SEC Comment Letter for GoPro, Inc. (GPRO) (CIK 0001500435) (GPRO) — May 1, 2017
GoPro, Inc. (GPRO) (CIK 0001500435)
Date: May 1, 2017 · CIK: 0001500435 · Accession: 0000000000-17-015123
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Letter
Mail Stop 3030 May 1 , 2017 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 , 2016 Filed February 16, 2017 File No. 001 -36514
Dear Mr. McGee :
We have reviewed your filing an d have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
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 your response.
After reviewing your response to these comments, we may have additional comments.
Form 10 -K for the Fiscal Year Ended December 31, 2016
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Operating expenses, page 40
1. We note that there have been significant increases in your research and development expenses in recent periods, and that you expect this trend to continue in 2017. Please revise your MD&A to disclose any known trends or uncertainties with respect to your research and development expenses, and discuss if known the anticipated drivers therefor. For example it appears that certain of your R&D expenditures have related to the resolu tion of issues related to Karma.
Brian McGee GoPro, Inc. May 1 , 2017 Page 2
Schedule II, page 82
2. You include Sched ule II on page 82 even though on page 84 you state that all schedules are omitted. Please amend the filing to include an audit report on your schedule, as required by Rule 5 -04(c) of Regulation S -X. In addition, have your independent registered public ac counting firm reference that report in its consent.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
You may contact Michael Fay at (202) 551-3812 or Kate Tillan, Assistant Chief Accountant, at (202) 551-3604 if you have questions regarding comments on the financial statements and related matters. Please contact Brian Soares at (202) 551-3580 or Tim Buchmiller at (202) 551-3635 with any other questions.
Sincerely,
/s/ Kate Tillan for
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Mail Stop 3030 May 1 , 2017 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 , 2016 Filed February 16, 2017 File No. 001 -36514 Dear Mr. McGee : We have reviewed your filing an d have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. 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 your response. After reviewing your response to these comments, we may have additional comments. Form 10 -K for the Fiscal Year Ended December 31, 2016 Management’s Discussion and Analysis of Financial Condition and Results of Operations Operating expenses, page 40 1. We note that there have been significant increases in your research and development expenses in recent periods, and that you expect this trend to continue in 2017. Please revise your MD&A to disclose any known trends or uncertainties with respect to your research and development expenses, and discuss if known the anticipated drivers therefor. For example it appears that certain of your R&D expenditures have related to the resolu tion of issues related to Karma. Brian McGee GoPro, Inc. May 1 , 2017 Page 2 Schedule II, page 82 2. You include Sched ule II on page 82 even though on page 84 you state that all schedules are omitted. Please amend the filing to include an audit report on your schedule, as required by Rule 5 -04(c) of Regulation S -X. In addition, have your independent registered public ac counting firm reference that report in its consent. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Michael Fay at (202) 551-3812 or Kate Tillan, Assistant Chief Accountant, at (202) 551-3604 if you have questions regarding comments on the financial statements and related matters. Please contact Brian Soares at (202) 551-3580 or Tim Buchmiller at (202) 551-3635 with any other questions. Sincerely, /s/ Kate Tillan for Martin James Senior Assistant Chief Accountant Office of Electronics and Machinery