|
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended March 31, 2018
|
|
OR
|
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from ________________ to ________________
|
Delaware
|
|
77-0629474
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
3000 Clearview Way
San Mateo, California |
|
94402
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
|
|
Page
|
PART I. FINANCIAL INFORMATION
|
||
Item 1.
|
|
|
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
PART II. OTHER INFORMATION
|
||
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 5.
|
||
Item 6.
|
||
|
(in thousands, except par values)
|
March 31, 2018
|
|
December 31, 2017
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
104,987
|
|
|
$
|
202,504
|
|
Marketable securities
|
39,846
|
|
|
44,886
|
|
||
Accounts receivable, net
|
81,431
|
|
|
112,935
|
|
||
Inventory
|
132,619
|
|
|
150,551
|
|
||
Prepaid expenses and other current assets
|
32,703
|
|
|
62,811
|
|
||
Total current assets
|
391,586
|
|
|
573,687
|
|
||
Property and equipment, net
|
62,791
|
|
|
68,587
|
|
||
Intangible assets, net
|
21,844
|
|
|
24,499
|
|
||
Goodwill
|
146,459
|
|
|
146,459
|
|
||
Other long-term assets
|
26,194
|
|
|
37,014
|
|
||
Total assets
|
$
|
648,874
|
|
|
$
|
850,246
|
|
|
|
|
|
||||
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
87,534
|
|
|
$
|
138,257
|
|
Accrued liabilities
|
146,945
|
|
|
213,030
|
|
||
Deferred revenue
|
15,235
|
|
|
19,244
|
|
||
Total current liabilities
|
249,714
|
|
|
370,531
|
|
||
Long-term taxes payable
|
18,559
|
|
|
21,188
|
|
||
Long-term debt
|
132,189
|
|
|
130,048
|
|
||
Other long-term liabilities
|
32,335
|
|
|
29,774
|
|
||
Total liabilities
|
432,797
|
|
|
551,541
|
|
||
|
|
|
|
||||
Commitments, contingencies and guarantees (Note 9)
|
|
|
|
|
|||
|
|
|
|
||||
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, 102,709 and 101,034 shares issued and outstanding, respectively; 150,000 Class B shares authorized, 35,964 and 35,966 shares issued and outstanding, respectively
|
866,033
|
|
|
854,452
|
|
||
Treasury stock, at cost, 10,710 and 10,710 shares, respectively
|
(113,613
|
)
|
|
(113,613
|
)
|
||
Accumulated deficit
|
(536,343
|
)
|
|
(442,134
|
)
|
||
Total stockholders’ equity
|
216,077
|
|
|
298,705
|
|
||
Total liabilities and stockholders’ equity
|
$
|
648,874
|
|
|
$
|
850,246
|
|
|
Three months ended March 31,
|
||||||
(in thousands, except per share data)
|
2018
|
|
2017
|
||||
Revenue
|
$
|
202,346
|
|
|
$
|
218,614
|
|
Cost of revenue
|
157,430
|
|
|
150,048
|
|
||
Gross profit
|
44,916
|
|
|
68,566
|
|
||
Operating expenses:
|
|
|
|
||||
Research and development
|
50,979
|
|
|
66,166
|
|
||
Sales and marketing
|
49,170
|
|
|
67,856
|
|
||
General and administrative
|
19,506
|
|
|
22,759
|
|
||
Total operating expenses
|
119,655
|
|
|
156,781
|
|
||
Operating loss
|
(74,739
|
)
|
|
(88,215
|
)
|
||
Other income (expense):
|
|
|
|
||||
Interest expense
|
(4,567
|
)
|
|
(814
|
)
|
||
Other income, net
|
177
|
|
|
161
|
|
||
Total other expense, net
|
(4,390
|
)
|
|
(653
|
)
|
||
Loss before income taxes
|
(79,129
|
)
|
|
(88,868
|
)
|
||
Income tax (benefit) expense
|
(2,782
|
)
|
|
22,282
|
|
||
Net loss
|
$
|
(76,347
|
)
|
|
$
|
(111,150
|
)
|
|
|
|
|
||||
Net loss per share:
|
|
|
|
||||
Basic
|
$
|
(0.55
|
)
|
|
$
|
(0.78
|
)
|
Diluted
|
$
|
(0.55
|
)
|
|
$
|
(0.78
|
)
|
|
|
|
|
||||
Shares used to compute net loss per share:
|
|
|
|
||||
Basic
|
137,857
|
|
|
142,899
|
|
||
Diluted
|
137,857
|
|
|
142,899
|
|
|
Three months ended March 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Operating activities:
|
|
|
|
||||
Net loss
|
$
|
(76,347
|
)
|
|
$
|
(111,150
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Depreciation and amortization
|
8,907
|
|
|
11,693
|
|
||
Stock-based compensation
|
10,823
|
|
|
13,125
|
|
||
Deferred income taxes
|
(593
|
)
|
|
(2,050
|
)
|
||
Non-cash restructuring charges
|
2,933
|
|
|
966
|
|
||
Non-cash interest expense
|
1,934
|
|
|
—
|
|
||
Other
|
272
|
|
|
1,630
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable, net
|
31,277
|
|
|
109,588
|
|
||
Inventory
|
17,932
|
|
|
(40,543
|
)
|
||
Prepaid expenses and other assets
|
26,138
|
|
|
(14,936
|
)
|
||
Accounts payable and other liabilities
|
(117,879
|
)
|
|
(105,524
|
)
|
||
Deferred revenue
|
(2,509
|
)
|
|
(737
|
)
|
||
Net cash used in operating activities
|
(97,112
|
)
|
|
(137,938
|
)
|
||
|
|
|
|
||||
Investing activities:
|
|
|
|
||||
Purchases of property and equipment, net
|
(6,782
|
)
|
|
(5,166
|
)
|
||
Purchases of marketable securities
|
(14,896
|
)
|
|
—
|
|
||
Maturities of marketable securities
|
20,000
|
|
|
14,160
|
|
||
Sale of marketable securities
|
—
|
|
|
11,623
|
|
||
Net cash provided by (used in) investing activities
|
(1,678
|
)
|
|
20,617
|
|
||
|
|
|
|
||||
Financing activities:
|
|
|
|
||||
Proceeds from issuance of common stock
|
3,210
|
|
|
6,038
|
|
||
Taxes paid related to net share settlement of equity awards
|
(2,402
|
)
|
|
(6,283
|
)
|
||
Payment of deferred acquisition-related consideration
|
—
|
|
|
(75
|
)
|
||
Net cash provided by (used in) financing activities
|
808
|
|
|
(320
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
465
|
|
|
404
|
|
||
Net decrease in cash and cash equivalents
|
(97,517
|
)
|
|
(117,237
|
)
|
||
Cash and cash equivalents at beginning of period
|
202,504
|
|
|
192,114
|
|
||
Cash and cash equivalents at end of period
|
$
|
104,987
|
|
|
$
|
74,877
|
|
Standard
|
|
Description
|
|
Company’s date of adoption
|
|
Effect on the condensed consolidated financial statements or other significant matters
|
Standards that were adopted
|
|
|
|
|
||
Income Taxes
ASU No. 2016-16 (Topic 740)
|
|
This standard requires entities to recognize the income tax consequences of intra-entity asset transfers when they occur. This removes the exception to postpone recognition until the asset has been sold to an outside party. The updated standard is effective in annual and interim periods in fiscal years beginning after December 15, 2017, with early adoption permitted during the first interim period of a fiscal year.
|
|
January 1, 2018
|
|
Adoption of the standard resulted in the recognition of previously unrecognized deferred charges using a modified retrospective method. The Company recorded a reversal of the $15.0 million of deferred charges, an increase to U.S. deferred tax assets of $1.2 million with a corresponding U.S. valuation allowance of $1.2 million. The net impact to equity was an increase in the accumulated deficit of approximately $15.0 million upon adoption.
|
Stock Compensation
ASU No. 2017-09 (Topic 718) |
|
This standard clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under this standard, modification is required only if the fair value, the vesting conditions, or the classification of an award as equity or liability changes as a result of the change in terms or conditions. The updated standard is effective in annual and interim periods in fiscal years beginning after December 15, 2017, with early adoption permitted.
|
|
January 1, 2018
|
|
The Company adopted ASU 2017-09 which did not impact its condensed consolidated financial statements and related disclosures. The Company adopted the amendment on a prospective basis.
|
Revenue from Contracts with Customers
ASU No. 2014-09, 2015-14, 2016-08, 2016-10 and 2016-12 (Topic 606)
|
|
The updated revenue standard establishes principles for recognizing revenue and develops a common revenue standard for all industries. 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. Early adoption is permitted, but not earlier than the first quarter of 2017. The retrospective or modified retrospective basis method is permitted.
|
|
January 1, 2018
|
|
The Company completed an analysis of the impact of the new standard on its sales contract portfolio by reviewing its previous accounting policies and practices to identify differences that would result from applying the requirements of the new standard to its sales contracts. The Company’s analysis of its contracts under the new standard supported the recognition of its product revenue at the time the product is delivered, and PCS revenue on a straight-line basis, consistent with its previous revenue policy.
As a result of the adoption of the new standard, the Company recorded a $2.9 million increase to its accumulated deficit on January 1, 2018, of which $4.9 million related to certain estimated sales incentives which would have been recognized at the time the product was shipped in the prior period, partially offset by $2.0 million related to revenue that would have been recognized in the prior period from the Company’s website sales that had shipped but had not been delivered as of December 31, 2017. Sales incentives are considered variable consideration under the new standard and are accounted for as a reduction to the transaction price. This change resulted in a reduction of revenue being recorded earlier than under the previous guidance. Additionally, for customers who purchased products directly from the Company’s website, the new standard provides for a policy election whereby the Company has recorded revenue when the related product was shipped. This change resulted in recognition of revenue earlier than under previous guidance. In addition, the Company recorded a $1.0 million increase to deferred tax assets and a corresponding $1.0 million increase in valuation allowance.
The Company adopted the standard using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Prior periods were not retrospectively adjusted. Refer below for the impact on each financial statement line item as of and for the three months ended March 31, 2018 due to the adoption of the standard.
|
(in thousands)
|
Balance at December 31, 2017
|
|
Adjustment due to ASU 2014-09
|
|
Adjustment due to ASU 2016-16
|
|
Balance at January 1, 2018
|
||||||||
Accumulated deficit
|
$
|
(442,134
|
)
|
|
$
|
(2,872
|
)
|
|
$
|
(14,990
|
)
|
|
$
|
(459,996
|
)
|
|
For the three months ended March 31, 2018
|
||||||||||
(in thousands)
|
As Reported Under ASC 606
|
|
Effect of Change
|
|
Balance Under ASC 605
|
||||||
Revenue
|
$
|
202,346
|
|
|
$
|
6,956
|
|
|
$
|
209,302
|
|
|
As of March 31, 2018
|
||||||||||
(in thousands)
|
As Reported Under ASC 606
|
|
Effect of Change
|
|
Balance Under ASC 605
|
||||||
Accounts receivable, net
|
$
|
81,431
|
|
|
$
|
(19,980
|
)
|
|
$
|
61,451
|
|
Inventory, net
|
132,619
|
|
|
7,526
|
|
|
140,145
|
|
|||
Prepaid expenses and other current assets
|
32,703
|
|
|
(7,526
|
)
|
|
25,177
|
|
|||
Accrued liabilities
|
146,945
|
|
|
(19,980
|
)
|
|
126,965
|
|
|||
Current deferred revenue
|
15,235
|
|
|
602
|
|
|
15,837
|
|
Standard
|
|
Description
|
|
Expected date of adoption
|
|
Effect on the condensed consolidated financial statements or other significant matters
|
Standards not yet adopted
|
|
|
|
|
||
Leases
ASU No. 2016-02(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. The new standard should be applied on a modified retrospective basis.
|
|
January 1, 2019
|
|
Although the Company is currently evaluating the impact that the adoption of this standard will have on its condensed consolidated financial statements and related disclosures, the Company currently expects that most of its operating lease commitments will be subject to the new standard and recognized as operating lease liabilities and right-of-use assets upon adoption.
|
Intangible - Goodwill and Other
ASU No. 2017-04 (Topic 350)
|
|
This standard simplifies the accounting for goodwill and removes Step 2 of the annual goodwill impairment test. Upon adoption, goodwill impairment will be determined based on the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. Early adoption permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017, and requires a prospective transition method.
|
|
January 1, 2020
|
|
The Company does not expect that the adoption of this standard will have a material impact on its condensed consolidated financial statements and related disclosures.
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
(in thousands)
|
Level 1
|
|
Level 2
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||||||||
Cash equivalents
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Money market funds
|
$
|
33,074
|
|
|
$
|
—
|
|
|
$
|
33,074
|
|
|
$
|
25,251
|
|
|
$
|
—
|
|
|
$
|
25,251
|
|
Commercial paper
|
9,990
|
|
|
—
|
|
|
9,990
|
|
|
14,981
|
|
|
—
|
|
|
14,981
|
|
||||||
Corporate debt securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,500
|
|
|
2,500
|
|
||||||
Agency securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,999
|
|
|
4,999
|
|
||||||
Total cash equivalents
|
$
|
43,064
|
|
|
$
|
—
|
|
|
$
|
43,064
|
|
|
$
|
40,232
|
|
|
$
|
7,499
|
|
|
$
|
47,731
|
|
Marketable securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. treasury securities
|
$
|
—
|
|
|
$
|
4,985
|
|
|
$
|
4,985
|
|
|
$
|
—
|
|
|
$
|
4,995
|
|
|
$
|
4,995
|
|
Commercial paper
|
17,397
|
|
|
—
|
|
|
17,397
|
|
|
19,888
|
|
|
—
|
|
|
19,888
|
|
||||||
Corporate debt securities
|
—
|
|
|
17,464
|
|
|
17,464
|
|
|
—
|
|
|
20,003
|
|
|
20,003
|
|
||||||
Total marketable securities
|
$
|
17,397
|
|
|
$
|
22,449
|
|
|
$
|
39,846
|
|
|
$
|
19,888
|
|
|
$
|
24,998
|
|
|
$
|
44,886
|
|
(in thousands)
|
March 31, 2018
|
|
December 31, 2017
|
||||
Components
|
$
|
22,209
|
|
|
$
|
18,995
|
|
Finished goods
|
110,410
|
|
|
131,556
|
|
||
Total inventory
|
$
|
132,619
|
|
|
$
|
150,551
|
|
(in thousands)
|
March 31, 2018
|
|
December 31, 2017
|
||||
Leasehold improvements
|
$
|
67,853
|
|
|
$
|
67,713
|
|
Production, engineering and other equipment
|
47,770
|
|
|
47,502
|
|
||
Tooling
|
24,919
|
|
|
24,871
|
|
||
Computers and software
|
20,909
|
|
|
20,636
|
|
||
Furniture and office equipment
|
15,599
|
|
|
14,895
|
|
||
Tradeshow equipment and other
|
7,235
|
|
|
7,237
|
|
||
Construction in progress
|
120
|
|
|
347
|
|
||
Gross property and equipment
|
184,405
|
|
|
183,201
|
|
||
Less: Accumulated depreciation and amortization
|
(121,614
|
)
|
|
(114,614
|
)
|
||
Property and equipment, net
|
$
|
62,791
|
|
|
$
|
68,587
|
|
|
March 31, 2018
|
||||||||||
(in thousands)
|
Gross carrying value
|
|
Accumulated amortization
|
|
Net carrying value
|
||||||
Purchased technology
|
$
|
49,901
|
|
|
$
|
(28,672
|
)
|
|
$
|
21,229
|
|
In-process research and development (IPR&D)
|
615
|
|
|
—
|
|
|
615
|
|
|||
Total intangible assets
|
$
|
50,516
|
|
|
$
|
(28,672
|
)
|
|
$
|
21,844
|
|
|
December 31, 2017
|
||||||||||
(in thousands)
|
Gross carrying value
|
|
Accumulated amortization
|
|
Net carrying value
|
||||||
Purchased technology
|
$
|
49,901
|
|
|
$
|
(26,017
|
)
|
|
$
|
23,884
|
|
IPR&D
|
615
|
|
|
—
|
|
|
615
|
|
|||
Total intangible assets
|
$
|
50,516
|
|
|
$
|
(26,017
|
)
|
|
$
|
24,499
|
|
(in thousands)
|
Total
|
||
Year ending December 31,
|
|
||
2018 (remaining 9 months)
|
$
|
8,659
|
|
2019
|
7,458
|
|
|
2020
|
4,242
|
|
|
2021
|
870
|
|
|
2022
|
—
|
|
|
|
$
|
21,229
|
|
(in thousands)
|
March 31, 2018
|
|
December 31, 2017
|
||||
Point of purchase (POP) displays
|
$
|
15,828
|
|
|
$
|
16,451
|
|
Long-term deferred tax assets
|
1,251
|
|
|
825
|
|
||
Deposits and other
|
9,115
|
|
|
19,738
|
|
||
Other long-term assets
|
$
|
26,194
|
|
|
$
|
37,014
|
|
(in thousands)
|
March 31, 2018
|
|
December 31, 2017
|
||||
Accrued payables
(1)
|
$
|
38,698
|
|
|
$
|
44,582
|
|
Employee related liabilities
(1)
|
15,100
|
|
|
24,945
|
|
||
Accrued sales incentives
|
36,281
|
|
|
89,549
|
|
||
Refund liability
|
19,980
|
|
|
—
|
|
||
Warranty liability
|
9,082
|
|
|
9,934
|
|
||
Customer deposits
|
10,114
|
|
|
8,700
|
|
||
Income taxes payable
|
1,049
|
|
|
1,247
|
|
||
Purchase order commitments
|
4,914
|
|
|
6,162
|
|
||
Inventory received
|
6,751
|
|
|
14,470
|
|
||
Other
|
4,976
|
|
|
13,441
|
|
||
Accrued liabilities
|
$
|
146,945
|
|
|
$
|
213,030
|
|
(1)
|
See Note
11
for amounts associated with restructuring liabilities.
|
|
Three months ended March 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Beginning balance
|
$
|
10,373
|
|
|
$
|
11,945
|
|
Charged to cost of revenue
|
4,758
|
|
|
4,226
|
|
||
Settlement of warranty claims
|
(5,724
|
)
|
|
(4,729
|
)
|
||
Ending balance
|
$
|
9,407
|
|
|
$
|
11,442
|
|
•
|
during any calendar quarter beginning after the calendar quarter ending on September 30, 2017, if the last reported sale price of Class A common stock for at least 20 trading days (whether or not consecutive) during the last 30 consecutive trading days of the immediately preceding fiscal quarter is greater than or equal to
130%
of the conversion price of the Notes on each applicable trading day;
|
•
|
during the five-business day period following any five consecutive trading day period in which the trading price for the Notes is less than
98%
of the product of the last reported sale price of Class A common stock and the conversion rate for the Notes on each such trading day; or
|
•
|
upon the occurrence of specified corporate events.
|
|
Shares
(in thousands)
|
|
Weighted- average
exercise price |
|
Weighted-average remaining contractual term (in years)
|
|
Aggregate intrinsic value
(in thousands) |
|||||
Outstanding at December 31, 2017
|
9,809
|
|
|
$
|
11.16
|
|
|
6.00
|
|
$
|
19,971
|
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(222
|
)
|
|
0.86
|
|
|
|
|
|
|||
Forfeited/Cancelled
|
(555
|
)
|
|
12.84
|
|
|
|
|
|
|||
Outstanding at March 31, 2018
|
9,032
|
|
|
$
|
11.31
|
|
|
5.12
|
|
$
|
10,931
|
|
|
|
|
|
|
|
|
|
|||||
Vested and expected to vest at March 31, 2018
|
9,020
|
|
|
$
|
11.31
|
|
|
5.11
|
|
$
|
10,931
|
|
Exercisable at March 31, 2018
|
8,093
|
|
|
$
|
11.27
|
|
|
4.72
|
|
$
|
10,931
|
|
|
Shares
(in thousands)
|
|
Weighted- average grant date fair value
|
|||
Non-vested shares at December 31, 2017
|
9,483
|
|
|
$
|
11.87
|
|
Granted
|
122
|
|
|
6.04
|
|
|
Vested
|
(1,246
|
)
|
|
11.02
|
|
|
Forfeited
|
(1,859
|
)
|
|
11.91
|
|
|
Non-vested shares at March 31, 2018
|
6,500
|
|
|
$
|
11.91
|
|
|
Three months ended March 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Cost of revenue
|
$
|
382
|
|
|
$
|
495
|
|
Research and development
|
5,005
|
|
|
5,682
|
|
||
Sales and marketing
|
2,747
|
|
|
2,691
|
|
||
General and administrative
|
2,689
|
|
|
4,257
|
|
||
Total stock-based compensation expense
|
$
|
10,823
|
|
|
$
|
13,125
|
|
|
Three months ended March 31,
|
||||||
(in thousands, except per share data)
|
2018
|
|
2017
|
||||
Numerator:
|
|
|
|
||||
Net loss
|
$
|
(76,347
|
)
|
|
$
|
(111,150
|
)
|
|
|
|
|
||||
Denominator:
|
|
|
|
||||
Weighted-average common shares—basic for Class A and Class B common stock
|
137,857
|
|
|
142,899
|
|
||
Effect of dilutive stock-based awards
|
—
|
|
|
—
|
|
||
Weighted-average common shares—diluted for Class A and Class B common stock
|
137,857
|
|
|
142,899
|
|
||
|
|
|
|
||||
Net loss per share
|
|
|
|
||||
Basic
|
$
|
(0.55
|
)
|
|
$
|
(0.78
|
)
|
Diluted
|
$
|
(0.55
|
)
|
|
$
|
(0.78
|
)
|
|
Three months ended March 31,
|
||||
(in thousands)
|
2018
|
|
2017
|
||
Effect of anti-dilutive stock-based awards
|
17,593
|
|
|
20,720
|
|
|
Three months ended March 31,
|
||||||
(dollars in thousands)
|
2018
|
|
2017
|
||||
Income tax (benefit) expense
|
$
|
(2,782
|
)
|
|
$
|
22,282
|
|
Effective tax rate
|
3.5
|
%
|
|
(25.1
|
)%
|
|
March 31, 2018
|
|
December 31, 2017
|
Customer A
|
21%
|
|
16%
|
Customer B
|
31%
|
|
32%
|
Customer C
|
*
|
|
12%
|
Customer D
|
*
|
|
11%
|
|
Three months ended March 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Accounts receivable sold
|
$
|
18,596
|
|
|
$
|
37,388
|
|
Factoring fees
|
221
|
|
|
313
|
|
|
Three months ended March 31,
|
||
|
2018
|
|
2017
|
Customer A
|
14%
|
|
16%
|
Customer B
|
14%
|
|
*
|
|
Three months ended March 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Americas
|
$
|
90,472
|
|
|
$
|
95,707
|
|
Europe, Middle East and Africa (EMEA)
|
62,310
|
|
|
67,863
|
|
||
Asia and Pacific (APAC)
|
49,564
|
|
|
55,044
|
|
||
Total revenue
|
$
|
202,346
|
|
|
$
|
218,614
|
|
|
Three months ended March 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Cost of revenue
|
$
|
1,239
|
|
|
$
|
393
|
|
Research and development
|
9,599
|
|
|
5,679
|
|
||
Sales and marketing
|
3,618
|
|
|
5,242
|
|
||
General and administrative
|
2,282
|
|
|
1,141
|
|
||
Total restructuring charges
|
$
|
16,738
|
|
|
$
|
12,455
|
|
(in thousands)
|
Severance
|
|
Other
|
|
Total
|
||||||
Restructuring liability as of December 31, 2017
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restructuring charges
|
11,895
|
|
|
2,271
|
|
|
14,166
|
|
|||
Cash paid
|
(9,332
|
)
|
|
(138
|
)
|
|
(9,470
|
)
|
|||
Non-cash reductions
|
(226
|
)
|
|
(793
|
)
|
|
(1,019
|
)
|
|||
Restructuring liability as of March 31, 2018
|
$
|
2,337
|
|
|
$
|
1,340
|
|
|
$
|
3,677
|
|
(in thousands)
|
Severance
|
|
Other
|
|
Total
|
||||||
Restructuring liability as of December 31, 2017
|
$
|
—
|
|
|
$
|
3,550
|
|
|
$
|
3,550
|
|
Restructuring charges
|
—
|
|
|
2,139
|
|
|
2,139
|
|
|||
Cash paid
|
—
|
|
|
(819
|
)
|
|
(819
|
)
|
|||
Non-cash charges
|
—
|
|
|
262
|
|
|
262
|
|
|||
Restructuring liability as of March 31, 2018
|
$
|
—
|
|
|
$
|
5,132
|
|
|
$
|
5,132
|
|
(in thousands)
|
Severance
|
|
Other
|
|
Total
|
||||||
Restructuring liability as of December 31, 2017
|
$
|
400
|
|
|
$
|
50
|
|
|
$
|
450
|
|
Restructuring charges
|
434
|
|
|
—
|
|
|
434
|
|
|||
Cash paid
|
(241
|
)
|
|
—
|
|
|
(241
|
)
|
|||
Restructuring liability as of March 31, 2018
|
$
|
593
|
|
|
$
|
50
|
|
|
$
|
643
|
|
•
|
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 first quarter of
2018
to
2017
.
|
•
|
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.
Overview of our contractual obligations, including expected payment schedule and indemnifications as of
March 31, 2018
.
|
•
|
Critical Accounting Policies and Estimates.
Accounting estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts.
|
•
|
Non-GAAP Financial Measures.
A presentation of our results reconciling GAAP to non-GAAP adjusted measures.
|
(units and dollars in thousands, except per share amounts)
|
Q1 2018
|
|
Q4 2017
|
|
Q1 2017
|
|
Q1 2018 vs. Q4 2017
|
|
Q1 2018 vs. Q1 2017
|
||||||||
Revenue
|
$
|
202,346
|
|
|
$
|
334,796
|
|
|
$
|
218,614
|
|
|
(40
|
)%
|
|
(7
|
)%
|
Camera units shipped
(1)
|
758
|
|
|
1,361
|
|
|
738
|
|
|
(44
|
)%
|
|
3
|
%
|
|||
Gross margin
(2)
|
22.2
|
%
|
|
23.8
|
%
|
|
31.4
|
%
|
|
(160) bps
|
|
|
(920) bps
|
|
|||
Operating expenses
|
$
|
119,655
|
|
|
$
|
138,097
|
|
|
$
|
156,781
|
|
|
(13
|
)%
|
|
(24
|
)%
|
Net loss
|
$
|
(76,347
|
)
|
|
$
|
(55,848
|
)
|
|
$
|
(111,150
|
)
|
|
37
|
%
|
|
(31
|
)%
|
Diluted net loss per share
|
$
|
(0.55
|
)
|
|
$
|
(0.41
|
)
|
|
$
|
(0.78
|
)
|
|
34
|
%
|
|
(29
|
)%
|
Cash provided by (used in) operations
|
$
|
(97,112
|
)
|
|
$
|
56,990
|
|
|
$
|
(137,938
|
)
|
|
(270
|
)%
|
|
(30
|
)%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other financial information:
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA
(3)
|
$
|
(34,537
|
)
|
|
$
|
(26,544
|
)
|
|
$
|
(45,669
|
)
|
|
30
|
%
|
|
(24
|
)%
|
Non-GAAP net loss
(4)
|
$
|
(47,364
|
)
|
|
$
|
(41,319
|
)
|
|
$
|
(62,783
|
)
|
|
15
|
%
|
|
(25
|
)%
|
Non-GAAP loss per share
|
$
|
(0.34
|
)
|
|
$
|
(0.30
|
)
|
|
$
|
(0.44
|
)
|
|
13
|
%
|
|
(23
|
)%
|
|
Three months ended March 31,
|
||||||||||||
(dollars in thousands)
|
2018
|
|
2017
|
||||||||||
Revenue
|
$
|
202,346
|
|
|
100
|
%
|
|
$
|
218,614
|
|
|
100
|
%
|
Cost of revenue
|
157,430
|
|
|
78
|
|
|
150,048
|
|
|
69
|
|
||
Gross profit
|
44,916
|
|
|
22
|
|
|
68,566
|
|
|
31
|
|
||
Operating expenses:
|
|
|
|
|
|
|
|
||||||
Research and development
|
50,979
|
|
|
25
|
|
|
66,166
|
|
|
30
|
|
||
Sales and marketing
|
49,170
|
|
|
24
|
|
|
67,856
|
|
|
31
|
|
||
General and administrative
|
19,506
|
|
|
10
|
|
|
22,759
|
|
|
11
|
|
||
Total operating expenses
|
119,655
|
|
|
59
|
|
|
156,781
|
|
|
72
|
|
||
Operating loss
|
(74,739
|
)
|
|
(37
|
)
|
|
(88,215
|
)
|
|
(41
|
)
|
||
Other income (expense):
|
|
|
|
|
|
|
|
||||||
Interest expense
|
(4,567
|
)
|
|
(2
|
)
|
|
(814
|
)
|
|
—
|
|
||
Other income, net
|
177
|
|
|
—
|
|
|
161
|
|
|
—
|
|
||
Total other expense, net
|
(4,390
|
)
|
|
(2
|
)
|
|
(653
|
)
|
|
—
|
|
||
Loss before income taxes
|
(79,129
|
)
|
|
(39
|
)
|
|
(88,868
|
)
|
|
(41
|
)
|
||
Income tax (benefit) expense
|
(2,782
|
)
|
|
(1
|
)
|
|
22,282
|
|
|
10
|
|
||
Net loss
|
$
|
(76,347
|
)
|
|
(38
|
)%
|
|
$
|
(111,150
|
)
|
|
(51
|
)%
|
|
Three months ended March 31,
|
|||||||||
(camera units and dollars in thousands)
|
2018
|
|
2017
|
|
% Change
|
|||||
Camera units shipped
|
758
|
|
|
738
|
|
|
3
|
%
|
||
|
|
|
|
|
|
|||||
Direct channel
|
$
|
99,703
|
|
|
$
|
114,765
|
|
|
(13
|
)%
|
Percentage of revenue
|
49
|
%
|
|
52
|
%
|
|
|
|||
Distribution channel
|
$
|
102,643
|
|
|
$
|
103,849
|
|
|
(1
|
)%
|
Percentage of revenue
|
51
|
%
|
|
48
|
%
|
|
|
|||
Total revenue
|
$
|
202,346
|
|
|
$
|
218,614
|
|
|
(7
|
)%
|
|
|
|
|
|
|
|||||
Americas
|
$
|
90,472
|
|
|
$
|
95,707
|
|
|
(5
|
)%
|
Percentage of revenue
|
45
|
%
|
|
44
|
%
|
|
|
|||
Europe, Middle East and Africa (EMEA)
|
$
|
62,310
|
|
|
$
|
67,863
|
|
|
(8
|
)%
|
Percentage of revenue
|
31
|
%
|
|
31
|
%
|
|
|
|||
Asia and Pacific (APAC)
|
$
|
49,564
|
|
|
$
|
55,044
|
|
|
(10
|
)%
|
Percentage of revenue
|
24
|
%
|
|
25
|
%
|
|
|
|||
Total revenue
|
$
|
202,346
|
|
|
$
|
218,614
|
|
|
(7
|
)%
|
|
Three months ended March 31,
|
|||||||||
(dollars in thousands)
|
2018
|
|
2017
|
|
% Change
|
|||||
Cost of revenue
|
$
|
153,154
|
|
|
$
|
147,925
|
|
|
4
|
%
|
Stock-based compensation
|
382
|
|
|
495
|
|
|
(23
|
)%
|
||
Acquisition-related costs
|
2,655
|
|
|
1,235
|
|
|
115
|
%
|
||
Restructuring costs
|
1,239
|
|
|
393
|
|
|
215
|
%
|
||
Total cost of revenue
|
$
|
157,430
|
|
|
$
|
150,048
|
|
|
5
|
%
|
Gross margin
|
22.2
|
%
|
|
31.4
|
%
|
|
|
|
Three months ended March 31,
|
|||||||||
(dollars in thousands)
|
2018
|
|
2017
|
|
% Change
|
|||||
Research and development
|
$
|
36,375
|
|
|
$
|
53,669
|
|
|
(32
|
)%
|
Stock-based compensation
|
5,005
|
|
|
5,682
|
|
|
(12
|
)%
|
||
Acquisition-related costs
|
—
|
|
|
1,136
|
|
|
(100
|
)%
|
||
Restructuring costs
|
9,599
|
|
|
5,679
|
|
|
69
|
%
|
||
Total research and development
|
$
|
50,979
|
|
|
$
|
66,166
|
|
|
(23
|
)%
|
Percentage of revenue
|
25.2
|
%
|
|
30.3
|
%
|
|
|
|
Three months ended March 31,
|
|||||||||
(dollars in thousands)
|
2018
|
|
2017
|
|
% Change
|
|||||
Sales and marketing
|
$
|
42,805
|
|
|
$
|
59,923
|
|
|
(29
|
)%
|
Stock-based compensation
|
2,747
|
|
|
2,691
|
|
|
2
|
%
|
||
Restructuring costs
|
3,618
|
|
|
5,242
|
|
|
(31
|
)%
|
||
Total sales and marketing
|
$
|
49,170
|
|
|
$
|
67,856
|
|
|
(28
|
)%
|
Percentage of revenue
|
24.3
|
%
|
|
31.0
|
%
|
|
|
|
Three months ended March 31,
|
|||||||||
(dollars in thousands)
|
2018
|
|
2017
|
|
% Change
|
|||||
General and administrative
|
$
|
14,532
|
|
|
$
|
17,384
|
|
|
(16
|
)%
|
Stock-based compensation
|
2,689
|
|
|
4,257
|
|
|
(37
|
)%
|
||
Acquisition-related costs
|
3
|
|
|
(23
|
)
|
|
(113
|
)%
|
||
Restructuring costs
|
2,282
|
|
|
1,141
|
|
|
100
|
%
|
||
Total general and administrative expenses
|
$
|
19,506
|
|
|
$
|
22,759
|
|
|
(14
|
)%
|
Percentage of revenue
|
9.6
|
%
|
|
10.4
|
%
|
|
|
|
Three months ended March 31,
|
|||||||||
(dollars in thousands)
|
2018
|
|
2017
|
|
% Change
|
|||||
Interest expense
|
$
|
(4,567
|
)
|
|
$
|
(814
|
)
|
|
461
|
%
|
Other income, net
|
177
|
|
|
161
|
|
|
10
|
%
|
||
Total other expense, net
|
$
|
(4,390
|
)
|
|
$
|
(653
|
)
|
|
572
|
%
|
|
Three months ended March 31,
|
|||||||||
(dollars in thousands)
|
2018
|
|
2017
|
|
% Change
|
|||||
Income tax (benefit) expense
|
$
|
(2,782
|
)
|
|
$
|
22,282
|
|
|
(112
|
)%
|
Effective tax rate
|
3.5
|
%
|
|
(25.1
|
)%
|
|
|
(dollars in thousands)
|
March 31, 2018
|
|
December 31, 2017
|
||||
Cash and cash equivalents
|
$
|
104,987
|
|
|
$
|
202,504
|
|
Marketable securities
|
39,846
|
|
|
44,886
|
|
||
Total
cash, cash equivalents and marketable securities
|
$
|
144,833
|
|
|
$
|
247,390
|
|
Percentage of total assets
|
22
|
%
|
|
29
|
%
|
•
|
We expect that operating expenses and inventory purchases will constitute a material use of our cash balances. We intend to continue to manage our operating activities in line with our existing cash and available financial resources. We believe the restructuring actions and other cost saving initiatives we have taken will enable us to continue to significantly reduce our operating expenses to below $400 million on a non-GAAP basis for the full year 2018.
|
•
|
We expect to spend significantly less on capital expenditures in 2018 compared to 2017. Our actual 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 timing of new product introductions, market acceptance of our products and overall economic conditions, as set forth in our Risk Factors in Part II, Item 1A of this Quarterly Report on Form 10-Q for the quarter ended March 31, 2018.
|
•
|
In February 2018, we received an income tax refund of $32.9 million.
|
•
|
In March 2016, we entered into a credit agreement with a syndicate of banks that provided for a secured revolving credit facility under which we could borrow up to an aggregate of
$250.0 million
. Our credit facility terminates in March 2021. No borrowings have been made from the credit facility to date. (See Note
4
in the Notes to Condensed Consolidated Financial Statements for additional information.)
|
•
|
We have completed acquisitions in the past and we may 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.
|
|
Three months ended
|
|||||||||
(in thousands)
|
March 31, 2018
|
|
March 31, 2017
|
|
% Change
|
|||||
Net cash provided by (used in):
|
|
|
|
|
|
|||||
Operating activities
|
$
|
(97,112
|
)
|
|
$
|
(137,938
|
)
|
|
(30
|
)%
|
Investing activities
|
$
|
(1,678
|
)
|
|
$
|
20,617
|
|
|
(108
|
)%
|
Financing activities
|
$
|
808
|
|
|
$
|
(320
|
)
|
|
(353
|
)%
|
•
|
the comparability of our on-going operating results over the periods presented;
|
•
|
the ability to identify trends in our underlying business; and
|
•
|
the comparison of our operating results against analyst financial models and operating results of other public companies that supplement their GAAP results with non-GAAP financial measures.
|
•
|
adjusted EBITDA does not reflect tax payments that reduce cash available to us;
|
•
|
adjusted EBITDA excludes depreciation and amortization and, although these are non-cash charges, the property and equipment being depreciated and amortized often will have to be replaced in the future, and adjusted EBITDA does not reflect any cash capital expenditure requirements for such replacements;
|
•
|
adjusted EBITDA excludes the amortization of POP display assets because it is a non-cash charge, and is treated similarly to depreciation of property and equipment and amortization of acquired intangible assets;
|
•
|
adjusted EBITDA and non-GAAP net income (loss) exclude the impairment of intangible assets because it is a non-cash charge that is inconsistent in amount and frequency;
|
•
|
adjusted EBITDA and non-GAAP net income (loss) exclude restructuring costs which primarily include severance-related costs, stock-based compensation expenses and facilities consolidation charges recorded in connection with restructuring actions announced in the first and fourth quarters of 2016, first quarter of 2017 and first quarter of 2018. These expenses were tied to unique circumstances related to organizational restructuring, do not reflect expected future operating expenses and do not contribute to a meaningful evaluation of current operating performance or comparisons to the operating performance in other periods;
|
•
|
adjusted EBITDA and non-GAAP net income (loss) exclude stock-based compensation expense related to equity awards granted primarily to our workforce. We exclude stock-based compensation expense because we believe that the non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance. In particular, we note that companies calculate stock-based compensation expense for the variety of award types that they employ using different valuation methodologies and subjective assumptions. These non-cash charges are not factored into our internal evaluation of net income (loss) as we believe their inclusion would hinder our ability to assess core operational performance;
|
•
|
non-GAAP net income (loss) excludes acquisition-related costs including the amortization of acquired intangible assets (primarily consisting of acquired technology), the impairment of acquired intangible assets (if applicable), as well as third-party transaction costs incurred for legal and other professional services. These costs are not factored into our evaluation of potential acquisitions, or of our performance after completion of the acquisitions, because these costs are not related to our core operating performance or reflective of ongoing operating results in the period, and the frequency and amount of such costs are inconsistent and vary significantly based on the timing and magnitude of our acquisition transactions and the maturities of the businesses being acquired;
|
•
|
non-GAAP net income (loss) excludes non-cash interest expense. In connection with the issuance of the Convertible Senior Notes in April 2017, we are required to recognize non-cash interest expense in accordance with the authoritative accounting guidance for convertible debt that may be settled in cash;
|
•
|
non-GAAP net income (loss) includes income tax adjustments. Beginning in the first quarter of 2017, we implemented a cash-based non-GAAP tax expense approach (based upon expected annual cash payments for income taxes) for evaluating operating performance as well as for planning and forecasting purposes. This non-GAAP tax approach eliminates the effects of period specific items, which can vary in size and frequency and does not necessarily reflect our long-term operations. Historically, we computed a non-GAAP tax rate based on non-GAAP pre-tax income on a quarterly basis, which considered the income tax effects of the adjustments above; and
|
•
|
other companies may calculate these non-GAAP financial measures differently than we do, limiting their usefulness as comparative measures.
|
|
Three months ended March 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Net loss
|
$
|
(76,347
|
)
|
|
$
|
(111,150
|
)
|
Income tax (benefit) expense
|
(2,782
|
)
|
|
22,282
|
|
||
Interest income, net
|
4,212
|
|
|
761
|
|
||
Depreciation and amortization
|
8,907
|
|
|
11,693
|
|
||
POP display amortization
|
3,912
|
|
|
5,165
|
|
||
Stock-based compensation
|
10,823
|
|
|
13,125
|
|
||
Restructuring costs
|
16,738
|
|
|
12,455
|
|
||
Adjusted EBITDA
|
$
|
(34,537
|
)
|
|
$
|
(45,669
|
)
|
|
Three months ended March 31,
|
||||||
(in thousands, except per share data)
|
2018
|
|
2017
|
||||
Net loss
|
$
|
(76,347
|
)
|
|
$
|
(111,150
|
)
|
Stock-based compensation
|
10,823
|
|
|
13,125
|
|
||
Acquisition-related costs
|
2,658
|
|
|
2,348
|
|
||
Restructuring costs
|
16,738
|
|
|
12,455
|
|
||
Non-cash interest expense
|
1,934
|
|
|
—
|
|
||
Income tax adjustments
|
(3,170
|
)
|
|
20,439
|
|
||
Non-GAAP net loss
|
$
|
(47,364
|
)
|
|
$
|
(62,783
|
)
|
Non-GAAP loss per share
|
$
|
(0.34
|
)
|
|
$
|
(0.44
|
)
|
|
|
|
|
||||
GAAP shares for diluted net loss per share
|
137,857
|
|
|
142,899
|
|
||
Add: effect of potentially dilutive shares
|
—
|
|
|
—
|
|
||
Non-GAAP shares for diluted net loss per share
|
137,857
|
|
|
142,899
|
|
•
|
difficulties in staffing and managing foreign operations;
|
•
|
burdens of complying with a wide variety of laws and regulations, including environmental, packaging and labeling, and drone regulations;
|
•
|
adverse tax effects and foreign exchange controls making it difficult to repatriate earnings and cash;
|
•
|
changes to the taxation of undistributed foreign earnings;
|
•
|
the effect of foreign currency exchange rates and interest rates;
|
•
|
political and economic instability;
|
•
|
terrorist activities and natural disasters;
|
•
|
trade restrictions;
|
•
|
differing employment practices and laws and labor disruptions;
|
•
|
the imposition of government controls;
|
•
|
lesser degrees of intellectual property protection;
|
•
|
tariffs and customs duties and the classifications of our goods by applicable governmental bodies;
|
•
|
a legal system subject to undue influence or corruption; and
|
•
|
a business culture in which illegal sales practices may be prevalent.
|
•
|
our board of directors is not currently classified, but at such time as all shares of our Class B common stock have been converted into shares of our Class A common stock, our board of directors will be classified into three classes of directors with staggered three-year terms;
|
•
|
so long as any shares of our Class B common stock are outstanding, special meetings of our stockholders may be called by the holders of 10% of the outstanding voting power of all then outstanding shares of stock, a majority of our board of directors, the chairman of our board of directors, our chief executive officer or our president;
|
•
|
when no shares of our Class B common stock are outstanding, only the chairman of our board of directors, our chief executive officer, our president or a majority of our board of directors will be authorized to call a special meeting of stockholders;
|
•
|
our stockholders may only take action at a meeting of stockholders and not by written consent;
|
•
|
vacancies on our board of directors may be filled only by our board of directors and not by stockholders;
|
•
|
directors may be removed from office with or without cause so long as our board of directors is not classified, and thereafter directors may be removed from office only for cause;
|
•
|
our restated certificate of incorporation provides for a dual class common stock structure in which holders of our Class B common stock have the ability to control the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the outstanding shares of our Class A and Class B common stock, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets;
|
•
|
our restated certificate of incorporation authorizes undesignated preferred stock, the terms of which may be established, and shares of which may be issued, by our board of directors without stockholder approval and which may contain voting, liquidation, dividend and other rights superior to those of our Class A and Class B common stock; and
|
•
|
advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.
|
•
|
heighten our vulnerability to adverse general economic conditions and heightened competitive pressures;
|
•
|
require us to dedicate a larger portion of our cash flow from operations to interest payments, limiting the availability of cash for other purposes;
|
•
|
limit our flexibility in planning for, or reacting to, changes in our business and industry; and
|
•
|
impair our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, general corporate purposes or other purposes.
|
Exhibit
|
|
|
Incorporated by Reference
|
Filed
|
|||
Number
|
|
Exhibit Title
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
Herewith
|
10.01
*
|
|
Offer Letter to Sandor Barna from the Registrant, dated February 12, 2018.
|
|
|
|
|
X
|
10.02
*
|
|
Offer Letter to Eve Saltman from the Registrant, dated March 7, 2018.
|
|
|
|
|
X
|
|
Certification of Principal Executive Officer Required Under Rule 13(a)-14(a) and 15(d)-14(a) of the Securities Exchange Act of 1934, as amended.
|
|
|
|
|
X
|
|
|
Certification of Principal Financial Officer Required Under Rule 13(a)-14(a) and 15(d)-14(a) of the Securities Exchange Act of 1934, as amended.
|
|
|
|
|
X
|
|
32.01
‡
|
|
Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.
|
|
|
|
|
X
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
|
|
|
|
|
GoPro, Inc.
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
|
|
|
|
Dated:
|
May 3, 2018
|
By: /s/ Nicholas Woodman
|
|
|
Nicholas Woodman
Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
Dated:
|
May 3, 2018
|
By: /s/ Brian McGee
|
|
|
Brian McGee
Chief Financial Officer (Principal Financial Officer) |
Date:
|
May 3, 2018
|
/s/ Nicholas Woodman
|
|
|
Nicholas Woodman
Chief Executive Officer
(Principal Executive Officer)
|
Date:
|
May 3, 2018
|
/s/ Brian McGee
|
|
|
Brian McGee
Chief Financial Officer
(Principal Financial Officer)
|
By: /s/ Nicholas Woodman
|
Nicholas Woodman
Chief Executive Officer
(Principal Executive Officer)
|
May 3, 2018
|
By: /s/ Brian McGee
|
Brian McGee
Chief Financial Officer
(Principal Financial Officer)
|
May 3, 2018
|