GoPro(GPRO) - 2025 Q3 - Quarterly Results

Credit Agreement Amendments - GoPro, Inc. executed Amendment No. 1 to its Credit Agreement on November 5, 2025, to modify certain covenants and terms[2] - The amendment will become effective upon the satisfaction of specific conditions, including no existing defaults at the time of execution[12] - The Borrower reaffirmed all payment and performance obligations under the Loan Documents, ensuring that existing liens and security interests remain in effect[15] - The amendment does not waive any rights or privileges of the Agent or Lenders under the Existing Credit Agreement, maintaining the enforceability of the original terms[16] - The Borrower confirmed that all representations and warranties are true and accurate as of the Amendment No. 1 Effective Date[19] - The amendment constitutes a legal and binding obligation of the Borrower, enforceable in accordance with its terms[21] - The amendment is part of the overall Loan Documents and will be governed by the terms of the Amended Credit Agreement following its effective date[17] - The execution of the amendment can be completed electronically, ensuring efficiency in the process[23] - The amendment represents the entire agreement between the parties regarding the subject matter, superseding any previous agreements[27] - The amendment includes provisions for successors and assigns, ensuring continuity in obligations and rights under the agreement[25] Financial Performance - The company reported a consolidated net income of $X million for the quarter, representing a Y% increase compared to the previous quarter[82] - Total revenue for the company reached $X billion, reflecting a Y% growth year-over-year[83] - The company achieved a consolidated total debt of $X billion, which is a Y% decrease from the previous reporting period[84] - Current assets amounted to $X million, while current liabilities were $X million, resulting in a consolidated working capital of $X million[85] - The company has set a performance guidance of $X billion in revenue for the next quarter, indicating a Y% growth outlook[5] Strategic Initiatives - The company plans to expand its market presence in regions A and B, targeting a revenue increase of Y% in the next fiscal year[1] - New product launches are expected to contribute an additional $X million in revenue, with a projected growth rate of Y%[2] - The company is investing $X million in R&D for new technologies, aiming to enhance product offerings and improve market competitiveness[3] - A strategic acquisition is in progress, which is anticipated to increase the company's market share by Y%[4] Debt and Financial Obligations - The aggregate outstanding principal amount of the Existing Convertible Debt is $93,800,000[110] - The Borrower has a significant amount of Indebtedness, which includes obligations for borrowed money and guarantees, impacting financial flexibility[122] - The Borrower has obligations to pay principal, interest, and other fees under any Loan Document, which are considered Obligations[156] - The Borrower must ensure that no Default or Event of Default occurs as a result of proposed acquisitions[166] Compliance and Regulatory Matters - The Borrower is subject to various Governmental Approvals, which are necessary for its operations and expansion strategies[116] - The Borrower must comply with various Laws and regulations, which can influence operational strategies and financial performance[136] - The Borrower is subject to regulations under the Outbound Investment Rules as of August 9, 2023[159] Financial Metrics and Definitions - "Excess Cash Flow" for any fiscal year is calculated by adding Consolidated Net Income, non-cash charges, decreases in Consolidated Working Capital, and net non-cash losses, minus non-cash credits, cash Capital Expenditures, principal repayments, increases in Consolidated Working Capital, and net non-cash gains[105] - "EBITDA" includes Consolidated Net Income plus net cash interest expense, provision for taxes, depreciation, amortization, and other non-cash charges[97] - "Material Adverse Effect" includes significant changes in operations or financial condition that could impact the Borrower's ability to meet obligations[146] - The Minimum EBITDA (Q1) Amount is set at negative $12,500,000, with potential adjustments based on Tariff Reduction Events[150] - The Minimum EBITDA (Q2) Amount is zero, subject to adjustments if specific Tariff Reduction Events occur[151] - The Minimum EBITDA (Q3) Amount is $25,000,000, with adjustments possible based on Tariff Reduction Events[152] Inventory and Assets - The total Finished Goods Inventory held by the Borrower is categorized as first quality, indicating a focus on maintaining high-quality products for sale[114] - The Borrower's liquidity position is defined as the sum of Availability and Qualified Cash, which is crucial for operational stability[141] Investment and Financing - The Borrower is engaged in ongoing discussions regarding potential Investments, which could impact future growth and market positioning[133] - Permitted Indebtedness includes unsecured Subordinated Debt not exceeding $5,000,000 at any time, with an interest rate not exceeding 12%[169] - Permitted Intercompany Advances are limited to an aggregate amount of $8,000,000 outstanding at any one time[171] - Permitted Purchase Money Indebtedness is capped at an aggregate principal amount of $5,000,000 outstanding at any one time[177] Miscellaneous Definitions - "Disqualified Equity Interest" includes any equity interest that matures or is mandatorily redeemable within 91 days after the Maturity Date[92] - "Environmental Liability" encompasses any liability resulting from violations of Environmental Laws or handling of Hazardous Materials[99] - "Domestic Subsidiary" refers to any subsidiary that is not a Foreign Subsidiary[94] - "Excluded Account" includes accounts used exclusively for payroll and other employee payments, with limits on the amounts held[107] - "Event of Default" is defined in Section 7 of the agreement[104] - "FATCA" refers to specific sections of the Code and related regulations regarding tax compliance[111] - "Federal Funds Rate" is determined by the Federal Reserve Bank of New York and cannot be less than 0%[112] - The Prime Rate is defined as the rate last quoted by The Wall Street Journal[179] - "Retained Excess Cash Flow" will be calculated starting from the fiscal year ending December 31, 2025, based on the amount exceeding required prepayments[188] - The "Tariff Rate (Malaysia)" and "Tariff Rate (Thailand)" are defined as ad valorem customs duty rates applicable to imports, excluding additional duties and fees[198][199] - A "Tariff Reduction Event" occurs when the tariff rate is reduced to 10% or lower, triggering a 60-day adjustment period[200] - The "Responsible Officer" includes key executives such as the CEO and CFO, who are authorized to act on behalf of the Borrower[186] - "Subordinated Debt" refers to unsecured indebtedness that is always subordinated to the Obligations[195] - The "SEC" refers to the Securities and Exchange Commission, which oversees compliance and regulatory matters[190]