GoPro, Inc.GPRO

GoPro, Inc. Commitments Disclosure

10-KFiled Feb 9, 20243 min read
9. Commitments, contingencies, and guarantees
Facility leases. The Company leases its facilities under long-term operating leases, which expire at various dates through 2029.
The components of net lease cost, which were primarily recorded in operating expenses, were as follows:
Year ended December 31,
(in thousands)202320222021
Operating lease cost (1)
$11,045 $11,060 $11,566 
Sublease income(2,281)(2,907)(964)
Net lease cost$8,764 $8,153 $10,602 
(1)    Operating lease cost includes variable lease costs, which are immaterial.

Supplemental cash flow information related to leases was as follows:
Year ended December 31,
(in thousands)202320222021
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases$12,217 $14,595 $14,902 
Right-of-use assets obtained in exchange for operating lease liabilities3,943 1,221 2,475 
Operating lease modification to decrease right-of-use assets— (232)— 

Supplemental balance sheet information related to leases was as follows:
December 31, 2023December 31, 2022
Weighted-average remaining lease term (in years) - operating leases3.053.81
Weighted-average discount rate - operating leases6.2%6.1%

As of December 31, 2023, maturities of operating lease liabilities were as follows:
(in thousands)
December 31, 2023
2024$12,488 
202513,141 
202612,361 
20271,359 
2028401 
Thereafter103 
Total lease payments39,853 
Less: Imputed interest(3,806)
Present value of lease liabilities$36,047 
Other commitments. In the ordinary course of business, the Company enters into multi-year agreements to purchase sponsorships with event organizers, resorts, and athletes as part of its marketing efforts; software licenses related to its financial and IT systems; debt agreements; and various other contractual commitments. As of December 31, 2023, future commitments were as follows:
(in thousands)
Total20242025202620272028Thereafter
Other contractual commitments$50,996 $36,045 $10,278 $4,673 $— $— $— 
Long-term debt (1)
96,081 1,159 94,922 — — — — 
Total contractual cash obligations
$147,077 $37,204 $105,200 $4,673 $— $— $— 
(1)    The Company's convertible senior note is due in November 2025. The balances include accrued and unpaid interest as of December 31, 2023. Refer to Note 4 Financing arrangements.
Legal proceedings and investigations. Since 2015, Contour IP Holdings LLC (CIPH) and related entities have filed lawsuits in various federal district courts alleging, among other things, patent infringement in relation to certain GoPro products. Following litigation in federal courts and the United States Patent and Trademark Office, CIPH’s patents were ruled invalid in March 2022. Judgment was then entered in favor of the Company and against CIPH. CIPH later appealed, and the appeal is pending at the Federal Circuit. The Company believes that the appeal lacks merit and intends to vigorously defend against CIPH's appeal.
The Company regularly evaluates the associated developments of the legal proceeding described above, as well as other legal proceedings that arise in the ordinary course of business. While litigation is inherently uncertain, based on the currently available information, the Company is unable to determine a loss or a range of loss, and does not believe the ultimate cost to resolve these matters will have a material adverse effect on its business, financial condition, cash flows or results of operations.
Indemnifications. The Company has entered into indemnification agreements with its directors and executive officers which requires the Company to indemnify its directors and executive officers against liabilities that may arise by reason of their status or service. In addition, 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, 2023, the Company has not paid any claims, nor has it 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.
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Historical Timeline

Fiscal YearFiled
2023Feb 9, 2024Showing above
2022Feb 10, 2023
2021Feb 11, 2022
2020Feb 12, 2021
2019Feb 14, 2020
2018Feb 15, 2019
2017Feb 16, 2018
2016Feb 16, 2017

About Commitments Disclosures

Commitments and contingencies disclosures catalog a company's off-balance-sheet obligations and legal exposures — purchase commitments, guarantee arrangements, pending litigation, and regulatory proceedings. These items represent potential future cash outflows that may not appear as liabilities on the balance sheet until they become probable and estimable.

Key signals: litigation reserves and disclosed loss ranges quantify management's estimate of legal exposure, but unquantified "reasonably possible" losses often represent the larger risk. Watch for changes in language around pending cases — shifts from "remote" to "reasonably possible" or increases in estimated loss ranges signal deteriorating outcomes. Unconditional purchase obligations and take-or-pay contracts create fixed cost structures that reduce operational flexibility. Guarantee arrangements for subsidiaries or joint ventures can create cascading obligations. Compare the total commitment schedule against projected free cash flow to assess whether the company can meet its obligations without additional financing.

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