crsr-8k_20230209.htm
false 0001743759 0001743759 2023-02-09 2023-02-09

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 9, 2023

 

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 February 9, 2023, Corsair Gaming, Inc. (“Corsair” or the “Company”) issued a press release announcing certain of its financial results for the fiscal quarter and year ended December 31, 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 and year ended December 31, 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 February 9, 2023, titled “Corsair Gaming Reports Fourth Quarter and Full Year 2022 Financial Results”

99.2

 

Investor Presentation dated February 9, 2023

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: February 9, 2023

 

By:

/s/ Michael G. Potter

 

 

 

Michael G. Potter

 

 

 

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

 

2

crsr-ex991_6.htm

Exhibit 99.1

 

 

Corsair Gaming Reports Fourth Quarter and
Full Year 2022 Financial Results

 

Milpitas, CA, February 9, 2023Corsair Gaming, Inc. (Nasdaq: CRSR) (“Corsair” or the “Company”), a leading global provider and innovator of high-performance gear for gamers, streamers, content-creators, and gaming PC builders, today announced financial results for the fourth quarter and full year ended December 31, 2022.

 

Fourth Quarter 2022 Select Financial Metrics

 

 

Net revenue was $398.7 million compared to $311.8 million in the third quarter of 2022 and $510.6 million in the fourth quarter of 2021. Gamer and creator peripherals segment net revenue was $117.8 million compared to $96.8 million in the third quarter of 2022 and $176.9 million in the fourth quarter of 2021, while Gaming components and systems segment net revenue was $280.9 million compared to $214.9 million in the third quarter of 2022 and $333.7 million in the fourth quarter of 2021.

 

Net income attributable to common shareholders was $12.5 million, or $0.12 per diluted share, compared to net loss of $8.9 million, or $0.09 per diluted share, in the third quarter of 2022 and net income of $24.7 million, or $0.25 per diluted share, in the fourth quarter of 2021.

 

Adjusted net income was $20.7 million, or $0.20 per diluted share, compared to adjusted net income of $7.6 million, or $0.08 per diluted share in the third quarter of 2022 and adjusted net income of $34.7 million, or $0.35 per diluted share, in the fourth quarter of 2021.

 

Adjusted EBITDA was $32.0 million, compared to $10.1 million in the third quarter of 2022, and $39.5 million in the fourth quarter of 2021.

 

Cash and cash equivalents were $154.1 million as of December 31, 2022.

 

Full Year 2022 Select Financial Metrics

 

 

Net revenue was $1,375.1 million compared to $1,904.1 million in 2021. Gamer and creator peripherals segment net revenue was $437.8 million compared to $647.2 million in 2021, while gaming components and systems segment net revenue was $937.3 million compared to $1,256.9 million in 2021.

 

Net loss attributable to common shareholders was $60.9 million, or $0.63 per diluted share, compared to net income of $101.0 million, or $1.01 per diluted share, for the full year 2021.

 

Adjusted net income was $18.4 million, or $0.18 per diluted share, compared to $144.9 million, or $1.45 per diluted share for the full year 2021.

 

Adjusted EBITDA was $46.5 million, compared to $199.2 million for the full year 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 are pleased with our fourth quarter results, and our current positive trajectory for the first half of 2023, following a challenging 2022, impacted by the Russia-Ukrainian conflict, high freight costs and large channel inventory adjustments. Q4 2022 holiday sales were strong in all market categories in both Europe and our overall retail sales out from the channel was substantially above pre-pandemic 2019 levels. We benefitted from an uptick in demand in the Gaming PC market fueled by new GPU and CPU launches from Nvidia, AMD and Intel at the end of 2022, with more expected to roll out in Q1 2023. Our enthusiast customers are now able to build faster, more powerful gaming PCs with more features for less than they could during the pandemic. Adding to this, 2023 is expected to bring a stronger slate of popular game releases compared to 2022.”

Michael G. Potter, Chief Financial Officer of Corsair, stated, “Q4 2022 tracked to the high end of our expectations and ended well with momentum carrying into Q1 2023. Shipping costs, which were a headwind for most of the year, declined over 70% in Q4 from the start of 2022. Supply chain lead times have continued to improve and are now at the same or similar levels as they were pre-pandemic. We have reduced inventory in our warehouses by approximately 23% and brought channel inventory to below target levels. We are hopeful that the broader industry’s inventory in the channel is also in a better position, which would lead to less discounting in 2023.  We also took the opportunity to fortify our balance sheet in Q4, ending the year with a cash balance of $154 million, which includes the addition of approximately $81 million net proceeds from our November equity offering. Our $100 million working capital revolver remains undrawn and fully available.”

Financial Outlook

For the full year 2023, Corsair currently expects revenue to be flat to slightly up in a softer economic environment as compared to 2022, and does not expect its revenue to be affected by negative inventory trends in 2023. Corsair expects an improvement for the full year 2023 in adjusted EBITDA led by an improvement in margin, normalized shipping costs and continued tight operating expense controls.

 

Net revenue to be in the range of $1.35 billion to $1.55 billion.

 

Adjusted operating income to be in the range of $75 million to $95 million.

 

Adjusted EBITDA to be in the range of $90 million to $110 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

 

Launched Stream Deck + a new addition to our award-winning lineup of tactile control interfaces. Stream Deck + expands the Stream Deck beyond streamers to enable a wide range of shortcuts and workflow improvements for creative professionals, production and beyond. With a combination of eight LCD keys, four push dials and a dynamic touch strip, Stream Deck + puts a new tier of control at the hands of Stream Deck users, and integrates seamlessly with Elgato software, namely Camera Hub, Control Center and the lauded Wave Link virtual mixer.

 

Our world-first XENEON FLEX 45WQHD240 OLED Gaming Monitor launched in December to strong press interest and coverage, announcing the arrival of a whole new class of high-performance bendable gaming monitors created in close partnership with LG Display. With the ability to manually adjust the curvature of its 45 inch 21:9 aspect ratio panel from fully flat to up to 800R curvature, owners can set their own curve depending on whether they’re using the display for work, gaming or movies. The XENEON FLEX 45 also sets new standards for high-frame rate, low response time gaming monitors, offering a compelling specification that sets it apart from competing panels as the first available 240Hz OLED gaming monitor.  We look forward to further expanding our range of gaming monitors, in continued partnership with LG, throughout 2023.

 

Expanded the webcam product line with the launch of Elgato’s Facecam Pro, the first webcam to offer 4K capture at 60 frames per second. Boasting a large area Sony sensor, a wide-angle photographic lens with variable focus, a revolutionary image processor, and onboard flash memory, the premium plug-and-play webcam allows creators to produce Ultra High-Definition video without the need for an elaborate camera setup. This groundbreaking technology combined with Elgato’s powerful Camera Hub software makes Facecam Pro a benchmark in the global webcam industry, and a compelling choice for creators as they upgrade their production setup.

 

Released the first of a several new 2022 product launches that will significantly improve the utility and build experience of our DIY products with a new line of RMx SHIFT power supplies. With a revolutionary side-mounted connector layout, RMx SHIFT power supplies make cable installation and routing, commonly the most negative aspects associated with building a DIY PC easier. Improvements such as this helps remove barriers to entry for customers considering building their first PC, and makes PC building accessible to a whole new group of customers. RMx SHIFT is also the first Corsair PSU to offer compatibility for ATX 3.0, a new industry power supply standard with native support for next-generation graphics cards, ensuring a future proof feature set for customers, and announcing Corsair’s arrival in the ATX 3.0 PSU space.

 

Added iCUE Murals, a new major new lighting control feature, to the iCUE software suite. Many Corsair products utilize customizable lighting, typically controlled via iCUE software, and the ability to easily create unique and individual lighting profiles is important to our customers. iCUE Murals substantially improves the user experience and differentiates our ecosystem by providing a straightforward interface to arrange all of a customer’s RGB hardware on screen, and then create an amazing lighting profile for it from an image, a video, a GIF, or even music. Customers can also add and control ambient lighting products from iCUE partners Philips HUE and Nanoleaf, extending the iCUE ecosystem beyond Corsair products and controlling all a customer’s setup lighting in once place. In beta since November, iCUE Murals is now live to all Corsair iCUE users.

 


 

Conference Call and Webcast Information

Corsair will host a conference call to discuss the fourth quarter and full year 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 13735468. A replay will be available approximately 3 hours after the live call ends on Corsair's Investor Relations website, or through February 16, 2023 by dialing 1-844-512-2921 (USA) or 1-412-317-6671 (International), with passcode 13735468.

 

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, and the broader industry’s progress, to reduce inventory levels, its belief that the self-built gaming PC market will continue to improve, its expectations regarding 2023, including popular game releases, 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 2023 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 November 3, 2022, in our Annual Report on Form 10-K for the year ended December 31, 2022 to be filed with the SEC and our subsequent filings with the SEC. Copies of each filing may be obtained from us or the SEC. All forward-looking statements reflect our beliefs and assumptions only as of the date of this press release. We undertake no obligation to update forward-looking statements to reflect future events or circumstances. Our results for the quarter and year ended December 31, 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 impact from amortization, stock-based compensation, inventory reserve in excess of normal run rate to address overhang in the channel, restructuring costs, certain acquisition-related and integration-related costs, non-deferred offering costs, and other costs.

 

Adjusted net income (loss), non-GAAP, is determined by adding back to GAAP net income (loss), the impact from amortization, stock-based compensation, inventory reserve in excess of normal run rate to address overhang in the channel, restructuring costs, certain acquisition-related and integration-related costs, asset impairment charge, non-deferred offering costs, loss on extinguishment of debt, and other 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, 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 impact from amortization, stock-based compensation, inventory reserve in excess of normal run rate to address overhang in the channel, depreciation, interest expense (including loss on extinguishment of debt), restructuring costs, certain acquisition-related and integration-related costs, asset impairment charge, non-deferred offering costs, tax expense (benefit), and other costs.

 

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

+44 11 8208 0542


 

Corsair Gaming, Inc.

Preliminary Condensed Consolidated Statements of Operations

(Unaudited, in thousands, except per share amounts)

 

 

 

Three Months Ended

December 31,

 

 

Year Ended

December 31,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Net revenue

 

$

398,730

 

 

$

510,622

 

 

$

1,375,098

 

 

$

1,904,060

 

Cost of revenue

 

 

300,873

 

 

 

388,809

 

 

 

1,078,466

 

 

 

1,390,206

 

Gross profit

 

 

97,857

 

 

 

121,813

 

 

 

296,632

 

 

 

513,854

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales, general and administrative

 

 

68,476

 

 

 

81,538

 

 

 

284,932

 

 

 

315,672

 

Product development

 

 

15,741

 

 

 

15,138

 

 

 

66,493

 

 

 

60,288

 

Total operating expenses

 

 

84,217

 

 

 

96,676

 

 

 

351,425

 

 

 

375,960

 

Operating income (loss)

 

 

13,640

 

 

 

25,137

 

 

 

(54,793

)

 

 

137,894

 

Other (expense) income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(3,497

)

 

 

(1,017

)

 

 

(9,186

)

 

 

(17,673

)

Other (expense) income, net

 

 

(1,583

)

 

 

(1,659

)

 

 

213

 

 

 

(5,661

)

Total other expense, net

 

 

(5,080

)

 

 

(2,676

)

 

 

(8,973

)

 

 

(23,334

)

Income (loss) before income taxes

 

 

8,560

 

 

 

22,461

 

 

 

(63,766

)

 

 

114,560

 

Income tax (expense) benefit

 

 

(1,442

)

 

 

2,254

 

 

 

9,820

 

 

 

(13,600

)

Net income (loss)

 

 

7,118

 

 

 

24,715

 

 

 

(53,946

)

 

 

100,960

 

Less: Net income attributable to noncontrolling interests

 

 

409

 

 

 

 

 

 

442

 

 

 

 

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

 

$

6,709

 

 

$

24,715

 

 

$

(54,388

)

 

$

100,960

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

$

6,709

 

 

$

24,715

 

 

$

(54,388

)

 

$

100,960

 

Change in redemption value of redeemable noncontrolling interests

 

 

5,794

 

 

 

 

 

 

(6,536

)

 

 

 

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

 

$

12,503

 

 

$

24,715

 

 

$

(60,924

)

 

$

100,960

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.13

 

 

$

0.26

 

 

$

(0.63

)

 

$

1.08

 

Diluted

 

$

0.12

 

 

$

0.25

 

 

$

(0.63

)

 

$

1.01

 

Weighted-average shares used to compute net income (loss) per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

98,485

 

 

 

94,345

 

 

 

96,280

 

 

 

93,260

 

Diluted

 

 

102,340

 

 

 

99,657

 

 

 

96,280

 

 

 

100,004

 

 


 

Corsair Gaming, Inc.

Preliminary Segment Information

(Unaudited, in thousands, except percentages)

 

 

 

 

Three Months Ended

December 31,

 

 

Year Ended

December 31,

 

 

 

2022

2021

 

 

2022

 

 

2021

 

Net revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gamer and Creator Peripherals

 

$

117,832

 

 

$

176,873

 

 

$

437,817

 

 

$

647,202

 

Gaming Components and Systems

 

 

280,898

 

 

 

333,749

 

 

 

937,281

 

 

 

1,256,858

 

Total Net Revenue

 

$

398,730

 

 

$

510,622

 

 

$

1,375,098

 

 

$

1,904,060

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gamer and Creator Peripherals

 

$

39,674

 

 

$

52,840

 

 

$

125,079

 

 

$

224,920

 

Gaming Components and Systems

 

 

58,183

 

 

 

68,973

 

 

 

171,553

 

 

 

288,934

 

        Total Gross Profit

 

$

97,857

 

 

$

121,813

 

 

$

296,632

 

 

$

513,854

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Margin:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gamer and Creator Peripherals

 

 

33.7

%

 

 

29.9

%

 

 

28.6

%

 

 

34.8

%

Gaming Components and Systems

 

 

20.7

%

 

 

20.7

%

 

 

18.3

%

 

 

23.0

%

Total Gross Margin

 

 

24.5

%

 

 

23.9

%

 

 

21.6

%

 

 

27.0

%



 

Corsair Gaming, Inc.

Preliminary Condensed Consolidated Balance Sheets

(Unaudited, in thousands)

 

 

 

December 31,

2022

 

 

December 31,

2021

 

Assets

 

 

 

 

 

 

 

 

  Current assets:

 

 

 

 

 

 

 

 

Cash and restricted cash

 

$

153,827

 

 

$

65,149

 

Accounts receivable, net

 

 

235,656

 

 

 

291,287

 

Inventories

 

 

192,717

 

 

 

298,315

 

Prepaid expenses and other current assets

 

 

40,593

 

 

 

51,024

 

  Total current assets

 

 

622,793

 

 

 

705,775

 

  Restricted cash, noncurrent

 

 

233

 

 

 

231

 

  Property and equipment, net

 

 

34,927

 

 

 

16,819

 

  Goodwill

 

 

347,747

 

 

 

317,054

 

  Intangible assets, net

 

 

216,255

 

 

 

225,709

 

  Other assets

 

 

75,290

 

 

 

71,808

 

Total assets

 

$

1,297,245

 

 

$

1,337,396

 

Liabilities

 

 

 

 

 

 

 

 

  Current liabilities:

 

 

 

 

 

 

 

 

Debt maturing within one year, net

 

$

6,495

 

 

$

4,753

 

Accounts payable

 

 

172,033

 

 

 

236,120

 

Other liabilities and accrued expenses

 

 

164,470

 

 

 

205,874

 

  Total current liabilities

 

 

342,998

 

 

 

446,747

 

  Long-term debt, net

 

 

232,170

 

 

 

242,898

 

  Deferred tax liabilities

 

 

18,054

 

 

 

25,700

 

  Other liabilities, noncurrent

 

 

48,589

 

 

 

53,871

 

Total liabilities

 

 

641,811

 

 

 

769,216

 

Temporary equity

 

 

 

 

 

 

 

 

  Redeemable noncontrolling interests

 

 

21,367

 

 

 

 

Permanent equity

 

 

 

 

 

 

 

 

  Corsair Gaming, Inc. stockholders’ equity:

 

 

 

 

 

 

 

 

Common stock and additional paid-in capital

 

 

593,496

 

 

 

470,373

 

Retained earnings

 

 

37,223

 

 

 

98,147

 

Accumulated other comprehensive loss

 

 

(6,881

)

 

 

(340

)

  Total Corsair Gaming, Inc. stockholders’ equity

 

 

623,838

 

 

 

568,180

 

  Nonredeemable noncontrolling interests

 

 

10,229

 

 

 

 

Total permanent equity

 

 

634,067

 

 

 

568,180

 

Total liabilities, temporary equity and permanent equity

 

$

1,297,245

 

 

$

1,337,396

 


 

Corsair Gaming, Inc.

Preliminary Condensed Consolidated Statements of Cash Flows

(Unaudited, in thousands)

 

 

Three Months Ended

December 31,

 

 

Year Ended

December 31,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

7,118

 

 

$

24,715

 

 

 

(53,946

)

 

$

100,960

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

 

5,281

 

 

 

3,579

 

 

 

22,158

 

 

 

17,235

 

Depreciation

 

 

3,033

 

 

 

2,719

 

 

 

10,728

 

 

 

10,300

 

Amortization

 

 

8,871

 

 

 

8,676

 

 

 

42,795

 

 

 

34,794

 

Debt issuance costs amortization

 

 

124

 

 

 

86

 

 

 

398

 

 

 

1,458

 

Loss on debt extinguishment

 

 

 

 

 

 

 

 

 

 

 

4,868

 

Deferred income taxes

 

 

(2,184

)

 

 

(5,406

)

 

 

(21,736

)

 

 

(11,962

)

Other

 

 

2,748

 

 

 

1,642

 

 

 

4,469

 

 

 

3,291

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(77,517

)

 

 

(38,112

)

 

 

55,845

 

 

 

444

 

Inventories

 

 

56,917

 

 

 

31,580

 

 

 

111,288

 

 

 

(71,316

)

Prepaid expenses and other assets

 

 

8,400

 

 

 

(5,387

)

 

 

1,268

 

 

 

(13,177

)

Accounts payable

 

 

8,163

 

 

 

(11,880

)

 

 

(65,928

)

 

 

(63,722

)

Other liabilities and accrued expenses

 

 

293

 

 

 

(17,081

)

 

 

(40,950

)

 

 

7,019

 

Net cash provided by (used in) operating activities

 

 

21,247

 

 

 

(4,869

)

 

 

66,389

 

 

 

20,192

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition of businesses, net of cash acquired

 

 

 

 

 

(3,162

)

 

 

(19,534

)

 

 

(4,846

)

Payment of deferred and contingent consideration

 

 

(90

)

 

 

(43

)

 

 

(185

)

 

 

(4,721

)

Purchase of property and equipment

 

 

(6,465

)

 

 

(3,297

)

 

 

(26,315

)

 

 

(10,974

)

Investment in available-for-sale convertible note

 

 

 

 

 

 

 

 

(1,000

)

 

 

 

Net cash used in investing activities

 

 

(6,555

)

 

 

(6,502

)

 

 

(47,034

)

 

 

(20,541

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from issuance of debt, net

 

 

 

 

 

 

 

 

 

 

 

248,513

 

Repayment of debt and debt issuance costs

 

 

(5,466

)

 

 

(1,418

)

 

 

(9,483

)

 

 

(328,392

)

Borrowings from line of credit

 

 

75,500

 

 

 

63,500

 

 

 

701,500

 

 

 

63,500

 

Repayments of line of credit

 

 

(75,500

)

 

 

(63,500

)

 

 

(701,500

)

 

 

(63,500

)

Proceeds from public offering, net of underwriting discounts and commissions and other offering costs

 

 

81,359

 

 

 

 

 

 

81,359

 

 

 

 

Proceeds from issuance of shares through employee equity incentive plans

 

 

2,883

 

 

 

3,379

 

 

 

7,015

 

 

 

14,872

 

Payment of taxes related to net share settlement of equity awards

 

 

(133

)

 

 

(182

)

 

 

(1,532

)

 

 

(397

)

Dividend paid to noncontrolling interests

 

 

(2,107

)

 

 

 

 

 

(4,312

)

 

 

 

Payment of contingent consideration

 

 

 

 

 

 

 

 

(438

)

 

 

 

Net cash provided by (used in) financing activities

 

 

76,536

 

 

 

1,779

 

 

 

72,609

 

 

 

(65,404

)

Effect of exchange rate changes on cash

 

 

1,150

 

 

 

(1,357

)

 

 

(3,284

)

 

 

(2,435

)

Net increase (decrease) in cash and restricted cash

 

 

92,378

 

 

 

(10,949

)

 

 

88,680

 

 

 

(68,188

)

Cash and restricted cash at the beginning of the period

 

 

61,682

 

 

 

76,329

 

 

 

65,380

 

 

 

133,568

 

Cash and restricted cash at the end of the period

 

$

154,060

 

 

$

65,380

 

 

$

154,060

 

 

$

65,380

 


 

Corsair Gaming, Inc.

GAAP to Non-GAAP Reconciliations

 

Non-GAAP Operating Income Reconciliations

(Unaudited, in thousands, except percentages)

 

 

 

Three Months Ended

December 31,

 

 

Three Months Ended

September 30,

 

 

Three Months Ended

December 31,

 

 

Year Ended

December 31,

 

 

 

2022

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Operating Income (loss) - GAAP

 

$

13,640

 

 

$

(10,988

)

 

$

25,137

 

 

$

(54,793

)

 

$

137,894

 

Amortization

 

 

9,430

 

 

 

10,352

 

 

 

8,676

 

 

 

43,354

 

 

 

34,794

 

Stock-based compensation

 

 

5,281

 

 

 

5,643

 

 

 

3,579

 

 

 

22,158

 

 

 

17,235

 

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

 

 

 

 

 

 

 

 

 

 

 

19,489

 

 

 

1,003

 

Restructuring costs

 

 

628

 

 

 

81

 

 

 

10

 

 

 

2,197

 

 

 

709

 

Acquisition-related and integration-related costs

 

 

338

 

 

 

326

 

 

 

216

 

 

 

1,134

 

 

 

1,343

 

Non-deferred offering costs

 

 

 

 

 

324

 

 

 

 

 

 

324

 

 

 

1,031

 

Other

 

 

245

 

 

 

169

 

 

 

850

 

 

 

723

 

 

 

508

 

Adjusted Operating Income - Non-GAAP

 

$

29,562

 

 

$

5,907

 

 

$

38,468

 

 

$

34,586

 

 

$

194,517

 

As a % of net revenue - GAAP

 

 

3.4

%

 

 

-3.5

%

 

 

4.9

%

 

 

-4.0

%

 

 

7.2

%

As a % of net revenue - Non-GAAP

 

 

7.4

%

 

 

1.9

%

 

 

7.5

%

 

 

2.5

%

 

 

10.2

%


 

Corsair Gaming, Inc.

GAAP to Non-GAAP Reconciliations

 

Non-GAAP Net Income and Net Income Per Share Reconciliations

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

 

 

 

Three Months Ended

December 31,

 

 

Three Months Ended

September 30,

 

 

Three Months Ended

December 31,

 

 

Year Ended

December 31,

 

 

 

2022

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Net Income (loss) - GAAP

 

$

7,118

 

 

$

(5,945

)

 

$

24,715

 

 

$

(53,946

)

 

$

100,960

 

Amortization

 

 

9,430

 

 

 

10,352

 

 

 

8,676

 

 

 

43,354

 

 

 

34,794

 

Stock-based compensation

 

 

5,281

 

 

 

5,643

 

 

 

3,579

 

 

 

22,158

 

 

 

17,235

 

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

 

 

 

 

 

 

 

 

 

 

 

19,489

 

 

 

1,003

 

Restructuring costs

 

 

628

 

 

 

81

 

 

 

10

 

 

 

2,197

 

 

 

709

 

Acquisition-related and integration-related costs

 

 

338

 

 

 

326

 

 

 

216

 

 

 

1,134

 

 

 

1,343

 

Asset impairment charge

 

 

1,000

 

 

 

 

 

 

 

 

 

1,000

 

 

 

 

Non-deferred offering costs

 

 

 

 

 

324

 

 

 

 

 

 

324

 

 

 

1,031

 

Loss on debt extinguishment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,904

 

Other

 

 

245

 

 

 

169

 

 

 

850

 

 

 

723

 

 

 

508

 

Non-GAAP income tax adjustment

 

 

(3,369

)

 

 

(3,343

)

 

 

(3,330

)

 

 

(17,984

)

 

 

(17,582

)

Adjusted Net Income - Non-GAAP

 

$

20,671

 

 

$

7,607

 

 

$

34,716

 

 

$

18,449

 

 

$

144,905

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted Net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted, Non-GAAP

 

$

0.20

 

 

$

0.08

 

 

$

0.35

 

 

$

0.18

 

 

$

1.45

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted, Non-GAAP

 

 

102,340

 

 

 

99,769

 

 

 

99,657

 

 

 

100,557

 

 

 

100,004

 


 

Corsair Gaming, Inc.

GAAP to Non-GAAP Reconciliations

 

Adjusted EBITDA Reconciliations

(Unaudited, in thousands, except percentages)

 

 

 

Three Months Ended

December 31,

 

 

Three Months Ended

September 30,

 

 

Three Months Ended

December 31,

 

 

Year Ended

December 31,

 

 

 

2022

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Net Income (loss) - GAAP

 

$

7,118

 

 

$

(5,945

)

 

$

24,715

 

 

$

(53,946

)

 

$

100,960

 

Amortization

 

 

9,430

 

 

 

10,352

 

 

 

8,676

 

 

 

43,354

 

 

 

34,794

 

Stock-based compensation

 

 

5,281

 

 

 

5,643

 

 

 

3,579

 

 

 

22,158

 

 

 

17,235

 

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

 

 

 

 

 

 

 

 

 

 

 

19,489

 

 

 

1,003

 

Depreciation

 

 

3,033

 

 

 

2,546

 

 

 

2,719

 

 

 

10,728

 

 

 

10,300

 

Interest expense (includes loss on debt extinguishment)

 

 

3,497

 

 

 

2,734

 

 

 

1,017

 

 

 

9,186

 

 

 

17,673

 

Restructuring costs

 

 

628

 

 

 

81

 

 

 

10

 

 

 

2,197

 

 

 

709

 

Acquisition-related and integration-related costs

 

 

338

 

 

 

326

 

 

 

216

 

 

 

1,134

 

 

 

1,343

 

Asset impairment charge

 

 

1,000

 

 

 

 

 

 

 

 

 

1,000

 

 

 

 

Non-deferred offering costs

 

 

 

 

 

324

 

 

 

 

 

 

324

 

 

 

1,031

 

Other

 

 

245

 

 

 

169

 

 

 

850

 

 

 

723

 

 

 

508

 

Tax expense (benefit)

 

 

1,442

 

 

 

(6,115

)

 

 

(2,254

)

 

 

(9,820

)

 

 

13,600

 

Adjusted EBITDA - Non-GAAP

 

$

32,012

 

 

$

10,115

 

 

$

39,528

 

 

$

46,527

 

 

$

199,156

 

Adjusted EBITDA margin - Non-GAAP

 

 

8.0

%

 

 

3.2

%

 

 

7.7

%

 

 

3.4

%

 

 

10.5

%

 

Slide 1

Q4 & FISCAL YEAR 2022 FINANCIAL RESULTS February 9, 2023 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 continuing COVID-19 pandemic, including the cessation of pandemic-related restrictions and re-impositions of such restrictions upon outbreaks, 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 instability, such as the war between Russia and Ukraine, and any sanctions or other geopolitical tensions that may 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; the impact of the coronavirus on the Company’s business; 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 and Corsair's Annual Report on Form 10-K for the year ended December 31, 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

Q4 2022 MARKET UPDATE

Slide 4

SELF BUILT GAMING PC MARKET SHOWED GOOD HOLIDAY PERFORMANCE AND GOOD GROWTH OVER PRE-PANDEMIC Management estimates based on leading 3rd party analysis US Full Year ($) EU Full Year (€) US Q4 only ($) EU Q4 only (€)

Slide 5

GAMING PERIPHERAL MARKET SOFTER, BUT STARTED TO RECOVER IN Q4 AND WELL OVER PRE-PANDEMIC LEVELS US Full Year ($) EU Full Year (€) US Q4 only ($) EU Q4 only (€) Management estimates based on leading 3rd party analysis – Gaming Peripherals – Keyboards, Headsets and Mice

Slide 6

CHANNEL INVENTORY REDUCTION OF OVER $100M DURING 2022, NOW BACK AT TARGET LEVELS Management estimates based on reporting from inventory levels from Channel partners

Slide 7

KEY PRODUCT ANNOUNCEMENTS

Slide 8

XENEON FLEX 45WQHD240 OLED A flagship 45in 240Hz bendable OLED gaming monitor created in partnership with LG Display. Combining a cutting-edge 240Hz high-refresh-rate OLED panel with the ability to manually adjust its curvature. “It’s one of the best gaming experiences I’ve had in a long while.” - LINUS TECH TIPS

Slide 9

FACECAM PRO Facecam Pro is the new benchmark for quality in the global webcam industry. Enabling professional creators, streamers and digital presenters who need 4K @ 60fps to create the highest-quality content. Most high-end webcams, and even DSLR cameras, only record at 4K/30fps or 1080/60fps.

Slide 10

STREAM DECK + An enhanced version of our industry-leading Stream Deck. Offering eight Stream Deck LCD buttons, a full-width LCD touchscreen and four dials to provide near limitless customization. The four dials provide tactile analogue control across a wide range of uses, adjusting brightness, lighting audio volume or color temperature. As an audio station, production console or studio controller, Stream Deck + continues to expand the Stream Deck user base to creative professionals, production and beyond. Fully integrates into Corsair and Elgato ecosystems.

Slide 11

RMx SHIFT POWER SUPPLIES 2023 will see Corsair launch several new products to make system builds substantially easier, removing barriers to entry for people to build a PC and helping to make PC building more accessible to a whole new group of customers. RMx SHIFT is the first of this initiative, with a revolutionary side-mounted connector layout that makes cable installation and routing much easier.  RMx SHIFT and all new Corsair PSUs, are future proof with compatibility for ATX 3.0 – the new industry power supply standard, with support for next-gen graphics cards,  strengthening our market-leader position in enthusiast PSU.

Slide 12

iCUE MURALS iCUE Murals is a major new feature built into our iCUE software suite, substantially improving the user experience and allowing customers to easily setup, customize and sync lighting effects across their entire setup. Deep integration with Nanoleaf and Philips HUE lighting ecosystems expands the capability of iCUE beyond Corsair products. Turns an image, a video, or even your music, into an amazing lighting profile in seconds.

Slide 13

FINANCIAL RESULTS

Slide 14

2022 AND Q4’22 RESULTS(1) Channel inventory depleted by over $100 million in 2022, now in balance, meaning sales out to the consumer were ~$100 million higher than sales into the channel. Q4 continued margin improvement as freight costs have come down and started to flow through P&L, as well as better absorption on higher volumes. Demand for Gaming PCs saw a lift following new graphics card and processor launches by NVIDIA, AMD and Intel in Q4 2022. Further launches of mid-range/mainstream graphics card are expected in 2023. See appendix for reconciliation of non-GAAP metrics to most comparable GAAP metrics. *      2022 Gross Profit and Gross Profit Margin adjusted by $19.5 million or 140 bps for the Q2'22 inventory reserve in excess of normal run rate to address overhang in the channel

Slide 15

MARGINS IMPROVED AS PLANNED WITH FREIGHT COST AND INVENTORY BACK TO NORMAL LEVELS SEGMENT GROSS PROFIT * SEGMENT GROSS MARGIN * * 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 16

MARGIN IMPROVEMENT DRIVING UP ADJUSTED EBITDA IN Q4 See appendix for reconciliation of non-GAAP metrics to most comparable GAAP metrics.

Slide 17

FINANCIAL GUIDANCE FY2023(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.

Slide 18

DEBT SUMMARY, INCREASED CASH POSITION Quarterly interest expense estimated at $4 million in 2023. 2022 CAPEX excluding one-time capex spend on new headquarter was $13 million or 0.9% of revenues. Net receipts from Q4'22 offering was approximately $81 million.

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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)

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