2015-03 requires that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability, consistent with debt discounts.
ASU 2015-15 clarified ASU 2015-03 in that fees related to line-of-credit arrangements should continue to be presented as an asset and subsequently amortized ratably over the term of the line-of-credit arrangement.
 
January 1, 2016
 
The adoption of these standards did not have a material impact on the Company's consolidated financial statements.

2. Business Acquisitions
During the six months ended June 30, 2016, the Company completed acquisitions of two privately-held mobile editing application companies for cash consideration of approximately $104 million. The aggregate allocation of the purchase prices primarily included $17.4 million of identifiable intangible assets, $3.4 million of net deferred tax liabilities and approximately $89 million of residual goodwill. Net tangible assets acquired were not material. Goodwill is primarily attributable to expected synergies in the technologies that can be leveraged by the Company in future software related offerings. Goodwill is not expected to be deductible for U.S. income tax purposes. The operating results of the acquired companies have been included in the Company's condensed consolidated financial statements for the six months ended June 30, 2016 from the date of acquisition.
The acquired companies are headquartered in Austin, Texas and Paris, France. In addition to the amounts above, aggregate deferred cash and stock compensation of up to approximately $37 million is payable to certain continuing employees subject to meeting specified future employment conditions. This amount is being recognized as compensation expense over the requisite service periods of up to four years from the respective acquisition dates.
Actual and pro forma results of operations for these acquisitions have not been presented because they do not have a material impact to the Company's consolidated results of operations, either individually or in aggregate.

3. Fair value measurements
The Company’s assets that are measured at fair value on a recurring basis within the fair value hierarchy are summarized as follows:
 
June 30, 2016
 
December 31, 2015
(in thousands)
Level 1
 
Level 2
 
Total
 
Level 1
 
Level 2
 
Total
Cash equivalents (1):
 
 
 
 
 
 
 
 
 
 
 
Money market funds
$
36,724

 
$

 
$
36,724

 
$
51,059

 
$

 
$
51,059

Total cash equivalents
$
36,724

 
$

 
$
36,724

 
$
51,059

 
$

 
$
51,059

Marketable securities:
 
 
 
 
 
 
 
 
 
 
 
U.S. agency securities
$

 
$
13,391

 
$
13,391

 
$

 
$
14,451

 
$
14,451

Commercial paper

 

 

 

 
2,197

 
2,197

Corporate debt securities

 
96,165

 
96,165

 

 
165,825

 
165,825

Municipal securities

 
6,132

 
6,132

 

 
11,913

 
11,913

Total marketable securities
$

 
$
115,688

 
$
115,688

 
$

 
$
194,386

 
$
194,386

(1) Included in “cash and cash equivalents” in the accompanying condensed consolidated balance sheets. Cash balances were $126.8 million and $228.6 million as of June 30, 2016 and December 31, 2015, respectively.
Cash equivalents and marketable securities are classified as Level 1 or Level 2 because the Company uses quoted market prices or alternative pricing sources and models utilizing market observable inputs to determine their fair value. At June 30, 2016 and December 31, 2015, the Company had no financial assets or liabilities that were classified as Level 3, which are valued based on inputs supported by little or no market activity. There were no transfers of financial assets between levels during the six months ended June 30, 2016.

8




GoPro, Inc.
Notes to Condensed Consolidated Financial Statements

The remaining contractual maturities of available-for-sale marketable securities are as follows:
(in thousands)
June 30,
2016
 
December 31,
2015
Less than one year
$
90,612

 
$
122,199

Greater than one year but less than two years
25,076

 
72,187

Total
$
115,688

 
$
194,386

At June 30, 2016 and December 31, 2015, the amortized cost of the Company's cash equivalents and marketable securities approximated their fair value and there were no material unrealized gains or losses, either individually or in the aggregate.
For certain other financial assets and liabilities, including accounts receivable, accounts payable and other current liabilities, the carrying amounts approximate their fair value due to the relatively short maturity of these balances.

4. Condensed consolidated financial statement details
The following sections and tables provide details of selected balance sheet items.
Inventory
(in thousands)
June 30,
2016
 
December 31,
2015
Components
$
8,190

 
$
9,476

Finished goods
81,699

 
178,756

Total inventory
$
89,889

 
$
188,232

Property and equipment, net
(in thousands)
June 30,
2016
 
December 31,
2015
Leasehold improvements
$
42,369

 
$
40,841

Production, engineering and other equipment
26,957

 
25,174

Tooling
20,156

 
19,537

Computers and software
15,971

 
14,581

Furniture and office equipment
12,006

 
11,389

Construction in progress
6,528

 
4,632

Tradeshow equipment and other
6,448

 
4,136

Gross property and equipment
130,435

 
120,290

Less: Accumulated depreciation and amortization
(63,910
)
 
(50,240
)
Property and equipment, net
$
66,525

 
$
70,050


9




GoPro, Inc.
Notes to Condensed Consolidated Financial Statements

In June 2016, the Company committed to a plan to vacate and sublet certain leased office facilities that are auxiliary to our main headquarters. Changes in estimated useful life of associated leasehold improvements and office equipment are expected to result in accelerated depreciation expense of approximately $7 million over the next 13 months, including approximately $4 million in the third quarter of 2016 and approximately $3 million ratably over the remaining period.
Intangible assets and goodwill
 
June 30, 2016
(in thousands)
Gross carrying value
 
Accumulated
amortization
 
Net carrying value
Purchased technology
$
48,184

 
$
(12,486
)
 
$
35,698

In-process research and development (IPR&D)
10,375

 

 
10,375

Total intangible assets
$
58,559

 
$
(12,486
)
 
$
46,073


 
December 31, 2015
(in thousands)
Gross carrying value
 
Accumulated
amortization
 
Net carrying value
Purchased technology
$
32,952

 
$
(8,540
)
 
$
24,412

IPR&D
6,615

 

 
6,615

Total intangible assets
$
39,567

 
$
(8,540
)
 
$
31,027

Purchased technology acquired in 2016 has an estimated useful life of four years. As of June 30, 2016, technological feasibility has not been established for IPR&D assets, which have no alternative future use and, as such, continue to be accounted for as indefinite-lived intangible assets.
Amortization expense was $3.9 million and $1.2 million in the six months ended June 30, 2016 and 2015, respectively. At June 30, 2016, the expected amortization expense of amortizable intangible assets for future periods is as follows:
(in thousands)
Total
Year ending December 31,
 
2016 (remaining 6 months)
$
5,075

2017
9,388

2018
8,452

2019
7,669

2020
4,244

Thereafter
870

 
$
35,698

The carrying amount of goodwill was $146.5 million and $57.1 million as of June 30, 2016 and December 31, 2015, respectively. The increase in 2016 was entirely attributable to the acquisitions described above in Note 2.

10




GoPro, Inc.
Notes to Condensed Consolidated Financial Statements

Accrued liabilities
(in thousands)
June 30,
2016
 
December 31,
2015
Accrued payables
$
70,083

 
$
64,831

Excess purchase order commitments
12,172

 
38,477

Accrued sales incentive
20,020

 
29,298

Employee related liabilities
25,590

 
26,491

Warranty liability
8,594

 
10,400

Customer deposits
4,127

 
8,877

Income taxes payable
3,070

 
7,536

Other
7,446

 
6,536

Accrued liabilities
$
151,102

 
$
192,446


5. Financing Arrangements
In March 2016, the Company entered into a Credit Agreement (Credit Agreement) with JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo Bank, National Association, as co-agent, and the lender parties thereto. The Credit Agreement provides for a secured revolving credit facility (Credit Facility) under which the Company may borrow up to an aggregate of $250 million and the Company and lenders may increase the total commitments under the Credit Facility to up to $300 million, subject to certain conditions. The Credit Facility will terminate, and all outstanding borrowings become due and payable, in March 2021.
The amount that may be borrowed under the Credit Facility is based upon a borrowing base formula with respect to the Company’s inventory and accounts receivable balances. Borrowed funds accrue interest, at the Company’s election, based on an annual rate of (a) London Interbank Offered Rate (LIBOR) or (b) the administrative agent’s base rate, plus an applicable margin of between 1.50% and 2.00% for LIBOR rate loans, and between 0.50% and 1.00% for base rate loans, depending on the level of utilization of the Credit Facility. The Company is required to pay a commitment fee on the unused portion of the Credit Facility of 0.25% or 0.375% per annum, based on the level of utilization of the Credit Facility. Amounts owing under the Credit Agreement and related credit documents are guaranteed by the Company and its material subsidiaries. The Company and its U.S., Cayman and Netherlands subsidiaries have also granted security interests in substantially all of their assets to collateralize these obligations.
The Credit Agreement contains customary affirmative covenants, such as financial statement reporting requirements and delivery of borrowing base certificates, as well as customary covenants that limit the ability of the Company and its subsidiaries to, among other things, pay dividends, incur debt, create liens and encumbrances, make investments and redeem or repurchase stock. The Company is required to maintain a minimum fixed charge coverage ratio if and when the unborrowed availability under the Credit Facility is less than the greater of $25.0 million or 10.0% of the borrowing base at such time. The Credit Agreement contains customary events of default, such as the failure to pay obligations when due, initiation of bankruptcy or insolvency proceedings, defaults on certain other indebtedness, change of control or breach of representations and warranties or covenants. Upon an event of default, the lenders may, subject to customary cure rights, require the immediate payment of all amounts outstanding and foreclose on collateral.
As of June 30, 2016, the Company may borrow up to approximately $82 million under the Credit Facility. No borrowings have been made from the Credit Facility to date. As of June 30, 2016, the Company was in compliance with all financial covenants contained in the Credit Agreement.


11




GoPro, Inc.
Notes to Condensed Consolidated Financial Statements

6. Stockholders' equity
Stock repurchase program. On September 30, 2015, the Company's board of directors authorized a program to repurchase up to $300 million of the Company's Class A common stock. The repurchase program, which expires in September 2016, does not obligate the Company to acquire any specific number of shares and may be discontinued or extended at any time by the board of directors. Share repurchases under the program may be made from time-to-time through open market transactions, block trades, privately negotiated transactions or otherwise, including under plans complying with both Rule 10b-18 and Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. At June 30, 2016 and December 31, 2015, the Company had a remaining share repurchase authorization of $264.4 million. The Company has recorded its repurchased shares as treasury stock.
CEO stock contributions. In the first six months of 2015, the CEO contributed an aggregate 5.2 million shares of Class B common stock to the Company without consideration per the terms of a Contribution Agreement dated December 28, 2011, and amended on May 11, 2015, representing all of the then remaining shares subject to the contribution obligations. These shares contributed by the CEO were retired during 2015. Refer to the audited financial statements contained in the Company's 2015 Annual Report.


12




GoPro, Inc.
Notes to Condensed Consolidated Financial Statements

7. Employee benefit plans
Equity incentive plans. The Company has outstanding equity grants from its three stock-based employee compensation plans: the 2014 Equity Incentive Plan (2014 Plan), the 2010 Equity Incentive Plan (2010 Plan) and the 2014 Employee Stock Purchase Plan (ESPP). No new options or awards have been granted under the 2010 Plan since June 2014. Outstanding options and awards under the 2010 Plan continue to be subject to the terms and conditions of the 2010 Plan. Options granted under the 2014 Plan generally expire within 10 years from the date of grant and generally vest over four years. Restricted stock units (RSUs) granted under the 2014 Plan generally vest annually over a four year period based upon continued service and are settled at vesting in shares of the Company's Class A common stock. The ESPP allows eligible employees to purchase shares of the Company's Class A common stock through payroll deductions at a price equal to 85% of the lesser of the fair market value of the stock as of the first date or the ending date of each six month offering period. For additional information regarding the Company's equity incentive plans, please refer to the audited financial statements contained in its 2015 Annual Report.
Stock options
A summary of the Company’s stock option activity for the six months ended June 30, 2016 and related information is as follows:
 
Options outstanding
 
Shares (in thousands)
 
Weighted- average
exercise price
 
Weighted-
average
remaining
contractual
term
(in years)
 
Aggregate
intrinsic value
(in thousands)
Outstanding at December 31, 2015:
13,081

 
$
11.82

 
6.70
 
$
108,846

Granted
2,405

 
11.16

 
 
 
 
Exercised
(947
)
 
1.56

 
 
 
 
Forfeited/Cancelled
(820
)
 
18.67

 
 
 
 
Outstanding at June 30, 2016:
13,719

 
$
12.01

 
6.57
 
$
49,301

 
 
 
 
 
 
 
 
Exercisable at June 30, 2016
8,230

 
$
8.28

 
5.64
 
$
48,772

Vested and expected to vest at June 30, 2016
13,427

 
$
11.90

 
6.53
 
$
49,267

The aggregate intrinsic value of the stock options outstanding as of June 30, 2016 represents the value of the Company's closing stock price on June 30, 2016 in excess of the exercise price multiplied by the number of options outstanding.
Restricted stock units
A summary of the Company’s RSU activity for the six months ended June 30, 2016 is as follows:
 
Shares (in thousands)
 
Weighted- average grant date fair value
Non-vested shares at December 31, 2015
4,638

 
$
32.15

Granted
5,672

 
11.58

Vested
(715
)
 
22.01

Forfeited
(814
)
 
25.08

Non-vested shares at June 30, 2016
8,781

 
$
20.35


13




GoPro, Inc.
Notes to Condensed Consolidated Financial Statements

In June 2014, the Company granted an award of 4.5 million RSUs covering shares of the Company's Class B common stock to the Company's CEO (CEO RSUs), which included 1.5 million RSUs that vested immediately upon grant and 3.0 million RSUs that were subject to both a market-based vesting condition and a service-based vesting condition. The market-based condition was achieved in January 2015. Stock-based compensation expense related to the CEO RSUs was $4.2 million and $21.8 million for the six months ended June 30, 2016 and 2015, respectively.
Employee stock purchase plan (ESPP)
In the six months ended June 30, 2016 and 2015, the Company issued 431,673 and 313,233 shares under its ESPP at weighted average prices of $8.76 and $20.40, respectively. The weighted-average fair value of each right to purchase shares of the Company's Class A common stock granted under the ESPP for these periods was $3.49 and $16.56, respectively.
Stock-based compensation expense
The Company measures compensation expense for all stock-based payment awards based on the estimated fair values on the date of the grant. The fair value of stock options granted and ESPP issuances is estimated using the Black-Scholes option pricing model. The fair value of RSUs is determined using the Company's closing stock price on the date of grant. There have been no significant changes in the Company’s valuation assumptions from those disclosed in its 2015 Annual Report. The following table summarizes stock-based compensation included in the condensed consolidated statements of operations:
 
Three months ended
 
Six months ended
(in thousands)
June 30,
2016
 
June 30,
2015
 
June 30,
2016

June 30,
2015
Cost of revenue
$
412

 
$
350

 
$
769

 
$
633

Research and development
7,086

 
3,710

 
13,096

 
7,245

Sales and marketing
3,679

 
2,932

 
6,883

 
5,998

General and administrative
6,227

 
11,197

 
12,387

 
30,814

Total stock-based compensation expense, before income taxes
17,404

 
18,189

 
33,135


44,690

Total tax benefit recognized
(5,386
)
 
(6,240
)
 
(10,150
)

(15,544
)
Total stock-based compensation expense, net of income taxes
$
12,018

 
$
11,949

 
$
22,985


$
29,146


At June 30, 2016, there was total unearned stock-based compensation of $169.4 million related to stock options, RSUs and ESPP, which is expected to be recognized over a weighted average period of 2.9 years.

8. Net income (loss) per share
Basic net income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding, including all potentially dilutive common shares.
The rights of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share and each share of Class B common stock is entitled to ten votes per share. Each share of Class B common stock is convertible at any time at the option of the stockholder into one share of Class A common stock and has no expiration date. Each share of Class B common stock will convert automatically into one share of Class A common stock upon the date when the outstanding shares of Class B common stock represent less than 10% of the aggregate number of shares of common stock then outstanding. Class A common stock is not convertible into Class B common stock.

14




GoPro, Inc.
Notes to Condensed Consolidated Financial Statements

Undistributed earnings are allocated based on the contractual participation rights of Class A and Class B common stock as if the earnings for the year have been distributed. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis. The computation of the diluted net income (loss) per share of Class A common stock assumes the conversion of Class B common stock.
The following table presents the calculations of basic and diluted net income (loss) per share:
 
Three months ended
 
Six months ended
(in thousands, except per share data)
June 30,
2016
 
June 30,
2015
 
June 30,
2016
 
June 30,
2015
 
 
 
 
 
 
 
 
Numerator:
 
 
 
 
 
 
 
Net income (loss)
$
(91,767
)
 
$
35,031

 
$
(199,226
)
 
$
51,783

 
 
 
 
 
 
 
 
Denominator:
 
 
 
 
 
 
 
Weighted-average common shares—basic for Class A and Class B common stock
138,942

 
133,150

 
138,243

 
132,716

Effect of potentially dilutive shares

 
13,631

 

 
15,004

Weighted-average common shares—diluted for Class A and Class B common stock
138,942

 
146,781

 
138,243

 
147,720

 
 
 
 
 
 
 
 
Net income (loss) per share:
 
 
 
 
 
 
 
Basic
$
(0.66
)
 
$
0.26

 
$
(1.44
)
 
$
0.39

Diluted
$
(0.66
)
 
$
0.24

 
$
(1.44
)
 
$
0.35

The following potentially dilutive shares were not included in the calculation of diluted shares outstanding as the effect would have been anti-dilutive:
 
Three months ended
 
Six months ended
(in thousands)
June 30,
2016
 
June 30,
2015
 
June 30,
2016
 
June 30,
2015
Stock options, ESPP shares and RSUs
21,391

 
1,814

 
19,848

 
1,983


9. Income taxes
The Company's tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items arising in that quarter. In each quarter, the Company updates its estimate of the annual effective tax rate, and if the estimated annual tax rate changes, a cumulative adjustment is made in that quarter.
 
Three months ended
 
Six months ended
(dollars in thousands)
June 30,
2016
 
June 30,
2015
 
June 30,
2016
 
June 30,
2015
Income tax expense (benefit)
$
(16,950
)
 
$
11,229

 
$
(31,233
)
 
$
14,501

Effective tax rate
15.6
%
 
24.3
%
 
13.6
%

21.9
%
The Company recorded an income tax benefit of $17.0 million for the three months ended June 30, 2016 due to a pre-tax net loss, which resulted in an effective tax rate of 15.6%. The lower effective tax rates for the three and six months ended June 30, 2016 compared to 2015 resulted from the Company providing a net tax benefit on pre-tax losses in the United States, which was offset by income taxes paid at lower rates in profitable foreign jurisdictions (primarily Europe). The Company's provision for income taxes in each period has differed from the tax computed at U.S. federal statutory tax rates due to state taxes, the effect of non-U.S. operations, deductible and non-deductible

15




GoPro, Inc.
Notes to Condensed Consolidated Financial Statements

stock-based compensation expense, federal research and development tax credits, and adjustments to unrecognized tax benefits.
The Company is currently under examination by the Internal Revenue Service for the 2012 through 2014 tax years. The Company is not able to estimate the potential impact that the examination may have on income tax expense. If the examination is resolved unfavorably, there is a possibility it may have a material negative impact on the Company's results of operations. The California Franchise Tax Board has completed an examination for the 2011 and 2012 tax years and the effect on income tax expense was immaterial.
At June 30, 2016 and December 31, 2015, the Company’s gross unrecognized tax benefits was $51.4 million and $36.3 million, respectively. If recognized, $31.2 million of these unrecognized tax benefits (net of U.S. federal benefit) at June 30, 2016 would be recorded as a reduction of future income tax provision. These unrecognized tax benefits relate primarily to unresolved matters with taxing authorities regarding the Company’s transfer pricing positions and tax positions based on the Company’s interpretation of certain U.S. trial and appellate court decisions, which remain subject to appeal and therefore could be overturned in future periods. The Company’s existing tax positions will continue to generate an increase in unrecognized tax benefits in subsequent periods. Management believes events that could occur in the next 12 months and cause a material change in unrecognized tax benefits include, but are not limited to, the completion of examinations by the U.S. or foreign taxing authorities and the expiration of statute of limitations on the Company's tax returns. Although the completion, settlement and closure of any audits is uncertain, it is reasonably possible that the total amount of unrecognized tax benefits will materially increase within the next 12 months. However, given the number of years remaining that are subject to examination, the range of the reasonably possible change cannot be estimated reliably.

10. Related parties
The Company has agreements for certain contract manufacturing and engineering services with a vendor affiliated with one of the Company's investors. The Company recorded no expense and $0.2 million in the six months ended June 30, 2016 and 2015, respectively, for services rendered. As of June 30, 2016 and December 31, 2015, the Company had no accounts payable associated with this vendor.
The Company incurs costs for Company-related chartered aircraft fees for the use of the CEO’s private plane. The Company recorded expense of $0.6 million and $0.7 million in the six months ended June 30, 2016 and 2015, respectively. As of June 30, 2016 and December 31, 2015, the Company had accounts payable associated with this vendor of zero and $0.1 million, respectively.
In 2013, the Company entered into a three-year agreement, which was amended in July 2016 to continue through the end of 2016, with a company affiliated with the son of one of the members of the Company's board of directors to acquire certain naming rights to a kart racing facility. As consideration for these naming rights, the Company would pay a total of $0.5 million over the three year period. As of June 30, 2016, the Company has recorded cumulative expense of $0.5 million, and has also provided 100 GoPro cameras at no cost each year.
See Notes 6 and 7 above for information regarding CEO RSUs and Class B common stock contributed by the CEO back to the Company.

11. Commitments, contingencies and guarantees
Facility Leases. The Company leases its facilities under long-term operating leases, which expire at various dates through 2027. As of December 31, 2015, the Company’s total future minimum lease payments under noncancelable operating leases were $152.2 million. In June 2016, the Company entered into a sub-lease agreement for one of its office facilities that decreased the Company’s total future minimum lease payments by sub-lease rentals of approximately $5 million, which approximates the corresponding remaining lease rentals. The Company has not entered into any new material lease commitments during the six months ended June 30, 2016. Rent expense was $9.8 million and $4.9 million for the six months ended June 30, 2016 and 2015, respectively.
Other Commitments. In the ordinary course of business, the Company also enters into multi-year agreements to purchase sponsorships with event organizers, resorts and athletes as part of its marketing efforts; software licenses

16




GoPro, Inc.
Notes to Condensed Consolidated Financial Statements

related to its financial and IT systems; manufacturing equipment for tooling and molds; and various other contractual commitments. In May 2016, the Company entered into a 3.5 year agreement with Red Bull GmbH (Red Bull) that includes content production, distribution and cross-promotion. As part of the agreement, Red Bull will receive equity and cash consideration over the term of the agreement. During the second quarter of 2016, the Company issued unregistered restricted shares of its Class A common stock to Red Bull with a fair value of approximately $7 million.
As of June 30, 2016 and December 31, 2015, the Company's total undiscounted future expected obligations under these multi-year agreements described above were approximately $67 million and $28.8 million, respectively. The increase in 2016 was primarily attributable to the Red Bull agreement described above and new software licenses unrelated to the Red Bull agreement.
Legal proceedings. From time to time, the Company is involved in legal proceedings in the ordinary course of business, including the litigation matters described in Part II, Item 1 of this Quarterly Report on Form 10-Q. Due to inherent uncertainties of litigation, the Company cannot accurately predict the ultimate outcome of these matters. The Company is unable at this time to determine whether the outcome of the litigation would have a material impact on the results of operations, financial condition or cash flows of the Company.
Indemnifications. In the normal course of business, the Company enters into agreements that contain a variety of representations and warranties and provide for general indemnification. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but have not yet been made. It is not possible to determine the maximum potential amount under these indemnification agreements due to the Company’s limited history with indemnification claims and the unique facts and circumstances involved in each particular agreement. As of June 30, 2016, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations.
Product warranty
The following table summarizes the warranty liability activity:
 
Three months ended
 
Six months ended
(in thousands)
June 30,
2016
 
June 30,
2015
 
June 30,
2016
 
June 30,
2015
Beginning balances
$
8,011

 
$
8,969

 
$
10,855

 
$
6,405

Charged to cost of revenue
5,871

 
5,309

 
8,541

 
11,353

Settlements of warranty claims
(4,943
)
 
(5,559
)
 
(10,457
)
 
(9,039
)
Ending balances
$
8,939

 
$
8,719

 
$
8,939

 
$
8,719

At June 30, 2016, $8.6 million of the warranty liability was recorded as an element of accrued liabilities and $0.3 million was recorded as an element of other long-term liabilities.


17




GoPro, Inc.
Notes to Condensed Consolidated Financial Statements

12. Concentrations of risk and geographic information
Customer concentration. Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of trade receivables. The Company's management believes that credit risk for accounts receivable is mitigated by the Company's credit evaluation process, relatively short collection terms and dispersion of its customer base. The Company generally does not require collateral and losses on trade receivables have historically been within management’s expectations.
Customers who represented 10% or more of the Company's net accounts receivable balance were as follows:
 
June 30,
2016
 
December 31,
2015
Customer A
30%
 
40%
Customer B
13%
 
*
Customer C
16%
 
18%
* Less than 10% of total accounts receivable for the period indicated
The following table summarizes the Company's accounts receivables sold, without recourse, and factoring fees paid:
 
Three months ended
 
Six months ended
(in thousands)
June 30,
2016
 
June 30,
2015
 
June 30,
2016
 
June 30,
2015
Accounts receivable sold
$
43,794

 
$
50,416

 
$
64,304

 
$
85,716

Factoring fees
317

 
446

 
459

 
736

Customers who represented 10% or more of the Company's total revenue were as follows:
 
Three months ended
 
Six months ended
 
June 30,
2016
 
June 30,
2015
 
June 30,
2016
 
June 30,
2015
Customer B
21%
 
16%
 
18%
 
14%
Customer A
14%
 
*
 
14%
 
*
* Less than 10% of total revenue for the period indicated

18




GoPro, Inc.
Notes to Condensed Consolidated Financial Statements

Supplier concentration. The Company relies on third parties for the supply and manufacture of its cameras and accessories, some of which are sole-source suppliers. The Company's management believes that outsourcing manufacturing enables greater scale and flexibility. As demand and product lines change, the Company periodically evaluates the need and advisability of adding manufacturers to support its operations. In instances where a supply and manufacture agreement does not exist or suppliers fail to perform their obligations, the Company may be unable to find alternative suppliers or satisfactorily deliver its products to its customers on time, if at all. The Company also relies on third parties with whom it outsources supply chain activities related to inventory warehousing, order fulfillment, distribution and other direct sales logistics.
Geographic information
Revenue by geographic region, based on ship-to destinations, was as follows:
 
Three months ended
 
Six months ended
(in thousands)
June 30,
2016
 
June 30,
2015
 
June 30,
2016
 
June 30,
2015
Americas
$
124,570

 
$
212,350

 
$
209,875

 
$
392,443

Europe, Middle East and Africa (EMEA)
60,714

 
137,186

 
120,992

 
276,265

Asia and Pacific area countries (APAC)
35,471

 
70,383

 
73,424

 
114,320

Total revenue
$
220,755

 
$
419,919

 
$
404,291

 
$
783,028

Revenue in the United States, which is included in the Americas geographic region, was $188.2 million and $344.4 million for the six months ended June 30, 2016 and 2015, respectively. The Company does not disclose revenue by product category as it does not track sales incentives and other revenue adjustments by product category to report such data.
As of June 30, 2016 and December 31, 2015, long-lived assets, which represent gross property and equipment, located outside the United States, primarily in Hong Kong and China, were $54.1 million and $47.6 million, respectively.

13. Restructuring charges
On January 12, 2016, the Company adopted a restructuring plan that provided for a reduction in the Company’s global workforce of approximately 7%. The Company incurred aggregate restructuring expenses of $6.5 million in the first quarter of 2016, which primarily included cash-based severance costs. The restructuring plan was substantially completed in the first quarter 2016. As of June 30, 2016, the remaining accrued liability was not material.






19




GoPro, Inc.
Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A)

Our MD&A is provided in addition to the accompanying consolidated condensed financial statements and notes to assist readers in understanding our results of operations, financial condition and cash flows. This MD&A is organized as follows:
Overview. Discussion of our business and overall analysis of financial and other highlights affecting the Company in order to provide context for the remainder of MD&A.
Results of Operations. Analysis of our financial results comparing the second quarter and first six months of 2016 to 2015.
Liquidity and Capital Resources. Analysis of changes in our balance sheets and cash flows, and discussion of our financial condition and potential sources of liquidity.
Contractual Commitments. Material changes, outside our ordinary course of business, to our contractual obligations, off-balance sheet arrangements and indemnifications from December 31, 2015.
Non-GAAP Financial Measures. A presentation of results reconciling GAAP to non-GAAP adjusted measures.
The following discussion should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2015 filed with the U.S. Securities and Exchange Commission (SEC) and the condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q. Our MD&A contains a number of forward-looking statements that involve a number of risks and uncertainties. Words such as “expect,” “anticipate,” "believe," "may," "will," "estimate," "continue," "intend," "target," "goal," "plan," or variations of such words and similar expressions are intended to identify such forward-looking statements. Forward looking statements include plans to include new product offerings, projections of results of operations, and any discussion of the trends and other factors that drive our business and future results. If any of management's assumptions prove incorrect or should unanticipated circumstances arise, our actual results could materially differ from those anticipated by such forward-looking statements. The differences could be caused by a number of factors or combination of factors including, but not limited to, those factors referenced in “Risk Factors” in Part II, Item 1A, and elsewhere in this report. Our business, financial condition or results of operations could be materially harmed by any of these or other factors. References in this Quarterly Report on Form 10-Q to “GoPro,” “we,” “us,” “our” and the “Company” refer to GoPro, Inc., a Delaware corporation, and its subsidiaries.

Overview
GoPro is transforming the way people visually capture and share their lives. We do this by enabling people to capture compelling, immersive photo and video content of themselves participating in their day to day life as well as their favorite activities. Our consumers and community include some of the world’s most active and passionate people. To date, our cameras and mountable and wearable accessories have generated substantially all of our revenue. We sell our products globally through retailers, wholesale distributors, and on our website. As of June 30, 2016, our products were sold to customers in more than 100 countries and through more than 45,000 retail outlets.
The following is a summary of measures presented in our condensed consolidated financial statements and key metrics used to evaluate our business, measure our performance, develop financial forecasts, and make strategic decisions.

20




GoPro, Inc.
Management's Discussion and Analysis of Financial Condition and Results of Operations

 
 
 
% Change
(dollars in thousands, except per share amounts)
Q2 2016
 
Q1 2016
 
Q2 2015
 
Q2 2016 vs. Q1 2016
 
Q2 2016 vs. Q2 2015
Revenue
$
220,755

 
$
183,536

 
$
419,919

 
20
 %
 
(47
)%
Gross margin (1)
42.1
%
 
32.5
%
 
46.3
%
 
960 bps

 
(420) bps

Operating expenses
$
202,379

 
$
181,149

 
$
148,202

 
12
 %
 
37
 %
Operating (loss) income
$
(109,377
)
 
$
(121,435
)
 
$
46,138

 
(10
)%
 
(337
)%
Net (loss) income
$
(91,767
)
 
$
(107,459
)
 
$
35,031

 
(15
)%
 
(362
)%
Diluted net (loss) income per share
$
(0.66
)
 
$
(0.78
)
 
$
0.24

 
(15
)%
 
(375
)%
Cash provided by (used in) operations
$
(45,460
)
 
$
(33,265
)
 
$
166,273

 
37
 %
 
(127
)%
 
 
 
 
 
 
 
 
 
 
Key metrics:
 
 
 
 
 
 
 
 
 
Units shipped (in thousands)(2)
759

 
701

 
1,647

 
8
 %
 
(54
)%
Adjusted EBITDA(3)
$
(76,757
)
 
$
(86,771
)
 
$
75,349

 
(12
)%
 
(202
)%
Non-GAAP net (loss) income(4)
$
(72,595
)
 
$
(86,740
)
 
$
50,715

 
(16
)%
 
(243
)%
Non-GAAP diluted earnings (loss) per share
$
(0.52
)
 
$
(0.63
)
 
$
0.35

 
(17
)%
 
(249
)%
(1) One basis point (bps) is equal to 1/100th of 1%
(2) Represents the number of individually packaged camera units that are shipped during a reporting period, net of any returns.
(3) We define adjusted EBITDA as net income (loss) adjusted to exclude the impact of: provision for income taxes, interest income, interest expense, depreciation and amortization, POP display amortization, stock-based compensation and restructuring costs.
(4) We define non-GAAP net income (loss) as net income (loss) adjusted to exclude stock-based compensation, restructuring costs, acquisition-related costs and taxes related to the income tax effect of these adjustments. Acquisition-related costs include the amortization of acquired intangible assets, as well as third-party transaction costs for legal and other professional services.
Reconciliations of non-GAAP adjusted measures to the most directly comparable measures are presented under "Non-GAAP Financial Measures" below.
Second quarter 2016 and recent highlights
Second quarter 2016 revenue of $220.8 million increased 20% from the preceding quarter due to increased unit volumes for cameras and accessories as well as an 11% increase in average selling price of units shipped, reflecting a shift to a good-better-best offering of HERO Session, HERO4 Silver and HERO4 Black cameras. We estimate global channel unit sell-thru in the second quarter of 2016 was approximately 50% higher than global unit sell-in, which enabled a sequential reduction in our inventory balance of 36% as well as an estimated sequential reduction in global channel unit inventory of slightly below 35%, ahead of anticipated new product launches in the second half of 2016. See "Results of Operations" below for year-over-year discussion.
Second quarter 2016 gross margin of 42.1% increased from 32.5% in the preceding quarter, reflecting an improvement in both product mix of higher price point cameras and a higher proportion of sales through our direct channel. In addition, we recorded no further inventory write-downs in the second quarter.
Second quarter 2016 operating loss of $109.4 million decreased sequentially by $12.1 million, or 10%, resulting from improved gross margin performance as described above, the absence of restructuring costs of $6.5 million incurred in the first quarter associated with our January 2016 global workforce reduction, and partially offset by acquisition-related costs and higher research and development and marketing expenses.
We ended the second quarter of 2016 with total cash and investments of $279.2 million, down $109.5 million or 28% sequentially from March 31, 2016. Cash used in operations of $45.5 million primarily reflected cash outflows from increased operating expenses that were partially offset by net cash inflows related to operating assets and liabilities, including an approximate $50 million decrease in inventory. We made total acquisition related payments of over $70 million in the second quarter of 2016, which primarily consisted of payments related to the acquisition of a mobile editing application company in April 2016 for purchase consideration of approximately $59 million, as well as deferred cash compensation payments of approximately $11 million related to acquisitions in the current year and prior periods.

21




GoPro, Inc.
Management's Discussion and Analysis of Financial Condition and Results of Operations

In May 2016, we launched the new mobile creative suite of Quik™ and Splice, two creative apps to help manage, edit, and share content from both GoPro cameras and mobile devices. Combined, the monthly active users have doubled to approximately 3.7 million in the second quarter of 2016 since we rebranded the apps as GoPro, and the cumulative downloads as of July 27, 2016 was approximately 37 million.
In June 2016, we launched GoPro Care to U.S. consumers, a fee-based service offering a range of support options, including extended warranty and accidental damage coverage. Revenue earned to date from GoPro Care was not material.
Looking Ahead
This fall, we plan to launch our next-generation HERO5 cameras and our first drone product for the consumer market, named Karma. We expect revenue to grow consecutively in each of the third and fourth quarters, as compared to the second quarter of 2016, based on our current expectations for these product launches. Furthermore, we expect sell-in to exceed sell-thru for the third quarter of 2016 due to our new product launches. Gross margin will fluctuate in future periods based on product, distributor and geographical mix and volume. We expect total operating expenses to grow sequentially for the third and fourth quarters, with a majority of this growth occurring in sales and marketing. We expect to increase our sales and marketing expenditures in the second half of 2016 to improve worldwide brand awareness, support the launch of our next generation cameras and drone-related products, software products and services and stimulate consumer demand during the holiday season.
Factors affecting performance
We believe that our future success will be dependent on many factors, including those further discussed below.  While these areas represent opportunities for us, they also represent challenges and risks that we must successfully address in order to continue the growth of our business and improve our results of operations.
Investing in research and development. We believe that our performance is significantly dependent on the investments we make in research and development and that we must continually develop and introduce innovative new products, enhance existing products and effectively stimulate customer demand for existing and future products. If we fail to innovate and enhance our product offerings, our brand, market position and revenue will be adversely affected. Further, if our research and development efforts are not successful, we will not recover the investments that we make in this aspect of our business. In the fall of this year, we plan to launch our next-generation HERO5 cameras and our first drone product for the consumer market, named Karma. We expect these hardware launches will be accompanied by ongoing software improvements and developments of our robust editing tools in both mobile and desktop. In future periods, we plan to further expand our software and services offerings and maintain our investment in our entertainment business.
Expanding our total addressable market and growing internationally. Our long-term growth will depend in part on our ability to expand our consumer base and our presence in international markets. We intend to broaden our user base to include a more diverse group of consumers by providing both innovative and easy-to-use cameras as well as offering intuitive and simple software tools that enable the seamless and easy sharing of content. We recently acquired two mobile video editing application companies that complement our strategy of enabling content management, editing and sharing across platforms. We plan to increase our presence globally through the active promotion of our brand, the formation of strategic partnerships, the introduction of new products and the growth of our international sales channel. We expect to begin offering localized customer experiences in multiple languages later this year including Chinese, French, German, Italian, Japanese, Korean, Portuguese, Spanish, and three versions of English. 
Investing in sales and marketing. We intend to continue investing significant resources in our marketing, advertising and brand management efforts. We believe consumers in many emerging markets are not familiar with our brand and products and believe there is a significant opportunity for GoPro to expand awareness through increased marketing efforts. Sales and marketing investments will often occur in advance of any sales benefits from these activities, and it may be difficult for us to determine if we are efficiently allocating our resources in this area.
Leveraging software, services, and entertainment content. We intend to continue to increase our investment in the development of software and services, as well as entertainment-related initiatives. We believe we have significant opportunities to establish new revenue streams from these software, services and entertainment investments. However, we do not have significant experience deriving revenue from the distribution of GoPro content or software,

22




GoPro, Inc.
Management's Discussion and Analysis of Financial Condition and Results of Operations

and we cannot be assured that these ongoing investments, which will occur before any material revenue contribution is received, will result in increased revenue or profitability.
Seasonality. Historically, we have experienced the highest levels of revenue in the fourth quarter of the year, coinciding with the holiday shopping season in the United States and Europe. Timely and effective product introductions and forecasting, whether just prior to the holiday season or otherwise, are critical to our operations and financial performance.

Results of Operations
The following table sets forth the components of our condensed consolidated statements of operations for each of the periods presented:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(dollars in thousands)
2016
 
2015
 
2016
 
2015
 
Dollars
 
%
 
Dollars
 
%
 
Dollars
 
%
 
Dollars
 
%
Revenue
$
220,755

 
100
 %
 
$
419,919

 
100
%
 
$
404,291

 
100
 %
 
$
783,028

 
100
 %
Cost of revenue(1)
127,753

 
58

 
225,579

 
54

 
251,575

 
62

 
424,955

 
54

Gross profit
93,002

 
42

 
194,340

 
46

 
152,716

 
38

 
358,073

 
46

Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Research and development(1)
93,049

 
42

 
58,453

 
14

 
170,028

 
42

 
107,890

 
14

Sales and marketing(1)
84,888

 
38

 
63,494

 
15

 
164,337

 
41

 
119,863

 
15

General and administrative(1)
24,442

 
11

 
26,255

 
6

 
49,163

 
12

 
61,914

 
8

Total operating expenses
202,379

 
92

 
148,202

 
35

 
383,528

 
95

 
289,667

 
37

Operating income (loss)
(109,377
)
 
(50
)
 
46,138

 
11

 
(230,812
)
 
(57
)
 
68,406

 
9

Other income (expense), net
660

 

 
122

 

 
353

 

 
(2,122
)
 

Income (loss) before income taxes
(108,717
)
 
(49
)
 
46,260

 
11

 
(230,459
)
 
(57
)
 
66,284

 
9

Income tax expense (benefit)
(16,950
)
 
(8
)
 
11,229

 
3

 
(31,233
)
 
(8
)
 
14,501

 
2

Net income (loss)
$
(91,767
)
 
(41
)%
 
$
35,031

 
8
%
 
$
(199,226
)
 
(49
)%
 
$
51,783

 
7
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Includes stock-based compensation expense as follows:
 
 
 
 
 
 
 
 
Cost of revenue
$
412

 
 
 
$
350

 
 
 
$
769

 
 
 
$
633

 
 
Research and development
7,086

 
 
 
3,710

 
 
 
13,096

 
 
 
7,245

 
 
Sales and marketing
3,679

 
 
 
2,932

 
 
 
6,883

 
 
 
5,998

 
 
General and administrative
6,227

 
 
 
11,197

 
 
 
12,387

 
 
 
30,814

 
 
Total
$
17,404

 
 
 
$
18,189

 
 
 
$
33,135

 
 
 
$
44,690

 
 

23




GoPro, Inc.
Management's Discussion and Analysis of Financial Condition and Results of Operations

Revenue
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(in thousands)
2016
 
2015
 
% Change
 
2016
 
2015
 
% Change
Units shipped
759

 
1,647

 
(54
)%
 
1,460

 
2,989

 
(51
)%
 
 
 
 
 
 
 
 
 
 
 
 
Americas
$
124,570

 
$
212,350

 
(41
)%
 
$
209,875

 
$
392,443

 
(47
)%
  Percentage of revenue
56.4
%
 
50.6
%
 
 
 
51.9
%
 
50.1
%
 
 
EMEA
$
60,714

 
$
137,186

 
(56
)%
 
$
120,992

 
$
276,265

 
(56
)%
  Percentage of revenue
27.5
%
 
32.7
%
 
 
 
29.9
%
 
35.3
%
 
 
APAC
$
35,471

 
$
70,383

 
(50
)%
 
$
73,424

 
$
114,320

 
(36
)%
  Percentage of revenue
16.1
%
 
16.8
%
 
 
 
18.2
%
 
14.6
%
 
 
Total revenue
$
220,755

 
$
419,919

 
(47
)%
 
$
404,291

 
$
783,028

 
(48
)%
The year-over-year decrease in revenue and units shipped during the second quarter and first half of 2016 compared to 2015 was driven by seasonally weaker camera sales than the prior year, across all geographic regions, reflecting the lack of a major new camera launch during the 2015 holiday season or during 2016 to date. Our revenue in the first half of 2015 benefited from the introduction of our HERO4 cameras preceding the 2014 holiday season, primarily in Europe and Asia. Estimated global channel unit sell-thru exceeded global unit sell-in by approximately 50% in each of the first two quarters of 2016.
The average selling price of units shipped, defined as total revenue divided by unit shipments, increased approximately 14% year-over-year due to a shift to a good-better-best offering of HERO Session, HERO4 Silver and HERO4 Black cameras, and the discontinuation of our entry-level HERO cameras.
Cost of revenue and gross margin
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(dollars in thousands)
2016
 
2015
 
%
Change
 
2016
 
2015
 
%
 Change
Cost of revenue
$
127,119

 
$
224,934

 
(43
)%
 
$
249,998

 
$
423,805

 
(41
)%
Stock-based compensation
412

 
350

 
18
 %
 
769

 
633

 
21
 %
Acquisition-related costs
222

 
295

 
(25
)%
 
444

 
517

 
(14
)%
Restructuring costs

 

 
N/A

 
364

 

 
N/A

Total cost of revenue
$
127,753

 
$
225,579

 
(43
)%
 
$
251,575

 
$
424,955

 
(41
)%
Gross margin
42.1
%
 
46.3
%
 
(420) bps

 
37.8
%
 
45.7
%
 
(790) bps

Gross margin of 42.1% in the second quarter of 2016 decreased 420 bps compared with the same period in 2015 due to higher marketing development funds in 2016 of approximately $6 million (or 150 bps) to accelerate sell-thru, changes in product mix (140 bps) and the allocation of fixed overhead costs across fewer units shipped in 2016 (130 bps). Gross margin of 37.8% in the first half of 2016 decreased 790 bps compared with the same period in 2015 due to changes in product mix (540 bps), the allocation of fixed overhead costs across fewer units shipped in 2016 (160 bps) and increased marketing development funds (90 bps).
We do not have material financial exposure remaining from purchase commitments and inventory related to our end-of-life HERO camera line. The year-over-year effect of stock-based compensation, acquisition-related costs and restructuring costs on gross margin was insignificant.

24




GoPro, Inc.
Management's Discussion and Analysis of Financial Condition and Results of Operations

Operating expenses
The year-over-year growth of $54 million, or 37%, in operating expenses in the second quarter of 2016 compared with the same period in 2015 was primarily attributable to an approximate $22 million year-over-year increase in cash-based personnel-related expenses, resulting from an approximate 26% growth in our global headcount, an approximate $11 million year-over-year increase in advertising and promotional activity costs, and an approximate $8 million year-over-year increase for allocated facilities, depreciation and other supporting overhead expenses. See discussion below.
Research and development
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(dollars in thousands)
2016
 
2015
 
% Change
 
2016
 
2015
 
% Change
Research and development
$
83,745

 
$
54,131

 
55
%
 
$
150,774

 
$
99,946

 
51
%
Stock-based compensation
7,086

 
3,710

 
91
%
 
13,096

 
7,245

 
81
%
Acquisition-related costs
2,218

 
612

 
262
%
 
3,503

 
699

 
401
%
Restructuring costs

 

 
N/A

 
2,655

 

 
N/A

Total research and development expenses
$
93,049

 
$
58,453

 
59
%
 
$
170,028

 
$
107,890

 
58
%
Percentage of revenue
42.2
%
 
13.9
%
 
 
 
42.1
%
 
13.8
%
 
 
The year-over-year growth of $34.6 million and $62.1 million in research and development expense in the second quarter and first half of 2016, respectively, compared to 2015 was primarily attributable to higher cash-based personnel-related costs of $16.8 million and $27.6 million, respectively, resulting from a 39% growth in global headcount from June 30, 2015 to June 30, 2016, and included compensation expenses of approximately $7 million payable to certain continuing employees of a recently acquired company. Additionally, the year-over-year growth in the second quarter and first half of 2016 was attributable to increases in material and equipment costs of $5.1 million and $9.9 million, respectively, increases in allocated facilities, depreciation and other supporting overhead expenses of $5.1 million and $9.5 million, respectively, and increases in consulting and outside professional service costs of $2.8 million and $6.8 million, respectively. The growth in research and development expense in absolute terms, and as a percentage of revenue, was primarily driven by investments (including increased headcount) to support the development of our next generation HERO5 cameras, drone-related products, content-management software solutions and entertainment-related initiatives.
Stock-based compensation increased $3.4 million and $5.9 million in the second quarter and first six months of 2016, respectively, due to higher employee headcount. Acquisition-related costs increased due to intangible asset amortization associated with two acquisitions completed during 2016. Restructuring costs of $2.7 million in the first half of 2016 included severance-related costs recorded in the first quarter 2016 associated with our January 2016 global workforce reduction.
Sales and marketing
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(dollars in thousands)
2016
 
2015
 
% Change
 
2016
 
2015
 
% Change
Sales and marketing
$
81,209

 
$
60,529

 
34
 %
 
$
154,754

 
$
113,799

 
36
 %
Stock-based compensation
3,679

 
2,932

 
25
 %
 
6,883

 
5,998

 
15
 %
Acquisition-related costs

 
33

 
(100
)%
 
22

 
66

 
(67
)%
Restructuring costs

 

 
N/A

 
2,678

 

 
N/A

Total sales and marketing expenses
$
84,888

 
$
63,494

 
34
 %
 
$
164,337

 
$
119,863

 
37
 %
Percentage of revenue
38.5
%
 
15.1
%
 
 
 
40.6
%
 
15.3
%
 
 

25




GoPro, Inc.
Management's Discussion and Analysis of Financial Condition and Results of Operations

The year-over-year growth of $21.4 million and $44.5 million in sales and marketing expense in the second quarter and first half of 2016, respectively, compared to 2015 was primarily attributable to higher advertising and promotional activity costs of $11.1 million and $21.6 million, respectively, associated with expanded corporate branding campaigns that began in the fourth quarter of 2015, as well as increases in cash-based personnel-related costs of $3.6 million and $9.6 million, respectively, resulting from a 17% growth in global headcount from June 30, 2015 to June 30, 2016, and increases in allocated facilities, depreciation and other supporting overhead expenses of $1.8 million and $4.4 million, respectively. Restructuring costs of $2.7 million included severance-related costs recorded in the first quarter associated with our January 2016 global workforce reduction.
General and administrative
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(dollars in thousands)
2016
 
2015
 
% Change
 
2016
 
2015
 
% Change
General and administrative
$
17,980

 
$
14,480

 
24
 %
 
$
34,861

 
$
30,522

 
14
 %
Stock-based compensation
6,227

 
11,197

 
(44
)%
 
12,387

 
30,814

 
(60
)%
Acquisition-related costs
235

 
578

 
(59
)%
 
1,104

 
578

 
91
 %
Restructuring costs

 

 
N/A

 
811

 

 
N/A

Total general and administrative expenses
$
24,442

 
$
26,255

 
(7
)%
 
$
49,163

 
$
61,914

 
(21
)%
Percentage of revenue
11.1
%
 
6.3
%
 
 
 
12.2
%
 
7.9
%
 
 
The year-over-year decrease of $1.8 million and $12.8 million in general and administrative expense in the second quarter and first half of 2016 compared to 2015 was primarily attributable to decreases in stock-based compensation of $5.0 million and $18.4 million, respectively, partially offset by increases in cash-based personnel-related costs of $1.2 million and $1.5 million, respectively, as well as consulting and outside professional service costs of $0.9 million and $2.3 million, respectively. The decrease in stock-based compensation was due to the timing of expense recognition attributable to the CEO RSUs. (See Note 7 to the Notes to Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q.)
Income taxes
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(dollars in thousands)
2016
 
2015
 
% Change
 
2016
 
2015
 
% Change
Income tax expense (benefit)
$
(16,950
)
 
$
11,229

 
(251
)%
 
$
(31,233
)
 
$
14,501

 
(315
)%
Effective tax rate
15.6
%
 
24.3
%
 
 
 
13.6
%
 
21.9
%
 
 
We recorded an income tax benefit of $17.0 million for the second quarter of 2016 due to a pre-tax net loss, which resulted in an effective tax rate of 15.6%. The lower effective tax rates for the second quarter and first half of 2016 compared to 2015 resulted from the Company providing a net tax benefit on pre-tax losses in the United States, which was offset by income taxes paid at lower rates in profitable foreign jurisdictions (primarily Europe). Our provision for income taxes in each period has differed from the tax computed at U.S. federal statutory tax rates due to state taxes, the effect of non-U.S. operations, deductible and non-deductible stock-based compensation expense, federal research and development tax credits, and adjustments to unrecognized tax benefits.


26




GoPro, Inc.
Management's Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources
The following table presents selected financial information as of June 30, 2016 and December 31, 2015:
(dollars in thousands)
June 30,
2016
 
December 31,
2015
Cash and cash equivalents
$
163,512

 
$
279,672

Marketable securities
115,688

 
194,386

Total cash, cash equivalents and marketable securities
$
279,200

 
$
474,058

Percentage of total assets
32
%
 
43
%
Historically, our operations have been financed primarily through cash flow from operating activities and the net proceeds from the maturities and sales of our marketable securities and issuance of our equity securities. As of June 30, 2016, $64.2 million of cash was held by our foreign subsidiaries. We do not presently intend to repatriate the remainder of these funds, if any, for use in our domestic operations, but if we were to do so, any such repatriated cash and cash equivalents could be subject to U.S. income taxes.
We reported negative operating cash flow in our condensed consolidated statement of cash flows for the first half of 2016 due to lower revenue and higher operating expense investment. We expect to generate positive operating cash flow beginning in the fourth quarter of 2016 based on our current expectations regarding revenue growth in the second half of the year, as described in "Looking Ahead" above. We believe our existing cash, cash equivalents and marketable securities balances and cash flow from future operations will be sufficient to meet our working capital needs, capital expenditures, outstanding commitments, and other liquidity requirements for at least the next 12 months and the foreseeable future.
In March 2016, we entered into a credit agreement with a syndicate of banks that provides for a secured revolving credit facility under which we may borrow up to an aggregate of $250 million and, subject to certain conditions, the total commitments may be increased to up to $300 million. As of June 30, 2016, we may borrow up to approximately $82 million under the credit facility. We currently have no outstanding borrowings. However, in the future, we may require additional capital to respond to business opportunities, challenges, acquisitions or unforeseen circumstances. If we are unable to obtain adequate financing under our credit facility, or alternative sources, when we require it, our ability to grow or support our business and to respond to business challenges could be significantly limited. (See Note 5 to the Notes to Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q for additional information.)
Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our rate of revenue growth, 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, market acceptance of our products, and overall economic conditions. We have completed acquisitions in the past and we expect to evaluate additional possible acquisitions of, or strategic investments in, businesses, products, and technologies that are complementary to our business, which may require the use of cash. For example, we recently acquired two mobile editing application companies for aggregate cash consideration of approximately $104 million to further enhance our future software related offerings. (See Note 2 to the Notes to Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q for additional information.)
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. In the event additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all.

27




GoPro, Inc.
Management's Discussion and Analysis of Financial Condition and Results of Operations

Summary of Cash Flows
The following table summarizes our cash flows for the periods indicated:
 
Six months ended
(in thousands)
June 30,
2016
 
June 30,
2015
 
% Change
Net cash provided by (used in) operating activities
$
(78,725
)
 
$
132,141

 
(160
)%
Net cash used in investing activities
$
(38,452
)
 
$
(156,855
)
 
(75
)%
Net cash provided by financing activities
$
1,151

 
$
44,375

 
(97
)%
Cash flows from operating activities. Cash used by operating activities of $78.7 million in the first half of 2016 was attributable to an adjusted net loss of $161.5 million (net loss adjusted for non-cash expenses of $37.7 million) and net cash inflow of $82.8 million from changes in operating assets and liabilities. Cash inflow related to changes in operating assets and liabilities consisted of net collections in accounts receivable of $80.7 million, reflecting seasonally lower sales, and a decrease in inventory of $98.3 million, reflecting decreased procurement activity associated with reducing our inventory in anticipation of new product launches, partially offset by decreases in accounts payable and other liabilities of $85.5 million due to the pay-out of 2015 and current year liabilities. The decrease in cash provided by operating activities of $210.9 million during the first half of 2016 compared to 2015 was primarily due to significant losses in 2016 compared to our net income for the first half of 2015.
Cash flows from investing activities. Cash used by investing activities was $38.5 million in the first half of 2016 resulting from net maturities and sales of marketable securities of $78.1 million to be used in operations, offset by $104.4 million in net cash used for acquisitions and $12.2 million for purchases of property and equipment, net. Cash used in investing activities was $156.9 million during the first half of 2015 resulting from $112.3 million for purchases of marketable securities, $57.7 million for business acquisitions, and $21.3 million for purchases of property and equipment, partially offset by $34.4 million for net sales and maturities of marketable securities.
Cash flows from financing activities. Our primary financing activities consisted of issuances of securities under our common stock plans. Cash provided by financing activities was $1.2 million in the first half of 2016 resulting from $4.4 million in net proceeds received from stock purchases made through our ESPP and employee stock option exercises, as well as $0.9 million of excess tax benefit related to stock-based compensation, partially offset by payments of $3.2 million for costs incurred in the first quarter to secure our credit facility. Cash provided by financing activities was $44.4 million during the first half of 2015 resulting from $17.1 million in proceeds received from employee stock option exercises and stock purchases made through our ESPP, as well as $28.1 million of excess tax benefit from stock award activities.

Contractual Commitments
Contractual obligations. See Note 11 to the Notes to Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q for discussion of our facility leases and other contractual commitments.
In addition, as of June 30, 2016, we recorded accrued liabilities for certain purchase commitments with contract manufacturers for quantities in excess of our future demand forecasts. (See Accrued Liabilities in Note 4 to the Notes to Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q.)
Off-balance sheet arrangements. During the periods presented, we did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Indemnifications. We have entered into indemnification agreements with our directors and executive officers which require us to indemnify our directors and executive officers against liabilities that may arise by reason of their status or service.  In addition, in the normal course of business, we enter into agreements that contain a variety of representations and warranties and provide for general indemnification. It is not possible to determine the maximum potential amount under these indemnification agreements due to our limited history with prior indemnification claims

28




GoPro, Inc.
Management's Discussion and Analysis of Financial Condition and Results of Operations

and the unique facts and circumstances involved in each particular agreement. To date, the payments we have made under these agreements have not had a material effect on our operating results, financial position or cash flows. However, we may record charges in the future as a result of these indemnification agreements.

Critical Accounting Policies and Estimates
There have been no material changes to our critical accounting policies and estimates, during the first six months of 2016, from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2015.
Non-GAAP Financial Measures
In addition to the measures presented in our condensed consolidated financial statements, we use the following non-GAAP financial metrics to evaluate our business, measure our performance, develop financial forecasts and make strategic decisions.
The following table presents a reconciliation of net income (loss) to adjusted EBITDA:
 
Three months ended
(in thousands)
June 30, 2016
 
March 31, 2016
 
June 30, 2015
Net income (loss)
$
(91,767
)
 
$
(107,459
)
 
$
35,031

Income tax expense (benefit)
(16,950
)
 
(14,283
)
 
11,229

Interest (income) expense, net
117

 
(334
)
 
155

Depreciation and amortization
9,482

 
8,323

 
6,422

POP display amortization
4,957

 
4,743

 
4,323