UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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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 |
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Description |
99.1 |
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99.2 |
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104 |
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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.
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CORSAIR GAMING, INC. |
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Date: November 3, 2022 |
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By: |
/s/ Michael G. Potter |
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Michael G. Potter |
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Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
2
Exhibit 99.1
Corsair Gaming Reports Third Quarter 2022 Financial Results
Milpitas, CA, November 3, 2022 – Corsair 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
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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. |
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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. |
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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. |
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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. |
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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. |
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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:
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Net revenue to be in the range of $1.325 billion to $1.375 billion. |
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Adjusted operating income to be in the range of $20 million to $30 million. |
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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
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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. |
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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. |
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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. |
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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:
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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. |
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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. |
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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. |
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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)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2022 |
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2021 |
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2022 |
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2021 |
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Net revenue |
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$ |
311,769 |
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$ |
391,121 |
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$ |
976,368 |
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$ |
1,393,438 |
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Cost of revenue |
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240,209 |
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289,759 |
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777,593 |
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1,001,397 |
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Gross profit |
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71,560 |
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101,362 |
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198,775 |
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392,041 |
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Operating expenses: |
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Sales, general and administrative |
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66,932 |
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76,112 |
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216,456 |
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234,134 |
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Product development |
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15,616 |
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14,495 |
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50,752 |
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45,150 |
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Total operating expenses |
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82,548 |
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90,607 |
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267,208 |
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279,284 |
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Operating income (loss) |
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(10,988 |
) |
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10,755 |
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(68,433 |
) |
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112,757 |
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Other (expense) income: |
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Interest expense |
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(2,734 |
) |
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(7,202 |
) |
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(5,689 |
) |
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(16,656 |
) |
Other income (expense), net |
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1,662 |
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(1,402 |
) |
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1,796 |
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(4,002 |
) |
Total other expense, net |
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(1,072 |
) |
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(8,604 |
) |
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(3,893 |
) |
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(20,658 |
) |
Income (loss) before income taxes |
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(12,060 |
) |
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2,151 |
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(72,326 |
) |
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92,099 |
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Income tax benefit (expense) |
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6,115 |
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(374 |
) |
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11,262 |
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(15,854 |
) |
Net income (loss) |
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(5,945 |
) |
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1,777 |
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(61,064 |
) |
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76,245 |
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Less: Net income attributable to noncontrolling interests |
|
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266 |
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|
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— |
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33 |
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— |
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Net income (loss) attributable to Corsair Gaming, Inc. |
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$ |
(6,211 |
) |
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$ |
1,777 |
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$ |
(61,097 |
) |
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$ |
76,245 |
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Calculation of net income (loss) per share attributable to common stockholders of Corsair Gaming, Inc.: |
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Net income (loss) attributable to Corsair Gaming, Inc. |
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$ |
(6,211 |
) |
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$ |
1,777 |
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$ |
(61,097 |
) |
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$ |
76,245 |
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Change in redemption value of redeemable noncontrolling interests |
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(2,690 |
) |
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— |
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(12,330 |
) |
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— |
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Net income (loss) attributable to common stockholders of Corsair Gaming, Inc. |
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$ |
(8,901 |
) |
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$ |
1,777 |
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$ |
(73,427 |
) |
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$ |
76,245 |
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|
|
|
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Net income (loss) per share attributable to common stockholders of Corsair Gaming, Inc.: |
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|
|
|
|
|
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|
|
|
|
|
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Basic |
|
$ |
(0.09 |
) |
|
$ |
0.02 |
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$ |
(0.77 |
) |
|
$ |
0.82 |
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Diluted |
|
$ |
(0.09 |
) |
|
$ |
0.02 |
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|
$ |
(0.77 |
) |
|
$ |
0.76 |
|
Weighted-average common shares outstanding: |
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|
|
|
|
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|
|
|
|
|
|
|
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Basic |
|
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95,858 |
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|
|
93,918 |
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|
|
95,537 |
|
|
|
92,894 |
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Diluted |
|
|
95,858 |
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|
|
100,041 |
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|
|
95,537 |
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|
|
100,116 |
|
Corsair Gaming, Inc.
Segment Information
(Unaudited, in thousands, except percentages)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2022 |
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2021 |
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2022 |
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2021 |
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Net revenue: |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gamer and Creator Peripherals |
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$ |
96,848 |
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$ |
139,260 |
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|
$ |
319,985 |
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$ |
470,329 |
|
Gaming Components and Systems |
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214,921 |
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|
|
251,861 |
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|
|
656,383 |
|
|
|
923,109 |
|
Total Net revenue |
|
$ |
311,769 |
|
|
$ |
391,121 |
|
|
$ |
976,368 |
|
|
$ |
1,393,438 |
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|
|
|
|
|
|
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|
|
|
|
|
|
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|
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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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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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 |
|
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|
|
|
|
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|
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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 |
% |
Q3 2022 FINANCIAL RESULTS November 3, 2022 Exhibit 99.2
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.
WHAT’S NEW FROM CORSAIR
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
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
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®
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
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
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
Q3 2022 MARKET UPDATE
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%
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
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
FINANCIAL RESULTS
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%).
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).
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.
APPENDIX
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.
GAAP TO NON-GAAP RECONCILIATIONS Non-GAAP Operating Income (Loss) Reconciliations (Unaudited, in thousands, except percentages)
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)
GAAP TO NON-GAAP RECONCILIATIONS Adjusted EBITDA Reconciliations (Unaudited, in thousands, except percentages)