Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information of our Common Stock
Our common stock is traded on the Nasdaq Global Select Market under the symbol “CRSR”.
Holders
According to the records of our transfer agent, there were 19 holders of record of our common stock on February 26, 2021. Because many of such shares are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.
Dividend Policy
We intend to retain all available funds and any future earnings, if any, to fund the development and expansion of our business, and we do not anticipate paying any cash dividends in the foreseeable future. Any future determination related to dividend policy will be made at the discretion of our board of directors and will depend on a number of factors, including future earnings, capital requirements, financial conditions, future prospects, contractual restrictions and covenants and other factors that our board of directors may deem relevant. Further, our credit facilities also contain restrictions on our ability to pay dividends or make distributions in respect of our common stock or redemptions or repurchases of our common stock and future credit facilities or other borrowing arrangements may contain similar provisions.
Stock Performance Graph
This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC, for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act.
The graph below compares (i) the cumulative total stockholder return on our common stock from September 23, 2020 (the date our common stock commenced trading on Nasdaq Global Select Market) through December 31, 2020 with (ii) the cumulative total
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return of the Nasdaq Composite Index and the S&P Information Technology Index over the same period, assuming the investment of $100 in our common stock and in both of the indices on September 23, 2020 and the reinvestments of dividends, if any.
Unregistered Sales of Equity Securities
From January 1, 2020 through December 31, 2020, there were no sales or issuances of unregistered securities that were not otherwise reported in a Form 10-Q or Form 8-K.
Issuer Purchases of Equity Securities
Other than nine shares of common stock that were repurchased in connection with our Reorganization in September 2020, we did not repurchase any of our equity securities during the fiscal year ended December 31, 2020.
Item 6. Selected Financial Data.
The following selected financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the combined consolidated financial statements and related notes thereto included elsewhere in this Annual Report on Form 10-K.
In connection with the consummation of the IPO of our common stock, we completed a corporate reorganization, which was accounted for as a combination of entities under common control. As a result of the Acquisition Transaction, we applied purchase
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accounting and a new basis of accounting beginning on August 28, 2017, the date of the Acquisition Transaction. Further, we were required by GAAP to record all assets and liabilities at fair value as of the effective date of the Acquisition Transaction. Accordingly, the financial statements are presented for two periods: (i) the accounts of Corsair Components (Cayman) Ltd. and its wholly-owned subsidiaries through August 27, 2017 and (ii) our and our subsidiaries’ accounts on and after August 28, 2017. We refer to the periods through August 27, 2017 as the Predecessor and the periods on and after August 28, 2017 as the Successor.
The selected statement of operations data for the year ended December 31, 2016 and the period from January 1, 2017 to August 27, 2017, which relate to the Predecessor, and for the period from August 28, 2017 to December 31, 2017, which relate to the Successor, and the selected balance sheet data as of December 31, 2016, 2017 and 2018 are derived from audited financial statements that are not included in this Annual Report on Form 10-K. The selected statement of operations data for the years ended December 31, 2018, 2019 and 2020 and the selected balance sheet data as of December 31, 2019 and 2020, which relate to the Successor, are derived from audited financial statements that are included elsewhere in this Annual Report on Form 10-K. Our historical results are not necessarily indicative of the results that may be expected in the future.
Although the period from January 1, 2017 to August 27, 2017 relates to the Predecessor and the period from August 28, 2017 to December 31, 2017 relates to the Successor, in order to assist in the period to period comparison, we are presenting an unaudited pro forma statement of operations for the year ended December 31, 2017. See “Unaudited Pro Forma Financial Information for the Acquisition Transaction” included in final prospectus on Form 424B filed with the SEC on September 24, 2020 for an explanation of the pro forma amounts.
Successor
Predecessor
Year Ended December 31,
Pro Forma
Year Ended
December 31,
Period from
August 28 to
December 31,
Period from
January 1 to
August 27,
Year Ended
December 31,
2020
2019
2018
2017
2017
2017
2016
(Unaudited)
(in thousands, except per share amount)
(in thousands)
Net revenues
$
1,702,367
$
1,097,174
$
937,553
$
855,549
$
366,110
$
489,439
$
595,402
Cost of revenue
1,236,938
872,887
744,858
683,058
289,854
393,204
467,424
Gross profit
465,429
224,287
192,695
172,491
76,256
96,235
127,978
Operating expenses:
Sales, general and administrative
257,004
163,033
138,915
117,596
54,526
69,326
73,175
Product development
50,064
37,547
31,990
25,598
9,199
11,955
14,997
Total operating expenses
307,068
200,580
170,905
143,194
63,725
81,281
88,172
Operating income
158,361
23,707
21,790
29,297
12,531
14,954
39,806
Other (expense) income:
Interest expense
(35,137
)
(35,548
)
(32,680
)
(24,490
)
(8,753
)
(2,249
)
(3,474
)
Other (expense) income, net
(1,182
)
(1,558
)
183
517
(96
)
613
(2,236
)
Total other expense, net
(36,319
)
(37,106
)
(32,497
)
(23,973
)
(8,849
)
(1,636
)
(5,710
)
Income (loss) before income taxes
122,042
(13,399
)
(10,707
)
5,324
3,682
13,318
34,096
Income tax (expense) benefit
(18,825
)
5,005
(3,013
)
2,115
1,877
(4,775
)
(5,519
)
Net income (loss)
$
103,217
$
(8,394
)
$
(13,720
)
$
7,439
$
5,559
$
8,543
$
28,577
Net income (loss) per share (1)
Basic
$
1.20
$
(0.11
)
$
(0.18
)
$
0.07
Diluted
$
1.14
$
(0.11
)
$
(0.18
)
$
0.07
Weighted-average shares used to compute net
income (loss) per share
Basic
86,256
76,223
75,458
75,025
Diluted
90,577
76,223
75,458
75,025
(1)
Net income per share information for the Predecessor periods is not presented because it is not meaningful due to the change in capital structure that occurred as a result of the Acquisition Transaction.
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Successor
Predecessor
As of December 31,
As of
December 31,
2020
2019
2018
2017
2016
Cash and restricted cash
$
133,568
$
51,947
$
27,920
$
19,030
$
49,014
Inventories
226,007
151,063
149,022
114,986
94,854
Working capital
185,590
129,880
97,199
102,081
90,344
Intangible assets, net
259,317
291,027
247,812
259,363
19
Goodwill
312,760
312,750
226,679
203,122
—
Total assets
1,314,115
1,059,718
810,993
734,607
236,716
Debt, net
321,393
505,812
422,717
284,156
70,959
Deferred tax liabilities
29,752
33,820
34,690
42,314
151
Convertible preferred stock
—
—
—
—
69,231
Retained earnings (accumulated deficit)
(2,813
)
(106,030
)
(1)
(93,161
)
(1)
5,560
33,990
Total stockholders' (deficit) equity
437,390
216,775
162,702
254,661
(38,229
)
(1)
Reflects the payment of an $85 million special dividend. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”
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