SEC Comment Letter for GoPro, Inc. (GPRO) (CIK 0001500435) (GPRO) — Sep 30, 2016
GoPro, Inc. (GPRO) (CIK 0001500435)
Date: Sept. 30, 2016 · CIK: 0001500435 · Accession: 0000000000-16-095384
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 4628 September 30, 2016 Via E-Mail Brian McGee Chief Financial Officer GoPro, Inc. 3000 Clearview Way San Mateo, CA 94402
Re: GoPro , Inc. Form 10-K for the Fiscal Year Ended December 31, 2015 Filed February 2 9, 2016 File No. 1-36514
Dear Mr. McGee :
We have limited our review of your filing to your contacts with countries that have been identified as state sponsors of terrorism, and we have the following comments. Our review with respect to this issue does not preclude further review by the Assistant Director group with respect to other issues. In our comments , we ask you to provide us with information so we may better understand your disclosu re.
Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in y our response.
After reviewing your response to these comments, we may have additional comments.
Risk Factors, page l1 We are subject to governmental export and import controls .., page 23
1. You disclose that you have identified, and reported to federal agencies, possible firmware downloads for cameras to persons in embargoed countries and potential sanctions violations involving the provision of support services and firmware updates to persons in embargoed countries . Syria and Sudan are designated by t he State Department as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent of any past, current, and anticipated contacts with Syria and Sudan, whether through subsidiari es, affiliates, distributors, resellers or other direct or indirect arrangements. You should describe any products or services you have provided to Syria and Sudan, directly or indirectly, and any agreements, commercial arrangements, or other contacts wit h the governments of those countries or entities they control.
Brian McGee GoPro, Inc. September 30, 2016 Page 2
2. Please discuss the materiality of any contacts with Syria or Sudan you describe in response to the comment above, and whether those contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated rev enues, assets, and liabilities for the last three fiscal years and the subsequent interim period . Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the pot ential impact of corporate activities upon a company’s reputation and share value. Various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S. - designated state sponsors of terrorism. You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Sudan and Syria.
3. We are aware of rec ent news reports about ISIS members using GoPro products to shoot footage. Please address for us the potential for reputational harm from the reports.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In responding to our comments, please provide a written statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiate d by the Commission or any person under the federal securities laws of the United States.
You may contact Jennifer Hardy, Special Counsel, at (202) 551 -3767 or me at (202) 551 - 3470 if you have any questions about the comments or our review.
Sincerely,
/s/ Cecilia Blye
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Mail Stop 4628 September 30, 2016 Via E-Mail Brian McGee Chief Financial Officer GoPro, Inc. 3000 Clearview Way San Mateo, CA 94402 Re: GoPro , Inc. Form 10-K for the Fiscal Year Ended December 31, 2015 Filed February 2 9, 2016 File No. 1-36514 Dear Mr. McGee : We have limited our review of your filing to your contacts with countries that have been identified as state sponsors of terrorism, and we have the following comments. Our review with respect to this issue does not preclude further review by the Assistant Director group with respect to other issues. In our comments , we ask you to provide us with information so we may better understand your disclosu re. Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in y our response. After reviewing your response to these comments, we may have additional comments. Risk Factors, page l1 We are subject to governmental export and import controls .., page 23 1. You disclose that you have identified, and reported to federal agencies, possible firmware downloads for cameras to persons in embargoed countries and potential sanctions violations involving the provision of support services and firmware updates to persons in embargoed countries . Syria and Sudan are designated by t he State Department as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent of any past, current, and anticipated contacts with Syria and Sudan, whether through subsidiari es, affiliates, distributors, resellers or other direct or indirect arrangements. You should describe any products or services you have provided to Syria and Sudan, directly or indirectly, and any agreements, commercial arrangements, or other contacts wit h the governments of those countries or entities they control. Brian McGee GoPro, Inc. September 30, 2016 Page 2 2. Please discuss the materiality of any contacts with Syria or Sudan you describe in response to the comment above, and whether those contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated rev enues, assets, and liabilities for the last three fiscal years and the subsequent interim period . Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the pot ential impact of corporate activities upon a company’s reputation and share value. Various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S. - designated state sponsors of terrorism. You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Sudan and Syria. 3. We are aware of rec ent news reports about ISIS members using GoPro products to shoot footage. Please address for us the potential for reputational harm from the reports. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In responding to our comments, please provide a written statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiate d by the Commission or any person under the federal securities laws of the United States. You may contact Jennifer Hardy, Special Counsel, at (202) 551 -3767 or me at (202) 551 - 3470 if you have any questions about the comments or our review. Sincerely, /s/ Cecilia Blye Cecilia Blye, Chief Office of Global Security Risk Brian McGee GoPro, Inc. September 30, 2016 Page 3 cc: Sharon Zezima, General Counsel GoPro, Inc. Amanda Ravitz Assistant Director