crsr-8k_20221103.htm
false 0001743759 0001743759 2022-11-03 2022-11-03

 

 

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): November 3, 2022

 

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)

115 N. McCarthy Boulevard

Milpitas, California 95035

 

 (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 November 3, 2022, Corsair Gaming, Inc. (“Corsair” or the “Company”) issued a press release announcing certain of its financial results for the fiscal quarter ended September 30, 2022. The full text of the press release is furnished pursuant to Item 2.02 as Exhibit 99.1 to this Current Report on Form 8-K. A presentation regarding the Company's fiscal quarter ended September 30, 2022 is furnished pursuant to Item 2.02 as Exhibit 99.2 hereto.

Item 9.01 Financial Statements and Exhibits.    

 

(d) Exhibits.

 

Exhibit

Number

 

Description

99.1

 

Press Release dated November 3, 2022, titled “Corsair Gaming Reports Third Quarter 2022 Financial Results”

99.2

 

Investor Presentation dated November 3, 2022

104

 

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

 

The information in this Current Report on Form 8-K and 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 exhibits 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: November 3, 2022

 

By:

/s/ Michael G. Potter

 

 

 

Michael G. Potter

 

 

 

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

 

2

crsr-ex991_7.htm

Exhibit 99.1

 

 

Corsair Gaming Reports Third Quarter 2022 Financial Results

 

Milpitas, CA, November 3, 2022Corsair Gaming, Inc. (Nasdaq: CRSR) (“Corsair” or the “Company”), a leading global provider and innovator of high-performance gear for gamers and content creators, today announced financial results for the quarter ended September 30, 2022.

Third Quarter 2022 Highlights

 

Net revenue was $311.8 million, compared to $283.9 million in the second quarter of 2022 and $391.1 million in the third quarter of 2021.

 

Gamer and creator peripherals segment revenue was $96.8 million compared to $89.0 million in the second quarter of 2022 and $139.3 million in the third quarter of 2021.

 

Gaming components and systems segment revenue was $214.9 million compared to $194.9 million in the second quarter of 2022, and $251.9 million in the third quarter of 2021.

 

Operating loss was $11.0 million compared to operating loss of $55.0 million in the second quarter of 2022 and operating income of $10.8 million in the third quarter of 2021.

 

Net loss per diluted share was $0.09 compared to net loss per diluted share of $0.62 in the second quarter of 2022 and net income per diluted share of $0.02 in the third quarter of 2021.

 

Adjusted EBITDA was a gain of $10.1 million compared to a loss of $11.0 million in the second quarter of 2022 and a gain of $27.6 million in the third quarter of 2021.

 

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.”

Andy Paul, Chief Executive Officer of Corsair, stated, “We achieved 10% sequential revenue growth from Q2 2022 to Q3 2022, while significantly reducing our channel inventory in what remains a challenging environment. Sales out levels from our Channel to Consumers were significantly above pre-pandemic levels in almost all product lines and were above the year ago level in many of our product categories.

As we mentioned in previous quarters, the self-built PC market has been held back over the past 2 years, as high demand for GPU cards from crypto miners caused GPU prices to rise and in some cases double.  Now that Crypto mining can no longer utilize graphics cards as they used to, GPU demand has since normalized resulting in a decline in prices back to standard MSRP or below. We are already seeing the positive effects of this on the market.

Additionally, in recent weeks, there have been launches of new technology platforms from Nvidia, AMD and Intel, and this has immediately accelerated the self-built PC market.  This is because our enthusiast customers can now build a better and faster gaming PC for a lower cost than they could over the last 2 years.


For gaming PCs built with these new platforms there is a need for faster memory such as DDR5, larger power supplies with 1000W capability or higher, and better cooling technology, all product categories that we are expert in, and have high market share.

For peripheral and streaming product lines, we are also seeing the market pick up, and while earlier in the year we saw consumer sales levels that were 15% to 20% down from last year, in the United States we now see a recovery to almost the same levels as last years as we move through the second half of the year.  Europe is clearly a weaker market than the United States and Asia, since they have low consumer confidence levels because of the war and currency pressure have caused price rises in most consumer electronics products.

Longer term we expect to further benefit from the expansion in the gaming market’s number of active consumers during the pandemic, which we believe will drive a higher spending base over the next few years.”

Michael G. Potter, Chief Financial Officer of Corsair, stated, “We remain in a challenging environment in Q4 2022, with the strengthening of the US dollar against other currencies and continued weakness in Europe being headwinds for us. Worldwide channel inventory levels improved during Q3, removing much of the overhang from orders placed due to longer lead-times in prior periods caused by the effects of the COVID pandemic. We also reduced our own inventory by about 15% quarter over quarter, as we drive our inventory to more historic normalized levels. We are starting to benefit from the cost actions we announced last quarter, along with the success of newer products we recently released, which we believe will have a significant positive effect on margins moving forward, some of which we realized in Q3 2022. We are also encouraged by the improving supply chain environment, including a significant reduction in freight rates and supply chain lead times, which are rapidly approaching the same levels as they were pre pandemic.”

Financial Outlook

For the full year 2022, we currently expect:

 

Net revenue to be in the range of $1.325 billion to $1.375 billion.

 

Adjusted operating income to be in the range of $20 million to $30 million.

 

Adjusted EBITDA to be in the range of $35 million to $45 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, depreciation and amortization, inventory write-down charges 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.


Recent Developments

 

Commenced sales of the CORSAIR VOYAGER a1600 AMD Advantage™ Edition laptop on the CORSAIR webstore and from distributors worldwide. The CORSAIR VOYAGER a1600 features state-of-the-art AMD processor and graphics for mobile systems working in tandem using exclusive AMD smart technologies, alongside CORSAIR and Elgato software and technologies, to create a gaming and streaming experience like no other.

 

Launched the new XENEON FLEX 45WQHD240 OLED Gaming Monitor, a flagship bendable gaming monitor created in close partnership with LG Display. Boasting the latest in W-OLED technology, the XENEON FLEX OLED offers phenomenal image quality, excellent black levels and response times, with the ability for enthusiasts to manually adjust the curvature of its 45in 21:9 aspect ratio panel.

 

Unveiled the CORSAIR K100 AIR Wireless Mechanical Gaming Keyboard, CORSAIR’s thinnest high-performance keyboard ever. From its elegant brushed aluminum frame to its versatile connectivity options for multiple devices, the K100 AIR delivers a modern, premium experience that meets the needs of gamers and productivity focused consumers alike.

 

Announced the wide-ranging compatibility of CORSAIR's PC components with Nvidia’s newly announced 40-series graphics cards, including the revolutionary RTX 4090. From power supplies able to drive the world’s most powerful gaming systems, to stylish and capable gaming cases and a huge array of cooling options and accessories, CORSAIR offers the hardware to power, house, and cool the world’s most powerful graphics cards.

 

Conference Call and Webcast Information

Corsair will host a conference call to discuss the third quarter 2022 financial results today at 2:00 p.m. Pacific Time. The conference call will be accessible on Corsair’s Investor Relations website at https://ir.corsair.com, or by dialing 1-877-407-0784 (USA) or 1-201-689-8560 (International) with conference ID 13732671. A replay will be available approximately 2 hours after the live call ends on Corsair's Investor Relations website, or through November 10, 2022 by dialing 1-844-512-2921 (USA) or 1-412-317-6671 (International), with passcode 13732671.

 

About Corsair Gaming, Inc.

CORSAIR (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 its 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.

 

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, Corsair’s expectations regarding market headwinds and tailwinds, its substantial progress to reduce inventory levels, its belief that the self-built gaming PC market will continue to improve, its expectations regarding the end of the year 2022 and 2023, whether consumers that entered the gaming market during the pandemic will positively impact Corsair’s


results and market, its ability to continue to release innovative and what it believes to be industry leading products, whether cost actions will benefit margins and its estimated full year 2022 net revenue, adjusted operating income and adjusted EBITDA.  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: the impact the COVID-19 pandemic, including the potential end of the pandemic and the cessation of pandemic-related restrictions, will have on demand for our products as well as its impact on our operations and the operations of our manufacturers, retailers and other partners, and its impact on the economy overall, including capital markets; 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 to existing gear; 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; fluctuations in operating results; 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; the impact of global instability, such as the war between Russia and Ukraine, and any sanctions or other geopolitical tensions that may result therefrom; delays or disruptions at our or third-parties’ 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; general economic conditions that adversely effect, among other things, the financial markets and consumer confidence and spending; and the other factors described under the heading “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 filed with the Securities and Exchange Commission (SEC) on or about the date hereof 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 ended September 30, 2022 are also not necessarily indicative of our operating results for any future periods.

 

Use and Reconciliation of Non-GAAP Financial Measures

To supplement the financial results presented in accordance with GAAP, this earnings release presents certain non-GAAP financial information, including adjusted operating income (loss), adjusted net income (loss), adjusted net income (loss) per diluted share and adjusted EBITDA. 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 (loss), adjusted net income (loss), adjusted net income (loss) per share and adjusted EBITDA to evaluate our operating performance and trends and make planning decisions. We believe that these non-GAAP financial 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 these non-GAAP financial measures 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 measures because we believe investors, analysts and rating agencies consider it 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 net revenue, operating income (loss), net income (loss), 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 (loss), non-GAAP, is determined by adding back to GAAP operating income (loss) the acquisition accounting impact related to recognizing acquired inventory at fair value, change in fair value of contingent consideration for business acquisitions, inventory reserve in excess of normal run rate to address overhang in the channel, stock-based compensation, amortization, certain acquisition-related and integration-related costs, restructuring costs, non-deferred offering costs, debt modification costs and other financing related costs.

 

Adjusted net income (loss), non-GAAP, is determined by adding back to GAAP net income (loss) the acquisition accounting impact related to recognizing acquired inventory at fair value, change in fair value of contingent consideration for business acquisitions, inventory reserve in excess of normal run rate to address overhang in the channel, stock-based compensation, amortization, certain acquisition-related and integration-related costs, restructuring costs, non-deferred offering costs, debt modification costs, loss on extinguishment of debt, other financing related costs and the related tax effects of each of these adjustments.

 

Adjusted net income (loss) per diluted share, non-GAAP, is determined by dividing adjusted net income (loss), 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 impact related to recognizing acquired inventory at fair value, change in fair value of contingent consideration for business acquisitions, inventory reserve in excess of normal run rate to address overhang in the channel, stock-based compensation, certain acquisition-related and integration-related costs, restructuring costs, non-deferred offering costs, debt modification costs, other financing related costs, amortization, depreciation, interest expense (including loss on extinguishment of debt) and tax expense (benefit).

 

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.

Investor Relations Contact:

 

Ronald van Veen

ir@corsair.com

510-578-1407

Media Contact:

 

David Ross

david.ross@corsair.com

+4411 8208 0542

 

 

 

 


 

Corsair Gaming, Inc.

Condensed Consolidated Statements of Operations

(Unaudited, in thousands, except per share amounts)

 

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenue

 

$

311,769

 

 

$

391,121

 

 

$

976,368

 

 

$

1,393,438

 

Cost of revenue

 

 

240,209

 

 

 

289,759

 

 

 

777,593

 

 

 

1,001,397

 

Gross profit

 

 

71,560

 

 

 

101,362

 

 

 

198,775

 

 

 

392,041

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales, general and administrative

 

 

66,932

 

 

 

76,112

 

 

 

216,456

 

 

 

234,134

 

Product development

 

 

15,616

 

 

 

14,495

 

 

 

50,752

 

 

 

45,150

 

Total operating expenses

 

 

82,548

 

 

 

90,607

 

 

 

267,208

 

 

 

279,284

 

Operating income (loss)

 

 

(10,988

)

 

 

10,755

 

 

 

(68,433

)

 

 

112,757

 

Other (expense) income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(2,734

)

 

 

(7,202

)

 

 

(5,689

)

 

 

(16,656

)

Other income (expense), net

 

 

1,662

 

 

 

(1,402

)

 

 

1,796

 

 

 

(4,002

)

Total other expense, net

 

 

(1,072

)

 

 

(8,604

)

 

 

(3,893

)

 

 

(20,658

)

Income (loss) before income taxes

 

 

(12,060

)

 

 

2,151

 

 

 

(72,326

)

 

 

92,099

 

Income tax benefit (expense)

 

 

6,115

 

 

 

(374

)

 

 

11,262

 

 

 

(15,854

)

Net income (loss)

 

 

(5,945

)

 

 

1,777

 

 

 

(61,064

)

 

 

76,245

 

Less: Net income attributable to noncontrolling interests

 

 

266

 

 

 

 

 

 

33

 

 

 

 

Net income (loss) attributable to Corsair Gaming, Inc.

 

$

(6,211

)

 

$

1,777

 

 

$

(61,097

)

 

$

76,245

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Calculation of net income (loss) per share attributable to common stockholders of Corsair Gaming, Inc.:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to Corsair Gaming, Inc.

 

$

(6,211

)

 

$

1,777

 

 

$

(61,097

)

 

$

76,245

 

Change in redemption value of redeemable noncontrolling interests

 

 

(2,690

)

 

 

 

 

 

(12,330

)

 

 

 

Net income (loss) attributable to common stockholders of Corsair Gaming, Inc.

 

$

(8,901

)

 

$

1,777

 

 

$

(73,427

)

 

$

76,245

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share attributable to common stockholders of Corsair Gaming, Inc.:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.09

)

 

$

0.02

 

 

$

(0.77

)

 

$

0.82

 

Diluted

 

$

(0.09

)

 

$

0.02

 

 

$

(0.77

)

 

$

0.76

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

95,858

 

 

 

93,918

 

 

 

95,537

 

 

 

92,894

 

Diluted

 

 

95,858

 

 

 

100,041

 

 

 

95,537

 

 

 

100,116

 

 

 

 

 



 

Corsair Gaming, Inc.

Segment Information

(Unaudited, in thousands, except percentages)

 

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gamer and Creator Peripherals

 

$

96,848

 

 

$

139,260

 

 

$

319,985

 

 

$

470,329

 

Gaming Components and Systems

 

 

214,921

 

 

 

251,861

 

 

 

656,383

 

 

 

923,109

 

Total Net revenue

 

$

311,769

 

 

$

391,121

 

 

$

976,368

 

 

$

1,393,438

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gamer and Creator Peripherals

 

$

31,790

 

 

$

48,580

 

 

$

85,405

 

 

$

172,080

 

Gaming Components and Systems

 

 

39,770

 

 

 

52,782

 

 

 

113,370

 

 

 

219,961

 

Total Gross Profit

 

$

71,560

 

 

$

101,362

 

 

$

198,775

 

 

$

392,041

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Margin:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gamer and Creator Peripherals

 

 

32.8

%

 

 

34.9

%

 

 

26.7

%

 

 

36.6

%

Gaming Components and Systems

 

 

18.5

%

 

 

21.0

%

 

 

17.3

%

 

 

23.8

%

Total Gross Margin

 

 

23.0

%

 

 

25.9

%

 

 

20.4

%

 

 

28.1

%

 



 

Corsair Gaming, Inc.

Condensed Consolidated Balance Sheets

(Unaudited, in thousands)

 

 

 

September 30,

2022

 

 

December 31,

2021

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and restricted cash

 

$

61,451

 

 

$

65,149

 

Accounts receivable, net

 

 

156,311

 

 

 

291,287

 

Inventories

 

 

249,942

 

 

 

298,315

 

Prepaid expenses and other current assets

 

 

47,717

 

 

 

51,024

 

Total current assets

 

 

515,421

 

 

 

705,775

 

Restricted cash, noncurrent

 

 

231

 

 

 

231

 

Property and equipment, net

 

 

26,710

 

 

 

16,819

 

Goodwill

 

 

346,302

 

 

 

317,054

 

Intangibles assets, net

 

 

224,256

 

 

 

225,709

 

Other assets

 

 

70,348

 

 

 

71,808

 

Total assets

 

$

1,183,268

 

 

$

1,337,396

 

Liabilities

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Debt maturing within one year, net

 

$

4,655

 

 

$

4,753

 

Accounts payable

 

 

162,213

 

 

 

236,120

 

Other liabilities and accrued expenses

 

 

158,170

 

 

 

205,874

 

Total current liabilities

 

 

325,038

 

 

 

446,747

 

Long-term debt, net

 

 

239,052

 

 

 

242,898

 

Deferred tax liabilities

 

 

16,413

 

 

 

25,700

 

Other liabilities, noncurrent

 

 

47,796

 

 

 

53,871

 

Total liabilities

 

 

628,299

 

 

 

769,216

 

Temporary equity

 

 

 

 

 

 

 

 

Redeemable noncontrolling interests

 

 

27,977

 

 

 

 

Permanent equity

 

 

 

 

 

 

 

 

Corsair Gaming, Inc. stockholders’ equity:

 

 

 

 

 

 

 

 

Common stock and additional paid-in capital

 

 

504,643

 

 

 

470,373

 

Retained earnings

 

 

24,720

 

 

 

98,147

 

Accumulated other comprehensive loss

 

 

(13,163

)

 

 

(340

)

Total Corsair Gaming, Inc. stockholders' equity

 

 

516,200

 

 

 

568,180

 

Nonredeemable noncontrolling interests

 

 

10,792

 

 

 

 

Total permanent equity

 

 

526,992

 

 

 

568,180

 

Total liabilities, temporary equity and permanent equity

 

$

1,183,268

 

 

$

1,337,396

 


 

Corsair Gaming, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited, in thousands)

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(5,945

)

 

$

1,777

 

 

$

(61,064

)

 

$

76,245

 

Adjustments to reconcile net income (loss) to

net cash provided by (used in) operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Stock-based compensation

 

 

5,643

 

 

 

5,812

 

 

 

16,877

 

 

 

13,656

 

   Depreciation

 

 

2,546

 

 

 

2,643

 

 

 

7,695

 

 

 

7,581

 

   Amortization

 

 

10,352

 

 

 

8,704

 

 

 

33,924

 

 

 

26,118

 

   Debt issuance costs amortization

 

 

102

 

 

 

320

 

 

 

274

 

 

 

1,372

 

   Loss on debt extinguishment

 

 

 

 

 

4,071

 

 

 

 

 

 

4,868

 

   Deferred income taxes

 

 

(8,732

)

 

 

(1,368

)

 

 

(19,552

)

 

 

(6,556

)

   Other

 

 

(1,194

)

 

 

583

 

 

 

1,721

 

 

 

1,649

 

   Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

      Accounts receivable

 

 

13,316

 

 

 

6,048

 

 

 

133,362

 

 

 

38,556

 

      Inventories

 

 

43,812

 

 

 

(44,001

)

 

 

54,371

 

 

 

(102,896

)

      Prepaid expenses and other assets

 

 

2,349

 

 

 

1,855

 

 

 

(7,132

)

 

 

(7,790

)

      Accounts payable

 

 

(30,595

)

 

 

(14,180

)

 

 

(74,091

)

 

 

(51,842

)

      Other liabilities and accrued expenses

 

 

3,437

 

 

 

(6,600

)

 

 

(41,243

)

 

 

24,100

 

         Net cash provided by (used in) operating activities

 

 

35,091

 

 

 

(34,336

)

 

 

45,142

 

 

 

25,061

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Acquisition of business, net of cash acquired

 

 

 

 

 

 

 

 

(19,534

)

 

 

(1,684

)

   Payment of deferred consideration

 

 

 

 

 

(325

)

 

 

(95

)

 

 

(4,678

)

   Purchase of property and equipment

 

 

(7,929

)

 

 

(2,783

)

 

 

(19,850

)

 

 

(7,677

)

   Investment in available-for-sale convertible note

 

 

 

 

 

 

 

 

(1,000

)

 

 

 

         Net cash used in investing activities

 

 

(7,929

)

 

 

(3,108

)

 

 

(40,479

)

 

 

(14,039

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Proceeds from issuance of debt, net

 

 

 

 

 

248,513

 

 

 

 

 

 

248,513

 

   Repayment of debt and debt issuance costs

 

 

(1,267

)

 

 

(273,974

)

 

 

(4,017

)

 

 

(326,974

)

   Borrowing from line of credit

 

 

223,000

 

 

 

 

 

 

626,000

 

 

 

 

   Repayment of line of credit

 

 

(223,000

)

 

 

 

 

 

(626,000

)

 

 

 

   Payment of contingent consideration

 

 

 

 

 

 

 

 

(438

)

 

 

 

   Proceeds from issuance of shares through

    employee equity incentive plans

 

 

624

 

 

 

2,027

 

 

 

4,132

 

 

 

11,493

 

   Payment of taxes related to net share settlement

    of equity awards

 

 

(402

)

 

 

(208

)

 

 

(1,399

)

 

 

(215

)

   Dividends paid to noncontrolling interests

 

 

(2,205

)

 

 

 

 

 

(2,205

)

 

 

 

         Net cash used in financing activities

 

 

(3,250

)

 

 

(23,642

)

 

 

(3,927

)

 

 

(67,183

)

Effect of exchange rate changes on cash

 

 

(932

)

 

 

(1,136

)

 

 

(4,434

)

 

 

(1,078

)

Net increase (decrease) in cash and restricted cash

 

 

22,980

 

 

 

(62,222

)

 

 

(3,698

)

 

 

(57,239

)

Cash and restricted cash at the beginning of the period

 

 

38,702

 

 

 

138,551

 

 

 

65,380

 

 

 

133,568

 

Cash and restricted cash at the end of the period

 

$

61,682

 

 

$

76,329

 

 

$

61,682

 

 

$

76,329

 


 

Corsair Gaming, Inc.

GAAP to Non-GAAP Reconciliations

 

Non-GAAP Operating Income (Loss) Reconciliations

(Unaudited, in thousands, except percentages)

 

 

 

Three Months Ended

September 30,

 

 

Three Months Ended

June 30,

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

 

 

2022

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Income (Loss) - GAAP

 

$

(10,988

)

 

$

(54,960

)

 

$

10,755

 

 

$

(68,433

)

 

$

112,757

 

Acquisition accounting impact related to recognizing acquired inventory at fair value

 

 

 

 

 

7

 

 

 

 

 

 

282

 

 

 

 

Change in fair value of contingent consideration for business acquisitions

 

 

 

 

 

 

 

 

(435

)

 

 

 

 

 

(342

)

Inventory reserve in excess of normal run rate to address

overhang in the channel

 

 

 

 

 

19,489

 

 

 

485

 

 

 

19,489

 

 

 

1,003

 

Stock-based compensation

 

 

5,643

 

 

 

6,087

 

 

 

5,812

 

 

 

16,877

 

 

 

13,656

 

Amortization

 

 

10,352

 

 

 

13,434

 

 

 

8,704

 

 

 

33,924

 

 

 

26,118

 

Acquisition-related and integration-related costs

 

 

326

 

 

 

227

 

 

 

381

 

 

 

796

 

 

 

1,127

 

Restructuring costs

 

 

81

 

 

 

1,488

 

 

 

699

 

 

 

1,569

 

 

 

699

 

Non-deferred offering costs

 

 

324

 

 

 

 

 

 

 

 

 

324

 

 

 

1,031

 

Debt modification costs

 

 

33

 

 

 

27

 

 

 

 

 

 

60

 

 

 

 

Other financing related costs

 

 

136

 

 

 

 

 

 

 

 

 

136

 

 

 

 

Adjusted Operating Income (Loss) - Non-GAAP

 

$

5,907

 

 

$

(14,201

)

 

$

26,401

 

 

$

5,024

 

 

$

156,049

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As a % of net revenue - GAAP

 

 

-3.5

%

 

 

-19.4

%

 

 

2.7

%

 

 

-7.0

%

 

 

8.1

%

As a % of net revenue - Non-GAAP

 

 

1.9

%

 

 

-5.0

%

 

 

6.8

%

 

 

0.5

%

 

 

11.2

%


 

Corsair Gaming, Inc.

GAAP to Non-GAAP Reconciliations

 

Non-GAAP Net Income (Loss) and Net Income (Loss) Per Share Reconciliations

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

 

 

 

Three Months Ended

September 30,

 

 

Three Months Ended

June 30,

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

 

 

2022

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss) - GAAP

 

$

(5,945

)

 

$

(51,839

)

 

$

1,777

 

 

$

(61,064

)

 

$

76,245

 

Acquisition accounting impact related to recognizing acquired inventory at fair value

 

 

 

 

 

7

 

 

 

 

 

 

282

 

 

 

 

Change in fair value of contingent consideration for business acquisitions

 

 

 

 

 

 

 

 

(435

)

 

 

 

 

 

(342

)

Inventory reserve in excess of normal run rate to address overhang in the channel

 

 

 

 

 

19,489

 

 

 

485

 

 

 

19,489

 

 

 

1,003

 

Stock-based compensation

 

 

5,643

 

 

 

6,087

 

 

 

5,812

 

 

 

16,877

 

 

 

13,656

 

Amortization

 

 

10,352

 

 

 

13,434

 

 

 

8,704

 

 

 

33,924

 

 

 

26,118

 

Acquisition-related and integration-related costs

 

 

326

 

 

 

227

 

 

 

381

 

 

 

796

 

 

 

1,127

 

Restructuring costs

 

 

81

 

 

 

1,488

 

 

 

699

 

 

 

1,569

 

 

 

699

 

Non-deferred offering costs

 

 

324

 

 

 

 

 

 

 

 

 

324

 

 

 

1,031

 

Debt modification costs

 

 

33

 

 

 

27

 

 

 

 

 

 

60

 

 

 

 

Loss on debt extinguishment

 

 

 

 

 

 

 

 

4,107

 

 

 

 

 

 

4,904

 

Other financing related costs

 

 

136

 

 

 

 

 

 

 

 

 

136

 

 

 

 

Non-GAAP income tax adjustment

 

 

(3,343

)

 

 

(7,923

)

 

 

(5,193

)

 

 

(14,615

)

 

 

(14,252

)

Adjusted Net Income (Loss) - Non-GAAP

 

$

7,607

 

 

$

(19,003

)

 

$

16,337

 

 

$

(2,222

)

 

$

110,189

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Adjusted, Non-GAAP

 

$

0.08

 

 

$

(0.20

)

 

$

0.16

 

 

$

(0.02

)

 

$

1.10

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Adjusted, Non-GAAP

 

 

99,769

 

 

 

95,467

 

 

 

100,041

 

 

 

95,537

 

 

 

100,116

 


 

Corsair Gaming, Inc.

GAAP to Non-GAAP Reconciliations

 

Adjusted EBITDA Reconciliations

(Unaudited, in thousands, except percentages)

 

 

 

Three Months Ended

September 30,

 

 

Three Months Ended

June 30,

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

 

 

2022

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss) - GAAP

 

$

(5,945

)

 

$

(51,839

)

 

$

1,777

 

 

$

(61,064

)

 

$

76,245

 

Acquisition accounting impact related to recognizing acquired inventory at fair value

 

 

 

 

 

7

 

 

 

 

 

 

282

 

 

 

 

Change in fair value of contingent consideration for business acquisitions

 

 

 

 

 

 

 

 

(435

)

 

 

 

 

 

(342

)

Inventory reserve in excess of normal run rate to address overhang in the channel

 

 

 

 

 

19,489

 

 

 

485

 

 

 

19,489

 

 

 

1,003

 

Stock-based compensation

 

 

5,643

 

 

 

6,087

 

 

 

5,812

 

 

 

16,877

 

 

 

13,656

 

Acquisition-related and integration-related costs

 

 

326

 

 

 

227

 

 

 

381

 

 

 

796

 

 

 

1,127

 

Restructuring costs

 

 

81

 

 

 

1,488

 

 

 

699

 

 

 

1,569

 

 

 

699

 

Non-deferred offering costs

 

 

324

 

 

 

 

 

 

 

 

 

324

 

 

 

1,031

 

Debt modification costs

 

 

33

 

 

 

27

 

 

 

 

 

 

60

 

 

 

 

Other financing related costs

 

 

136

 

 

 

 

 

 

 

 

 

136

 

 

 

 

Amortization

 

 

10,352

 

 

 

13,434

 

 

 

8,704

 

 

 

33,924

 

 

 

26,118

 

Depreciation

 

 

2,546

 

 

 

2,545

 

 

 

2,643

 

 

 

7,695

 

 

 

7,581

 

Interest expense (includes loss on debt extinguishment)

 

 

2,734

 

 

 

1,676

 

 

 

7,202

 

 

 

5,689

 

 

 

16,656

 

Income tax expense (benefit)

 

 

(6,115

)

 

 

(4,164

)

 

 

374

 

 

 

(11,262

)

 

 

15,854

 

Adjusted EBITDA - Non-GAAP

 

$

10,115

 

 

$

(11,023

)

 

$

27,642

 

 

$

14,515

 

 

$

159,628

 

Adjusted EBITDA margin - Non-GAAP

 

 

3.2

%

 

 

-3.9

%

 

 

7.1

%

 

 

1.5

%

 

 

11.5

%

 

Slide 1

Q3 2022 FINANCIAL RESULTS November 3, 2022 Exhibit 99.2

Slide 2

DISCLAIMER Forward Looking Statements This presentation contains forward looking statements that involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, the Company's results may differ materially from those expressed or implied by such forward-looking statements. All statements other than statements of historical fact could be deemed forward-looking statements, including, but not limited to: information or predictions concerning the Company's future financial performance, business plans and objectives, potential growth opportunities, potential pricing of products, potential market leadership, financing plans, competitive position, technological, industry or market trends and potential market opportunities. These statements are based on estimates and information available to the Company at the time of this presentation and are not guarantees of future performance. Actual results could differ materially from the Company's current expectations as a result of many factors, including, but not limited to: the impact the COVID-19 pandemic, including the potential end of the pandemic and the cessation of pandemic-related restriction, will have on demand for the Company’s products as well as its impact on its operations and the operations of its manufacturers, retailers and other partners, and its impact on the economy overall, including capital markets; the Company’s ability to build and maintain the strength of its brand among gaming and streaming enthusiasts and its ability to continuously develop and successfully market new gear and improvements to existing gear; 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; fluctuations in operating results; the risk that the Company is 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; the impact of global stability, such as the war between Russia and Ukraine, and any sanctions or other geopolitical tensions that my result therefrom; delays or disruptions at manufacturing and distribution facilities of the Company or third parties; currency exchange rate fluctuations or international trade disputes resulting in the Company’s gear becoming relatively more expensive to its overseas customers or resulting in an increase in the Company’s manufacturing costs; and general economic conditions that adversely effect, among other things, the financial markets and consumer confidence and spending. The Company assumes no obligation, and does not intend, to update these forward-looking statements, except as required by law. Investors are urged to review in detail the risks and uncertainties outlined in Corsair’s Securities and Exchange Commission filings, including, but not limited to, Corsair’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (once available) as well as the Risk Factors contained therein. You may get these documents for free by visiting EDGAR on the SEC website at http://www.sec.gov. Non-GAAP Financial Measures Included in this presentation are certain non-GAAP financial measures, including Adjusted Operating Income (Loss), Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income (Loss) and Adjusted Net Income (Loss) Per Share, which are not recognized under the generally accepted accounting principles (“GAAP”) in the United States and designed to complement the financial information presented in accordance with GAAP in the United States because management believes such measures are useful to investors. The non-GAAP measures have limitations as analytical tools and you should not consider them in isolation of, or as an alternative to, measures prepared in accordance with U.S. GAAP. The non-GAAP measures used by the Company may differ from the non-GAAP measures used by other companies. The Company urges you to review the reconciliation of its non-GAAP financial measures to the most directly comparable U.S. GAAP financial measures set forth in the Appendix to this presentation, and not to rely on any single financial measure to evaluate the Company's business. Market & Industry Data This presentation also contains estimates and other statistical data made by independent parties and by the Company relating to the Company’s industry, the Company’s business and the market for the Company’s products and its future growth. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. In addition, projections, assumptions, and estimates of the Company’s future performance and the future performance of the market for its products are necessarily subject to a high degree of uncertainty and risk. 

Slide 3

WHAT’S NEW FROM CORSAIR

Slide 4

VOYAGER GAMING LAPTOPS Corsair launched its first Gaming Laptop on August 22 Powered by leading AMD Ryzen Processors and Radeon graphics for amazing mobile performance We will be expanding this range during 2023 with additional technology partners The Gaming Laptop category is the fastest growing PC platform category with a current TAM of $30B “CORSAIR IS JOINING THE COMPETITIVE WORLD OF GAMING LAPTOPS, AND ITS DEBUT MACHINE LOOKS PRETTY SPECIAL.” - TECHSPOT  Data Source: IDC

Slide 5

45”FLEXIBLE OLED GAMING MONITOR Developed in partnership with LG Display, this is the world’s first bendable OLED monitor designed for gaming XENEON FLEX is our new flagship 45” display adding to our range of 4K and QHD monitors, which addresses a growing $7B gaming monitor market This will begin shipping in Q1 2023 “it already looks like my perfect gaming monitor.” - PC GAMER Data Source: IDC

Slide 6

K100 AIR WIRELESS Our K100 keyboard family has been extended with a super thin, wireless model - the K100 Air Just 11mm at the slimmest point, with CHERRY low profile mechanical keyswitches Dual wireless modes – with hyper-fast SLIPSTREAM WIRELESS and Bluetooth®

Slide 7

iCUE PARTNERSHIPS Expanding the powerful CORSAIR iCUE software ecosystem by integrating support for both Philips HUE and Nanoleaf lighting products Over 250 products now supported by iCUE, both inside the PC and outside

Slide 8

POWERING THE NEXT GENERATION Working in conjunction with AMD, Intel and NVIDIA, CORSAIR has a complete line-up which provides best in class performance and compatibility for the self built PC enthusiast Corsair is the dominant supplier of high-speed gaming Memory sold to consumers in the US, with a 72% market share according to NPD CORSAIR has a 40% market share for PSUs sold to consumers in the US to power their gaming PC’s, and an even higher market share for higher wattage supplies CORSAIR holds the number one market share position for consumer bought gaming cases, and our 4000 and 5000 series are perfect for these new technologies Data Source: NPD

Slide 9

WAVE DX A premium XLR microphone with proven dynamic capsule technology designed in close cooperation with Lewitt Audio Wave DX equips you to sound professional and turn your setup into a powerful broadcast studio Works seamlessly with Wave XLR and Elgato Stream Deck ecosystem

Slide 10

Q3 2022 MARKET UPDATE

Slide 11

SELF BUILT GAMING PC MARKET CONTINUES TO IMPROVE AS GPU PRICES GO BACK TO MSRP OR BELOW MARKET STILL TRACKING HIGHER  THAN PREPANDEMIC LEVEL, US MARKET POSITIVE TO Q3 2021 Data Sources: Total Components & Memory Sales Revenue data: NPD (US) plus Stackline (EU5) - Includes: Cases, PSUs, Fans, Water Cooling, and Memory (DRAM) YoY Growth vs 2019: 25%

Slide 12

CORSAIR CONTINUES TO HOLD DOMINANT SHARE IN THE SELF BUILT GAMING PC SPACE (US DATA) Data Sources: Gaming Components & Memory Share: NPD (US) – 2022Q3 Market Share Market Share is based on Sales Revenue. Components include: Cases, PSUs, Fans, and Water Cooling. Memory is DRAM

Slide 13

CORSAIR MAINTAINED HIGH ASPS WHILE REDUCING CHANNEL AND INTERNAL INVENTORY IN A PROMOTIONAL ENVIRONMENT Data Sources: Components & Memory ASP data: NPD (US) - Includes: Cases, PSUs, Fans, Water Cooling, and Memory (DRAM) Gaming Peripherals ASP data: NPD (US) – Includes: Keyboards, PC Headsets, Mice Market ASP Corsair ASP

Slide 14

FINANCIAL RESULTS

Slide 15

Q3 RESULTS Q3 revenue grew over Q2 as channel inventory overhang reduced and became more balanced in the US, with Europe making progress but lagging as market demand negatively impacted by FX, the Russia-Ukraine war and inflation; channel inventory improved the most in Component and Systems Segment with GPU pricing around MSRP driving new builds. Margins improved towards last year’s level as lower freight expenses rolled through the P&L, higher volumes led to more favorable absorptions and one-time inventory reserve in Q2’22 behind us (impacted ~6.9%).

Slide 16

GROSS MARGIN DATA BY SEGMENT SEGMENT GROSS PROFIT * -24.7% -34.6% -29.4% Y/Y SEGMENT GROSS MARGIN * 28.2% 27.5% 27.9% Q/Q * Q2'22 adjusted by $19.5 million or 690 bps for the inventory reserve in excess of normal run rate to address overhang in the channel ($5.1 million or 260 bps in the Gaming Components and Systems segment; $14.4 million or 1,610 bps in the Gamer and Creator Peripherals segment).

Slide 17

FINANCIAL GUIDANCE FY2022 (1) Given the number of risk factors, uncertainties and assumptions, many of which are discussed in slide 2, actual results may differ materially. We do not intend to update our financial outlook until our next quarterly results announcement. Estimates should not be viewed as a substitute for our full annual financial statement and are not necessarily indicative of the results to be expected for any future period. 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 into non-GAAP measures to the most directly comparable GAAP measures without unreasonable effort 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 this period but would not impact the non-GAAP measures. Such items may include stock-based compensation charges, public offering related charges, depreciation and amortization, and other items. The unavailable information could have a significant impact on our GAAP financial results.

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APPENDIX

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USE OF NON-GAAP FINANCIAL MEASURES To supplement the financial results presented in accordance with GAAP, this presentation includes certain non-GAAP financial information, including Adjusted Operating Income (Loss), Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income (Loss) and Adjusted Net Income (Loss) 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 these non-GAAP financial measures to evaluate our operating performance and trends and make planning decisions. We believe that these non-GAAP financial 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 financial measures. Accordingly, we believe that these non-GAAP financial 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 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 appendix. 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.

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GAAP TO NON-GAAP RECONCILIATIONS Non-GAAP Operating Income (Loss) Reconciliations (Unaudited, in thousands, except percentages)

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GAAP TO NON-GAAP RECONCILIATIONS Non-GAAP Net Income (Loss) and Net Income (Loss) Per Share Reconciliations (Unaudited, in thousands, except per share amounts and percentages)

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GAAP TO NON-GAAP RECONCILIATIONS Adjusted EBITDA Reconciliations (Unaudited, in thousands, except percentages)