SEC Comment Letter 0000000000-24-006073 to GoPro, Inc. (GPRO)
GoPro, Inc.
Date: May 24, 2024 · CIK: 0001500435 · Accession: 0000000000-24-006073
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-36514
Letter
United States securities and exchange commission logo May 24, 2024 Nicholas Woodman Chief Executive Officer GoPro, Inc. 3025 Clearview Way San Mateo, California Re:GoPro, Inc. Form 10-K for Fiscal Year Ended December 31, 2023 Filed February 9, 2024 Form 10-Q for Fiscal Quarter Ended March 31, 2024 Filed May 7, 2024 Response Dated May 7, 2024 File No. 001-36514 Dear Nicholas Woodman : We have reviewed your May 7, 2024 response to our comment letter and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our April 10, 2024 letter. Form 10-Q for Fiscal Quarter Ended March 31, 2024 Management's Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Policies & Estimates Impairment of Goodwill, page 37 1.With regards to our prior comment 1, please tell us how you considered the first quarter developments discussed in footnote 9, including the increased and accelerated costs associated with your future product strategy and roadmap, an increasingly competitive environment, integration and product development costs related to the recent acquisition of Forcite Helmet Systems and restructuring, in your assessment of goodwill.
FirstName LastNameNicholas Woodman Comapany NameGoPro, Inc. May 24, 2024 Page 2 FirstName LastName Nicholas Woodman GoPro, Inc. May 24, 2024 Page 2 Non-GAAP Financial Measures , page 40 2.We note your response to comment 2. Please tell us how you calculated the income tax adjustments related to the non-GAAP financial measures. It appears that your non-GAAP adjustment for the deferred tax valuation allowance removes the effects of the valuation allowance from your GAAP tax provision and appears to change your income taxes recognition method, resulting in an individually tailored accounting. Please remove this adjustment from your reconciliation. Refer to Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.
Please contact Christie Wong at 202-551-3684 or Julie Sherman at 202-551-3640 if you have questions regarding comments on the financial statements and related matters. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services
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United States securities and exchange commission logo
May 24, 2024
Nicholas Woodman
Chief Executive Officer
GoPro, Inc.
3025 Clearview Way
San Mateo, California
Re:GoPro, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
Filed February 9, 2024
Form 10-Q for Fiscal Quarter Ended March 31, 2024
Filed May 7, 2024
Response Dated May 7, 2024
File No. 001-36514
Dear Nicholas Woodman :
We have reviewed your May 7, 2024 response to our comment letter and have the
following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our April 10, 2024
letter.
Form 10-Q for Fiscal Quarter Ended March 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies & Estimates
Impairment of Goodwill, page 37
1.With regards to our prior comment 1, please tell us how you considered the first quarter
developments discussed in footnote 9, including the increased and accelerated costs
associated with your future product strategy and roadmap, an increasingly competitive
environment, integration and product development costs related to the recent acquisition
of Forcite Helmet Systems and restructuring, in your assessment of goodwill.
FirstName LastNameNicholas Woodman
Comapany NameGoPro, Inc.
May 24, 2024 Page 2
FirstName LastName
Nicholas Woodman
GoPro, Inc.
May 24, 2024
Page 2
Non-GAAP Financial Measures , page 40
2.We note your response to comment 2. Please tell us how you calculated the income tax
adjustments related to the non-GAAP financial measures. It appears that your non-GAAP
adjustment for the deferred tax valuation allowance removes the effects of the valuation
allowance from your GAAP tax provision and appears to change your income taxes
recognition method, resulting in an individually tailored accounting. Please remove this
adjustment from your reconciliation. Refer to Question 100.04 of the Non-GAAP
Financial Measures Compliance and Disclosure Interpretations.
Please contact Christie Wong at 202-551-3684 or Julie Sherman at 202-551-3640 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services