UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 31, 2014

GOPRO, INC.
(Exact name of registrant as specified in its charter)

	
			
Delaware	001-36514	77-0629474	
(State or Other Jurisdiction
of Incorporation)	(Commission File No.)	(I.R.S. Employer
Identification No.)	
3000 Clearview Way, San Mateo, California 94402
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (650) 332-7600

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
		
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
		
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
		
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	

	

Item 2.02 Results of Operations and Financial Condition

On July 31, 2014, GoPro, Inc. (the “Registrant”) issued a press release to report its financial results for its second quarter ended June 30, 2014.

A copy of the press release is furnished as Exhibit 99.1 to this report.

The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to this or such filing. The information in this report, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

	
		
Exhibit
Number	Description of Document	
99.1	Press Release of GoPro, Inc. dated July 31, 2014 to report its financial results for its second quarter ended June 30, 2014.	

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	
				
Date: July 31, 2014	 	 	
 	GoPro, Inc.	
 	 	 	
 	By:	/s/ Jack Lazar	
 	Name:	Jack Lazar	
 	Title:	Chief Financial Officer (Principal Financial Officer)	

EXHIBIT INDEX

	
		
Exhibit
Number	Description of Document	
99.1	Press Release of GoPro, Inc. dated July 31, 2014 to report its financial results for its second quarter ended June 30, 2014.	

EXHIBIT 99.1

                                                                                                                                                    
    
GOPRO ANNOUNCES SECOND QUARTER 2014 RESULTS

Second Quarter Revenue up 38% vs Q2 2013

Reaches Major Milestone in July Shipping the 10 Millionth Cumulative Capture Device

SAN MATEO, Calif., July 31, 2014 - GoPro, Inc. (NASDAQ: GPRO), maker of one of the world's most versatile cameras and enabler of some of today's most engaging content, today announced financial results for its second quarter ended June 30, 2014.

Revenue in the second quarter of 2014 was $244.6 million, up 38.1% compared to the $177.1 million reported in the second quarter of 2013. Second quarter 2014 revenue increased 3.8% compared to $235.7 million reported in the first quarter of 2014.

“We delivered a strong quarter of operating results driven by increased demand for our Hero 3+ Black Edition and demand for our accessory products,” said Nicholas Woodman, CEO of GoPro. “We are seeing a tremendous volume of quality content generated by our users and a 200% year over year increase in video views on YouTube, which is fueling our virtuous cycle whereby viewership of GoPro content drives sales. Our second quarter performance demonstrates our users’ continued passion for GoPro’s products, content and brand.”

GoPro reports gross profit, operating expenses, operating income (loss), net income (loss) and diluted net income (loss) per share in accordance with GAAP and additionally on a non-GAAP basis. Non-GAAP net income excludes, where applicable, the effect of stock-based compensation, amortization of acquired intangible assets and the tax impact of these excluded items. A reconciliation of preliminary GAAP financial measures to non-GAAP financial measures, as well as a description of items excluded in the calculation of non-GAAP financial measures, is presented in the financial statement portion of this release.
Non-GAAP gross margin in the second quarter of 2014 was 42.2%, compared to 32.3% in the second quarter of 2013 and 41.1% in the first quarter of 2014. Non-GAAP operating income in the second quarter of 2014 was $17.8 million, compared to an operating loss of ($3.2) million in the second quarter of 2013 and operating income of $20.9 million in the first quarter of 2014.
Non-GAAP net income in the second quarter of 2014 was $11.8 million or $0.08 per diluted share, compared to a net loss of ($3.2) million or ($0.03) per diluted share in the second quarter of 2013 and net income of $14.3 million or $0.10 per diluted share in the first quarter of 2014.
In accordance with U.S. generally accepted accounting principles (GAAP), GoPro recorded a net loss attributable to common stockholders in the second quarter of 2014 of $(19.8) million or $(0.24) per diluted share. This compares to a GAAP net loss attributable to common stockholders of $(5.1) million or $(0.06) per diluted share in the second quarter of 2013 and GAAP net income attributable to common stockholders in the first quarter of 2014 of $8.5 million or $0.08 per diluted share.
Second quarter GAAP gross margin was 42.1%, compared to gross margin of 32.1% in the second quarter of 2013 and 40.9% in the first quarter of 2014. Second quarter GAAP operating loss was ($16.7) million, compared to an operating loss of ($6.0) million in the second quarter of 2013 and operating income of $16.6 million in the first quarter of 2014.

Cash was $104.9 million at June 30, 2014, up $77.6 million from June 30, 2013 and down $6.3 million from March 31, 2014. Net cash proceeds of $200.8 million from closing of the company’s initial public offering were received on July 1, 2014 and are therefore not included in the June 30, 2014 cash balance.

Second Quarter and Recent GoPro Highlights Include:
		
•	Launched GoPro App 2.5 for iOS and Android in July, allowing users to stream playlists of GoPro content directly to their phones and identify favorite videos that will follow them across other platforms such as Xbox One and GoPro.com .	
		
•	According to June NPD data, GoPro products represented the top three camera/camcorder units and six of the top ten camera accessory units sold in the U.S.	
		
•	Launched in new vertical markets with the Sportsman Mount for hunting and fishing and the Music Edition for instruments and microphones.	
		
•	Released popular accessories including the highly versatile Gooseneck and 3-Way mounts.	
		
•	Shipped more than 10,000 linear feet of new POP displays to retail outlets around the world.	
		
•	Number of GoPro videos published on YouTube up over 160% Y/Y; views on YouTube up 200% Y/Y; video minutes watched on YouTube up over 270% vs. Q2 2013.	
		
•	Launched the GoPro Channel on Pinterest, a social network with more than 60 million users.	
		
•	Launched the GoPro Channel on Xbox 360 with Microsoft, generating more than a half million downloads and average engagement time in the U.S. of just under 30 minutes. In July, launched GoPro Channel on Xbox One with exclusive videos.	
		
•	Hosted events at South by Southwest, the X Games, and the GoPro Mountain Games.	
		
•	The GoPro Athlete Summit attracted 90 athletes and generated more than two million likes on Facebook.	
		
•	Won four Webby Awards including Best Photography and Graphics, Best Use of Video, and Best Overall Social Presence.	
		
•	GoPro CineForm Codec was standardized by the Society of Motion Picture and Television Engineers ® (SMPTE ® ) as the SMPTE ST 2073 VC-5 video compression standard.	
 
Conference Call
GoPro management will host a conference call and live webcast for analysts and investors today at 2 p.m. Pacific Time (5 p.m. Eastern Time) to discuss the Company's financial results.

To listen to the live conference call, please dial (913) 312-1469 or toll free (888) 609-5673, access code 5713125, approximately 15 minutes prior to the start of the call. A live webcast of the conference call will be accessible on the "Events & Presentations" section of the Company's website at http://investor.gopro.com. To access the live webcast, please log in 15 minutes prior to the start of the call to download and install any necessary audio software. The webcast will be recorded and the recording will be available on GoPro’s website, http://investor.gopro.com, approximately two hours after the call and for six months thereafter.

About GoPro, Inc. (NASDAQ: GPRO):
GoPro, Inc. is transforming the way consumers capture, manage, share and enjoy meaningful life experiences. We do this by enabling people to capture compelling, immersive photo and video content of themselves participating in their favorite activities. Our customers include some of the world’s most active and passionate people. The volume and quality of their shared GoPro content, coupled with their enthusiasm for our brand, are virally driving awareness and demand for our products. To date, we have generated substantially all of our revenue from the sale of our cameras and accessories and we believe that the growing adoption of our capture devices and the engaging content they enable, position GoPro to become an exciting new media company.

For more information, visit www.gopro.com or connect with GoPro on YouTube , Twitter , Facebook , or LinkedIn .
GOPRO ® and HERO ® are trademarks or registered trademarks of GoPro Inc. in the United States and other countries.

Note on Forward-looking Statements
This press release may contain projections or other forward-looking statements regarding future events. These statements involve risks and uncertainties, and actual events or results may differ materially. Among the important factors that could cause actual results to differ materially from those in the forward-looking statements are the effects of the highly competitive market in which we operate; our dependence on sales of our capture devices for substantially all of our revenue; our reliance on third-party suppliers, some of which are sole-source suppliers, to

provide components for our products; the fact that we do not expect to continue to grow in the future at the same rate as we have in the past, and profitability in recent periods might not be indicative of future performance;  difficulty in accurately predicting our future customer demand; the importance of maintaining the value and reputation of our brand; any inability to successfully manage frequent product introductions and transitions; the effects of international business uncertainties; our reliance on our Chief Executive Officer; and other factors detailed in the Risk Factors section of the final prospectus that we filed with the Securities and Exchange Commission in connection with our initial public offering.  These forward-looking statements speak only as of the date hereof or as of the date otherwise stated herein.  GoPro disclaims any obligation to update these forward-looking statements.

# # # # #

Investor Contact:
Peter Salkowski (855) GOPROHD or (855) 467-7643
investor@gopro.com

Media Contact:
Jeff Brown (650) 332-7600 x 9997

	
												
GoPro, Inc.	
Preliminary Condensed Consolidated Statements of Operations	
(in thousands, except per share amounts, unaudited)	

 	Three months ended	
 	June 30, 2014	 	March 31, 2014	 	June 30, 2013	
 	 	 	 	 	 	
Revenue	$	244,605		 	$	235,716		 	$	177,082		
Cost of revenue	141,736		 	139,202		 	120,242		
Gross profit	102,869		 	96,514		 	56,840		
Operating expenses:	 	 	 	 	 	
   Research and development	34,663		 	28,739		 	16,687		
   Sales and marketing	43,701		 	41,341		 	39,065		
   General and administrative	41,171		 	9,878		 	7,044		
Total operating expenses	119,535		 	79,958		 	62,796		
Operating income (loss)	(16,666	)	 	16,556		 	(5,956	)	
Other income (expense), net	(1,536	)	 	(1,625	)	 	(1,697	)	
Income (loss) before income taxes	(18,202	)	 	14,931		 	(7,653	)	
Income tax (benefit) expense	1,639		 	3,882		 	(2,568	)	
Net income (loss)	$	(19,841	)	 	$	11,049		 	$	(5,085	)	
 	 	 	 	 	 	
Net income (loss) attributable to common stockholders- basic	$	(19,841	)	 	$	8,009		 	$	(5,085	)	
Net income (loss) attributable to common stockholders- diluted	$	(19,841	)	 	$	8,452		 	$	(5,085	)	
 	 	 	 	 	 	
Net income (loss) per share attributable to common stockholders:	 	 	 	 	 	
   Basic	$	(0.24	)	 	$	0.10		 	$	(0.06	)	
   Diluted	$	(0.24	)	 	$	0.08		 	$	(0.06	)	
 	 	 	 	 	 	
Shares used in computing net income (loss) per share attributable to common stockholders:	 	 	
   Basic	82,936		 	81,582		 	80,902		
   Diluted	82,936		 	100,783		 	80,902		

	
								
GoPro, Inc.	
Preliminary Condensed Consolidated Statements of Operations	
(in thousands, except per share amounts, unaudited)	

 	 	 	 	
 	Six months ended	
 	June 30, 2014	 	June 30, 2013	
 	 	 	 	
Revenue	$	480,321		 	$	432,139		
Cost of revenue	280,938		 	285,870		
Gross profit	199,383		 	146,269		
Operating expenses:	 	 	 	
   Research and development	63,402		 	28,699		
   Sales and marketing	85,042		 	74,738		
   General and administrative	51,049		 	14,032		
Total operating expenses	199,493		 	117,469		
Operating income (loss)	(110	)	 	28,800		
Other income (expense), net	(3,161	)	 	(3,391	)	
Income (loss) before income taxes	(3,271	)	 	25,409		
Income tax expense	5,521		 	7,459		
Net income (loss)	$	(8,792	)	 	$	17,950		
 	 	 	 	
Net income (loss) attributable to common stockholders- basic	$	(8,792	)	 	$	12,986		
Net income (loss) attributable to common stockholders- diluted	$	(8,792	)	 	$	13,666		
 	 		 	 		
Net income (loss) per share attributable to common stockholders:	 	 	 	
   Basic	$	(0.11	)	 	$	0.16		
   Diluted	$	(0.11	)	 	$	0.14		
 	 	 	 	
Shares used in computing net income (loss) per share attributable to common stockholders:	 	 	
   Basic	82,263		 	80,836		
   Diluted	82,263		 	98,577		

	
								
GoPro, Inc.	
Preliminary Condensed Consolidated Balance Sheets	
(in thousands)	

 	June 30,	 	December 31,	
	2014	 	2013	
ASSETS	(unaudited)	 	 	
Current assets:	 	 	 	
Cash	$	104,879		 	$	101,410		
Accounts receivable, net	49,230		 	122,669		
Inventory	80,376		 	111,994		
Prepaid expenses and other current assets	65,409		 	21,967		
Total current assets	299,894		 	358,040		
Property and equipment, net	38,939		 	32,111		
Intangible assets and goodwill	16,805		 	17,365		
Other long-term assets	36,562		 	32,155		
Total assets	$	392,200		 	$	439,671		
 	  		 	  		
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)	 		 	 		
Current liabilities:	 		 	 		
Accounts payable	$	54,925		 	$	126,423		
Accrued liabilities	78,819		 	86,391		
Other current liabilities	12,524		 	27,483		
Current portion of long-term debt	66,306		 	60,297		
Total current liabilities	212,574		 	300,594		
Long-term debt, less current portion	41,433		 	53,315		
Other long-term liabilities	13,719		 	13,930		
Total liabilities	267,726		 	367,839		
 	 		 	 		
Redeemable convertible preferred stock	77,227		 	77,198		
Total stockholders’ equity (deficit)	47,247		 	(5,366	)	
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)	$	392,200		 	$	439,671		

	
												
GoPro, Inc.	
Reconciliation of Preliminary Non-GAAP Adjustments	
(in thousands, except per share data, unaudited)	

 	Three months ended	
 	June 30, 2014	 	March 31, 2014	 	June 30, 2013	
 	 	 	 	 	 	
GAAP NET INCOME (LOSS)	$	(19,841	)	 	$	11,049		 	$	(5,085	)	
Stock-based compensation	 	 	 	 	 	
Cost of revenue	154		 	168		 	157		
Research and development	1,657		 	1,401		 	556		
Sales and marketing	1,654		 	1,414		 	1,454		
General and administrative	30,728		 	1,054		 	365		
Total stock-based compensation	34,193		 	4,037		 	2,532		
 	 		 	 		 	 		
Amortization of acquisition-related intangible assets	 		 	 		 	 		
Cost of revenue	222		 	222		 	222		
Research and development	20		 	20		 	—		
Sales and marketing	34		 	42		 	47		
Total amortization of acquisition-related intangible assets	276		 	284		 	269		
 	 		 	 		 	 		
Tax related items	 		 	 		 	 		
Income tax adjustments	(2,854	)	 	(1,088	)	 	(875	)	
Non-GAAP NET INCOME (LOSS)	$	11,774		 	$	14,282		 	$	(3,159	)	

GAAP SHARES FOR DILUTED NET INCOME (LOSS) PER SHARE	82,936		 	100,783		 	80,902		
    Add: dilutive shares	17,345		 	—		 	—		
    Add: preferred shares conversion	30,523		 	30,523		 	30,523		
    Add: initial public offering shares	8,900		 	8,900		 	8,900		
Non-GAAP SHARES FOR DILUTED NET INCOME (LOSS) PER SHARE	139,704		 	140,206		 	120,325		
 	 	 	 	 	 	
Non-GAAP diluted net income (loss) per share	$	0.08		 	$	0.10		 	$	(0.03	)	

	
								
GoPro, Inc.	
Reconciliation of Preliminary Non-GAAP Adjustments	
(in thousands, except per share data, unaudited)	

 	Six months ended	
 	June 30, 2014	 	June 30, 2013	
 	 	 	 	
GAAP NET INCOME (LOSS)	$	(8,792	)	 	$	17,950		
Stock-based compensation	 	 	 	
Cost of revenue	322		 	377		
Research and development	3,058		 	997		
Sales and marketing	3,068		 	2,658		
General and administrative	31,782		 	595		
Total stock-based compensation	38,230		 	4,627		
 	 		 	 		
Amortization of acquisition-related intangible assets	 		 	 		
Cost of revenue	444		 	444		
Research and development	40		 	13		
Sales and marketing	76		 	94		
Total amortization of acquisition-related intangible assets	560		 	551		
 	 		 	 		
Tax related items	 		 	 		
Income tax adjustments	(3,942	)	 	(1,617	)	
Non-GAAP NET INCOME	$	26,056		 	$	21,511		
 	 	 	 	
GAAP SHARES FOR DILUTED EARNINGS PER SHARE	82,263		 	98,577		
    Add: dilutive shares	18,273		 	—		
    Add: preferred shares conversion	30,523		 	30,523		
    Add: initial public offering shares	8,900		 	8,900		
Non-GAAP SHARES FOR DILUTED EARNINGS PER SHARE	139,959		 	138,000		
 	 	 	 	
Non-GAAP diluted net income per share	$	0.19		 	$	0.16		

GoPro, Inc.
Reconciliation of Preliminary GAAP to Non-GAAP Financial Measures

To supplement our unaudited selected financial data presented on a basis consistent with Generally Accepted Accounting Principles, or GAAP, we disclose certain non-GAAP financial measures, including non-GAAP gross profit, operating expenses, operating income (loss), net income (loss), earnings (loss) per share and adjusted EBITDA. These non-GAAP measures are not in accordance with, nor serve as an alternative for GAAP. We believe that these non-GAAP measures have limitations in that they do not reflect all of the amounts associated with our GAAP results of operations. These non-GAAP measures should only be viewed in conjunction with corresponding GAAP measures.
In calculating non-GAAP financial measures, we exclude certain items to facilitate a review of the comparability of our core operating performance on a period-to-period basis. The excluded items represent stock-based compensation and charges that are primarily driven by discrete events that we do not consider to be directly related to core operating performance. We use non-GAAP measures to evaluate the core operating performance of our business, for comparison with forecasts and strategic plans and for calculating return on investment. In addition, management’s incentive compensation is determined using non-GAAP measures. Since we find these measures to be useful, we believe that investors benefit from seeing results reviewed by management in addition to seeing GAAP results. We believe that these non-GAAP measures, when read in conjunction with our GAAP financials, provide useful information to investors by facilitating:

•	the comparability of our on-going operating results over the periods presented;	

•	the ability to identify trends in our underlying business; and	

•	the comparison of our operating results against analyst financial models and operating results of other public companies that supplement their GAAP results with non-GAAP financial measures.	

  The following are explanations of each type of adjustment that we incorporate into non-GAAP financial measures:

•	Stock-based compensation expense relates to equity awards granted primarily to our workforce. We exclude stock-based compensation expense because we believe that the non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance. In particular, we note that companies calculate stock-based compensation expense for the variety of award types that they employ using different valuation methodologies and subjective assumptions. These non-cash charges are not factored into our internal evaluation of net income as we believe their inclusion would hinder our ability to assess core operational performance. We believe that excluding this expense provides greater visibility to the underlying performance of our business operations, facilitates comparison of our results with other periods, and may also facilitate comparison with the results of other companies in our industry.	

•	Acquisition-related charges include the amortization of acquired intangible assets primarily consisting of acquired technology, customer relationships, tradenames and covenants not to compete related to our acquisitions. These charges are not factored into our evaluation of potential acquisitions, or of our performance after completion of acquisitions, because they are not related to our core operating performance, and the frequency and amount of such charges vary significantly based on the timing and magnitude of our acquisition transactions and the maturities of the businesses being acquired.	

•	Adjustment for taxes relates to the tax effect of the adjustments that we incorporate into non-GAAP measures in order to provide a more meaningful measure of non-GAAP net income. We believe that these adjustments provide us with the ability to more clearly view trends in our core operating performance.	

•	Adjustment to shares includes the conversion of the redeemable convertible preferred stock into shares of common stock as though the conversion had occurred at the beginning of the period, the initial public offering shares issued July 2014, as if they had been outstanding since the beginning of the period, and the addition of all dilutive awards outstanding that were excluded from the GAAP diluted earnings per share calculation because they were anti-dilutive as a result of our net loss position.	

Reconciliations of non-GAAP measures are set forth below ($ in thousands):

	
												
 	Three months ended	
 	June 30, 2014	 	March 31, 2014	 	June 30, 2013	
GAAP gross profit	$	102,869		 	$	96,514		 	$	56,840		
  Stock-based compensation	154		 	168		 	157		
  Amortization of acquisition-related intangible assets	222		 	222		 	222		
Non-GAAP gross profit	$	103,245		 	$	96,904		 	$	57,219		
 	 		 	 		 	 		
GAAP gross profit as a % of revenue	42.1%		 	40.9%		 	32.1%		
  Stock-based compensation	0.0%		 	0.1%		 	0.1%		
  Amortization of acquisition-related intangible assets	0.1%		 	0.1%		 	0.1%		
Non-GAAP gross profit as a % of revenue	42.2%		 	41.1%		 	32.3%		
 	 		 	 		 	 		
GAAP operating expenses	$	119,535		 	$	79,958		 	$	62,796		
  Stock-based compensation	(34,039	)	 	(3,869	)	 	(2,375	)	
  Amortization of acquisition-related intangible assets	(54	)	 	(62	)	 	(47	)	
Non-GAAP operating expenses	$	85,442		 	$	76,027		 	$	60,374		
 	 		 	 		 	 		
GAAP operating income (loss)	$	(16,666	)	 	$	16,556		 	$	(5,956	)	
  Stock-based compensation	34,193		 	4,037		 	2,532		
  Amortization of acquisition-related intangible assets	276		 	284		 	269		
Non-GAAP operating income (loss)	$	17,803		 	$	20,877		 	$	(3,155	)	
 	 		 	 		 	 		
GAAP operating income (loss) as a % of revenue	(6.8%)		 	7.0%		 	(3.4%)		
  Stock-based compensation	14.0%		 	1.7%		 	1.4%		
  Amortization of acquisition-related intangible assets	0.1%		 	0.2%		 	0.2%		
Non-GAAP operating income (loss) as a % of revenue	7.3%		 	8.9%		 	(1.8%)		

Reconciliations of non-GAAP measures are set forth below ($ in thousands):

	
								
 	Six months ended	
 	June 30, 2014	 	June 30, 2013	
GAAP gross profit	$	199,383		 	$	146,269		
  Stock-based compensation	322		 	377		
  Amortization of acquisition-related intangible assets	444		 	444		
Non-GAAP gross profit	$	200,149		 	$	147,090		
 	 	 	 	
GAAP gross profit as a % of revenue	41.5%		 	33.8%		
  Stock-based compensation	0.1%		 	0.1%		
  Amortization of acquisition-related intangible assets	0.1%		 	0.1%		
Non-GAAP gross profit as a % of revenue	41.7%		 	34.0%		
 	 	 	 	
GAAP operating expenses	$	199,493		 	$	117,469		
  Stock-based compensation	(37,908	)	 	(4,250	)	
  Amortization of acquisition-related intangible assets	(116	)	 	(107	)	
Non-GAAP operating expenses	$	161,469		 	$	113,112		
 	 	 	 	
GAAP operating income (loss)	$	(110	)	 	$	28,800		
  Stock-based compensation	38,230		 	4,627		
  Amortization of acquisition-related intangible assets	560		 	551		
Non-GAAP operating income	$	38,680		 	$	33,978		
 	 	 	 	
GAAP operating income (loss) as a % of revenue	0.0%		 	6.7%		
  Stock-based compensation	8.0%		 	1.1%		
  Amortization of acquisition-related intangible assets	0.1%		 	0.1%		
Non-GAAP operating income as a % of revenue	8.1%		 	7.9%		

Reconciliations of non-GAAP financial measures are set forth below ($ in thousands):

	
													
 	 	Three months ended	
 	 	June 30, 2014	 	March 31, 2014	 	June 30, 2013	
    GAAP net income (loss)	 	$	(19,841	)	 	$	11,049		 	$	(5,085	)	
    Income tax (benefit) expense	 	1,639		 	3,882		 	(2,568	)	
    Interest income and expense	 	1,390		 	1,335		 	1,369		
    Depreciation and amortization	 	4,177		 	3,811		 	3,207		
    POP display amortization	 	4,166		 	4,513		 	2,886		
    Stock-based compensation	 	34,193		 	4,037		 	2,532		
    Adjusted EBITDA	 	$	25,724		 	$	28,627		 	$	2,341		

	
									
 	 	Six months ended	
 	 	June 30, 2014	 	June 30, 2013	
    GAAP net income (loss)	 	$	(8,792	)	 	$	17,950		
    Income tax expense	 	5,521		 	7,459		
    Interest income and expense	 	2,725		 	2,701		
    Depreciation and amortization	 	7,988		 	5,416		
    POP display amortization	 	8,679		 	5,111		
    Stock-based compensation	 	38,230		 	4,627		
     Adjusted EBITDA	 	$	54,351		 	$	43,264