GOPRO, INC., 10-K filed on 2/29/2016
Annual Report
Document, Entity and Information (USD $)
In Millions, except Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2015
Jun. 30, 2015
Jan. 31, 2016
Common Class A [Member]
Jan. 31, 2016
Common Class B [Member]
Class of Stock [Line Items]
 
 
 
 
Entity Registrant Name
GoPro, Inc. 
 
 
 
Entity Central Index Key
0001500435 
 
 
 
Current Fiscal Year End Date
--12-31 
 
 
 
Entity Filer Category
Large Accelerated Filer 
 
 
 
Document Type
10-K 
 
 
 
Document Period End Date
Dec. 31, 2015 
 
 
 
Document Fiscal Year Focus
2015 
 
 
 
Document Fiscal Period Focus
FY 
 
 
 
Amendment Flag
false 
 
 
 
Entity Common Stock, Shares Outstanding
 
 
100,761,057 
36,104,708 
Entity Well-known Seasoned Issuer
Yes 
 
 
 
Entity Voluntary Filers
No 
 
 
 
Entity Current Reporting Status
Yes 
 
 
 
Entity Public Float
 
$ 5,005.6 
 
 
Condensed Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2015
Dec. 31, 2014
Current assets:
 
 
Cash and cash equivalents
$ 279,672 
$ 319,929 
Marketable securities
194,386 
102,327 
Accounts receivable, net
145,692 
183,992 
Inventory
188,232 
153,026 
Prepaid expenses and other current assets
25,261 
63,769 
Total current assets
833,243 
823,043 
Property and equipment, net
70,050 
41,556 
Intangible assets, net
31,027 
2,937 
Goodwill
57,095 
14,095 
Other long-term assets
111,561 
36,060 
Total assets
1,102,976 
917,691 
Current liabilities:
 
 
Accounts payable
89,989 
126,240 
Accrued liabilities
192,446 
118,507 
Deferred revenue
12,742 
14,022 
Total current liabilities
295,177 
258,769 
Long-term taxes payable
21,770 
13,266 
Other long-term liabilities
13,996 
4,452 
Total liabilities
330,943 
276,487 
Commitments, contingencies and guarantees
   
   
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,100,596 and 52,091 shares issued and outstanding, respectively; 150,000 Class B shares authorized, 36,005 and 77,023 shares issued and outstanding, respectively
663,311 
533,000 
Treasury stock, at cost, 1,545 shares and none, respectively
(35,613)
Retained earnings
144,335 
108,204 
Total stockholders’ equity
772,033 
641,204 
Total liabilities and stockholders’ equity
$ 1,102,976 
$ 917,691 
Condensed Consolidated Balance Sheets (Parenthetical) (USD $)
In Thousands, except Share data, unless otherwise specified
Dec. 31, 2015
Dec. 31, 2014
Allowance for Doubtful Accounts Receivable, Current
$ 1,400 
$ 1,250 
Preferred Stock, Par or Stated Value Per Share
$ 0.0001 
$ 0.0001 
Preferred Stock, Shares Authorized
5,000,000 
5,000,000 
Preferred Stock, Shares Issued
Common stock, par value (in dollars per share)
$ 0.0001 
$ 0.0001 
Common Stock, Shares Authorized
500,000,000 
 
Treasury Stock, Shares
1,545,000 
Common Class A [Member]
 
 
Common Stock, Shares Authorized
500,000,000 
500,000,000 
Common Stock, Shares, Issued
100,596,000 
52,091,000 
Common stock, shares, outstanding
100,596,000 
52,091,000 
Common Class B [Member]
 
 
Common Stock, Shares Authorized
150,000,000 
150,000,000 
Common Stock, Shares, Issued
36,005,000 
77,023,000 
Common stock, shares, outstanding
36,005,000 
77,023,000 
Condensed Consolidated Statements of Operations (USD $)
In Thousands, except Per Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Income Statement [Abstract]
 
 
 
Revenue
$ 1,619,971 
$ 1,394,205 
$ 985,737 
Cost of revenue
946,757 
766,970 
623,953 
Gross profit
673,214 
627,235 
361,784 
Operating expenses:
 
 
 
Research and development
241,694 
151,852 
73,737 
Sales and marketing
268,939 
194,377 
157,771 
General and administrative
107,833 
93,971 
31,573 
Total operating expenses
618,466 
440,200 
263,081 
Operating income
54,748 
187,035 
98,703 
Other expense, net
(2,163)
(6,060)
(7,374)
Income before income taxes
52,585 
180,975 
91,329 
Income tax expense
16,454 
52,887 
30,751 
Net income
36,131 
128,088 
60,578 
Less: net income allocable to participating securities
(16,512)
(16,727)
Net income attributable to common stockholders—basic
36,131 
111,576 
43,851 
Add: net income allocable to dilutive participating securities
2,277 
2,309 
Net income attributable to common stockholders—diluted
$ 36,131 
$ 113,853 
$ 46,160 
Net income per share attributable to common stockholders - Basic (in dollars per share)
$ 0.27 
$ 1.07 
$ 0.54 
Net income per share attributable to common stockholders - Diluted (in dollars per share)
$ 0.25 
$ 0.92 
$ 0.47 
Weighted-average shares used to compute net income per share attributable to common stockholders - Basic (in shares)
134,595 
104,453 
81,018 
Weighted-average shares used to compute net income per share attributable to common stockholders - Diluted (in shares)
146,486 
123,630 
98,941 
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) Statement (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2015
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Stockholders' Equity Attributable to Parent
$ 772,033 
$ 772,033 
$ 641,204 
$ (5,366)
$ (79,741)
Treasury stock, at cost, 1,545 shares and none, respectively
(35,613)
(35,613)
 
 
Temporary Equity, Other Changes
 
 
 
(60)
 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period
 
12,375,000 
 
 
 
Stock Issued During Period, Value, Stock Options Exercised
 
 
 
1,148 
 
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures
 
36,413 
7,681 
 
 
Adjustments to Additional Paid in Capital, Income Tax Effect from Settlement of Restricted Stock Units
 
(13,943)
 
 
 
Treasury Stock, Value, Acquired, Cost Method
(35,600)
(35,613)
 
 
 
Allocated Share-based Compensation Expense
 
80,583 
71,399 
10,887 
 
Stock Repurchased and Retired During Period, Value
 
(1,177)
(242)
 
Treasury Stock, Shares, Acquired
(1,500,000)
 
 
 
 
Stock Issued During Period, Value, Acquisitions
 
 
 
1,741 
 
Adjustments to Additional Paid in Capital, Income Tax Benefit from Share-based Compensation
 
27,258 
77,134 
323 
 
Net income
 
36,131 
128,088 
60,578 
 
Stock Issued During Period, Value, New Issues
 
 
286,247 
 
 
Stock Issued During Period, Value, Conversion of Convertible Securities
 
 
(77,198)
 
 
Preferred Stock [Member] |
Redeemable Convertible Preferred Stock [Member]
 
 
 
 
 
Temporary Equity, Shares Outstanding
30,523,000 
30,523,000 
Temporary Equity, Carrying Amount, Attributable to Parent
77,198 
77,138 
Temporary Equity, Other Changes
 
 
 
60 
 
Stock Issued During Period, Shares, Conversion of Convertible Securities
 
 
(30,523,000)
 
 
Stock Issued During Period, Value, Conversion of Convertible Securities
 
 
(77,198)
 
 
Common Stock and Additional Paid in Capital [Member]
 
 
 
 
 
Shares, Outstanding
136,601,000 
136,601,000 
129,115,000 
81,420,000 
80,714,000 
Stockholders' Equity Attributable to Parent
663,311 
663,311 
533,000 
14,518 
479 
Temporary Equity, Other Changes
 
 
 
(60)
 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period
 
 
 
613,000 
 
Stock Issued During Period, Value, Stock Options Exercised
 
 
 
1,148 
 
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures
 
36,413 
7,681 
 
 
Adjustments to Additional Paid in Capital, Income Tax Effect from Settlement of Restricted Stock Units
 
(13,943)
 
 
 
Allocated Share-based Compensation Expense
 
80,583 
71,399 
10,887 
 
Stock Repurchased and Retired During Period, Shares
 
(5,218,000)
(1,430,000)
(15,000)
 
Stock Repurchased and Retired During Period, Value
 
(1,177)
 
Treasury Stock, Shares, Acquired
 
(1,545,000)
 
 
 
Stock Issued During Period, Shares, Acquisitions
 
 
 
108,000 
 
Stock Issued During Period, Value, Acquisitions
 
 
 
1,741 
 
Adjustments to Additional Paid in Capital, Income Tax Benefit from Share-based Compensation
 
27,258 
77,134 
323 
 
Stock Issued During Period, Shares, New Issues
 
 
10,188,000 
 
 
Stock Issued During Period, Value, New Issues
 
 
286,247 
 
 
Stock Issued During Period, Shares, Conversion of Convertible Securities
 
 
(30,523,000)
 
 
Stock Issued During Period, Value, Conversion of Convertible Securities
 
 
(77,198)
 
 
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures
 
14,249,000 
8,414,000 
 
 
Treasury Stock [Member]
 
 
 
 
 
Treasury stock, at cost, 1,545 shares and none, respectively
(35,613)
(35,613)
 
 
 
Retained Earnings (Accumulated Deficit) [Member]
 
 
 
 
 
Stockholders' Equity Attributable to Parent
144,335 
144,335 
108,204 
(19,884)
(80,220)
Stock Repurchased and Retired During Period, Value
 
 
 
(242)
 
Net income
 
 
$ 128,088 
$ 60,578 
 
Condensed Consolidated Statements of Cash Flows (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Statement of Cash Flows [Abstract]
 
 
 
Net income
$ 36,131 
$ 128,088 
$ 60,578 
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
28,981 
17,945 
12,034 
Stock-based compensation
80,680 
71,399 
10,887 
Excess tax benefit from stock-based compensation
(29,348)
(77,134)
(323)
Deferred income taxes
(11,468)
(16,920)
(8,129)
Accretion on investments
3,001 
Other
2,426 
1,865 
1,224 
Changes in operating assets and liabilities:
 
 
 
Accounts receivable, net
38,313 
(61,323)
(42,453)
Inventory
(35,005)
(41,033)
(51,583)
Prepaid expenses and other assets
(23,281)
(30,317)
(15,355)
Accounts payable and other liabilities
68,461 
98,354 
135,197 
Deferred revenue
(1,280)
5,998 
400 
Net cash provided by operating activities
157,611 
96,922 
102,477 
Investing activities:
 
 
 
Purchases of property and equipment, net
(51,245)
(27,210)
(18,325)
Purchases of marketable securities
(220,055)
(103,827)
Maturities of marketable securities
94,680 
1,083 
Sales of marketable securities
30,048 
Acquisitions, net of cash acquired
(65,405)
(3,950)
(2,912)
Net cash used in investing activities
(211,977)
(133,904)
(21,237)
Financing activities:
 
 
 
Proceeds from issuance of common stock, net
22,833 
300,097 
527 
Repurchases of outstanding Class A common stock
(35,613)
Excess tax benefit from stock-based compensation
29,348 
77,134 
323 
Payment of deferred acquisition-related consideration
(2,000)
Payment of debt issuance costs and deferred public offering costs
(903)
(5,730)
(1,165)
Proceeds from issuance of debt
30,000 
Repayment of debt
(114,000)
(46,000)
Net cash provided by (used in) financing activities
15,665 
255,501 
(16,315)
Effect of exchange rate changes on cash and cash equivalents
(1,556)
Net increase (decrease) in cash and cash equivalents
(40,257)
218,519 
64,925 
Cash and cash equivalents at beginning of period
319,929 
101,410 
36,485 
Cash and cash equivalents at end of period
279,672 
319,929 
101,410 
Interest paid in cash
1,853 
4,904 
Income taxes paid (refunded) in cash
(1,093)
37,283 
2,831 
Conversion of preferred stock to common stock, net of issuance cost accretion
77,198 
Purchases of property and equipment included in accounts payable and accrued liabilities
5,153 
2,474 
2,937 
Reclass of deferred public offering costs to additional paid-in capital
$ 0 
$ 7,722 
$ 0 
Schedule II Statement (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Valuation and Qualifying Accounts Disclosure [Line Items]
 
 
 
 
Deferred Tax Assets, Valuation Allowance
$ 8,555 
$ 0 
 
 
Allowance for Doubtful Accounts Receivable, Current
1,400 
1,250 
 
 
Allowance for Sales Returns [Member]
 
 
 
 
Valuation and Qualifying Accounts Disclosure [Line Items]
 
 
 
 
Valuation Allowances and Reserves, Balance
$ 26,280 
$ 25,747 
$ 14,352 
$ 9,077 
Business overview
Business overview
Business overview
GoPro, Inc. (GoPro or the Company) makes mountable and wearable cameras (capture devices) and accessories. The Company’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.
Summary of significant accounting policies
Summary of significant accounting policies
Summary of significant accounting policies
Basis of presentation. The accompanying 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.
Principles of consolidation. These consolidated financial statements include all the accounts of the Company and its wholly-owned subsidiaries. Unless otherwise specified, references to the Company are references to GoPro, Inc. and its consolidated 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 consolidated financial statements and accompanying notes. 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. For all periods presented, comprehensive income approximated net income. Therefore, the consolidated statements of comprehensive income have been omitted.
Prior period reclassifications. Reclassifications of certain prior period amounts in the consolidated financial statements have been made to conform to the current period presentation.
Cash equivalents and marketable securities. Cash equivalents primarily consist of investments in money market funds with maturities of three months or less from the date of purchase. Marketable securities consist of commercial paper, U.S. treasury securities, U.S. agency securities, and corporate debt securities, and are classified as available-for-sale securities. As the Company views these securities as available to support current operations, it has classified all available-for-sale securities as current assets. Available-for-sale securities are carried at fair value with unrealized gains and losses, if any, included in stockholders' equity. As of December 31, 2015, the Company's marketable securities were recorded at their amortized cost which approximated fair value. Unrealized losses are charged against other income (expense), net, for declines in fair value below the cost of an individual investment that is deemed to be other than temporary. The Company did not identify any marketable securities as other-than-temporarily impaired for the periods presented. The Company determines realized gains or losses on sale of marketable securities on a specific identification method, and records such gains or losses as other income (expense), net.
Accounts receivable and allowance for doubtful accounts. Accounts receivable are stated at invoice value less estimated allowances for returns and doubtful accounts. The Company records allowances based upon its assessment of various factors, such as: historical experience, credit quality of its customers, age of the accounts receivable balances, geographic related risks, economic conditions and other factors that may affect a customer’s ability to pay. The allowance for doubtful accounts as of December 31, 2015 and 2014 was $1.4 million and $1.3 million, respectively.
Inventory. Inventory consists of finished goods and component parts, which are purchased directly or from contract manufacturers. Inventory is stated at the lower of cost or market on a first-in, first-out basis. The Company writes down its inventory for estimated obsolescence or excess inventory equal to the difference between the cost of inventory and estimated market value. The Company’s assessment of market value is based upon assumptions around market conditions and estimated future demand for its products within a specified time horizon, generally 12 months. Adjustments to reduce inventory to net realizable value are recognized in cost of revenue in the current period.
Point of purchase (POP) displays. The Company provides retailers with POP displays, generally free of charge, in order to facilitate the marketing of the Company’s products within retail stores. The POP displays contain a display that broadcasts video images taken by GoPro cameras with product placement available for cameras and accessories. POP display costs, less any fees charged, are capitalized as long-term assets and charged to sales and marketing expense over the expected period of benefit, which generally ranges from 24 to 36 months. POP amortization was $16.8 million, $18.0 million and $13.5 million in 2015, 2014 and 2013, respectively.
Property and equipment, net. Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful life of the assets, ranging from one to ten years. Leasehold improvements are amortized over the shorter of the lease term or their expected useful life. Property and equipment pending installation, configuration or qualification are classified as construction in progress. Costs of maintenance and repairs that do not improve or extend the lives of the respective assets are expensed as incurred.
Fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date. The Company estimates and categorizes the fair value of its financial assets by applying the following hierarchy established by the FASB, which prioritizes the inputs to valuation techniques used to measure fair value:
Level 1
Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to directly access.
Level 2
Valuations based on quoted prices for similar assets or liabilities; valuations for interest-bearing securities based on non-daily quoted prices in active markets; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.
Level 3
Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The fair value of Level 2 financial instruments is obtained from an independent pricing service, which may use quoted market prices for identical or comparable instruments or model driven valuations using observable market data or inputs corroborated by observable market data.
Leases. The Company leases its office space and facilities under cancelable and non-cancelable operating leases. For leases that contain rent escalation or rent concession provisions, the Company recognizes rent expense on a straight-line basis over the term of the lease. The Company does not assume renewals in its determination of the lease term unless the renewals are deemed to be reasonably assured at lease inception. Leasehold improvements are included in property and equipment, net.

Goodwill and other intangible assets. Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in a business combination. Acquired intangible assets other than goodwill are amortized over their useful lives unless the lives are determined to be indefinite. For intangible assets acquired in a business combination, the estimated fair values of the assets received are used to establish their recorded values. Valuation techniques consistent with the market approach, income approach and/or cost approach are used to measure fair value.
Impairment of goodwill and long-lived assets. The Company performs an annual assessment of its goodwill during the fourth quarter of each calendar year and in interim periods if certain events occur to determine if any events or circumstances exist, such as an adverse change in business climate or a decline in the overall industry demand, that would indicate it is more likely than not that the fair value of its single reporting unit is less than its carrying value. If further testing is deemed necessary, a two-step approach is applied. The first step involves comparing the fair value of the reporting unit with its carrying value. The second step, if necessary, measures the amount of impairment, if any, by comparing the carrying value of the goodwill to its implied fair value. Other indefinite-lived intangible assets are assessed for impairment at least annually. If their value carrying value exceeds the estimated fair value, the difference is recorded as an impairment.
Long-lived assets, such as property and equipment and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount to the estimated future undiscounted cash flows expected to be generated by the asset group. If it is determined that an asset group is not recoverable, an impairment charge is recognized for the amount by which the carrying amount of the asset group exceeds its fair value.
There was no material impairment of goodwill, indefinite-lived intangible assets or other long-lived assets for any periods presented.
Warranty. The Company records a liability for estimated product warranty costs at the time product revenue is recognized. The Company's standard warranty obligation to its end-users generally provides a 12-month warranty coverage on all of its products except in the European Union where the Company provides a two-year warranty. The Company's estimate of costs to service its warranty obligations is based on its historical experience of repair and replacement of the associated products and expectations of future conditions. The warranty obligation is affected by product failure rates and the related use of materials, labor costs and freight incurred in correcting any product failure.
Revenue recognition. Revenue is primarily comprised of product revenue, net of returns and sales incentives. The Company derives substantially all of its revenue from the sale of capture devices and the related implied post contract support (PCS). The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, and collectability is reasonably assured. Evidence of an arrangement consists of an order from its distributors, resellers, or online customers. The Company considers delivery to have occurred once title and risk of loss has been transferred. For most of the Company's revenue, these criteria are met at the time the product is shipped. For customers who purchase products directly from the Company’s website, the Company defers revenue until delivery to the customer's address because the Company retains a portion of the risk of loss on these sales during transit. Customer deposits are included in accrued liabilities on the consolidated balance sheet and are recognized as revenue when all the revenue recognition criteria are met.
The Company grants limited rights to return product for certain large retailers and distributors. The Company records reductions to revenue and cost of sales for expected future product returns at the time of sale based on analyses of historical return trends by customer class. Return trends are influenced by product life cycles, new product introductions, market acceptance of products, product sell-through, the type of customer, seasonality, and other factors. Return rates may fluctuate over time, but are sufficiently predictable to allow the Company to estimate expected future product returns.
The Company has determined its sales of capture devices are multiple element arrangements that generally include the following two units of accounting: a) the hardware component (camera and accessories) and the embedded firmware essential to the functionality of the camera delivered at the time of sale, and b) the implied right for the customer to receive PCS. PCS includes the right to receive, on a when and if available basis, future unspecified firmware upgrades and features as well as bug fixes, email and telephone support. The Company accounts for each element separately and allocates revenue based on their relative selling prices. The Company uses a hierarchy to determine the selling price to be used for allocating revenue to deliverables: (i) vendor-specific objective evidence of fair value (VSOE), (ii) third-party evidence of selling price (TPE) and (iii) best estimate of the selling price (BESP). The Company has neither VSOE nor TPE since the deliverables are not sold separately and there are not comparable deliverables sold by other companies. BESP reflects the Company’s best estimates of what the selling prices of elements would be if they were sold regularly on a stand-alone basis. The Company's process for determining BESP considers multiple factors that may vary over time depending upon the unique facts and circumstances related to each deliverable, including: the level of support provided to customers, estimated costs to provide the Company's support, the amount of time and cost that is allocated to the Company's efforts to develop the undelivered elements, and market trends in the pricing for similar offerings.
Revenue allocated to the delivered hardware and the related essential software is recognized at the time of sale provided the conditions for recognition of revenue have been met. Revenue allocated to PCS is deferred and recognized on a straight-line basis over the estimated term of the support period, which is estimated to be 15 months based on historical experience.
Sales incentives. The Company offers sales incentives through various programs, consisting primarily of cooperative advertising and marketing development fund programs. The Company records cooperative advertising and marketing development fund programs with customers as a reduction to revenue unless it receives an identifiable benefit in exchange for credits claimed by the customer and can reasonably estimate the fair value of the identifiable benefit received, in which case the Company will record it as a marketing expense. Marketing development funds recorded as marketing expense were not material for the periods presented. In addition, the Company offers price protection discounts to certain customers when new capture device models are released or repriced and the customer has remaining inventory on hand. The Company calculates price protection discounts in the period that the price reduction goes into effect, and they are recorded as a reduction of revenue, based on the evaluation of inventory currently held by the customer subject to price protection.
Shipping costs. Amounts billed to customers for shipping and handling are classified as revenue and the Company's related shipping and handling costs incurred are classified as cost of revenue.
Sales taxes. Sales taxes collected from customers and remitted to respective governmental authorities are recorded as liabilities and not included in revenue.
Research and development. Research and development expense includes internal and external costs. Internal costs include employee related expenses, equipment costs, depreciation expense and allocated facility costs. External research and development expenses consist of costs associated with consultants, tooling and prototype materials. Research and development expense is related to developing new products and services and the designing of significant improvements to existing products. Research and development costs to establish the technological feasibility of the Company’s internally developed software is expensed as incurred. To date, the period between achieving technological feasibility and the release of internally developed software to be sold, leased, or marketed has been short and development costs qualifying for capitalization have been insignificant.
Advertising costs. Advertising costs consist of costs associated with print, television and ecommerce media advertisements and are expensed as incurred. The Company incurs promotional expenses resulting from payments under event, resort and athlete sponsorship contracts. These sponsorship arrangements are considered to be executory contracts and, as such, the costs are expensed as performance under the contract is received. The costs associated with preparation of sponsorship activities, including the supply of GoPro products, media team support, and activation fees are expensed as incurred. Prepayments made under sponsorship agreements are included in prepaid expenses or other long-term assets depending on the period to which the prepayment applies. Advertising costs were $64.7 million, $47.2 million and $55.5 million in 2015, 2014 and 2013, respectively.
Stock-based compensation. The Company accounts for stock-based compensation in accordance with accounting guidance that requires all stock-based awards granted to employees and directors to be measured at fair value and recognized as an expense. The Company primarily issues restricted stock units. For service-based awards, stock-based compensation is recognized on a straight-line basis over the requisite service period, net of estimated forfeitures. For performance and market-based awards which also require a service period, the Company uses graded vesting over the longer of the derived service period or when the performance or market condition is satisfied.
The Company recognizes a benefit from stock-based compensation as additional paid-in capital if an excess tax benefit is realized by following the with-and-without approach. The indirect effects of stock-based compensation deductions are reflected in the income tax provision for purposes of measuring the excess tax benefit at settlement of awards.
Foreign currency. The U.S. dollar is the functional currency of the Company's foreign subsidiaries. The Company remeasures monetary assets or liabilities denominated in currencies other than the U.S. dollar using exchange rates prevailing on the balance sheet date, and non-monetary assets and liabilities at historical rates. Foreign currency remeasurement and transaction gains and losses are included in other expense, net and have not been material for any periods presented.

Income taxes. The Company utilizes the asset and liability method for computing its income tax provision, under which deferred tax assets and liabilities are recognized for the expected future consequences of temporary differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates. Management makes estimates, assumptions and judgments to determine the Company's provision for income taxes, deferred tax assets and liabilities, and any valuation losses recorded against deferred tax assets. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent the Company believes recovery is not likely, establishes a valuation allowance.
The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Interest and penalties related to unrecognized tax benefits are recognized within income tax expense.
Segment information. The Company operates as one operating segment as it only reports financial information on an aggregate and consolidated basis to its CEO, who is the Company’s chief operating decision maker.
Recent accounting pronouncements
Standard
 
Description
 
Date of adoption
 
Effect on the financial statements or other significant matters
Standards that are not yet adopted
 
 
 
 
ASU 2014-09, Revenue from Contracts with Customers (Topic 606)
 
This standard is based on principles that govern the recognition of revenue at an amount to which an entity expects to be entitled when products and services are transferred to customers. In August 2015, the FASB deferred the effective date by one year while providing the option to adopt the standard on the original effective date of January 1, 2017. The standard 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 currently evaluating the impact the adoption of this standard will have on its consolidated financial statements and related disclosures.
ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement Period Adjustments
 
Under the updated guidance, the acquirer in a business combination is required to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. This new standard will be applied prospectively to adjustments to provisional amounts that occur after the effective date of this update.
 
January 1, 2016
 
The Company does not believe the adoption of this standard will have a material impact to its consolidated financial statements.
 
 
 
 
 
 
 
Standards that were adopted
 
 
 
 
ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classifications of Deferred Taxes
 
This standard requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The new guidance becomes effective for the Company on January 1, 2017, with early adoption permitted.

 
December 31, 2015
 
The Company early adopted this standard, prospectively. Adoption resulted in a $22.2 million reduction to current assets and a corresponding increase in other long-term assets at December 31, 2015. Prior periods were not adjusted. Adoption had no impact on the Company’s results of operations.
Consolidated financial statement details
Consolidated financial statement details
Consolidated financial statement details
The following sections and tables provide details of selected balance sheet items.
Inventory
 
December 31,
(in thousands)
2015
 
2014
Components
$
9,476

 
$
4,324

Finished goods
178,756

 
148,702

Total inventory
$
188,232

 
$
153,026


Prepaid expenses and other current assets
 
December 31,
(in thousands)
2015
 
2014
Prepaid expenses
$
6,132

 
$
3,905

Prepaid income taxes
4,696

 
26,504

Tenant allowance receivable
4,249

 

Prepaid licenses
2,818

 
2,053

Current deferred tax assets

 
24,218

Other current assets
7,366

 
7,089

Prepaid expenses and other current assets
$
25,261

 
$
63,769


Property and equipment, net
(dollars in thousands)
Useful life
(in years)
 
December 31,
2015
 
December 31,
2014
Leasehold improvements
3–10
 
$
40,841

 
$
22,787

Production, engineering and other equipment
4
 
25,174

 
8,755

Tooling
1–2
 
19,537

 
16,159

Computers and software
2
 
14,581

 
9,731

Furniture and office equipment
3
 
11,389

 
6,150

Construction in progress
 
 
4,632

 
3,944

Tradeshow equipment and other
2-5
 
4,136

 
3,830

Gross property and equipment
 
 
120,290

 
71,356

Less: Accumulated depreciation and amortization
 
 
(50,240
)
 
(29,800)

Property and equipment, net
 
 
$
70,050

 
$
41,556



Depreciation expense was $24.8 million, $16.8 million and $10.9 million in 2015, 2014 and 2013, respectively.
Acquisitions and acquired intangible assets and goodwill
In 2015, the Company completed acquisitions qualifying as business combinations for aggregate consideration of $70.2 million, the substantial majority of which was cash consideration. These acquisitions were not material to the Company's consolidated financial statements, either individually or in the aggregate, and therefore actual and proforma disclosures under the applicable accounting guidance have not been presented.
The following table summarizes the allocation of the fair values of the assets acquired and liabilities assumed, and the related useful lives, where applicable:
(in thousands)
Estimated
useful life
(in years)
 
Fair value
Purchased technology
4 - 6 years
 
$
25,676

In-process research and development (IPR&D)
 
 
6,600

Net liabilities assumed
 
 
(353
)
Deferred income tax liabilities
 
 
(4,676
)
Net assets acquired
 
 
27,247

Goodwill
 
 
43,000

Total fair value consideration
 
 
$
70,247


Goodwill is primarily attributable to expected synergies in the technologies that can be leveraged by the Company in future product offerings related to device and software offerings. Goodwill is not expected to be deductible for tax purposes. The carrying amount of goodwill was $57.1 million and $14.1 million as of December 31, 2015 and 2014, respectively. The increase in 2015 and 2014 was entirely attributable to goodwill acquired.
The following table summarizes the Company's acquired intangible assets:
 
December 31, 2015
(in thousands)
Gross carrying value
 
Accumulated
amortization
 
Net carrying value
Purchased technology and other amortizable assets
$
32,952

 
$
(8,540
)
 
$
24,412

IPR&D and other non-amortizable assets
6,615

 

 
6,615

Total intangible assets
$
39,567

 
$
(8,540
)
 
$
31,027


 
December 31, 2014
(in thousands)
Gross carrying value
 
Accumulated
amortization
 
Net carrying value
Purchased technology and other amortizable assets
$
7,275

 
$
(4,353
)
 
$
2,922

Other non-amortizable assets
15

 

 
15

Total intangible assets
$
7,290

 
$
(4,353
)
 
$
2,937



As of December 31, 2015, technological feasibility has not been established for IPR&D assets; they have no alternative future use and, as such, continue to be accounted for as indefinite-lived intangible assets.

Amortization expense was $4.2 million, $1.1 million and $1.1 million in 2015, 2014 and 2013, respectively. At December 31, 2015, the estimated amortization expense of existing intangible assets for future periods is as follows:
(in thousands)
 
Total
Year ending December 31,
 
 
2016
 
$
5,956

2017
 
5,172

2018
 
4,780

2019
 
4,269

2020
 
3,365

Thereafter
 
870

 
 
$
24,412


Other long-term assets
 
December 31,
(in thousands)
2015
 
2014
POP displays
$
27,989

 
$
18,743

Long-term deferred tax assets
41,936

 
8,611

Income tax receivable
33,206

 

Deposits and other
8,430

 
8,706

Other long-term assets
$
111,561

 
$
36,060


Accrued liabilities
 
December 31,
(in thousands)
2015
 
2014
Accrued payables
$
64,831

 
$
56,617

Excess purchase order commitments
38,477

 
447

Accrued sales incentive
29,298

 
9,635

Employee related liabilities
26,491

 
28,959

Warranty liability
10,400

 
6,025

Customer deposits
8,877

 
4,903

Income taxes payable
7,536

 
2,732

Other
6,536

 
9,189

Accrued liabilities
$
192,446

 
$
118,507

Fair value measurements
Fair value measurements
Fair value measurements
The Company’s assets that are measured at fair value on a recurring basis, by level, within the fair value hierarchy are summarized as follows:
 
 
December 31, 2015
 
December 31, 2014
(in thousands)
 
Level 1
 
Level 2
 
Total
 
Level 1
 
Level 2
 
Total
Cash equivalents (1):
 
 
 
 
 
 
 
 
 
 
 
 
Money market funds
 
$
51,059

 
$

 
$
51,059

 
$
80,968

 
$

 
$
80,968

Corporate debt securities
 

 

 

 

 
2,000

 
2,000

Total cash equivalents
 
$
51,059

 
$

 
$
51,059

 
$
80,968

 
$
2,000

 
$
82,968

Marketable securities:
 
 
 
 
 
 
 
 
 
 
 
 
U.S. treasury securities
 
$

 
$

 
$

 
$
1,994

 
$

 
$
1,994

U.S. agency securities
 

 
14,451

 
14,451

 

 
7,020

 
7,020

Commercial paper
 

 
2,197

 
2,197

 

 
2,497

 
2,497

Corporate debt securities
 

 
165,825

 
165,825

 

 
90,816

 
90,816

Municipal securities
 

 
11,913

 
11,913

 

 

 

Total marketable securities
 
$

 
$
194,386

 
$
194,386

 
$
1,994

 
$
100,333

 
$
102,327

(1) Included in “cash and cash equivalents” in the accompanying consolidated balance sheets as of December 31, 2015 and 2014. Cash balances were $228.6 million and $237.0 million as of December 31, 2015 and 2014, respectively.
For the periods presented, the Company had no financial assets or liabilities that were classified as Level 3, and had no transfers of financial assets between levels.
The remaining contractual maturities of available-for-sale marketable securities as of the period-ends noted, are as follows:
 
 
December 31,
(in thousands)
 
2015
 
2014
Less than one year
 
$
122,199

 
$
58,764

Greater than one year but less than two years
 
72,187

 
43,563

Total
 
$
194,386

 
$
102,327


At December 31, 2015 and 2014, the amortized cost of the Company's cash equivalents and marketable securities approximated their fair value and there were no material unrealized gains/(losses) either individually or in the aggregate.
Stockholders' equity (deficit) and redeemable convertible preferred stock (Notes)
Stockholders' equity (deficit) and redeemable convertible preferred stock
Stockholders' equity (deficit) and redeemable convertible preferred stock
Initial public offering
In July 2014, the Company completed its IPO in which the Company issued and sold 8.9 million shares of Class A common stock at a public offering price of $24.00 per share and the selling stockholders sold 11.6 million shares of Class A common stock, including 2.7 million shares upon the underwriters' option to purchase additional shares. The Company did not receive any proceeds from the sale of shares by the selling stockholders. The total net proceeds received by the Company from the IPO were $200.8 million after deducting underwriting discounts and commissions of $12.8 million and other offering expenses of approximately $6.2 million.
Follow-on offering
In November 2014, the Company completed a follow-on offering in which the Company issued and sold 1.3 million shares of Class A common stock at a public offering price of $75.00 per share and the selling stockholders sold 10.6 million shares of Class A common stock, including 1.6 million shares upon the underwriters' option to purchase additional shares. The Company did not receive any proceeds from the sale of shares by the selling stockholders. The total net proceeds received by the Company from the follow-on offering were $93.2 million after deducting underwriting discounts and commissions of $3.4 million and other offering expenses of approximately $1.5 million.
Redeemable convertible preferred stock
Prior to the Company's IPO, the Company had 30.5 million of Series A redeemable convertible preferred stock outstanding, which were convertible into shares of Class B common stock at a rate of 1-for-1. Concurrent with the close of the IPO, those outstanding shares were converted into Class B common stock.
Preferred stock
Following the Company's IPO, the Company had 5.0 million shares of preferred stock authorized, none of which was issued or outstanding at December 31, 2015 and 2014.
Common stock
Following the Company's IPO, the Company had two classes of authorized common stock: Class A common stock with 500.0 million shares authorized and Class B common stock with 150.0 million shares authorized. As of December 31, 2015, 100.6 million shares of Class A stock were issued and outstanding and 36.0 million shares of Class B stock were issued and outstanding. The rights of the holders of Class A and Class B common stock are identical, except with respect to voting power and conversion rights. 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. The Class B common stock is also convertible into Class A common stock on the same basis upon any transfer, whether or not for value, except for “permitted transfers” as defined in the Company’s restated certificate of incorporation. 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. As of December 31, 2015, the Class B stock continued to represent greater than 10% of the overall outstanding shares.
The Company had the following shares of common stock reserved for issuance upon the exercise of equity instruments as of December 31, 2015:
(in thousands)
December 31, 2015
Stock options outstanding
13,081

Restricted stock units outstanding
4,638

Common stock available for future grants
20,084

Total common stock shares reserved for issuance
37,803


Stock repurchase program
On September 30, 2015, the Company's board of directors authorized a program to repurchase up to $300.0 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.
During the fourth quarter of 2015, under the program, the Company repurchased approximately 1.5 million shares of its common stock at an average price of $23.05 per share, for an aggregate purchase price of approximately $35.6 million. The Company currently intends to hold the repurchased shares as treasury stock.
CEO stock contributions
In 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.  Under the original Contribution Agreement, the CEO agreed to contribute back to the Company from time-to-time the same number of shares of common stock as are issued to a certain Company employee upon the exercise of certain stock options held by such employee.  Pursuant to this agreement, the CEO contributed back to the Company 0.5 million shares of Class B common stock from January 2015 through April 2015.  In May 2015, the CEO contributed back to the Company 4.7 million shares of Class B common stock pursuant to the amended agreement, representing all of the then remaining shares subject to the contribution obligations. All of the shares contributed by the CEO were retired during the year.
Employee benefit plans
Employee benefit plans
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). In the second quarter of 2014, the Company terminated the authority to grant new awards under the 2010 Plan and 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.
The 2014 Plan serves as the successor to the 2010 Plan and provides for the granting of incentive and nonqualified stock options, restricted stock awards (RSAs), restricted stock units (RSUs), stock appreciation rights, stock bonus awards, and performance awards to qualified employees, non-employee directors, and consultants. Options granted under the 2014 Plan generally expire within 10 years from the date of grant and generally vest over four years and are exercisable for shares of the Company's Class A stock. Options with performance or market-based conditions are generally subject to a required service period along with the performance or market condition. 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 values of the stock as of the first date or the ending date of each six-month offering period. The 2014 Plan and the ESPP also provides for automatic annual increases in the number of shares reserved for future issuance. 
Employee retirement plan
The Company has a 401(k) defined contribution retirement plan (Retirement Plan) covering U.S. full-time employees. The Retirement Plan provides for voluntary employee contributions from 1% to 86% of annual compensation, subject to a maximum limit allowed by Internal Revenue Service guidelines. The Company matches 100% of each employee’s contributions up to a maximum of 4% of the employee's eligible compensation. The Company's matching contribution to the plan was $5.5 million and $2.7 million in 2015 and 2014, respectively.
Stock option activity
A summary of the Company’s stock option activity in 2015 and related information is as follows:
 
Options outstanding
(shares in thousands)
Shares
 
Weighted- average
exercise price
 
Weighted-
average
remaining
contractual
term
(in years)
 
Aggregate
intrinsic value
(in thousands)
Outstanding at December 31, 2014:
25,134

 
$
6.62

 
7.09
 
$
1,425,339

Granted
792

 
39.66

 
 
 
 
Exercised
(12,375
)
 
2.01

 
 
 
 
Forfeited/Cancelled
(470
)
 
38.84

 
 
 
 
Outstanding at December 31, 2015:
13,081

 
$
11.82

 
6.70
 
$
108,846

 
 
 
 
 
 
 
 
Exercisable at December 31, 2015
8,449

 
$
6.19

 
5.89
 
$
103,696

Vested and expected to vest at December 31, 2015
12,858

 
$
11.62

 
6.67
 
$
108,681


The weighted average grant date fair values of all options granted and assumed were $18.40, $11.51 and $8.45 per share in 2015, 2014 and 2013, respectively. The total fair value of all options vested were $26.9 million, $16.0 million, and $5.2 million in 2015, 2014 and 2013, respectively.
The aggregate intrinsic value of the stock options outstanding as of December 31, 2015 was $108.8 million, which represents the value of the Company's closing stock price on December 31, 2015 in excess of the weighted-average exercise price multiplied by the number of options outstanding. The total intrinsic values of options exercised were $633.6 million, $253.3 million and $4.6 million in 2015, 2014 and 2013, respectively.
At December 31, 2015, there was $50.2 million of unearned stock-based compensation expense related to unvested options, which is expected to be amortized over a weighted average period of 2.2 years.
Restricted stock awards
A summary of the Company's RSA activity in 2015 is as follows:
 
Shares
(in thousands)
 
Weighted-
average grant date fair value
 
Aggregate
intrinsic value
(in thousands)
Non-vested shares at December 31, 2014
17

 
$
6.30

 
$
1,017

Vested
(17)

 
 
 
 
Non-vested shares at December 31, 2015

 
 
 
 

The total fair value of all restricted stock and early exercised stock options subject to repurchase vested was zero, $11.2 million and $6.1 million in 2015, 2014 and 2013, respectively. Early exercised stock options were fully vested in 2014. At December 31, 2015, all RSAs were fully vested and there was no unearned stock-based compensation remaining.
Restricted stock units
A summary of the Company’s RSU activity in 2015 and 2014 is as follows:
(shares in thousands)
Shares
 
Weighted- average grant date fair value
Non-vested shares at December 31, 2013
270

 
$
1.52

Granted
5,573

 
22.01

Vested
(1,533
)
 
18.42

Forfeited
(3
)
 
57.73

Non-vested shares at December 31, 2014
4,307

 
$
21.98

Granted
2,170

 
44.00

Vested
(1,735
)
 
19.84

Forfeited
(104
)
 
63.47

Non-vested shares at December 31, 2015
4,638

 
$
32.15


The total fair value of RSUs vested was $34.4 million in 2015 and $28.2 million in 2014. The intrinsic value of the non-vested RSUs was $83.5 million as of December 31, 2015. There were no RSUs granted during 2013.
In June 2014, the Company granted an award of 4.5 million RSUs 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 condition and a service condition. The market-based condition was achieved in January 2015. Stock-based compensation expense related to the CEO RSUs was $29.4 million in 2015 and $38.3 million in 2014.
At December 31, 2015, there was $107.8 million of unearned stock-based compensation related to RSUs (including $7.0 million related to the CEO RSUs), which is expected to be recognized over a weighted average period of 2.5 years.
Employee stock purchase plan
In 2015, employees purchased an aggregate of 436,924 shares under the Company's ESPP at an average price of $26.88 per share. At December 31, 2015, there was $0.6 million of unearned stock-based compensation related to the ESPP, which is expected to be recognized over 0.1 years. Of the 5.0 million shares authorized for issuance, 4.5 million shares were available for issuance at December 31, 2015.
The weighted-average fair value per share for purchase periods beginning in 2015 and 2014 were $15.76 and $7.16, respectively. Cash proceeds from the issuance of shares under the ESPP were $11.7 million in 2015.
Fair value disclosures
The fair value of stock options granted and purchases under the Company's ESPP is estimated using the Black-Scholes option pricing model. Expected term of stock options granted was estimated based on the simplified method. Expected stock price volatility was estimated by taking the average historic price volatility for industry peers based on daily price observations over a period equivalent to the expected term. Risk-free interest rate was based on the yields of U.S. Treasury securities with maturities similar to the expected term. Dividend yield was zero as the Company does not have any history of, nor plans to make, dividend payments.
The fair value of stock options granted was estimated as of the grant date using the following assumptions:
 
Year ended December 31,
 
2015
 
2014
 
2013
Volatility
   43%–54%
 
   54%–56%
 
   56%–60%
Expected term (years)
5.5–7.0
 
5.3–6.3
 
5.3–6.1
Risk-free interest rate
1.6%–2.0%
 
1.7%–2.0%
 
0.8%–2.4%
Dividend yield
—%
 
—%
 
—%

The fair value of stock purchase rights granted under the ESPP was estimated using the following assumptions:
 
Year ended December 31,
 
2015
 
2014
Volatility
   39%–45%
 
45.5%
Expected term (years)
0.5
 
0.6
Risk-free interest rate
   0.1%–0.2%
 
0.1%
Dividend yield
—%
 
—%


During 2014, the Company used a Monte Carlo valuation model to calculate the fair value of the CEO RSUs subject to a market condition based on the following assumptions: expected term of 10 years, expected volatility of 50.9%, risk-free interest rate of 2.69%, and a grant date fair value of $18.40 for the underlying shares.
Stock-based compensation expense
The following table summarizes stock-based compensation included in the consolidated statements of operations:
 
Year ended December 31,
(in thousands)
2015
 
2014
 
2013
Cost of revenue
$
1,492

 
$
835

 
$
690

Research and development
18,024

 
11,640

 
3,003
Sales and marketing
13,762

 
10,428

 
5,670
General and administrative
47,402

 
48,496

 
1,524
Total stock-based compensation expense, before income taxes
80,680

 
71,399

 
10,887

Total tax benefit recognized
(27,971
)
 
(19,471
)
 
(1,104
)
Total stock-based compensation expense, net of income taxes
$
52,709

 
$
51,928

 
$
9,783

Net income per share attributable to common stockholders
Net income per share attributable to common stockholders
Net income per share attributable to common stockholders
Basic and diluted net income per common share is presented in conformity with the two-class method required for participating securities. The Company considers shares issued upon the early exercise of options subject to repurchase and non-vested restricted shares to be participating securities, because holders of such shares have a non-forfeitable right to dividends. Additionally, prior to the Company's IPO and their conversion, the Company considered its redeemable convertible preferred stock to be participating securities due to their non-cumulative dividend rights.
Basic net income per share attributable to common stockholders is computed by dividing the net income attributable to common stockholders by the weighted-average number of common shares outstanding during the period. All participating securities are excluded from basic weighted average common shares outstanding. Diluted net income per share attributable to common stockholders is computed by dividing the net income attributable to common stockholders by the weighted-average number of common shares outstanding, including all potentially dilutive common shares.
Undistributed earnings are allocated based on the contractual participation rights of Class A and Class B 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 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 per share attributable to common stockholders:
 
Year ended December 31,
(in thousands, except per share data)
2015
 
2014
 
2013
 
Class A
 
Class B
 
Class A
 
Class B
 
 
Numerator:
 
 
 
 
 
 
 
 
 
Allocation of net income
$
24,559

 
$
11,572

 
$
16,647

 
$
111,441

 
$
60,578

Less: net income allocable to participating securities

 

 
(2,147
)
 
(14,365
)
 
(16,727
)
Net income attributable to common stockholders—basic
24,559

 
11,572

 
14,500

 
97,076

 
43,851

Add: net income allocable to dilutive participating securities

 

 
2,277

 
1,981

 
2,309

Reallocation of net income as a result of conversion of Class B to Class A shares
11,572

 

 
97,076

 

 

Reallocation of net income to Class B shares

 
1,974

 

 
2,237

 

Net income attributable to common stockholders—diluted
$
36,131

 
$
13,546

 
$
113,853

 
$
101,294

 
$
46,160

 
 
 
 
 
 
 
 
 
 
Denominator:
 
 
 
 
 
 
 
 
 
Weighted-average common shares—basic
91,486

 
43,109

 
13,575

 
90,878

 
81,018

Conversion of Class B to Class A common stock outstanding
43,109

 

 
90,878

 

 

Effect of potentially dilutive shares
11,891

 
11,810

 
19,177

 
19,115

 
17,923

Weighted-average common shares—diluted
146,486

 
54,919

 
123,630

 
109,993

 
98,941

 
 
 
 
 
 
 
 
 
 
Net income per share attributable to common stockholders:
 
 
 
 
 
 
 
 
 
Basic
$
0.27

 
$
0.27

 
$
1.07

 
$
1.07

 
$
0.54

Diluted
$
0.25

 
$
0.25

 
$
0.92

 
$
0.92

 
0.47


The following potentially dilutive shares were not included in the calculation of diluted shares outstanding as the effect would have been anti-dilutive:
 
Year ended December 31,
(in thousands)
2015
 
2014
 
2013
Redeemable convertible preferred stock

 
15,136

 
30,523
Stock options, ESPP shares, and RSUs
2,680

 
360

 
1,409
Unvested restricted stock awards
1

 
425

 
380
 
2,681

 
15,921

 
32,312

Income taxes
Income taxes
Income taxes
Income before income taxes consisted of the following:
 
Year ended December 31,
(in thousands)
2015
 
2014
 
2013
Domestic
$
13,562

 
$
114,937

 
$
57,251

Foreign
39,023

 
66,038

 
34,078
 
$
52,585

 
$
180,975

 
$
91,329


Income tax expense consisted of the following:
 
 
Year ended December 31,
(in thousands)
2015
 
2014
 
2013
Current:
 
 
 
 
 
Federal
$
18,548

 
$
55,846

 
$
28,856

State
3,007

 
6,075

 
1,634
Foreign
6,539

 
8,219

 
8,058
Total current
28,094

 
70,140

 
38,548
Deferred:
 
 
 
 
 
Federal
(11,211
)
 
(13,551
)
 
(7,268)
State
(204
)
 
(3,369
)
 
(861)
Foreign
(225
)
 
(333
)
 
332
Total deferred
(11,640
)
 
(17,253
)
 
(7,797)
Income tax expense
$
16,454

 
$
52,887

 
$
30,751


Income tax expense for 2015 of $16.5 million decreased $36.4 million from 2014, primarily due to lower pre-tax income.
As of December 31, 2015, undistributed earnings of $129.1 million of the Company’s foreign subsidiaries are considered to be indefinitely reinvested and, accordingly, no provision for federal and state income taxes have been provided thereon. The Company intends to reinvest these earnings indefinitely in its foreign subsidiaries. If these earnings were distributed to the United States in the form of dividends or otherwise or if the shares of the relevant foreign subsidiaries were sold or otherwise transferred the Company would be subject to additional U.S. income taxes (subject to adjustment for foreign tax credits) and foreign withholding taxes. We do not intend to repatriate these earnings to fund U.S. operations and, accordingly, we do not provide for U.S. federal income and foreign withholding tax on these earnings. Determination of the amount of unrecognized deferred income tax liability related to these earnings is not practical.
Income tax expense reconciles to the amount computed by applying the federal statutory rate of 35% to income before income taxes as follows:
 
 
Year ended December 31,
 
2015
 
2014
 
2013
(in thousands, except percentage)
$
 
%
 
$
 
%
 
$
 
%
Reconciliation to statutory rate:
 
 
 
 
 
 
 
 
 
 
 
Tax at federal statutory rate
$
18,405

 
35.0
 %
 
$
63,341

 
35.0
 %
 
$
31,965

 
35.0
 %
State taxes, net of federal benefit
1,454

 
2.8

 
4,911

 
2.7

 
2,344

 
2.6

Impact of foreign operations
6,434

 
12.2

 
(13,305
)
 
(7.4
)
 
(113
)
 
(0.1
)
Stock-based compensation
2,390

 
4.5

 
8,050

 
4.4

 
2,982

 
3.3

Tax credits
(21,891
)
 
(41.6
)
 
(10,616
)
 
(5.9
)
 
(5,637
)
 
(6.2
)
Change in valuation allowance
8,555

 
16.3

 

 

 

 

Other
1,107

 
2.1

 
506

 
0.4

 
(790
)
 
(0.9
)
 
$
16,454

 
31.3
 %
 
$
52,887

 
29.2
 %
 
$
30,751

 
33.7
 %

The higher effective tax rate for 2015 compared to 2014 was due to higher U.S. taxable income and lower international taxable income, which resulted from incurring a higher proportion of our 2015 operating expenses in foreign jurisdictions. Additionally, the effective tax rate for 2015 was lower than the federal statutory rate of 35% primarily due to benefits from research and development tax credits.
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities were as follows:
 
December 31,
(in thousands)
2015
 
2014
Deferred tax assets:
 
 
 
Net operating loss carryforwards
$
339

 
$

Tax credit carryforwards
9,372

 
2,347

Stock-based compensation
19,096

 
9,950

Allowance for returns
8,812

 
9,466

Accruals and reserves
20,398

 
14,484

Total deferred tax assets
58,017

 
36,247

Valuation allowance
(8,555
)
 

Total deferred tax assets, net of valuation allowance
49,462

 
36,247

Deferred tax liabilities:
 
 
 
Depreciation and amortization
(6,937
)
 
(3,418
)
Intangible assets
(2,904
)
 

Total deferred tax liabilities
(9,841
)
 
(3,418
)
Net deferred tax assets
$
39,621

 
$
32,829


Recognition of deferred tax assets is appropriate when realization of such assets is more likely than not. Based upon the weight of available evidence, which includes the Company’s historical operating performance and the U.S. cumulative net profits in prior periods and anticipated future earnings, the Company believes it is more likely than not that deferred tax assets, other than California research credit carryforwards, will be realized.
The Company's valuation allowance increased by $8.6 million during the year ended December 31, 2015. The change in the 2015 valuation allowance was primarily due to the addition of current year California research credit carryforwards.
As of December 31, 2015, the Company’s federal and state net operating loss carryforwards for income tax purposes were approximately $395.5 million and $249.2 million, and federal and state tax credit carryforwards were approximately $24.2 million and $18.4 million, respectively. All of the Company's federal loss, federal credit and state loss carryforwards and $3.9 million of the state tax credit carryforwards will be recorded to additional paid-in capital when realized. If not utilized, federal loss, federal credit and state loss carryforwards will begin to expire from 2019 to 2035, while the state tax credits may be carried forward indefinitely. If certain substantial changes in the entity's ownership occur, there could be an annual limitation on the amount of the carryforwards that can be utilized.
On December 18, 2015, The Consolidated Appropriations Act of 2016 was signed into law, which retroactively reinstated and made permanent the federal research tax credit provisions from January 1, 2015 through December 31, 2015. As a result, the Company recognized an income tax benefit of $13.7 million for federal research credits during the fourth quarter of 2015.
In November 2015, the FASB issued ASU 2015-17 which simplifies the presentation of deferred income taxes by requiring deferred tax assets and liabilities be classified as noncurrent on the balance sheet. The Company early-adopted this standard as of December 31, 2015 on a prospective basis. The impact to the Company's consolidated balance sheet at December 31, 2015 is a reclassification from current to non-current deferred tax assets of $22.2 million.
Uncertain income tax positions
As of December 31, 2015, the Company’s total amount of gross unrecognized tax benefits was $36.3 million, which represented an increase in unrecognized tax benefits of $19.7 million during 2015. If recognized, $31.0 million of these unrecognized income tax benefits (net of federal benefit) would be recorded as a reduction of future income tax provision.
A reconciliation of the beginning and ending amount of the unrecognized income tax benefits during the tax periods ending December 31, 2015, 2014 and 2013 are as follows:
 
December 31,
(in thousands)
2015
 
2014
 
2013
Gross balance at January 1
$
16,558

 
$
9,898

 
$
4,439

Gross increase related to current year tax positions
19,948
 
6,401
 
5,280
Gross increase related to prior year tax positions
108
 
259
 
179
Gross decrease related to prior year tax positions
(341)
 

 
0
 
$
36,273

 
$
16,558

 
$
9,898


The Company’s policy is to account for interest and penalties as income tax expense. As of December 31, 2015 and 2014, the Company had accrued interest and penalties of approximately $0.2 million and $0.2 million related to unrecognized tax benefits. There were no accrued interest and penalties as of December 31, 2013.
It is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase within the next 12 months. However, the range of the reasonably possible change cannot be reliably estimated.
The Company files income tax returns in the U.S. and non-U.S. jurisdictions. The Company is subject to U.S. income tax examinations for calendar tax years ending 2011 through 2014, and foreign income tax examinations from 2013 through 2014. The U.S. federal and U.S. state taxing authorities may choose to audit tax returns for tax years beyond the statute of limitation period due to tax attribute carryforwards from prior years, making adjustments only to carryforward attributes.
The Company is currently under examination by the Internal Revenue Service for the 2012 through 2014 tax years and California Franchise Tax Board for the 2011 and 2012 tax years. At this time, the Company is not able to estimate the potential impact that the examination may have on income tax expense. If the examinations are resolved unfavorably, there is a possibility it may have a material negative impact on the Company's results of operations.
Related parties
Related parties
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 made payments of $0.2 million, $12.2 million and $3.6 million in 2015, 2014 and 2013, respectively, for services rendered. As of December 31, 2015 and 2014, the Company had accounts payable associated with this vendor of zero and $0.1 million, respectively.
The Company incurs costs for company-related chartered aircraft fees for the use of the CEO’s private plane. The Company made payments of $1.0 million and $0.5 million in 2015 and 2014, respectively. As of December 31, 2015 and 2014, the Company had accounts payable associated with this vendor of $0.1 million and $0.4 million, respectively.
In May 2014, the Company amended the outstanding stock options granted to the former Chief Financial Officer to facilitate the net exercise of those options and subsequently repurchased 41,154 shares of common stock from the former Chief Financial Officer's estate at a purchase price of $18.40 per share.
In June 2014, the CEO purchased seven automobiles from the Company for a total purchase price of $0.3 million, which was equal to the deemed fair value of the automobiles purchased. There have been no additional such purchases in 2015.
In 2013, the Company entered into a three-year agreement, which was amended in August 2015, 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 December 31, 2015, the Company has made cumulative payments of $0.5 million and has also provided 100 GoPro capture devices at no cost each year.
In the second quarter of 2013, the Company settled an outstanding legal matter with one of the CEO's family members for $0.2 million and loaned one of its executive officers $0.2 million pursuant to a demand payment loan that did not bear interest, which was fully repaid in March 2014.
See Notes 5 and 6 above for information regarding CEO RSUs and common stock contributed by the CEO back to the Company.
Commitments, contingencies and guarantees
Commitments, contingencies and guarantees
Commitments, contingencies and guarantees
The following table summarizes the Company’s contractual commitments as of December 31, 2015:
(in thousands)
Total
 
2016
 
2017
 
2018
 
2019
 
2020
 
Thereafter
Operating leases(1)
$
152,237

 
$
16,597

 
$
15,783

 
$
19,582

 
$
13,151

 
$
16,602

 
$
70,522

Sponsorship commitments(2)
19,186

 
9,889

 
3,986

 
2,591

 
2,720

 

 

Other contractual commitments(3)
4,574

 
3,153

 
1,421

 

 

 

 

Capital equipment purchase commitments(4)
5,086

 
5,086

 

 

 

 

 

Total contractual cash obligations
$
181,083

 
$
34,725

 
$
21,190

 
$
22,173

 
$
15,871

 
$
16,602

 
$
70,522

(1)
The Company leases its facilities under long-term operating leases, which expire at various dates through 2027.
(2)
The Company sponsors events, resorts and athletes as part of its marketing efforts. In many cases, the Company enters into multi-year agreements with event organizers, resorts and athletes.
(3)
The Company purchases software licenses related to its financial and IT systems which require payments over multiple years.
(4)
The Company enters into contracts to acquire equipment for tooling and molds as part of its manufacturing operations. In addition, the Company incurs purchase commitments related to the manufacturing of its point-of-purchase (POP) displays by third parties.
Rent expense was $12.2 million$7.3 million and $3.9 million in 2015, 2014 and 2013, respectively.
Legal proceedings
From time to time, the Company is involved in legal proceedings in the ordinary course of business. The Company believes that the outcome of any existing litigation, either individually or in the aggregate, will not 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 December 31, 2015, 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:
 
Year ended December 31,
(in thousands)
2015
 
2014
 
2013
Beginning balances
$
6,405

 
$
3,870

 
$
1,937

Charged to cost of revenue
25,377

 
10,268

 
7,380
Settlements of warranty claims
(20,926
)
 
(7,733
)
 
(5,447)
Ending balances
$
10,856

 
$
6,405

 
$
3,870


At December 31, 2015, $10.4 million of the warranty liability was recorded as an element of accrued liabilities and $0.5 million was recorded as an element of other long-term liabilities. As of December 31, 2014, $6.0 million of the warranty liability was recorded as an element of accrued liabilities and $0.4 million was recorded as an element of other long-term liabilities.
Concentrations of risk and segment information
Concentrations of risk and segment information
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 believes that credit risk in its 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.
The Company had the following customers who represented 10% or more of its net accounts receivable balance as of the dates indicated:
 
December 31,
2015
 
December 31,
2014
Customer A
40%
 
17%
Customer B
18%
 
11%
Customer C
*
 
14%
* 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:
 
Year ended December 31,
(in thousands)
2015
 
2014
 
2013
Accounts receivable sold
$
194,223

 
$
250,437

 
$
71,066

Factoring fees
1,566

 
2,148

 
591


Customers with revenue greater than 10% of the Company's total revenue were as follows:
 
Year ended December 31,
 
2015
 
2014
 
2013
Customer D
14%
 
20%
 
17%
Customer A
12%
 
*
 
*
* Less than 10% of total revenue for the period indicated
Supplier concentration
The Company relies on third parties for the supply and manufacture of its capture devices, some of which are sole-source suppliers.  The Company 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 and other information
Revenue by geographic region, based on ship-to destinations, was as follows:
 
Year ended December 31,
(in thousands)
2015
 
2014
 
2013
Americas
$
868,772


$
890,352

 
$
557,285

Europe, Middle East and Africa (EMEA)
535,260


371,197

 
322,226

Asia and Pacific area countries (APAC)
215,939


132,656

 
106,226

 
$
1,619,971

 
$
1,394,205

 
$
985,737


Revenue in the United States, which is included in the Americas geographic region, was $769.2 million, $796.0 million and $498.5 million in 2015, 2014 and 2013, respectively. In 2014, the Company reclassified four countries it had previously included in the APAC geographical region to be included in the EMEA geographical region. This caused $19.3 million and $10.6 million of revenue to be reclassified from the APAC region to the EMEA region in 2014 and 2013, 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 December 31, 2015, 2014 and 2013, long-lived assets, which represent gross property and equipment, located outside the United States, primarily in China, were $47.6 million, $25.4 million and $6.0 million, respectively.
Subsequent Events
Subsequent Events
Subsequent events (unaudited)
On February 25, 2016, the Company entered into definitive agreements to acquire two privately-held companies that offer mobile video editing applications. The aggregate purchase consideration includes cash consideration of approximately $105 million as well as certain deferred consideration subject to specified future employment conditions. The transactions are expected to close in the first half of 2016, subject to the satisfaction of customary closing conditions.
Schedule II (Notes)
Schedule of Valuation and Qualifying Accounts
VALUATION AND QUALIFYING ACCOUNTS
For the years ended December 31, 2015, 2014 and 2013

(in thousands)
Balance at Beginning of Year
 
Charges to Revenue
 
Charges to Expense
 
Deductions/Write-offs
 
Balance at End of Year
Allowance for doubtful accounts receivable:
 
 
 
 
 
 
 
 
 
Year ended December 31, 2015
$
1,250

 
$

 
$
682

 
$
(532
)
 
$
1,400

Year ended December 31, 2014
520

 

 
970

 
(240
)
 
1,250

Year ended December 31, 2013
262

 

 
663

 
(405
)
 
520

Allowance for sales returns:
 
 
 
 
 
 
 
 
 
Year ended December 31, 2015
$
25,747

 
$
48,182

 
$
(47,649
)
 
$

 
$
26,280

Year ended December 31, 2014
14,352

 
39,011

 
(27,616
)
 

 
25,747

Year ended December 31, 2013
9,077

 
24,156

 
(18,881
)
 

 
14,352

Valuation allowance for deferred tax assets:
 
 
 
 
 
 
 
 
 
Year ended December 31, 2015
$

 
$

 
$
8,555

 
$

 
$
8,555

Summary of significant accounting policies (Policies)
Basis of presentation. The accompanying 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.
Principles of consolidation. These consolidated financial statements include all the accounts of the Company and its wholly-owned subsidiaries. Unless otherwise specified, references to the Company are references to GoPro, Inc. and its consolidated 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 consolidated financial statements and accompanying notes. 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. For all periods presented, comprehensive income approximated net income. Therefore, the consolidated statements of comprehensive income have been omitted
Prior period reclassifications. Reclassifications of certain prior period amounts in the consolidated financial statements have been made to conform to the current period presentation.
Cash equivalents and marketable securities. Cash equivalents primarily consist of investments in money market funds with maturities of three months or less from the date of purchase. Marketable securities consist of commercial paper, U.S. treasury securities, U.S. agency securities, and corporate debt securities, and are classified as available-for-sale securities. As the Company views these securities as available to support current operations, it has classified all available-for-sale securities as current assets. Available-for-sale securities are carried at fair value with unrealized gains and losses, if any, included in stockholders' equity. As of December 31, 2015, the Company's marketable securities were recorded at their amortized cost which approximated fair value. Unrealized losses are charged against other income (expense), net, for declines in fair value below the cost of an individual investment that is deemed to be other than temporary. The Company did not identify any marketable securities as other-than-temporarily impaired for the periods presented. The Company determines realized gains or losses on sale of marketable securities on a specific identification method, and records such gains or losses as other income (expense), net.
Accounts receivable and allowance for doubtful accounts. Accounts receivable are stated at invoice value less estimated allowances for returns and doubtful accounts. The Company records allowances based upon its assessment of various factors, such as: historical experience, credit quality of its customers, age of the accounts receivable balances, geographic related risks, economic conditions and other factors that may affect a customer’s ability to pay. The allowance for doubtful accounts as of December 31, 2015 and 2014 was $1.4 million and $1.3 million, respectively.
Inventory. Inventory consists of finished goods and component parts, which are purchased directly or from contract manufacturers. Inventory is stated at the lower of cost or market on a first-in, first-out basis. The Company writes down its inventory for estimated obsolescence or excess inventory equal to the difference between the cost of inventory and estimated market value. The Company’s assessment of market value is based upon assumptions around market conditions and estimated future demand for its products within a specified time horizon, generally 12 months. Adjustments to reduce inventory to net realizable value are recognized in cost of revenue in the current period.
Point of purchase (POP) displays. The Company provides retailers with POP displays, generally free of charge, in order to facilitate the marketing of the Company’s products within retail stores. The POP displays contain a display that broadcasts video images taken by GoPro cameras with product placement available for cameras and accessories. POP display costs, less any fees charged, are capitalized as long-term assets and charged to sales and marketing expense over the expected period of benefit, which generally ranges from 24 to 36 months.
Property and equipment, net. Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful life of the assets, ranging from one to ten years. Leasehold improvements are amortized over the shorter of the lease term or their expected useful life. Property and equipment pending installation, configuration or qualification are classified as construction in progress. Costs of maintenance and repairs that do not improve or extend the lives of the respective assets are expensed as incurred.
Income taxes. The Company utilizes the asset and liability method for computing its income tax provision, under which deferred tax assets and liabilities are recognized for the expected future consequences of temporary differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates. Management makes estimates, assumptions and judgments to determine the Company's provision for income taxes, deferred tax assets and liabilities, and any valuation losses recorded against deferred tax assets. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent the Company believes recovery is not likely, establishes a valuation allowance.
The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Interest and penalties related to unrecognized tax benefits are recognized within income tax expense.
Fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date. The Company estimates and categorizes the fair value of its financial assets by applying the following hierarchy established by the FASB, which prioritizes the inputs to valuation techniques used to measure fair value:
Level 1
Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to directly access.
Level 2
Valuations based on quoted prices for similar assets or liabilities; valuations for interest-bearing securities based on non-daily quoted prices in active markets; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.
Level 3
Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The fair value of Level 2 financial instruments is obtained from an independent pricing service, which may use quoted market prices for identical or comparable instruments or model driven valuations using observable market data or inputs corroborated by observable market data.
Leases. The Company leases its office space and facilities under cancelable and non-cancelable operating leases. For leases that contain rent escalation or rent concession provisions, the Company recognizes rent expense on a straight-line basis over the term of the lease. The Company does not assume renewals in its determination of the lease term unless the renewals are deemed to be reasonably assured at lease inception. Leasehold improvements are included in property and equipment, net.
Goodwill and other intangible assets. Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in a business combination. Acquired intangible assets other than goodwill are amortized over their useful lives unless the lives are determined to be indefinite. For intangible assets acquired in a business combination, the estimated fair values of the assets received are used to establish their recorded values. Valuation techniques consistent with the market approach, income approach and/or cost approach are used to measure fair value.
Impairment of goodwill and long-lived assets. The Company performs an annual assessment of its goodwill during the fourth quarter of each calendar year and in interim periods if certain events occur to determine if any events or circumstances exist, such as an adverse change in business climate or a decline in the overall industry demand, that would indicate it is more likely than not that the fair value of its single reporting unit is less than its carrying value. If further testing is deemed necessary, a two-step approach is applied. The first step involves comparing the fair value of the reporting unit with its carrying value. The second step, if necessary, measures the amount of impairment, if any, by comparing the carrying value of the goodwill to its implied fair value. Other indefinite-lived intangible assets are assessed for impairment at least annually. If their value carrying value exceeds the estimated fair value, the difference is recorded as an impairment.
Long-lived assets, such as property and equipment and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount to the estimated future undiscounted cash flows expected to be generated by the asset group. If it is determined that an asset group is not recoverable, an impairment charge is recognized for the amount by which the carrying amount of the asset group exceeds its fair value.
There was no material impairment of goodwill, indefinite-lived intangible assets or other long-lived assets for any periods presented.
Impairment of goodwill and long-lived assets. The Company performs an annual assessment of its goodwill during the fourth quarter of each calendar year and in interim periods if certain events occur to determine if any events or circumstances exist, such as an adverse change in business climate or a decline in the overall industry demand, that would indicate it is more likely than not that the fair value of its single reporting unit is less than its carrying value. If further testing is deemed necessary, a two-step approach is applied. The first step involves comparing the fair value of the reporting unit with its carrying value. The second step, if necessary, measures the amount of impairment, if any, by comparing the carrying value of the goodwill to its implied fair value. Other indefinite-lived intangible assets are assessed for impairment at least annually. If their value carrying value exceeds the estimated fair value, the difference is recorded as an impairment.
Long-lived assets, such as property and equipment and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount to the estimated future undiscounted cash flows expected to be generated by the asset group. If it is determined that an asset group is not recoverable, an impairment charge is recognized for the amount by which the carrying amount of the asset group exceeds its fair value.
There was no material impairment of goodwill, indefinite-lived intangible assets or other long-lived assets for any periods presented.
Warranty. The Company records a liability for estimated product warranty costs at the time product revenue is recognized. The Company's standard warranty obligation to its end-users generally provides a 12-month warranty coverage on all of its products except in the European Union where the Company provides a two-year warranty. The Company's estimate of costs to service its warranty obligations is based on its historical experience of repair and replacement of the associated products and expectations of future conditions. The warranty obligation is affected by product failure rates and the related use of materials, labor costs and freight incurred in correcting any product failure.
Revenue recognition. Revenue is primarily comprised of product revenue, net of returns and sales incentives. The Company derives substantially all of its revenue from the sale of capture devices and the related implied post contract support (PCS). The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, and collectability is reasonably assured. Evidence of an arrangement consists of an order from its distributors, resellers, or online customers. The Company considers delivery to have occurred once title and risk of loss has been transferred. For most of the Company's revenue, these criteria are met at the time the product is shipped. For customers who purchase products directly from the Company’s website, the Company defers revenue until delivery to the customer's address because the Company retains a portion of the risk of loss on these sales during transit. Customer deposits are included in accrued liabilities on the consolidated balance sheet and are recognized as revenue when all the revenue recognition criteria are met.
The Company grants limited rights to return product for certain large retailers and distributors. The Company records reductions to revenue and cost of sales for expected future product returns at the time of sale based on analyses of historical return trends by customer class. Return trends are influenced by product life cycles, new product introductions, market acceptance of products, product sell-through, the type of customer, seasonality, and other factors. Return rates may fluctuate over time, but are sufficiently predictable to allow the Company to estimate expected future product returns.
The Company has determined its sales of capture devices are multiple element arrangements that generally include the following two units of accounting: a) the hardware component (camera and accessories) and the embedded firmware essential to the functionality of the camera delivered at the time of sale, and b) the implied right for the customer to receive PCS. PCS includes the right to receive, on a when and if available basis, future unspecified firmware upgrades and features as well as bug fixes, email and telephone support. The Company accounts for each element separately and allocates revenue based on their relative selling prices. The Company uses a hierarchy to determine the selling price to be used for allocating revenue to deliverables: (i) vendor-specific objective evidence of fair value (VSOE), (ii) third-party evidence of selling price (TPE) and (iii) best estimate of the selling price (BESP). The Company has neither VSOE nor TPE since the deliverables are not sold separately and there are not comparable deliverables sold by other companies. BESP reflects the Company’s best estimates of what the selling prices of elements would be if they were sold regularly on a stand-alone basis. The Company's process for determining BESP considers multiple factors that may vary over time depending upon the unique facts and circumstances related to each deliverable, including: the level of support provided to customers, estimated costs to provide the Company's support, the amount of time and cost that is allocated to the Company's efforts to develop the undelivered elements, and market trends in the pricing for similar offerings.
Revenue allocated to the delivered hardware and the related essential software is recognized at the time of sale provided the conditions for recognition of revenue have been met. Revenue allocated to PCS is deferred and recognized on a straight-line basis over the estimated term of the support period, which is estimated to be 15 months based on historical experience.
Sales incentives. The Company offers sales incentives through various programs, consisting primarily of cooperative advertising and marketing development fund programs. The Company records cooperative advertising and marketing development fund programs with customers as a reduction to revenue unless it receives an identifiable benefit in exchange for credits claimed by the customer and can reasonably estimate the fair value of the identifiable benefit received, in which case the Company will record it as a marketing expense. Marketing development funds recorded as marketing expense were not material for the periods presented. In addition, the Company offers price protection discounts to certain customers when new capture device models are released or repriced and the customer has remaining inventory on hand. The Company calculates price protection discounts in the period that the price reduction goes into effect, and they are recorded as a reduction of revenue, based on the evaluation of inventory currently held by the customer subject to price protection.
Shipping costs. Amounts billed to customers for shipping and handling are classified as revenue and the Company's related shipping and handling costs incurred are classified as cost of revenue.
Sales taxes. Sales taxes collected from customers and remitted to respective governmental authorities are recorded as liabilities and not included in revenue.
Research and development. Research and development expense includes internal and external costs. Internal costs include employee related expenses, equipment costs, depreciation expense and allocated facility costs. External research and development expenses consist of costs associated with consultants, tooling and prototype materials. Research and development expense is related to developing new products and services and the designing of significant improvements to existing products. Research and development costs to establish the technological feasibility of the Company’s internally developed software is expensed as incurred. To date, the period between achieving technological feasibility and the release of internally developed software to be sold, leased, or marketed has been short and development costs qualifying for capitalization have been insignificant.
Advertising costs. Advertising costs consist of costs associated with print, television and ecommerce media advertisements and are expensed as incurred. The Company incurs promotional expenses resulting from payments under event, resort and athlete sponsorship contracts. These sponsorship arrangements are considered to be executory contracts and, as such, the costs are expensed as performance under the contract is received. The costs associated with preparation of sponsorship activities, including the supply of GoPro products, media team support, and activation fees are expensed as incurred. Prepayments made under