UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _________ to _________
Commission File Number:
(Exact Name of Registrant as Specified in its Charter)
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer |
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(Address of principal executive offices and zip code) |
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(Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of October 21, 2021, the registrant had
Table of Contents
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Page |
PART I. |
2 |
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Item 1. |
2 |
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2 |
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3 |
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Condensed Combined Consolidated Balance Sheets - As of September 30, 2021 and December 31, 2020 |
4 |
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5 |
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7 |
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Notes to Condensed Combined Consolidated Financial Statements |
8 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
22 |
Item 3. |
35 |
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Item 4. |
36 |
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PART II. |
37 |
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Item 1. |
37 |
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Item 1A. |
37 |
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Item 2. |
67 |
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Item 3. |
67 |
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Item 4. |
67 |
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Item 5. |
67 |
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Item 6. |
68 |
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69 |
i
NOTE ABOUT FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 (the Exchange Act) that reflect our current views with respect to, among other things, our operations and financial performance. These forward-looking statements are included throughout this Quarterly Report and relate to matters such as our industry, business strategy, goals and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources and other financial and operating information. We have used the words “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “foreseeable,” “future,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “will” and similar terms and phrases to identify the forward-looking statements.
The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on management’s current expectations and are subject to uncertainty and changes in circumstances. There can be no assurance that future developments affecting us will be those that we have anticipated. Actual results may differ materially from these expectations due to changes in global, regional or local economic, business, competitive, market, regulatory and other factors, many of which are beyond our control, including, for example, the COVID-19 pandemic. We believe that these factors include but are not limited to those described under Part II, Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this Quarterly Report on Form 10-Q. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.
1
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited).
Corsair Gaming, Inc.
Condensed Combined Consolidated Statements of Operations
(Unaudited, in thousands, except per share amounts)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2021 |
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2020 |
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2021 |
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2020 |
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Net revenue |
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$ |
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$ |
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$ |
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$ |
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Cost of revenue |
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Gross profit |
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Operating expenses: |
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Sales, general and administrative |
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Product development |
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Total operating expenses |
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Operating income |
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Other (expense) income: |
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Interest expense |
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( |
) |
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( |
) |
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( |
) |
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( |
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Other (expense) income, net |
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( |
) |
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( |
) |
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( |
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Total other expense, net |
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( |
) |
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( |
) |
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( |
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( |
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Income before income taxes |
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Income tax expense |
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( |
) |
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( |
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( |
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( |
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Net income |
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$ |
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$ |
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$ |
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$ |
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Net income per share |
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Basic |
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$ |
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$ |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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$ |
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$ |
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Weighted-average shares used to compute net income per share |
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Basic |
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Diluted |
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The accompanying notes are an integral part of these condensed combined consolidated financial statements
2
Corsair Gaming, Inc.
Condensed Combined Consolidated Statements of Comprehensive Income (Loss)
(Unaudited, in thousands)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2021 |
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2020 |
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2021 |
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2020 |
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Net income |
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$ |
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$ |
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$ |
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$ |
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Other comprehensive gain (loss): |
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Foreign currency translation adjustments, net of |
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( |
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( |
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( |
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Unrealized foreign exchange gain (loss) from long-term intercompany loans, net of tax benefit (expense) of $ months ended September 30, 2021 and 2020, respectively and $ and $( respectively |
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( |
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( |
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Comprehensive income (loss) |
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$ |
( |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed combined consolidated financial statements
3
Corsair Gaming, Inc.
Condensed Combined Consolidated Balance Sheets
(Unaudited, in thousands, except per share amounts)
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September 30, 2021 |
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December 31, 2020 |
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Assets |
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Current assets: |
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Cash |
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$ |
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$ |
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Restricted cash |
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Accounts receivable, net |
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Inventories |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Goodwill |
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Intangible assets, net |
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Restricted cash, noncurrent |
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Other assets |
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TOTAL ASSETS |
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$ |
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$ |
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Liabilities and Stockholders’ Equity |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Debt maturing within one year |
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— |
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Other liabilities and accrued expenses |
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Total current liabilities |
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Long-term debt |
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Deferred tax liabilities |
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Other liabilities, noncurrent |
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TOTAL LIABILITIES |
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Commitments and Contingencies (Note 9) |
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Stockholders’ Equity: |
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Preferred stock, $ and outstanding as of September 30, 2021 and December 31, 2020, respectively |
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Common stock, $ shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively |
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Additional paid-in capital |
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Retained earnings (accumulated deficit) |
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( |
) |
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Accumulated other comprehensive income (loss) |
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( |
) |
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Total Stockholders’ Equity |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed combined consolidated financial statements
4
Corsair Gaming, Inc.
Condensed Combined Consolidated Statements of Stockholders’ Equity
(Unaudited, in thousands)
|
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Three Months Ended September 30, 2021 |
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Common Stock |
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Additional Paid-in |
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Retained |
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Accumulated Other Comprehensive |
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Total Stockholders’ |
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Shares |
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Amount |
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Capital |
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Earnings |
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Income (Loss) |
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Equity |
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Balance as of June 30, 2021 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Issuance of common stock in connection with employee equity incentive plans |
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— |
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— |
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— |
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Shares withheld related to net share settlement |
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( |
) |
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— |
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( |
) |
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— |
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— |
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( |
) |
Stock-based compensation |
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— |
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— |
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— |
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— |
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Other comprehensive loss |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
Net income |
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— |
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— |
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— |
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— |
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Balance as of September 30, 2021 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
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|
Three Months Ended September 30, 2020 |
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Common Stock |
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Additional Paid-in |
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Retained Earnings (Accumulated |
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Accumulated Other Comprehensive |
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Total Stockholders’ |
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Shares |
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Amount |
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Capital |
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Deficit) |
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Income (Loss) |
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Equity |
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Balance as of June 30, 2020 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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Issuance of common stock in connection with employee equity incentive plans |
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— |
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— |
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— |
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Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and other offering costs |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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Other comprehensive income |
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— |
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— |
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— |
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— |
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Net income |
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— |
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— |
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— |
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— |
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Balance as of September 30, 2020 |
|
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
|
$ |
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Nine Months Ended September 30, 2021 |
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Common Stock |
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Additional Paid-in |
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Retained Earnings (Accumulated |
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Accumulated Other Comprehensive |
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Total Stockholders’ |
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|||||||||
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Shares |
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Amount |
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Capital |
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Deficit) |
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Income (Loss) |
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Equity |
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||||||
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Balance as of December 31, 2020 |
|
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$ |
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|
$ |
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|
$ |
( |
) |
|
$ |
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|
$ |
|
|
Issuance of common stock in connection with employee equity incentive plans |
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— |
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— |
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— |
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Shares withheld related to net share settlement |
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( |
) |
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— |
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( |
) |
|
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— |
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— |
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( |
) |
Stock-based compensation |
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— |
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— |
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— |
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Other comprehensive loss |
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— |
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— |
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— |
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|
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— |
|
|
|
( |
) |
|
|
( |
) |
Net income |
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— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
Balance as of September 30, 2021 |
|
|
|
|
|
$ |
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|
|
$ |
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|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
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|
5
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Nine Months Ended September 30, 2020 |
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|||||||||||||||||||||
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Common Stock |
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Additional Paid-in |
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Retained Earnings (Accumulated |
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Accumulated Other Comprehensive |
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Total Stockholders’ |
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|||||||||
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Shares |
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Amount |
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Capital |
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Deficit) |
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Loss |
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Equity |
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||||||
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Balance as of December 31, 2019 |
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
Issuance of common stock to directors |
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|
|
|
|
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— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Issuance of common stock in connection with employee equity incentive plans |
|
|
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— |
|
|
|
|
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— |
|
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— |
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Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and other offering costs |
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|
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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Other comprehensive loss |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
Net income |
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