crsr-8k_20210209.htm
false 0001743759 0001743759 2021-02-09 2021-02-09

 

 

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): February 9, 2021

 

CORSAIR GAMING, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-39533

82-2335306

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification Number)

47100 Bayside Pkwy

Fremont, California 94538

 

 (Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (510) 657-8747

Not Applicable

(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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

 

CRSR

 

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 

 

 


 

 

Item 2.02 Results of Operations and Financial Condition

 

On February 9, 2021, Corsair Gaming, Inc. (“Corsair” or the “Company”) issued a press release announcing certain of its financial results for the quarter and year ended December 31, 2020. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Attached hereto as Exhibit 99.2 is a presentation regarding the Company's fiscal quarter and fiscal year ended December 31, 2020.

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit

Number

 

Description

99.1

 

Press Release dated February 9, 2021

99.2

 

Investor Presentation dated February 9, 2021

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

The information in this Current Report on Form 8-K and the Exhibit 99.1 and Exhibit 99.2 attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by Corsair Gaming, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

1


 

SIGNATURES

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

 

 

 

CORSAIR GAMING, INC.

 

 

 

 

Date: February 9, 2021

 

By:

/s/ Michael G. Potter

 

 

 

Michael G. Potter

 

 

 

Chief Financial Officer

(Principal Financial Officer)

 

2

crsr-ex991_6.htm

Exhibit 99.1

 

 

Corsair Gaming Reports Fourth Quarter and Full Year 2020 Financial Results

Company guides continued growth for 2021

 

FREMONT, CA, February 9, 2021Corsair Gaming, Inc. (NASDAQ:CRSR) (“Corsair”), a leading global provider and innovator of high-performance gear for gamers and content creators, today announced preliminary financial results for the fourth quarter and full year ended December 31, 2020.

 

Fourth Quarter 2020 Highlights

 

 

Net revenue was $556.3 million, an increase of 70.4% year-over-year. Gamer and creator peripherals segment net revenue was $191.8 million, an increase of 104.0% year-over-year. Gaming components and systems segment net revenue was $364.5 million, an increase of 56.8% year-over-year.

 

Gross profit was $153.8 million, an increase of 118.3% year-over-year, with gross margin of 27.6%, an improvement of 600 basis points year-over-year. Gamer and creator peripherals segment gross profit was $68.9 million, an increase of 197.7% year-over-year. Gaming components and systems segment gross profit was $84.9 million, an increase of 79.5% year-over-year.

 

Operating income was $58.9 million, an increase of 314.2% year-over-year.

 

Adjusted operating income was $71.0 million, an increase of 166.9% year-over-year.

 

Net income was $43.0 million, or $0.43 per diluted share, compared to net income of $6.0 million in the same period a year ago, or $0.08 per diluted share.

 

Adjusted net income was $53.0 million, or $0.53 per diluted share, an increase of 214.8% year-over-year compared to adjusted net income of $16.8 million in the same period a year ago, or $0.21 per diluted share.

 

Adjusted EBITDA was $72.5 million, an increase of 154.7% year-over-year, with adjusted EBITDA margin of 13.0%, an improvement of 430 basis points year-over-year.

 

As of December 31, 2020, we had cash and restricted cash of $133.6 million, $48.1 million capacity under our revolving credit facility and total long-term debt of $321.4 million.

 

Cash flows from operations was $68.6 million, which increased from $36.0 million in the same period a year ago, bringing the full year 2020 cash flow from operations to $169.0 million.

 

Full Year 2020 Highlights

 

 

Net revenue was $1.7 billion, an increase of 55.2% year-over-year. Gamer and creator peripherals segment net revenue was $539.4 million, an increase of 83.4% year-over-year. Gaming components and systems segment net revenue was $1,163.0 million, an increase of 44.8% year-over-year.

 

Gross profit was $465.4 million, an increase of 107.5% year-over-year, with gross margin of 27.3%, an improvement of 690 basis points year-over-year. Gamer and creator peripherals segment gross profit was $189.7 million, an increase of 133.2% year-over-year. Gaming components and systems segment gross profit was $275.7 million, an increase of 92.9% year-over-year.

 


 

 

Operating income was $158.4 million, an increase of 568.0% year-over-year.

 

Adjusted operating income was $204.8 million, an increase of 211.4% year-over-year.

 

Net income was $103.2 million, or $1.14 per diluted share, compared to net loss of $8.4 million in the same period a year ago, or $(0.11) per diluted share.

 

Adjusted net income was $145.0 million, or $1.60 per diluted share, an increase of 427.0% year-over-year compared to adjusted net income of $27.5 million, or $0.35 per diluted share.

 

Adjusted EBITDA was $213.0 million, an increase of 197.5% year-over-year, with adjusted EBITDA margin of 12.5%, an improvement of 600 basis points year-over-year.

 

Definitions of the non-GAAP financial measures used in this press release and reconciliations of such measures to their nearest GAAP equivalents are included below under the heading “Use and Reconciliation of Non-GAAP Financial Measures.”

 

“We are excited to see the market for gaming and streaming product continue to grow at such a pace.  It is clear that a new wave of gamers and streamers has entered the market as well as consumers building gaming PCs for the first time.  Our expectation is that all these people that are new to the market will continue to buy gaming and streaming products from us for many years into the future.  I am particularly pleased that the revenue from our gaming components and systems segment is now over $1 billion.  And equally happy to see our gamer and creator peripherals segment grow by 83% and break through the half billion milestone.  Obviously this is amazing growth in both segments.  We continue to bring out exciting new product in all our product lines, and these seem to be resonating well with our current and new customers.  In fact our last three major product launches, the K100 keyboard, the Elgato Wave microphone, and the 4000X gaming case, are all showing near 5 star reviews at major retailers, and gained solid market share in a short time,” stated Andy Paul, Chief Executive Officer of Corsair.

 

“We are extremely pleased with our financial performance in the fourth quarter. We have paid off an additional $50 million in debt during the quarter, making the total debt repayment $190 million for 2020.  We expect to continue to use our operating cashflows to reduce our debt and continue to invest in growth.  We also had a successful secondary offering this January, with all net proceeds going to the selling shareholders participating in the secondary,” said Michael G. Potter, Chief Financial Officer of Corsair.

 

Financial Outlook

 

For the full year 2021, we currently expect:

 

 

Net revenue to be in the range of $1.8 billion to $1.95 billion.

 

Adjusted operating income to be in the range of $205 million to $220 million.

 

Adjusted EBITDA to be in the range of $215 million to $230 million.

 

Certain non-GAAP measures included in our financial outlook were not reconciled to the comparable GAAP financial measures because the GAAP measures are not accessible on a forward-looking basis. We are unable to reconcile these forward looking non-GAAP financial measures to the most directly comparable GAAP measures without unreasonable efforts because we are currently unable to predict with a reasonable degree of certainty the type and extent of certain items that would be expected to impact GAAP measures for these periods but would not impact the non-GAAP measures. Such items may include stock-based compensation charges, public offering related charges, depreciation and amortization, severance, IPO costs and other items. The unavailable information could have a significant impact on our GAAP financial results.

 


 

 

The foregoing forward-looking statements reflect our expectations as of today's date. Given the number of risk factors, uncertainties and assumptions discussed below, actual results may differ materially. We do not intend to update our financial outlook until our next quarterly results announcement.

 

Please see “Use and Reconciliation of Non-GAAP Financial Measures” below for a discussion on how we calculate the non-GAAP measures presented herein and a reconciliation to the most directly comparable GAAP measure.

 

Recent Developments

 

 

On February 1, 2021, in the patent infringement case, Ironburg Inventions Ltd. v. Valve Corp, the jury unanimously found that Valve Corp infringed Ironburg’s controller patent and awarded Corsair’s subsidiary Ironburg (a subsidiary of SCUF) over $4 million.  In addition, the jury unanimously found willful infringement by Valve Crop.  The jury verdict of willful infringement is the first step to a potential award of enhanced damages up to the statutory limit of treble damages.

 

On January 26, 2021, Corsair closed its follow-on public offering by selling stockholders of 8,625,000 shares of its common stock at a price of $35.00 per share.  The total gross proceeds from the offering, before deducting underwriting discounts and commissions and other offering expenses were approximately $301,875,000.  The selling stockholders received all of the net proceeds from the offering.

 

On January 12, 2021 Corsair announced the promotion of Thi La to President and COO, as well as other senior leadership promotions.

 

On January 28, 2021 Corsair launched three new Corsair Gen 4 PCIe x4 NVMe M.2 Solid State Drives – the MP600 CORE, MP600 PRO and MP600 PRO Hydro X Edition.  All MP600 SSDs store massive amounts of data with lightning-fast transfer speeds, leveraging PCIe technology for incredible sustained performance.

 

On January 21, 2021 Corsair launched its Vengeance RGB PRO SL high-performance DDR4 memory kits.  Initially available in a wide range of frequencies up to 3,600MHz and kits up to 128GB (4x32GB) in both black and white, VENGEANCE RGB PRO SL boasts dynamic ten-zone RGB lighting in a form-factor just 44mm tall, offering wide compatibility with nearly any PC build. Each module is tightly screened and optimized for peak performance and overclocking potential, for memory that matches its mesmerizing visuals with equally impressive performance.  

 

On January 14, 2021 Corsair launched a new series of mid-tower ATX cases to suit nearly any build: the Corsair 5000D, 5000D AIRFLOW and the iCUE 5000X RGB. Every 5000 Series case offers simple and tidy cable management thanks to the Corsair RapidRoute cable management system, terrific cooling from included fans featuring Corsair AirGuide technology and a spacious interior that fits multiple radiators, including two 360mm simultaneously. Between the understated styling of the 5000D, the optimized airflow of the 5000D AIRFLOW, and the eye-catching RGB lighting behind four beautiful tempered glass panels of the 5000X RGB, the 5000 Series has a case to meet any builder’s priorities.

 

On December 9, 2020 Corsair under its SCUF brand unveiled the new SCUF H1 customizable wired gaming headset. Based on the design and technology of the award-winning CORSAIR VIRTUOSO headset, the H1 is customizable and tailored for competitive gamers who prefer the zero-latency provided by a wired headset.  The SCUF H1’s lightweight design is fully configurable and built for comfort, with immersive sound and a high-resolution interchangeable microphone to make crucial callouts that can be the difference between a victory or a loss. Every rustle of footsteps in

 


 

 

a grassy field and every far-off missile strike is delivered with clear fidelity, almost doubling the audio frequency of most gaming headsets.

 

Conference Call and Webcast Information

 

We will host a conference call to discuss the fourth quarter and full year 2020 financial results on February 9, 2021, at 5:30 a.m. PT. The conference call can be accessed live over the phone by dialing 1-877-407-0784, or for international callers 1-201-689-8560. A replay will be available from 8:30 a.m. PT on February 9, 2021 through February 16, 2021, by dialing 1-844-512-2921, or for international callers 1-412-317-6671. The replay passcode is 13715251.

 

The call will also be webcast live from our investor relations website at https://ir.corsair.com. Following completion of the call, a recorded replay of the webcast will be available on the website.

 

About Corsair Gaming, Inc.

 

Corsair Gaming, Inc. (NASDAQ:CRSR) is a leading global developer and manufacturer of high-performance gear and technology for gamers, content creators, and PC enthusiasts. From award-winning PC components and peripherals, to premium streaming equipment and smart ambient lighting, Corsair delivers a full ecosystem of products that work together to enable everyone, from casual gamers to committed professionals, to perform at their very best.

 

Corsair also sells gear under our Elgato brand, which provides premium studio equipment and accessories for content creators, SCUF Gaming brand, which builds custom-designed controllers for competitive gamers, and ORIGIN PC brand, a builder of custom gaming and workstation desktop PCs and laptops.

 

Forward Looking Statements

 

Except for the historical information contained herein, the matters set forth in this press release are forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, our estimated full year 2021 net revenue, adjusted operating income and adjusted EBITDA, as well as our belief that more new gamers and streamers are entering the market  and that they will continue to buy gaming and streaming products from us for many years into the future. Forward-looking statements are based on our management’s beliefs, as well as assumptions made by, and information currently available to, them. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected. Factors which may cause actual results to differ materially from current expectations include, but are not limited to: our ability to build and maintain the strength of our brand among gaming and streaming enthusiasts and our ability to continuously develop and successfully market new gear and improvements;  the introduction and success of new third-party high-performance computer hardware, particularly graphics processing units and central processing units as well as sophisticated new video games; the risk that we are not able to compete with competitors and/or that the gaming industry, including streaming and eSports, does not grow as expected or declines; the loss or inability to attract and retain key management; delays or disruptions at our or third-party’s manufacturing and distribution facilities; currency exchange rate fluctuations or international trade disputes resulting in our gear becoming relatively more expensive to our overseas customers or resulting in an increase in our manufacturing costs; the impact of the coronavirus on our business; general economic conditions that adversely effect, among other things, consumer confidence and spending.; and the other factors described under the heading “Risk Factors” in our Quarterly Report

 


 

on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 10, 2020, in our Annual Report on Form 10-K for the year ended December 31, 2020 (once available) and our subsequent filings with the SEC. Copies of each filing may be obtained from us or the SEC. All forward-looking statements reflect our beliefs and assumptions only as of the date of this press release. We undertake no obligation to update forward-looking statements to reflect future events or circumstances. Our results for the quarter and full year ended December 31, 2020 are not necessarily indicative of our operating results for any future periods.

 

Use and Reconciliation of Non-GAAP Financial Measures

 

To supplement the preliminary financial results presented in accordance with GAAP, this earnings release presents certain non-GAAP financial information, including Adjusted Operating Income, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income and Adjusted Net Income Per Share. These are important financial performance measures for us, but are not financial measures as defined by GAAP. The presentation of this non-GAAP financial information is not intended to be considered in isolation of or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

 

We use Adjusted Operating Income, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income and Adjusted Net Income Per Share to evaluate our operating performance and trends and make planning decisions. We believe that these non-GAAP measures help identify underlying trends in our business that could otherwise be masked by the effect of the expenses and other items that we exclude in such non-GAAP measures. Accordingly, we believe that Adjusted Operating Income, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income and Adjusted Net Income Per Share provide useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects, and allowing for greater transparency with respect to the key financial metrics used by our management in our financial and operational decision-making. We also present these non-GAAP financial performance measures because we believe investors, analysts and rating agencies consider them useful in measuring our ability to meet our debt service obligations.

 

Our use of these terms may vary from that of others in our industry. These non-GAAP financial measures should not be considered as an alternative to revenues, operating income, net income, cash provided by operating activities or any other measures derived in accordance with GAAP as measures of operating performance or liquidity. Reconciliations of these measures to the most directly comparable GAAP financial measures are presented in the attached schedules.

 

We calculate these non-GAAP financial measures as follows:

 

 

Adjusted operating income, non-GAAP, is determined by adding back to GAAP operating income the acquisition accounting impacts related to recognizing acquired deferred revenue and inventory at fair value, change in fair value of contingent consideration for business acquisition, stock-based compensation, intangible asset amortization, certain acquisition-related and integration-related expenses, executive transition costs, non-deferred costs associated with the IPO and the secondary offering, and debt modification costs.

 

Adjusted net income, non-GAAP, is determined by adding back to GAAP net income (loss) the acquisition accounting impacts related to recognizing acquired deferred revenue and inventory at fair value, change in fair value of contingent consideration for business acquisition, stock-based compensation, intangible asset amortization, certain acquisition-related and integration-related

 


 

 

expenses, executive transition costs, non-deferred costs associated with the IPO and the secondary offering, debt modification costs, loss on extinguishment of debt, and the related tax effects of each of these adjustments.

 

Adjusted net income per diluted share, non-GAAP, is determined by dividing adjusted net income, non-GAAP by the respective weighted average shares outstanding, inclusive of the impact of other dilutive securities.

 

Adjusted EBITDA is determined by adding back to GAAP net income (loss) the acquisition accounting impacts related to recognizing acquired deferred revenue and inventory at fair value, change in fair value of contingent consideration for business acquisition, stock-based compensation, certain acquisition-related and integration-related expenses, executive transition costs, non-deferred costs associated with the IPO and the secondary offering, debt modification costs, intangible asset amortization, depreciation and amortization, interest expense (including loss on extinguishment of debt) and tax expense (benefit).

 

Adjusted EBITDA margin is determined by dividing adjusted EBITDA by net revenue for the respective periods.  

 

We encourage investors and others to review our financial information in its entirety, not to rely on any single financial measure and to view these non-GAAP financial measures in conjunction with the related GAAP financial measures.

 

Source: Corsair Gaming, Inc.

 

 

 

Investor Relations Contact:

 

Ronald van Veen

ir@corsair.com

510-578-1407

 

 

Media Contact:

 

Adrian Bedggood

adrian.bedggood@corsair.com

510-657-8747

+44-7989-258827

 

 


 

Corsair Gaming, Inc.

Preliminary Condensed Combined Consolidated Statements of Operations

(Unaudited, in thousands, except per share amounts)

 

 

 

Three Months Ended

December 31,

 

 

Year Ended

December 31,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Net revenue

 

$

556,339

 

 

$

326,555

 

 

$

1,702,367

 

 

$

1,097,174

 

Cost of revenue

 

 

402,540

 

 

 

256,102

 

 

 

1,236,938

 

 

 

872,887

 

Gross profit

 

 

153,799

 

 

 

70,453

 

 

 

465,429

 

 

 

224,287

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales, general and administrative

 

 

81,127

 

 

 

47,041

 

 

 

257,004

 

 

 

163,033

 

Product development

 

 

13,779

 

 

 

9,194

 

 

 

50,064

 

 

 

37,547

 

Total operating expenses

 

 

94,906

 

 

 

56,235

 

 

 

307,068

 

 

 

200,580

 

Operating income

 

 

58,893

 

 

 

14,218

 

 

 

158,361

 

 

 

23,707

 

Other (expense) income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(6,021

)

 

 

(8,485

)

 

 

(35,137

)

 

 

(35,548

)

Other expense, net

 

 

(1,153

)

 

 

(81

)

 

 

(1,182

)

 

 

(1,558

)

Total other expense, net

 

 

(7,174

)

 

 

(8,566

)

 

 

(36,319

)

 

 

(37,106

)

Income (loss) before income taxes

 

 

51,719

 

 

 

5,652

 

 

 

122,042

 

 

 

(13,399

)

Income tax (expense) benefit

 

 

(8,676

)

 

 

360

 

 

 

(18,825

)

 

 

5,005

 

Net income (loss)

 

$

43,043

 

 

$

6,012

 

 

$

103,217

 

 

$

(8,394

)

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.47

 

 

$

0.08

 

 

$

1.20

 

 

$

(0.11

)

Diluted

 

$

0.43

 

 

$

0.08

 

 

$

1.14

 

 

$

(0.11

)

Weighted-average shares used to compute net income

  (loss) per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

91,923

 

 

 

77,293

 

 

 

86,256

 

 

 

76,223

 

Diluted

 

 

99,771

 

 

 

79,514

 

 

 

90,577

 

 

 

76,223

 

 

 


 

Corsair Gaming, Inc.

Preliminary Segment Information

(Unaudited, in thousands, except percentages)

 

 

 

Three Months Ended

December 31,

 

 

Year Ended

December 31,

 

 

 

2020

2019

 

 

2020

 

 

2019

 

Net revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gamer and Creator Peripherals

 

$

191,835

 

 

$

94,057

 

 

$

539,366

 

 

$

294,141

 

Gaming Components and Systems

 

 

364,504

 

 

 

232,498

 

 

 

1,163,001

 

 

 

803,033

 

    Total Net Revenue

 

$

556,339

 

 

$

326,555

 

 

$

1,702,367

 

 

$

1,097,174

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Margin:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gamer and Creator Peripherals

 

 

35.9

%

 

 

24.6

%

 

 

35.2

%

 

 

27.7

%

Gaming Components and Systems

 

 

23.3

%

 

 

20.4

%

 

 

23.7

%

 

 

17.8

%

    Total Gross Margin

 

 

27.6

%

 

 

21.6

%

 

 

27.3

%

 

 

20.4

%

 


 


 

Corsair Gaming, Inc.

Preliminary Condensed Combined Consolidated Balance Sheets

(Unaudited, in thousands, except per share amounts)

 

 

 

December 31,

2020

 

 

December 31,

2019

 

Assets

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and restricted cash

 

$

133,338

 

 

$

51,717

 

Accounts receivable, net

 

 

293,629

 

 

 

202,334

 

Inventories

 

 

226,007

 

 

 

151,063

 

Prepaid expenses and other current assets

 

 

37,997

 

 

 

24,696

 

Total current assets

 

 

690,971

 

 

 

429,810

 

Property and equipment, net

 

 

16,475

 

 

 

15,365

 

Goodwill

 

 

312,760

 

 

 

312,750

 

Intangible assets, net

 

 

259,317

 

 

 

291,027

 

Restricted cash, noncurrent

 

 

230

 

 

 

230

 

Other assets

 

 

34,362

 

 

 

10,536

 

TOTAL ASSETS

 

$

1,314,115

 

 

$

1,059,718

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

299,636

 

 

$

182,025

 

Current portion of debt, net

 

 

 

 

 

2,364

 

Other liabilities and accrued expenses

 

 

205,745

 

 

 

115,541

 

Total current liabilities

 

 

505,381

 

 

 

299,930

 

Debt, net

 

 

321,393

 

 

 

503,448

 

Deferred tax liabilities

 

 

29,752

 

 

 

33,820

 

Other liabilities, noncurrent

 

 

20,199

 

 

 

5,745

 

TOTAL LIABILITIES

 

 

876,725

 

 

 

842,943

 

Stockholders’ Equity:

 

 

 

 

 

 

 

 

Common stock and additional paid-in capital

 

 

438,676

 

 

 

324,976

 

Accumulated deficit

 

 

(2,813

)

 

 

(106,030

)

Accumulated other comprehensive income (loss)

 

 

1,527

 

 

 

(2,171

)

Total Stockholders’ Equity

 

 

437,390

 

 

 

216,775

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

1,314,115

 

 

$

1,059,718

 

 


 


 

Corsair Gaming, Inc.

Preliminary Condensed Combined Consolidated Statements of Cash Flows

(Unaudited, in thousands)

 

 

 

Three Months Ended

December 31,

 

 

Year Ended

December 31,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

43,043

 

 

$

6,012

 

 

$

103,217

 

 

$

(8,394

)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Stock-based compensation

 

 

1,510

 

 

 

1,035

 

 

 

5,796

 

 

 

3,848

 

   Depreciation

 

 

2,613

 

 

 

1,936

 

 

 

9,318

 

 

 

7,384

 

   Amortization of intangible assets

 

 

8,572

 

 

 

6,572

 

 

 

33,916

 

 

 

30,123

 

   Debt issuance costs amortization

 

 

560

 

 

 

708

 

 

 

2,550

 

 

 

2,989

 

   Loss on debt extinguishment

 

 

858

 

 

 

 

 

 

4,114

 

 

 

 

   Deferred income taxes

 

 

(584

)

 

 

(4,278

)

 

 

(7,476

)

 

 

(11,535

)

   Other

 

 

1,524

 

 

 

(945

)

 

 

2,594

 

 

 

(347

)

   Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

      Accounts receivable

 

 

(33,425

)

 

 

(37,460

)

 

 

(91,492

)

 

 

(48,033

)

      Inventories

 

 

(19,200

)

 

 

28,732

 

 

 

(80,086

)

 

 

15,711

 

      Prepaid expenses and other assets

 

 

12,478

 

 

 

1,693

 

 

 

(7,953

)

 

 

(1,619

)

      Accounts payable

 

 

23,750

 

 

 

14,138

 

 

 

116,522

 

 

 

16,203

 

      Other liabilities and accrued expenses

 

 

26,930

 

 

 

17,826

 

 

 

77,933

 

 

 

30,773

 

         Net cash provided by operating activities

 

 

68,629

 

 

 

35,969

 

 

 

168,953

 

 

 

37,103

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Acquisition of business, net of cash acquired

 

 

(455

)

 

 

(121,258

)

 

 

(1,291

)

 

 

(126,104

)

   Payment of deferred consideration

 

 

 

 

 

 

 

 

 

 

 

(10,300

)

   Purchase of property and equipment

 

 

(3,917

)

 

 

(1,845

)

 

 

(8,989

)

 

 

(8,848

)

   Purchase of intangible asset

 

 

 

 

 

(175

)

 

 

 

 

 

(175

)

         Net cash used in investing activities

 

 

(4,372

)

 

 

(123,278

)

 

 

(10,280

)

 

 

(145,427

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Proceeds from issuance of debt, net

 

 

 

 

 

113,885

 

 

 

 

 

 

113,885

 

   Repayment of debt

 

 

(50,000

)

 

 

(1,194

)

 

 

(190,394

)

 

 

(3,969

)

   Payment of debt issuance costs

 

 

 

 

 

(2,300

)

 

 

(194

)

 

 

(2,450

)

   Repayment of line of credit, net

 

 

 

 

 

(35,700

)

 

 

 

 

 

(27,000

)

Proceeds from initial public offering, net of underwriting

   discounts and commissions

 

 

 

 

 

 

 

 

118,575

 

 

 

 

   Payment of other offering costs

 

 

(2,873

)

 

 

(137

)

 

 

(8,455

)

 

 

(245

)

Proceeds from issuance of common stock to

   common stockholders

 

 

 

 

 

53,500

 

 

 

 

 

 

53,500

 

   Repurchase of common stock

 

 

 

 

 

(962

)

 

 

 

 

 

(1,531

)

   Proceeds from exercise of stock options

 

 

113

 

 

 

44

 

 

 

1,337

 

 

 

124

 

         Net cash provided by (used in) financing activities

 

 

(52,760

)

 

 

127,136

 

 

 

(79,131

)

 

 

132,314

 

Effect of exchange rate changes on cash

 

 

1,930

 

 

 

(9

)

 

 

2,079

 

 

 

37

 

Net increase in cash and restricted cash

 

 

13,427

 

 

 

39,818

 

 

 

81,621

 

 

 

24,027

 

Cash and restricted cash at the beginning of the period

 

 

120,141

 

 

 

12,129

 

 

 

51,947

 

 

 

27,920

 

Cash and restricted cash at the end of the period

 

$

133,568

 

 

$

51,947

 

 

$

133,568

 

 

$

51,947

 

 


 


 

Corsair Gaming, Inc.

GAAP to Non-GAAP Reconciliations

 

 

Preliminary Non-GAAP Operating Income Reconciliations

(Unaudited, in thousands, except percentages)

 

 

 

Three Months Ended

December 31,

 

 

Year Ended

December 31,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Operating Income - GAAP

 

$

58,893

 

 

$

14,218

 

 

$

158,361

 

 

$

23,707

 

Acquisition accounting impact related to recognizing acquired deferred revenue at fair value

 

 

-

 

 

 

1,067

 

 

 

-

 

 

 

1,067

 

Acquisition accounting impact related to recognizing acquired inventory at fair value

 

 

-

 

 

 

1,604

 

 

 

394

 

 

 

1,604

 

Change in fair value of contingent consideration for business acquisition

 

 

954

 

 

 

(635

)

 

 

954

 

 

 

(635

)

Stock-based compensation

 

 

1,510

 

 

 

1,035

 

 

 

5,796

 

 

 

3,848

 

Intangible asset amortization

 

 

8,572

 

 

 

6,571

 

 

 

33,916

 

 

 

30,123

 

Acquisition-related and integration-related costs

 

 

680

 

 

 

1,250

 

 

 

3,156

 

 

 

3,099

 

Executive transition costs

 

 

-

 

 

 

444

 

 

 

-

 

 

 

984

 

Non-deferred IPO and secondary offering costs

 

 

428

 

 

 

224

 

 

 

1,633

 

 

 

1,135

 

Debt modification costs

 

 

-

 

 

 

836

 

 

 

623

 

 

 

836

 

Adjusted Operating Income - Non-GAAP

 

$

71,037

 

 

$

26,614

 

 

$

204,833

 

 

$

65,768

 

As a % of net revenue - GAAP

 

 

10.6

%

 

 

4.4

%

 

 

9.3

%

 

 

2.2

%

As a % of net revenue - Non-GAAP

 

 

12.8

%

 

 

8.1

%

 

 

12.0

%

 

 

6.0

%

 

Preliminary Non-GAAP Net Income and Net Income Per Share Reconciliations

(Unaudited, in thousands, except per share amounts and percentages)

 

 

 

Three Months Ended

December 31,

 

 

Year Ended

December 31,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Net Income (Loss) - GAAP

 

$

43,043

 

 

$

6,012

 

 

$

103,217

 

 

$

(8,394

)

Acquisition accounting impact related to recognizing acquired deferred revenue at fair value

 

 

-

 

 

 

1,067

 

 

 

-

 

 

 

1,067

 

Acquisition accounting impact related to recognizing acquired inventory at fair value

 

 

-

 

 

 

1,604

 

 

 

394

 

 

 

1,604

 

Change in fair value of contingent consideration for business acquisition

 

 

954

 

 

 

(635

)

 

 

954

 

 

 

(635

)

Stock-based compensation

 

 

1,510

 

 

 

1,035

 

 

 

5,796

 

 

 

3,848

 

Intangible asset amortization

 

 

8,572

 

 

 

6,571

 

 

 

33,916

 

 

 

30,123

 

Acquisition-related and integration-related costs

 

 

680

 

 

 

1,250

 

 

 

3,156

 

 

 

3,099

 

Executive transition costs

 

 

-

 

 

 

444

 

 

 

-

 

 

 

984

 

Non-deferred IPO and secondary offering costs

 

 

428

 

 

 

224

 

 

 

1,633

 

 

 

1,135

 

Debt modification costs

 

 

-

 

 

 

836

 

 

 

623

 

 

 

836

 

Loss on debt extinguishment

 

 

858

 

 

 

-

 

 

 

4,114

 

 

 

-

 

Non-GAAP income tax adjustment

 

 

(3,032

)

 

 

(1,567

)

 

 

(8,850

)

 

 

(6,163

)

Adjusted Net Income - Non-GAAP

 

$

53,013

 

 

$

16,841

 

 

$

144,953

 

 

$

27,504

 

Diluted Net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  GAAP

 

$

0.43

 

 

$

0.08

 

 

$

1.14

 

 

$

(0.11

)

  Adjusted, Non-GAAP

 

$

0.53

 

 

$

0.21

 

 

$

1.60

 

 

$

0.35

 

Shares used to compute diluted net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  GAAP

 

 

99,771

 

 

 

79,514

 

 

 

90,577

 

 

 

76,223

 

  Adjusted, Non-GAAP

 

 

99,771

 

 

 

79,514

 

 

 

90,577

 

 

 

78,117

 

 


 

 

Corsair Gaming, Inc.

Preliminary Adjusted EBITDA Reconciliations

(Unaudited, in thousands, except percentages)

 

 

 

Three Months Ended

December 31,

 

 

Year Ended

December 31,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Net Income (Loss) - GAAP

 

$

43,043

 

 

$

6,012

 

 

$

103,217

 

 

$

(8,394

)

Acquisition accounting impact related to recognizing acquired deferred revenue at fair value

 

 

-

 

 

 

1,067

 

 

 

-

 

 

 

1,067

 

Acquisition accounting impact related to recognizing acquired inventory at fair value

 

 

-

 

 

 

1,604

 

 

 

394

 

 

 

1,604

 

Change in fair value of contingent consideration for business acquisition

 

 

954

 

 

 

(635

)

 

 

954

 

 

 

(635

)

Stock-based compensation

 

 

1,510

 

 

 

1,035

 

 

 

5,796

 

 

 

3,848

 

Acquisition-related and integration-related costs

 

 

680

 

 

 

1,250

 

 

 

3,156

 

 

 

3,099

 

Executive transition costs

 

 

-

 

 

 

444

 

 

 

-

 

 

 

984

 

Non-deferred IPO and secondary offering costs

 

 

428

 

 

 

224

 

 

 

1,633

 

 

 

1,135

 

Debt modification costs

 

 

-

 

 

 

836

 

 

 

623

 

 

 

836

 

Intangible asset amortization

 

 

8,572

 

 

 

6,571

 

 

 

33,916

 

 

 

30,123

 

Depreciation

 

 

2,613

 

 

 

1,936

 

 

 

9,318

 

 

 

7,384

 

Interest expense (includes loss on debt extinguishment)

 

 

6,021

 

 

 

8,485

 

 

 

35,137

 

 

 

35,548

 

Tax expense (benefit)

 

 

8,676

 

 

 

(360

)

 

 

18,825

 

 

 

(5,005

)

Adjusted EBITDA - Non-GAAP

 

$

72,497

 

 

$

28,469