Corsair Gaming, Inc. 10-K

Item 8. Financial Statements and Supplementary Data. INDEX TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm 62 Combined Consolidated Statements of Operations - Years ended December 31, 2020, 2019, and 2018 64 Combined Consolidated Statements of Comprehensive Income (Loss) – Years ended December 31, 2020, 2019, and 2018 65 Combined Consolidated Balance Sheets – As of December 31, 2020 and 2019 66 Combined Consolidated Statements of Stockholders’ Equity - Years ended December 31, 2020, 2019, and 2018 67 Combined Consolidated Statements of Cash Flows - Years ended December 31, 2020 and 2019, and 2018 68 Notes to Combined Consolidated Financial Statements 69 61 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Corsair Gaming, Inc.: Opinion on the Combined Consolidated Financial Statements We have audited the accompanying combined consolidated balance sheets of Corsair Gaming, Inc. and subsidiaries (the Company) as of December 31, 2020 and 2019, the related combined consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three‑year period ended December 31, 2020, and the related notes and financial statement schedule II (collectively, the combined consolidated financial statements). In our opinion, the combined consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles. Change in Accounting Principle As discussed in Note 2 to the combined consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2020, due to the adoption of Accounting Standards Codification (ASC) 842, Leases , and has changed its method of accounting for revenue as of January 1, 2019, due to the adoption of ASC 606, Revenue from Contracts with Customers. Basis for Opinion These combined consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these combined consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the combined consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the combined consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the combined consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the combined consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the combined consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the combined consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Evaluation of the transaction price in contracts with customers As discussed in Note 2 to the combined consolidated financial statements, the transaction price received by the Company from sales to distributors and retailers is net of variable consideration that may include product returns and customer incentives. Estimates of expected future product returns are recorded based on historical return rates, among other factors. Customer incentive programs include special pricing arrangements, promotions, rebates, volume-based incentives, and price protection credits for certain customers. The amounts recorded for accrued reserves for sales returns and accrued reserves for customer incentive programs were $35,673,000 and $49,619,000, respectively, as of December 31, 2020. We identified the evaluation of the transaction price in contracts with customers as a critical audit matter. Subjective auditor judgment was required to evaluate changes in conditions and events affecting the Company’s (1) historical return rates, and 62 Table of Contents (2) length of time between when a sale occurs and a return is processed, which are used to determine accrued sales returns. In addition, subjective auditor judgment was required to evaluate the reliability of data used to determine the accrual for certain accrued reserves for customer incentive programs. The following are the primary procedures we performed to address this critical audit matter. We evaluated the historical sales return rate by assessing the historical relationship between sales and returns, considering the effect of external market conditions obtained from peer company data and market publications. We evaluated the length of time between when a sale occurs and return is processed by comparing (1) the return date obtained from return claims from customers to (2) the estimated date the sale occurred obtained from supporting documentation. We evaluated the reliability of data used to determine the accrual for certain customer incentive programs by selecting a sample of incentives recorded during the year and (1) comparing the key inputs to correspondence with customers and customer agreements, and (2) recalculating the total incentive amount and comparing it to the incentive recorded and the claim from the customer if it was received by the Company before December 31, 2020. We have served as the Company’s auditor since 2007. /s/ KPMG LLP San Francisco, California March 11, 2021 63 Table of Contents Corsair Gaming, Inc. Combined Consolidated Statements of Operations (In thousands, except per share amounts) Year Ended December 31, 2020 2019 2018 Net revenue $ 1,702,367 $ 1,097,174 $ 937,553 Cost of revenue 1,236,938 872,887 744,858 Gross profit 465,429 224,287 192,695 Operating expenses: Sales, general and administrative 257,004 163,033 138,915 Product development 50,064 37,547 31,990 Total operating expenses 307,068 200,580 170,905 Operating income 158,361 23,707 21,790 Other (expense) income: Interest expense ( 35,137 ) ( 35,548 ) ( 32,680 ) Other (expense) income, net ( 1,182 ) ( 1,558 ) 183 Total other expense, net ( 36,319 ) ( 37,106 ) ( 32,497 ) Income (loss) before income taxes 122,042 ( 13,399 ) ( 10,707 ) Income tax (expense) benefit ( 18,825 ) 5,005 ( 3,013 ) Net income (loss) $ 103,217 $ ( 8,394 ) $ ( 13,720 ) Net income (loss) per share Basic $ 1.20 $ ( 0.11 ) $ ( 0.18 ) Diluted $ 1.14 $ ( 0.11 ) $ ( 0.18 ) Weighted-average shares used to compute net income (loss) per share Basic 86,256 76,223 75,458 Diluted 90,577 76,223 75,458 The accompanying notes are an integral part of these combined consolidated financial statements. 64 Table of Contents Corsair Gaming, Inc. Combined Consolidated Statements of Comprehensive Income (Loss) (In thousands) Years Ended December 31, 2020 2019 2018 Net income (loss) $ 103,217 $ ( 8,394 ) $ ( 13,720 ) Other comprehensive gain (loss): Foreign currency translation adjustments, net of zero tax 2,477 490 ( 706 ) Unrealized foreign exchange gain (loss) from long-term intercompany loans, net of tax benefit (expense) of $( 150 ), $ 55 , and $ 300 for the years ended December 31, 2020, 2019, and 2018, respectively 1,221 ( 278 ) ( 1,520 ) Comprehensive income (loss) $ 106,915 $ ( 8,182 ) $ ( 15,946 ) The accompanying notes are an integral part of these combined consolidated financial statements. 65 Table of Contents Corsair Gaming, Inc. Combined Consolidated Balance Sheets (In thousands, except per share amounts) December 31, 2020 2019 Assets Current assets: Cash $ 129,543 $ 48,165 Restricted cash 3,795 3,552 Accounts receivable, net 293,629 202,334 Inventories 226,007 151,063 Prepaid expenses and other current assets 37,997 24,696 Total current assets 690,971 429,810 Property and equipment, net 16,475 15,365 Goodwill 312,760 312,750 Intangible assets, net 259,317 291,027 Restricted cash, noncurrent 230 230 Other assets 34,362 10,536 TOTAL ASSETS $ 1,314,115 $ 1,059,718 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 299,636 $ 182,025 Current portion of debt, net — 2,364 Other liabilities and accrued expenses 205,745 115,541 Total current liabilities 505,381 299,930 Debt, net including related party balance of nil and $ 5,779 as of December 31, 2020 and 2019, respectively 321,393 503,448 Deferred tax liabilities 29,752 33,820 Other liabilities, noncurrent 20,199 5,745 TOTAL LIABILITIES 876,725 842,943 Commitments and Contingencies (Note 9) Stockholders’ Equity: Preferred stock, $ 0.0001 par value: 5,000 shares and nil authorized; nil and nil issued and outstanding as of December 31, 2020 and 2019, respectively — — Common stock, $ 0.0001 par value: 300,000 shares and 100,000 shares authorized; 91,935 and 84,079 shares issued and outstanding as of December 31, 2020 and 2019, respectively 9 8 Additional paid-in capital 438,667 324,968 Accumulated deficit ( 2,813 ) ( 106,030 ) Accumulated other comprehensive income (loss) 1,527 ( 2,171 ) Total Stockholders’ Equity 437,390 216,775 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,314,115 $ 1,059,718 The accompanying notes are an integral part of these combined consolidated financial statements. 66 Table of Contents Corsair Gaming, Inc. Combined Consolidated Statements of Stockholders’ Equity (In thousands) Common Stock Additional Paid-in Retained Earnings (Accumulated Accumulated Other Comprehensive Total Stockholders’ Shares Amount Capital Deficit) Income (Loss) Equity Balance as of December 31, 2017 75,025 $ 8 $ 249,251 $ 5,559 $ ( 157 ) $ 254,661 Issuance of common stock in relation to acquisition 868 — 6,226 — — 6,226 Issuance of common stock for stock option exercises 3 — 10 — — 10 Dividends paid to common stockholders — — — ( 85,000 ) — ( 85,000 ) Stock-based compensation — — 2,751 — — 2,751 Other comprehensive loss — — — — ( 2,226 ) ( 2,226 ) Net loss — — — ( 13,720 ) — ( 13,720 ) Balance as of December 31, 2018 75,896 8 258,238 ( 93,161 ) ( 2,383 ) 162,702 Cumulative effect of adoption of new accounting standard — — — ( 3,686 ) — ( 3,686 ) Issuance of common stock in relation to acquisitions 1,322 — 10,000 — — 10,000 Issuance of common stock for stock option exercises 34 — 124 — — 124 Issuance of common stock for capital contribution from stockholders 7,046 — 53,500 — — 53,500 Repurchase of common stock ( 219 ) — ( 742 ) ( 789 ) — ( 1,531 ) Stock-based compensation — — 3,848 — — 3,848 Other comprehensive income — — — — 212 212 Net loss — — — ( 8,394 ) — ( 8,394 ) Balance as of December 31, 2019 84,079 8 324,968 ( 106,030 ) ( 2,171 ) 216,775 Issuance of common stock to directors 20 — — — — — Issuance of common stock for stock option exercises 327 — 1,337 — — 1,337 Issuance of common stock upon vesting of restricted stock units 9 — — — — — Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and other offering costs 7,500 1 106,566 — — 106,567 Stock-based compensation — — 5,796 — — 5,796 Other comprehensive income — — — — 3,698 3,698 Net income — — — 103,217 — 103,217 Balance as of December 31, 2020 91,935 $ 9 $ 438,667 $ ( 2,813 ) $ 1,527 $ 437,390 The accompanying notes are an integral part of these combined consolidated financial statements. 67 Table of Contents Corsair Gaming, Inc. Combined Consolidated Statements of Cash Flows (in thousands) Year Ended December 31, 2020 2019 2018 Cash flows from operating activities: Net income (loss) $ 103,217 $ ( 8,394 ) $ ( 13,720 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Stock-based compensation 5,796 3,848 2,751 Depreciation 9,318 7,384 5,670 Amortization of intangible assets 33,916 30,123 30,893 Debt issuance costs amortization 2,550 2,989 3,420 Loss on debt extinguishment 4,114 — — Deferred income taxes ( 7,476 ) ( 11,535 ) ( 3,017 ) Other 2,594 ( 347 ) ( 36 ) Changes in operating assets and liabilities: Accounts receivable ( 91,492 ) ( 48,033 ) ( 7,339 ) Inventories ( 80,086 ) 15,711 ( 29,753 ) Prepaid expenses and other assets ( 7,953 ) ( 1,619 ) ( 10,869 ) Accounts payable 116,522 16,203 25,835 Other liabilities and accrued expenses 77,933 30,773 ( 3,413 ) Net cash provided by operating activities 168,953 37,103 422 Cash flows from investing activities: Acquisition of business, net of cash acquired ( 1,291 ) ( 126,104 ) ( 30,210 ) Payment of deferred consideration — ( 10,300 ) — Purchase of property and equipment ( 8,989 ) ( 8,848 ) ( 8,345 ) Purchase of intangible asset — ( 175 ) — Net cash used in investing activities ( 10,280 ) ( 145,427 ) ( 38,555 ) Cash flows from financing activities: Proceeds from issuance of debt, net — 113,885 113,575 Repayment of debt ( 190,394 ) ( 3,969 ) ( 3,088 ) Payment of debt issuance costs ( 194 ) ( 2,450 ) ( 1,836 ) (Repayments of) borrowings from line of credit, net — ( 27,000 ) 27,000 Proceeds from initial public offering, net of $ 8,925 underwriting discounts and commissions 118,575 — — Payment of other offering costs ( 8,455 ) ( 245 ) ( 3,307 ) Proceeds from issuance of common stock to common stockholders — 53,500 — Cash dividends paid to common stockholders — — ( 85,000 ) Repurchase of common stock — ( 1,531 ) — Proceeds from exercise of stock options 1,337 124 10 Net cash provided by (used in) financing activities ( 79,131 ) 132,314 47,354 Effect of exchange rate changes on cash 2,079 37 ( 331 ) Net increase in cash and restricted cash 81,621 24,027 8,890 Cash and restricted cash at the beginning of the period 51,947 27,920 19,030 Cash and restricted cash at the end of the period $ 133,568 $ 51,947 $ 27,920 Supplemental cash flow disclosures: Cash paid for interest $ 27,957 $ 32,842 $ 28,865 Cash paid for income taxes 13,505 571 6,122 Supplemental disclosure of non-cash investing and financing activities: Equipment purchased and unpaid at period end $ 1,832 $ 927 $ 2,660 Issuance of common stock relating to business acquisitions — 10,000 6,226 Deferred purchase consideration (Note 5) 145 7,641 10,331 Measurement period adjustments relating to business acquisitions 1,531 — — Deferred offering costs included in accounts payable and accrued expenses — 2,255 1,989 The accompanying notes are an integral part of these combined consolidated financial statements. 68 Table of Contents Corsair Gaming, Inc. Notes to Combined Consolidated Financial Statements 1. Description of Business and Basis of Presentation Description of Business Corsair Gaming, Inc., a Delaware corporation, together with its subsidiaries (collectively, “Corsair” the “Company”, “we”, “us”, or “our”) , is a global provider and innovator of high-performance gear for gamers, streamers and content creators. Corsair is organized into two reportable segments: • Gamer and creator peripherals . Includes our high-performance gaming keyboards, mice, headsets, controllers, and our streaming gear including capture cards, Stream Decks, USB microphones, studio accessories and EpocCam software, as well as coaching and training services, among others. • Gaming components and systems . Includes our high-performance power supply units, or PSUs, cooling solutions, computer cases, DRAM modules, as well as high-end prebuilt and custom-built gaming PCs, among others. Reorganization On September 15, 2020, a corporate reorganization (the “Reorganization”) was consummated whereby we now own directly and indirectly all of the operating subsidiaries and assets that were formerly owned by Corsair Group (Cayman), LP (the “Parent”) and Corsair Group (US), LLC, a minority interest holder. The Parent is a limited partnership domiciled in the Cayman Islands. The Parent and Corsair Group (US), LLC are under common control of the affiliates of EagleTree Capital, LP, a private equity investment firm. Prior to the Reorganization, the North American and international operations of Corsair were conducted by certain operating subsidiaries held by separate entities, Corsair Gaming, Inc. and Corsair Holdings (Lux) S.à r.l. (or “Corsair Luxco”) , respectively, each of which was substantially owned by and under common control of the Parent. The Reorganization was comprised of a series of steps as set forth below: • The Parent acquired the minority interest held by Corsair Group (US), LLC in exchange for its own units. • Corsair Gaming, Inc. acquired all of the outstanding capital stock of Corsair Luxco from the Parent in exchange for its own stock. • In order for management and certain other partnership unit holders of the Parent to hold Corsair’s common stock directly, we entered into exchange agreements with such holders to exchange the Parent’s units for shares of Corsair’s common stock on a pro rata basis relative to their holdings in the Parent prior to the Reorganization. • The Parent’s 2017 Equity Incentive Program was assumed by Corsair and all of the outstanding options to acquire units under the Parent’s 2017 Equity Incentive Program were converted into options to purchase Corsair’s common stock on a pro rata basis with an adjusted exercise price to reflect the assumption. • We implemented a 1-for- 28,693.596843964 stock split resulting in there being 84,405,366 shares of Corsair’s common stock outstanding and 10,029,388 options outstanding to purchase Corsair’s common stock as of the date of the Reorganization. As all legal entities included in the Reorganization are under common control of the Parent, all steps of the Reorganization were accounted for as a combination of entities under common control. Unless otherwise indicated, the accompanying combined consolidated financial statements and related notes that reference Corsair’s capitalization, including other matters relating to equity, share, and per share information, have been retroactively revised to reflect the Reorganization for all periods presented. Accordingly, references in the footnotes related to transactions entered into by the Parent involving the Parent’s units or options to purchase the Parent’s units have been revised as common share equivalents of Corsair and options to purchase shares of Corsair’s common stock using the ratio of Corsair’s issued and outstanding shares immediately post-Reorganization to the Parent’s issued and outstanding units immediately post-Reorganization but prior to the unit exchanges described above. 69 Table of Contents Corsair Gaming, Inc. Notes to Combined Consolidated Financial Statements — Continued Initial Public Offering and Secondary Offering On September 25, 2020, we completed our initial public offering (IPO) . In connection with the IPO, we sold 7,500,000 shares of common stock at $ 17.00 per share, resulting in proceeds of $ 118.6 million, net of the underwriting discounts and commissions and before offering costs. In connection with the IPO, certain selling stockholders sold 6,500,000 shares of common stock at $ 17.00 per share. Subsequent to the IPO, certain selling stockholders further sold 1,135,375 shares pursuant to the underwriters’ exercise of their option to purchase additional shares. On January 26, 2021, we completed a secondary offering of our common stock where certain selling stockholders sold 8,625,000 , shares of common stock at $ 35.00 per share. We did no t receive any of the proceeds from the sale of shares by the selling stockholders. Deferred offering costs consist primarily of accounting, legal, and other fees related to the IPO. Prior to the IPO, all deferred offering costs were capitalized in other assets in the combined consolidated balance sheets. After the IPO, $ 12.0 million of deferred offering costs were reclassified into stockholders’ equity as a reduction of the IPO proceeds in the combined consolidated balance sheet as of December 31, 2020. The amount of deferred offering costs capitalized as of December 31, 2019 was $ 5.8 million. Basis of Presentation The accompanying combined consolidated financial statements include those of Corsair and its subsidiaries, after elimination of all intercompany balances and transactions. These combined consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). 2. Summary of Significant Accounting Policies Use of Estimates The preparation of combined consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the combined consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates include, but are not limited to, the valuation of intangible assets, accounts receivable, sales return reserves, reserves for customer incentives, warranty reserves, inventory, derivative instruments, stock-based compensation, deferred income tax, and common stock (prior to the IPO completed in September 2020). These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. We adjust such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Risks and Uncertainties related to the COVID-19 Pandemic Due to the COVID-19 pandemic, there has been and will continue to be uncertainty and disruption in the global economy and financial markets. Since early 2020, we have experienced some business disruptions due to COVID-19 including the stoppage in our factories in early 2020, disruption in our supply chain and increased distribution costs, which led to an increase in operating costs. This negative financial impact has been offset by strong revenue growth year-over-year partly due to an increase in demand for our gear as more people in more countries are under shelter-in-place restrictions. The increase in demand continued into the second half of 2020 as the COVID-19 pandemic continues. However, as the global economic activity slows down, the demand for our gear could decline despite these trends. The extent to which the COVID-19 outbreak ultimately impacts our business, sales, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Even after the COVID-19 outbreak has subsided, we may continue to experience significant impacts to our business as a result of its global economic impact, including any economic downturn or recession that has occurred or may occur in the future. As of the date of issuance of these combined consolidated financial statements, we are not aware of any specific event or circumstance that would require updates to our estimates and judgments or revisions due to COVID-19 to the carrying value of our 70 Table of Contents Corsair Gaming, Inc. Notes to Combined Consolidated Financial Statements — Continued assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the combined consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences m ay be material to the combined consolidated financial statements. Revenue Recognition Our products are primarily sold through a network of distributors and retailers, including online retailers, and to a lesser extent direct to consumers. We sell hardware products, such as gamer and creator peripherals and gaming components and systems, which may include embedded software that provides advanced performance tuning, user customization and system monitoring. Hardware devices are generally plug and play, requiring no configuration and little or no installation. Under Topic 605, we recognized revenue when persuasive evidence of an arrangement exists, delivery has occurred, title has transferred, the price becomes fixed or determinable and collectability is reasonably assured. Evidence of an arrangement existed when there is a customer contract or a standard customer purchase order. We considered delivery complete when title and risk of loss transfer to the customer, which is generally upon shipment, but no later than physical receipt by the customer. On January 1, 2019 we adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of December 31, 2018. Results for reporting periods beginning after December 31, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported under Topic 605. Under Topic 606, we determine revenue recognition through the following steps: • identification of the contract, or contracts, with the customer • identification of the performance obligations in the contract • determination of the transaction price • allocation of the transaction price to the performance obligations in the contract, and • recognition of revenue when, or as the performance obligation is fulfilled With the adoption of Topic 606, revenue is recognized when performance obligations are satisfied under the terms of the contracts, and control of the products is transferred to the customers in an amount that reflects the consideration we expect to receive from the customers in exchange for those products or services. Generally, the control of the products is transferred to the customer occurs upon shipment or delivery to customer. Our revenue recognition policies are consistent worldwide. Our products are primarily sold through a network of distributors and retailers, including online retailers, and to a lesser extent direct to consumers. We sell hardware products, such as gamer and creator peripherals and gaming components and systems. These products are hardware devices, which may include embedded software that function together, and are considered as one performance obligation. Hardware devices are generally plug and play, requiring no configuration and little or no installation. Revenue is recognized at a point in time when control of the products is transferred to the customer which generally occurs upon shipment or delivery to customer. We report revenue net of any required taxes collected from customers and remitted to government authorities, with the collected taxes recorded as other liabilities and accrued expenses until remitted to the relevant government authority. Shipping and handling costs associated with outbound freight are accounted for as a fulfillment cost and are included as part of our distribution costs recorded under sales, general and administrative expenses. Costs of maintaining our web store and credit card processing fees related to sales on our webstore are recorded under sales, general and administrative expenses. We generally provide a warranty on products that provides assurance that our products conform to published specifications. Such assurance-type warranties are not deemed to be separate performance obligations from the product, and costs associated with providing the warranties are accrued in accordance with ASC 460-10, Guarantees . We offer return rights and customer incentive programs. Customer incentive programs include special pricing arrangements, promotions, rebates and volume-based incentives. 71 Table of Contents Corsair Gaming, Inc. Notes to Combined Consolidated Financial Statements — Continued We ha ve agreements with certain customers that contain terms allowing price protection credits to be issued in the event of a subsequent price reduction. Our decision to make price reductions is influenced by product life cycle stage, market acceptance of products, the competitive environment, new product introductions and other factors. Accruals for estimated expected future pricing actions are recognized at the time of sale based on analysis of historical pricing actions by customer and by product, inventories owned by and located at distributors and retailers, current customer demand, current operating conditions, and other relevant customer and product information, such as stage of product life-cycle. The transaction price received by us from sales to distributors and retailers is calculated as selling price net of variable consideration which may include product returns, price protection, and our estimate of claims for customer incentive programs related to current period product revenue. Rights of return vary by customer and range from the right to return products to limited stock rotation rights allowing the exchange of a percentage of the customer’s quarterly purchases. Estimates of expected future product returns qualify as variable consideration and are recorded as a reduction of the transaction price of the contract at the time of sale based on historical return trends. Return trends are influenced by product life cycle status, new product introductions, market acceptance of products, sales levels, the type of customer, seasonality, product quality issues, competitive pressures, operational policies and procedures, and other factors. Return rates can fluctuate over time but are sufficiently predictable to allow us to estimate expected future product returns. We normally require payments from customers within 30 to 90 days from invoice date. We do not generally modify payment terms on existing receivables. Our contracts with customers typically do not include significant financing components as the period between the satisfaction of the performance obligations and timing of payment are generally within one year . Customer incentive programs are considered variable consideration, which we estimate and record as a reduction to revenue at the time of sale based on historical experience and forecasted incentives. Certain customer incentives require management to estimate the percentage of those programs which will not be claimed or will not be earned by customers based on historical experience and on the specific terms and conditions of particular programs. The percentage of these customer programs that will not be claimed or earned is commonly referred to as “breakage”. We account for breakage as part of variable consideration, subject to constraint, and record the estimated impact in the same period when revenue is recognized at the expected value. Significant management judgment and estimates are used to determine the amount of variable consideration to be recognized, as well as any subsequent adjustments to it, such that it is probable that a significant reversal of revenue will not occur. During the years ended December 31, 2020 and 2019, we did not recognize any material revenue adjustments related to performance obligations satisfied in prior periods as a result of changes in estimated variable consideration. Because performance obligations in our contracts with customers relate to contracts with a duration of less than one year , we have elected to apply the optional exemption to not disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. Cost of Revenue Cost of revenue consists of product costs, including costs of contract manufacturers, inbound freight costs from manufacturers to our distribution hubs, as well as inter-hubs shipments, duties and tariffs, warranty replacement costs, costs to process and rework returned items, depreciation of tooling equipment, warehousing costs, excess and obsolete inventory write-downs, certain allocated costs related to facilities and IT department, and personnel-related expenses and other operating expenses related to supply chain logistics. Distribution Costs Distribution costs, recorded as a component of sales, general and administrative expenses, include the costs to operate two of our distribution hubs internally and the costs paid to third-party logistics providers to operate our remaining four distribution hubs. Distribution costs also include the costs of shipping products to customers through third party carriers. Amounts billed to customers for shipping and handling of products are recorded in net revenue. We do not consider distribution costs to be part of the costs to bring our products to the finished condition and therefore record such distribution costs as sales, general and administrative expense rather than in cost of revenue. 72 Table of Contents Corsair Gaming, Inc. Notes to Combined Consolidated Financial Statements — Continued Product Development Costs Product development costs are generally expensed as incurred and reported in the combined consolidated statements of operations. Product development costs consist primarily of the costs associated with the design and testing of new products and improvements to existing products. These costs relate primarily to compensation of personnel and consultants involved with product design, definition, compatibility testing and qualification. To date, almost all of the software development costs have been expensed as incurred because the period between achieving technological feasibility and the release of the software has been short and development costs qualifying for capitalization have been insignificant. Advertising Costs Advertising costs are expensed as incurred and are included as a component of sales, general and administrative expense in the combined consolidated statements of operations. Advertising and promotion expenses were $ 19.1 million, $ 11.3 million, and $ 8.7 million for the years ended December 31, 2020, 2019, and 2018, respectively. Stock-Based Compensation We measure and recognize compensation for all stock-based compensation awards, including stock options and restricted stock units (“RSU”), based upon the grant-date fair value of those awards. The fair value of our stock option awards is estimated at grant date using a Black-Scholes-Merton option-pricing model. The fair value of our RSUs is calculated based on the market value of our stock at the grant date. Stock-based compensation is recognized on a straight-line basis over the requisite service period based on awards ultimately expected to vest. We have elected to recognize actual forfeitures by reducing the stock-based compensation in the same period as the forfeitures occur. Segments Operating segments are based on components of a company that engage in business activity that earn revenue and incur expenses and (a) whose operating results are regularly reviewed by its chief operating decision maker (“CODM”) to make decisions about resource allocation and performance and (b) for which discrete financial information is available. We have two reportable segments: • Gamer and Creator Peripherals , which includes high-performance gaming keyboards, mice, headsets, controllers, and our gaming gear including capture cards, Stream Decks, USB microphones, studio accessories and EpocCam software, as well as coaching and training services, among others. • Gaming Components and Systems , which includes high performance power supply units, or PSUs, cooling solutions, computer cases, DRAM modules, as well as high-end prebuilt and custom-built gaming PCs, among others. Our CODM is determined to be Corsair’s Chief Executive Officer. The results of the reportable segments are derived directly from our reporting system and are based on the methods of internal reporting which are not necessarily in conformity with GAAP. The segmental net revenue and gross profit are used to evaluate the performance of, and allocate resources to, each of the segments. Cash and Restricted Cash Total restricted cash as of December 31, 2020 and 2019 was $ 4.0 million and $ 3.8 million, respectively. The restricted cash serves as collateral for certain bank guarantees, customer deposits and security deposits. Accounts Receivable, net Accounts receivable from contracts with customers are recorded at the invoiced amount when we have an unconditional right to consideration, net of allowance for credit losses. We maintain trade credit insurance to mitigate credit risks on certain of our accounts receivable that reimburse us for up to 90 % of collection losses. We estimate an allowance for credit losses by using a combination of relevant information including historical loss information, adjusted to take into account current market conditions and our customers’ financial condition, the amount of any receivables in dispute, the current receivables aging, and the current payment terms. 73 Table of Contents Corsair Gaming, Inc. Notes to Combined Consolidated Financial Statements — Continued Concentration of Credit Risk Our financial instruments that are exposed to concentrations of credit risk consist principally of cash, restricted cash and accounts receivable. We maintain our cash and restricted cash with various high-quality financial institutions with investment-grade ratings and we have not experienced any losses. One customer accounted for more than 10 % of our consolidated net revenue for the years ended December 31, 2020, 2019 and 2018. As of December 31, 2020, and 2019, two customers each represented more than 10 % of our accounts receivable, net. Inventories Inventories primarily consist of finished goods and to a lesser extent component parts, which are purchased from contract manufacturers and component suppliers. Inventories are stated at lower of cost and net realizable value using the weighted average cost method of accounting. We assess the valuation of inventory balances including an assessment to determine potential excess and/or obsolete inventory. We may be required to write down the value of inventory if estimates of future demand and market conditions indicate estimated excess or obsolete inventory. For the periods presented, we have not experienced significant write-downs. Property and Equipment, net Property and equipment are stated at cost, less accumulated depreciation. Major improvements that extend the life, capacity or improve the safety of an asset are capitalized, while maintenance and repairs are expensed as incurred. Depreciation is calculated on the straight-line method over the estimated useful lives of the assets, determined to be two to seven years . Leasehold improvements are amortized over the shorter of the remaining lease term or the estimated useful lives of the improvements . Fair Value of Financial Instruments U.S. GAAP establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The hierarchy is broken down into the following three levels of inputs that may be used to measure fair value: Level 1 —Quoted prices are available in active markets for identical assets or liabilities as of the measurement date. Level 2 —Pricing inputs are other than quoted prices in active market, which are either directly or indirectly observable as of the report date. The nature of these securities includes investments for which quoted prices are available but traded less frequently and investments that are fair valued using other securities, the parameters of which can be directly observed. Level 3 —Securities that have little to no pricing observability as of the report date. These securities are measured using management’s best estimate of fair value, where the inputs into the determination of fair value are not observable and require significant management judgment or estimation. Fair value accounting is applied to all financial assets and liabilities that are recognized or disclosed at fair value in our combined consolidated financial statements on a recurring basis. Our financial instruments, including cash, restricted cash, accounts receivable, accounts payable, borrowings from credit lines and other liabilities and accrued expenses approximate fair value due to their short-term maturities. Management believes that the long-term debt bearing variable interest rates represents the prevailing market rates for instruments with similar characteristics; accordingly, the carrying value of this instrument approximates its fair value. Business Combinations We account for business combinations using the acquisition method of accounting, which requires that the assets acquired, liabilities assumed, contractual contingencies and contingent consideration are recorded at the date of acquisition at their respective fair values. Goodwill is recorded when consideration paid in a purchase acquisition exceeds the fair value of the net assets acquired. Amounts recorded in a business combination may change during the measurement period, which is a period not to exceed one year from the date of acquisition, as additional information about conditions existing at the acquisition date becomes available. We include the results of operations of the acquired business in the combined consolidated financial statements prospectively from the date of 74 Table of Contents Corsair Gaming, Inc. Notes to Combined Consolidated Financial Statements — Continued acquisition. Acquisition-related charges, including primarily third-party professional fees, accounting fees and legal fees are recognized separately from the business combination and are expensed as incurred. Goodwill and Intangible Assets Goodwill represents the excess purchase price over the estimated fair value of net assets acquired in a business combination. Identifiable intangible assets with finite lives are carried at cost and amortized using a method that reflects the pattern in which the economic benefits of the intangible asset are consumed or otherwise used up or, if that pattern cannot be reliably determined, using a straight-line amortization method. Amortization expense related to patents is included in cost of revenues. Amortization expense related to developed technology is included in product development costs. Amortization expense related to customer relationships, trade name and non-compete agreements is included in sales, general and administrative costs. For definite-lived intangible assets, we evaluate the recoverability of intangible assets for impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If the carrying amount exceeds the fair value, an impairment charge is recognized in an amount equal to that excess. No such impairment charges were recorded in the periods presented. We test for goodwill impairment at the reporting unit level on an annual basis at October 1, or more frequently if events or changes in circumstances indicate that the asset is more likely than not impaired. In reviewing goodwill for impairment, we have the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not (greater than 50 %) that the estimated fair value of a reporting unit is less than its carrying amount. We also may elect not to perform the qualitative assessment and, instead, proceed directly to the quantitative impairment test. The ultimate outcome of the goodwill impairment review for a reporting unit should be the same whether we choose to perform the qualitative assessment or proceeds directly to the quantitative impairment test. A qualitative assessment requires that we consider events or circumstances including macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, changes in management or key personnel, changes in strategy, changes in customers, changes in the composition or carrying amount of a reporting segment’s net assets and changes in our stock price. If, after assessing the totality of events or circumstances, we determine that it is more likely than not that the fair values of our reporting units are greater than the carrying amounts, then the quantitative goodwill impairment test is not performed. For the year ended December 31, 2020, we elected to perform the qualitative assessment and determined that an impairment was not more likely than not and no further analysis was required. Warranty Reserve All of our products are covered by warranty to be free from defects in material and workmanship for periods ranging from six months to five years , and for life for memory products. Our warranty does not provide a service beyond assuring that the product complies with agreed-upon specifications and is generally not sold separately. At the time of sale, an estimate of future warranty costs is recorded as a component of cost of revenue and a warranty liability is recorded for estimated costs to satisfy the warranty obligation. The estimate of the costs to fulfill our warranty obligations is based on historical experience and expectations of future costs to repair or replace. Deferred Issuance Costs and Debt Discounts Costs incurred in obtaining long-term financing paid to parties other than creditors are considered a debt issuance cost. Amounts paid to creditors are recorded as a reduction in the proceeds received by the creditor and are considered a discount on the issuance of debt. Deferred issuance costs and debt discounts are amortized over the terms of the long-term financing agreements using the effective-interest method and recorded as a deduction of the carrying amount of the debt in the combined consolidated balance sheets. Deferred issuance costs of our revolving line of credit are recorded in prepaid expenses and other current assets and other assets, according to the timing of amortization. 75 Table of Contents Corsair Gaming, Inc. Notes to Combined Consolidated Financial Statements — Continued Nonmonetary Transactions The sales and purchases of inventory with our manufacturers are accounted for as nonmonetary transactions. Upon sale of raw materials to the manufacturer, for the inventories on-hand with the manufacturer where there is an anticipated reciprocal purchase by us, we will record this nonmonetary transaction as prepaid inventories and accrued liabilities. When we transact the reciprocal purchase of inventory from the manufacturer, we will record a payable to the manufacturer at the repurchase price, which replaces the initial nonmonetary transaction and inventory will be reflected at carrying value, which includes the costs for the raw materials and the incremental costs charged by the manufacturer for additional work performed on the inventory. As of December 31, 2020, and 2019, we recognized $ 5.9 million and $ 0.8 million, respectively, in prepaid inventories and accrued liabilities in the combined consolidated balance sheet related to such nonmonetary transactions with our manufacturers. Because the transactions are nonmonetary, they have not been included in the combined consolidated statements of cash flows pursuant to ASC 230, Statement of Cash Flows . Foreign Currency For subsidiaries that have non-U.S. dollar functional currencies, the assets and liabilities of these subsidiaries are translated using period-end exchange rates. Revenues and expenses are translated using average exchange rates in effect during the reporting period. Cumulative translation gains and losses are included as a component of stockholders’ equity in accumulated other comprehensive loss. Monetary assets or liabilities denominated in currencies other than the functional currency are remeasured using exchange rates prevailing on the balance sheet date. Foreign currency remeasurement gains and (losses), net is included in other (expense) income, net in the combined consolidated statements of operations and the amounts were $ 1.6 million, $ 1.4 million and $( 0.4 ) million for the years ended December 31, 2020, 2019 and 2018, respectively. These amounts do not include the change in fair value of our foreign currency forward contracts. Refer to Note 4, Derivative Financial Instruments for more information on our hedging instruments. Gains and losses on long-term intercompany loans not intended to be repaid in the foreseeable future are recorded in other comprehensive loss. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the tax and financial reporting bases of our assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in future years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced through the establishment of a valuation allowance, if, based upon available evidence, it is determined that it is more likely than not that the deferred tax assets will not be realized. We are subject to foreign income taxes on our foreign operations. All deferred tax assets and liabilities are classified as non-current in the combined consolidated financial statements. Uncertain Tax Positions We recognize the effect of income tax positions only if those positions are more likely than not of being sustained on examination based on the technical merit of the position. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on examination, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50 % likely of being realized upon ultimate settlement. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments. Interest charges and penalties related to unrecognized tax benefits are recognized as a component of the income tax (expense) benefit. Net Income (Loss) per Share Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares outstanding during the period, without consideration of potential dilutive securities. Diluted net income per share is computed based 76 Table of Contents Corsair Gaming, Inc. Notes to Combined Consolidated Financial Statements — Continued on the weighted-average number of shares outstanding during the period, adjusted to include the incremental shares expected to be issued for assumed exercise of options under the treasury stock method. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases , and subsequent updates (collectively, referred to as Accounting Standard Codification 842 or Topic 842). Topic 842 requires a lessee to recognize right of use (“ROU”) assets and lease liabilities on the combined consolidated balance sheet and to disclose key information related to the leasing arrangements. On January 1, 2020 , we adopted Topic 842 using the modified retrospective method, applying Topic 842 to all leases existing at the date of initial application. We elected to use the effective date as the date of initial application. Consequently, prior period balances and disclosures have not been restated. We elected the package of transitional practical expedients, which among other provisions, allows us to carry forward prior conclusions about lease identification and classification. In addition, for operating leases, we elected to account for lease and non-lease components as a single lease component. We also made an accounting policy election not to apply the recognition guidance of Topic 842 to record all leases that, at the lease commencement date, have a lease term of 12 months or less on the combined consolidated balance sheet. The adoption of Topic 842 had a material impact to our combined consolidated balance sheet but did not have an impact on our combined consolidated statements of operations or cash flows. As a result of adopting Topic 842 as of January 1, 2020, we recognized lease liabilities of $ 17.9 million and corresponding ROU assets of $ 17.7 million. See Note 17, Leases, for additional information. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which was further updated and clarified by the FASB through issuance of additional related ASUs. ASU 2016-13 replaces the incurred-loss impairment methodology and requires immediate recognition of estimated credit losses expected to occur for most financial assets, including trade receivables. We adopted this standard effective January 1, 2020 using a modified retrospective approach. The adoption of this new standard did not have a material impact on our combined consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and other (Topic 350): Simplifying the Test for Goodwill Impairment . The ASU simplifies the subsequent measurement of goodwill by eliminating the second step of the goodwill impairment test. The second step measures goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Under the new guidance, a company will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. We adopted this standard effective January 1, 2020 . The adoption of this new standard did not have a material impact on our combined consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) , to modify certain disclosure requirements on fair value measurements in Topic 820. We adopted this standard effective January 1, 2020 . The adoption of this new standard did not have a material impact on our combined consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The amendments in ASU 2018-15 align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. As permitted by ASU 2018-15, we early-adopted this standard on a prospective basis beginning January 1, 2019 . The adoption of this ASU did not have a material impact on our combined consolidated financial statements. Recently Issued Accounting Pronouncements, Not Yet Adopted In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740), to simplify various aspects related to the accounting for income taxes. The new guidance is effective for us beginning in year 2021. We do not anticipate the adoption of this accounting standard update will have a material impact on our combined consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04 , Reference Rate Reform (Topic 848) , to provide optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The new guidance is effective, at our election, beginning March 12, 2020 through 77 Table of Contents Corsair Gaming, Inc. Notes to Combined Consolidated Financial Statements — Continued December 31, 2022. Our term loan and revolving line of credit have interest payments that are correlated to a reference rate, and we are currently evaluating the impact of adopting this guidance and the potential effects it could have on our combined consolidated financial statements. 3. Fair Value Measurement The following tables summarize our financial assets and liabilities that were measured at fair value on a recurring basis, and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value: December 31, 2020 (Level 1) (Level 2) (Level 3) Total (in thousands) Liabilities: Contingent cash consideration in connection with a business acquisition—Origin (1) $ — $ — $ 2,887 $ 2,887 Contingent cash consideration in connection with a business acquisition—SCUF (2) — — 1,250 1,250 Deferred cash consideration in connection with a business acquisition—Origin (3) — — 1,505 1,505 Foreign currency forward contracts (4) — 819 — 819 Total liabilities $ — $ 819 $ 5,642 $ 6,461 December 31, 2019 (Level 1) (Level 2) (Level 3) Total (In thousands) Liabilities: Contingent cash consideration in connection with a business acquisition—Origin (1) $ — $ — $ 3,964 $ 3,964 Contingent consideration in connection with a business acquisition—SCUF (2) — — 1,638 1,638 Deferred cash consideration in connection with a business acquisition—Origin (3) — — 1,411 1,411 Foreign currency forward contracts (4) — 335 — 335 Total liabilities $ — $ 335 $ 7,013 $ 7,348 (1) The fair value of the Origin earn-out liability is estimated at acquisition date using a Monte Carlo Simulation, a simulation-based measurement technique with significant inputs that are not observable in the market and thus represents a level 3 fair value measurement. The significant inputs in the fair value measurement not supported by market activity included the expected future standalone EBITDA of Origin during the earn-out period, appropriately discounted by a risk adjustment factor, considering the uncertainties associated with the obligation, its associated volatility, and calculated in accordance with the terms of the Unit Purchase Agreement for this acquisition. As a result of fair value remeasurements on the Origin earnout liability, we have recorded a charge of $ 1.0 million and a credit of $ 0.6 million in the year ended December 31, 2020 and 2019, respectively to our sales, general and administrative expenses. The earn-out liability of $ 2.4 million based on Origin’s 2019 standalone EBITDA was fully paid in April 2020. The remaining earnout liability of $ 2.9 million, determined based on the contractual amount, will be paid in 2021. (2) The fair value of the SCUF contingent consideration was determined based on the estimates of acquired tax benefits owed to SCUF’s sellers according to the merger agreement. These estimates involve unobservable inputs and thus represent a level 3 fair value measurement. The $ 1.6 million liability as of December 31, 2019 was subject to update upon filing our tax returns for tax years 2019 through 2021. The $ 1.3 million liability as of December 31, 2020 is consisted of $ 0.1 million based on contractual amount and the remaining $ 1.2 million is subject to update upon filing our tax returns for tax years 2020 and 2021. (3) The fair value of Origin’s deferred cash consideration is determined at the Origin acquisition date by using the contractual cash payments and a discount rate of 6.5 %. This discount rate approximated our borrowing rate under the revolving line of credit at the acquisition date and represented a Level 3 input under the fair value hierarchy. This liability was fully repaid in January 2021. (4) The fair values of the forward contracts and interest rate cap contract are based on similar exchange traded derivatives and the related asset or liability is, therefore, included within Level 2 of the fair value hierarchy. 4. Derivative Financial Instruments From time to time, we enter into derivative instruments such as foreign currency forward contracts, to minimize the short-term impact of foreign currency exchange rate fluctuations on certain foreign currency denominated assets and liabilities, and interest rate 78 Table of Contents Corsair Gaming, Inc. Notes to Combined Consolidated Financial Statements — Continued cap contracts, to minimize our exposure to interest rate movements on our variable rate debts. The derivative instruments are recorded at fair value in prepaid expenses and other current assets or other liabilities and accrued expenses on the combined consolidated balance sheets. We do not designate such instruments as hedges for accounting purposes ; accordingly, changes in the value of these contracts are recognized in each reporting period in other (expense) income, net in the combined consolidated statements of operations. We do no t enter into derivative instruments for trading purposes. The foreign currency forward contracts generally mature within three to four months . The notional principal amount of outstanding foreign exchange forward contracts was $ 41.6 million and $ 18.3 million as of December 31, 2020 and December 31, 2019, respectively. The fair value gain (loss) recognized in other (expense) income, net in relation to these derivative instruments was $( 3.0 ) million, $( 0.2 ) million, and $ 0.1 million for the year ended December 31, 2020, 2019, and 2018, respectively. We entered into interest rate contracts in 2020 and the contracts mature on June 30, 2022. We recognized $ 0.5 million net loss for the change in fair value of the interest rate contracts in interest expense for the year ended December 31, 2020. 5. Business Combinations 2020 Immaterial Acquisitions For the year ended December 31, 2020, we completed two immaterial acquisitions, EpocCam and Gamer Sensei, for total cash consideration of $ 1.3 million, which were accounted for using the acquisition method of accounting. 2019 Acquisition SCUF Acquisition On December 19, 2019 (the “SCUF Acquisition Closing Date”) , one of our subsidiaries entered into an Agreement and Plan of Merger with Scuf Holdings, Inc. and subsidiaries (collectively “SCUF”) and acquired 100 % of their equity interests (the “SCUF Acquisition”) . SCUF, headquartered in Georgia, U.S., specializes in delivering high-performance accessories and customized gaming controllers for consoles and PCs used by top professionals as well as casual gamers. We believe that the SCUF Acquisition will enhance our product and service offerings to both console and PC gamers. Because the acquired companies met the definition of a business, the SCUF Acquisition has been accounted for as a business combination using the acquisition method of accounting. Subsequent to the SCUF Acquisition Closing Date, we recorded measurement period adjustments which reduced purchase price, inventories and goodwill by $ 1.8 million, $ 0.5 million and $ 1.3 million, respectively, and accordingly, the SCUF Acquisition total adjusted purchase consideration was $ 136.0 million. The SCUF Acquisition purchase consideration consisted of (i) $ 128.2 million cash consideration (including the payment of SCUF’s transaction costs and debt on behalf of SCUF), (ii) $ 8.0 million equity consideration (an issuance of approximately 1.1 million equivalent shares of our common stock immediately post-Reorganization and prior to the exchange agreements described in Note 1), (iii) $ 1.3 million estimated contingent cash consideration relating to our expected utilization of the acquired SCUF tax liabilities or tax benefits relating to pre-acquisition SCUF results in our taxable periods from 2019 to 2021, (iv) additional cash earn-out based on the achievement of certain SCUF standalone EBITDA targets for 2019 and the ability of SCUF to renew a licensing agreement with a certain vendor, which were determined to have zero value based on the assessment of the outcome of these contingent events on the SCUF Acquisition Closing Date, and (v) net of $ 1.5 million contingent cash consideration paid on the SCUF Acquisition Closing Date that is expected to be returned by the sellers to us to fund an incentive payment to certain ex-SCUF employees who joined Corsair and are required to remain employed through a contractual service period. 79 Table of Contents Corsair Gaming, Inc. Notes to Combined Consolidated Financial Statements — Continued Final purchase price allocation The following table summarizes the final allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed at the SCUF Acquisition Closing Date. (In thousands) Assets acquired: Cash $ 6,947 Accounts receivable 4,587 Inventories 12,800 Prepaid and other assets 1,377 Identifiable intangible assets 71,890 Property and equipment 2,927 Other assets 40 Liabilities assumed: Accounts payable ( 9,182 ) Sales tax payable ( 5,533 ) Deferred revenue ( 3,752 ) Other liabilities and accrued expenses ( 8,416 ) Deferred tax liabilities ( 10,015 ) Net identifiable net assets acquired $ 63,670 Goodwill 72,339 Net assets acquired $ 136,009 The fair value of the inventory acquired was estimated using the expected selling price of the inventory, then deducting direct selling expenses and a reasonable allocation of profit to a likely buyer. The difference between the fair value of the inventories and the amount recorded by SCUF immediately before the acquisition date was $ 1.5 million, which was recognized in cost of revenue in the combined consolidated statements of operations upon the sale of the acquired inventory. The excess of the purchase price over the net tangible assets and intangible assets was recorded as goodwill at $ 72.3 million, is primarily related to the value of the acquired workforce and the ability to design and generate revenue from future technology and customers. The goodwill and identifiable intangible assets are not deductible for tax purposes. The following table summarizes the components of identifiable intangible assets acquired and their estimated useful lives as of the SCUF Acquisition Closing Date: Fair Value Weighted Average Useful Life (In thousands) (In years) Patents $ 30,500 8 Developed technology 18,600 6 Customer Relationships 590 5 Trade name 22,200 15 Total identifiable intangible assets $ 71,890 Intangible assets acquired as a result of the SCUF Acquisition are being amortized over their estimated useful lives using the straight-line method of amortization, which reflects the pattern in which the economic benefits of the intangible asset are consumed or otherwise used up. Amortization expenses of patent and developed technology are included in cost of revenue and product development expense, respectively. Amortization expenses of customer relationships and trade names are included in sales, general and administrative expense in the combined consolidated statements of operations. 80 Table of Contents Corsair Gaming, Inc. Notes to Combined Consolidated Financial Statements — Continued Origin Acquisition On July 22, 2019 (the “Origin Closing Date”) , one of our subsidiaries acquired all the equity interests in Origin PC Corporation (“Origin” and such acquisition, the “Origin Acquisition”) . Origin, based in Florida, U.S., specializes in delivering hand-built, personalized PCs. We believe the integration of Origin’s expertise in personalized custom gaming systems and Corsair’s strength in performance PC hardware and the iCUE software ecosystems enhances and expands our product and service offerings to PC gamers. Origin met the definition of a business, and therefore this acquisition is accounted for as a business combination. Subsequent to the Origin Closing Date, we recorded measurement period adjustments which increased the purchase price by $ 0.2 million and reduced other liabilities and accrued expenses by $ 0.3 million and goodwill by $ 0.1 million, and accordingly, the Origin Acquisition total adjusted purchase consideration was $ 13.8 million. The Origin Acquisition purchase consideration consisted of (i) $ 5.5 million cash consideration (including the payment of Origin’s transaction costs and debt on behalf of Origin), (ii) $ 2.0 million equity consideration provided by Corsair (which was immediately exchanged for approximately 0.2 million equivalent shares of our common stock immediately post-Reorganization and prior to the exchange agreements described in Note 1), (iii) $ 1.4 million deferred cash consideration payable 18 months after closing, not contingent on any future conditions, (iv) $ 4.6 million of additional cash earn-out based on the achievement of certain Origin standalone EBITDA targets for 2019 and 2020, and (v) $ 0.3 million estimated contingent cash consideration relating to the finalization of pre-acquisition sales tax liabilities owed to Origin’s sellers according to the terms of the Origin Unit Purchase Agreement. The final allocation of the Origin Acquisition purchase consideration to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date is as follows: (In thousands) Assets acquired: Cash, net of cash acquired $ 376 Accounts receivable 1,379 Inventories 4,445 Prepaid and other assets 309 Identifiable intangible assets (customer relationship with estimated 6 years of useful life) 1,000 Property and equipment 140 Liabilities assumed: Accounts payable ( 2,670 ) Other liabilities and accrued expenses ( 3,033 ) Other liabilities, noncurrent ( 447 ) Net identifiable assets acquired 1,499 Goodwill 12,270 Net assets acquired $ 13,769 The goodwill and identifiable intangible assets are deductible for tax purposes. The estimated fair value of Origin’s contingent earn-out based on Origin’s standalone 2019 and 2020 EBITDA was decreased from $ 4.6 million at the Origin Closing Date to $ 4.0 million at December 31, 2019 primarily resulting from Origin’s lower-than-expected EBITDA for 2020. The earn-out liability of $ 2.4 million based on Origin’s 2019 EBITDA was fully paid in April 2020. The remaining earn-out liability was remeasured based on Origin’s actual 2020 EBITDA and increased from $ 1.6 million to $ 2.6 million as of December 31, 2020 due to improvement in Origin’s financial performance primarily from higher-than-expected revenue. The 2020 earn-out liability is expected to be paid in 2021. As a result, the $ 0.6 million decrease and the $ 1.0 million increase in the fair value of the Origin earn-out liability was recorded to sales and general administrative expenses in our combined consolidated statement of operations in 2019 and 2020, respectively. Acquisition-related costs We incurred acquisition-related costs of approximately $ 1.0 million, $ 2.6 million and $ 1.5 million for the years ended December 31, 2020, 2019 and 2018, respectively, and these costs are recorded in sales, general and administrative expenses in the combined consolidated statement of operations. 81 Table of Contents Corsair Gaming, Inc. Notes to Combined Consolidated Financial Statements — Continued Unaudited Pro Forma Financial Information The following unaudited pro forma financial information combines the unaudited combined consolidated results of operations as if the SCUF Acquisition had occurred as of January 1, 2019: Year Ended December 31, 2019 (in thousands) Net revenue $ 1,165,502 Net loss ( 24,598 ) The unaudited pro forma adjustments to net loss primarily include amortization for intangible assets acquired, the purchase accounting effect on contract liabilities assumed and inventory acquired, acquisition-related costs and interest expense related to financing arrangements. The unaudited pro forma combined consolidated information is provided for informational purposes only and is not indicative of the results of operations that would have been achieved if the SCUF Acquisition and any borrowings undertaken to finance the SCUF Acquisition had taken place at the beginning of the periods presented. Pro forma financial information for the Origin Acquisition was not prepared because the effects of the acquisition were not material to our combined consolidated statement of operations for 2019. 6. Goodwill and Intangible Assets Goodwill Goodwill represents the difference between the purchase price and the estimated fair value of the identifiable assets acquired and liabilities assumed. Goodwill is allocated among and evaluated for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment. We have four reporting units: Gaming Peripherals, Gaming Components, Gaming Memory and Gaming Systems. The Gamer and Creator Peripherals segment includes the Gaming Peripherals reporting unit, and the Gaming Components and Systems segment includes the Gaming Components, Gaming Memory and Gaming Systems reporting units. The following table summarizes the changes in the carrying amount of goodwill by reportable segment: Gaming Components and Systems Gamer and Creator Peripherals Total (In thousands) December 31, 2018 $ 133,063 $ 93,616 $ 226,679 Addition from business acquisitions 12,317 73,778 86,095 Effect of foreign currency exchange rates ( 5 ) ( 19 ) ( 24 ) December 31, 2019 $ 145,375 $ 167,375 $ 312,750 Addition from business acquisitions — 690 690 Measurement period adjustments ( 47 ) ( 1,326 ) ( 1,373 ) Effect of foreign currency exchange rates 316 377 693 December 31, 2020 $ 145,644 $ 167,116 $ 312,760 82 Table of Contents Corsair Gaming, Inc. Notes to Combined Consolidated Financial Statements — Continued Intangible assets, net The following table is a summary of intangible assets, net: December 31, 2020 December 31, 2019 Weighted Average Useful Life Weighted Average Remaining Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (in years) (In thousands) Developed technology 5.6 years 4.3 $ 31,016 $ 8,892 $ 22,124 $ 44,243 $ 17,536 $ 26,707 Trade name 15.0 years 13.6 30,632 2,873 27,759 30,253 833 29,420 Customer relationships 10.0 years 6.6 218,469 72,892 145,577 218,459 50,916 167,543 Patent 7.9 years 6.9 31,802 4,207 27,595 30,721 130 30,591 Non-competition agreements 5.0 years 1.6 2,521 1,689 832 3,110 1,774 1,336 Total finite-life intangibles 7.3 314,440 90,553 223,887 326,786 71,189 255,597 Indefinite life trade name Indefinite life 35,430 — 35,430 35,430 — 35,430 Total intangible assets $ 349,870 $ 90,553 $ 259,317 $ 362,216 $ 71,189 $ 291,027 In the year after an identified intangible asset becomes fully amortized, we remove the fully amortized balances from the gross asset and accumulated amortization amounts from the table above. Amortization expense of intangible assets is recognized in our combined consolidated statements of operations as follows: Year Ended December 31, 2020 2019 2018 (In thousands) Cost of revenue $ 3,898 $ 130 $ — Sales, general and administrative 24,535 23,035 22,746 Product development 5,483 6,958 8,147 Total amortization of intangible assets $ 33,916 $ 30,123 $ 30,893 The estimated future amortization expense of intangible assets as of December 31, 2020 is as follows: Amounts (in thousands) 2021 $ 34,277 2022 34,101 2023 32,699 2024 31,253 2025 30,948 Thereafter 60,609 Total $ 223,887 83 Table of Contents Corsair Gaming, Inc. Notes to Combined Consolidated Financial Statements — Continued 7. Balance Sheet Components Cash and Restricted Cash December 31, 2020 2019 (In thousands) Cash $ 129,543 $ 48,165 Restricted cash—short term 3,795 3,552 Restricted cash—noncurrent 230 230 Total cash and restricted cash $ 133,568 $ 51,947 Accounts Receivable, net December 31, 2020 2019 (In thousands) Accounts receivable $ 293,975 $ 202,546 Allowance for credit losses ( 346 ) ( 212 ) Accounts receivable, net $ 293,629 $ 202,334 Inventories December 31, 2020 2019 (In thousands) Raw materials $ 52,165 $ 25,547 Work in progress 9,654 2,690 Finished goods 164,188 122,826 Inventories $ 226,007 $ 151,063 Property and Equipment, Net December 31, 2020 2019 (In thousands) Manufacturing equipment $ 22,035 $ 15,291 Computer equipment, software and office equipment 9,407 6,958 Furniture and fixtures 3,675 2,602 Leasehold improvements 4,521 3,544 Total property and equipment $ 39,638 $ 28,395 Less: Accumulated depreciation and amortization ( 23,163 ) ( 13,030 ) Property and equipment, net $ 16,475 $ 15,365 84 Table of Contents Corsair Gaming, Inc. Notes to Combined Consolidated Financial Statements — Continued Other Liabilities and Accrued Expenses December 31, 2020 2019 (In thousands) Accrued reserves for customer incentive programs $ 49,619 $ 36,582 Accrued reserves for sales returns 35,673 24,610 Accrued payroll and related expenses 26,877 10,638 Income tax payable 22,445 8,524 Operating lease liabilities, current 9,070 — Other 62,061 35,187 Other liabilities and accrued expenses $ 205,745 $ 115,541 Contract Balances Contract assets represent amounts that have been recognized as revenue but for which we did not have the unconditional right to invoice the customer. There were no contract assets as of December 31, 2020 and 2019. Contract liabilities consist of deferred revenue and unearned revenue. Deferred revenue consists primarily of amounts that have been shipped and invoiced but not recognized as revenue as of period end because the control of the inventory has not been passed to the customer. Revenue will be recognized when the customer has obtained control of the inventory sold, which is generally within 3 months or less. The current portion of deferred revenue balances are recognized over the next 12 months. As of December 31, 2020, the current and long-term portion of our deferred revenue was $ 1.8 million and $ 0.5 million, respectively. As of December 31, 2019, the current and long-term portion of our deferred revenue was $ 2.9 million and $ 0.4 million, respectively. Unearned revenue consists of payments received from customers in advance of product shipment for our webstore orders. These orders are generally shipped within two weeks from order date and revenue will be recognized when the customer has obtained control of the inventory sold. The unearned revenue balance as of December 31, 2020 and 2019 was $ 8.0 million and $ 1.3 million, respectively, and the increase in unearned revenue from prior year was primarily due to higher backlog of webstore orders not yet shipped at the end of 2020 compared to 2019. Unearned revenue and the current portion of deferred revenue are included in other liabilities and accrued expenses, and the long-term portion of deferred revenue is included in other liabilities on the combined consolidated balance sheets. 8. Debt First Lien Credit and Guaranty Agreement On August 28, 2017, we entered into a syndicated First Lien Credit and Guaranty Agreement ( “First Lien” ) with various financial institutions. The First Lien originally provided a $ 235 million term loan ( “First Lien Term Loan” ) for a business acquisition and to repay existing indebtedness of the acquired company and a $ 50 million revolving line-of-credit ( “Revolver” ). The First Lien and the Revolver mature on August 28, 2024 and August 28, 2022 , respectively. Subsequently, we entered into several amendments to the First Lien and the principal amount of the First Lien Term Loan was increased by $ 10 million in 2017 and increased by $ 115 million in each of 2018 and 2019, primarily to fund various business acquisitions and operational needs. The First Lien Term Loan initially carried interest at a rate equal to, at our election, either the (a) greatest of (i) the prime rate, (ii) sum of the Federal Funds Effective Rate plus 0.5 %, (iii) one month LIBOR plus 1.0 % and (iv) 2 %, plus a margin of 3.5 %, or (b) the greater of (i) LIBOR and (ii) 1.0 %, plus a margin of 4.5 %. The Revolver initially bore interest at a rate equal to, at our election, either the (a) greatest of (i) the prime rate, (ii) sum of the Federal Funds Effective Rate plus 0.5 %, (iii) one month LIBOR plus 1.0 % and (iv) 2 %, plus 3.5 %, or (b) the greater of (i) LIBOR and (ii) 1.0 %, plus a margin of 4.5 %. As a result of the First Lien amendment in October 2018, the First Lien term loan and Revolver margin were both changed to range from 2.75 % to 3.25 % for base rate loans and to range from 3.75 % to 4.25 % for Eurodollar loans, based on our net leverage ratio. The effective interest rate of the First Lien Term Loan is 6.45 %. 85 Table of Contents Corsair Gaming, Inc. Notes to Combined Consolidated Financial Statements — Continued Additionally, new contingent repayment provisions were added in the First Lien amendment in October 2018. Five business days after the initial public offering ( “IPO” ) of our stock, we were required to prepay all amounts (principal and interest) outstanding under the Second Lien term loan. Concurrently, we also were required to prepay the First Lien Term Loan in an amount equal to the IPO proceeds, less the amount used to repay the Second Lien Term Loan, multiplied by 50 %. Accordingly, in September 2020, with the IPO proceeds, we repaid the mandatory minimum amount of $ 55.8 million and made an additional $ 30.8 million voluntary repayment. We may prepay the First Lien Term Loan and the Revolver at any time without premium or penalty other than customary LIBOR breakage. According to the Consolidated Excess Cash Flow clause as defined in the First Lien, in April 2020, we prepaid $ 2.6 million of the First Lien Term Loan. In the fourth quarter of 2020, we prepaid an additional $ 50.0 million of the First Lien Term Loan with our excess cash on hand. The amendments to the First Lien were accounted for as loan modifications. The following table summarizes the carrying value of the First Lien Term Loan: December 31, 2020 2019 (In thousands) Principal amount outstanding $ 326,938 $ 467,332 Less: Debt discount, net of amortization ( 2,124 ) ( 3,850 ) Less: Debt issuance costs, net of amortization ( 3,421 ) ( 5,825 ) Carrying amount $ 321,393 $ 457,657 Our obligation under the First Lien is secured by substantially all of our personal property assets and those of our United States-organized subsidiaries, including intellectual property. The First Lien Term Loan includes customary restrictive covenants that impose operating and financial restrictions on Corsair, including restrictions on our ability to take actions that could be in our best interests. These restrictive covenants include operating covenants restricting, among other things, our ability to incur additional indebtedness, effect certain acquisitions or make other fundamental changes. As of December 31, 2020, we were in compliance with all covenants. In addition, the First Lien contains events of default that include, among others, non-payment of principal, interest or fees, breach of covenants, inaccuracy of representations and warranties, cross defaults to certain other indebtedness, bankruptcy and insolvency events, material judgments and events constituting a change of control. Upon the occurrence and during the continuance of an event of default, interest on the obligations may accrue at an increased rate in the case of a non-payment or bankruptcy and insolvency and the lenders may accelerate our obligations under the First Lien Term Loan, except that acceleration will be automatic in the case of bankruptcy and insolvency events of default. Second Lien Credit and Guaranty Agreement On August 28, 2017, we also entered into a syndicated Second Lien Credit and Guaranty Agreement ( “Second Lien” ) with various financial institutions. The Second Lien initially provided a $ 65 million term loan ( “Second Lien Term Loan” ), with a maturity date of August 28, 2025 , for a business acquisition and for general corporate operations purposes. The Second Lien Term Loan initially carried interest at a base rate equal to that of the First Lien loan, plus a margin of 7.25 % for base rate loans and 8.25 % for Eurodollar loans. In October 2017, we entered into an amendment to the Second Lien and the principal amount of the Second Lien Term Loan was reduced to $ 50 million and the applicable interest rate margins for both the base rate loans and Eurodollar loans were increased by 0.25 %. The amendment to the Second Lien was accounted for as a loan modification. We had the ability to prepay the Second Lien Term Loan any time after the first and second anniversary without premium or penalty. In the second and third quarters of 2020, with excess cash on hand, we repaid an aggregate of $ 50 million of the outstanding principal balance of the Second Lien Term Loan and following these repayments, the Second Lien Term Loan was fully repaid and all obligations and covenants thereunder were terminated. 86 Table of Contents Corsair Gaming, Inc. Notes to Combined Consolidated Financial Statements — Continued The following table summarizes the carrying value of the Second Lien Term Loan: December 31, 2020 2019 (In thousands) Principal amount outstanding $ — $ 50,000 Less: Debt discount, net of amortization — ( 471 ) Less: Debt issuance costs, net of amortization — ( 1,374 ) Carrying amount $ — $ 48,155 The following table summarizes the interest expense recognized for the First Lien and Second Lien: Year Ended December 31, 2020 2019 2018 (In thousands) Contractual interest expense for First Lien and Second Lien Term Loan $ 27,387 $ 29,757 $ 27,395 Contractual interest expense for Revolver 16 2,758 1,500 Amortization of debt discount 842 946 1,046 Amortization of debt issuance costs 1,790 2,043 2,258 Loss on debt extinguishment 4,114 — — Total interest expense recognized $ 34,149 $ 35,504 $ 32,199 The estimated future principal payments under our total long-term debt as of December 31, 2020 are as follows: Amounts (In thousands) 2021 $ — 2022 — 2023 — 2024 326,938 2025 — Total debt $ 326,938 Less: Discount and debt issuance costs ( 5,545 ) Total Debt, net of discount and debt issuance costs $ 321,393 Presented on the combined consolidated balance sheet under: Current portion of debt, net $ — Debt, net $ 321,393 9. Commitments and Contingencies Product Warranties Changes in our assurance-type warranty obligations were as follows: December 31, 2020 2019 (In thousands) Beginning of the period $ 3,991 $ 2,581 Balance assumed from business acquisitions — 595 Warranty provision related to products shipped 7,201 5,996 Deductions for warranty claims processed ( 5,327 ) ( 5,181 ) End of period $ 5,865 $ 3,991 87 Table of Contents Corsair Gaming, Inc. Notes to Combined Consolidated Financial Statements — Continued Unconditional Purchase Obligations Our long-term non-cancelable purchase commitments consist primarily of multi-year contractual arrangements relating to subscriptions for cloud computing hosting arrangements for our enterprise resource planning (ERP) system and the related support services as well as marketing sponsorship. The total long-term non-cancelable purchase commitment as of December 31, 2020 were as follows: Amounts (In thousands) 2021 $ 1,973 2022 2,099 2023 1,282 2024 1,263 2025 158 $ 6,775 Our total non-cancelable long-term purchase commitments outstanding as of December 31, 2019 was $ 1.9 million. Letters of Credit The letters of credit outstanding, in aggregate, was $ 2.0 million and $ 1.5 million as of December 31, 2020 and 2019, respectively. No amounts have been drawn upon the letters of credit for all periods presented. Indemnification In the ordinary course of business, we may provide indemnifications of varying scope and terms with respect to certain transactions. We have entered into indemnification agreements with directors and certain officers and employees that will require Corsair, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. No demands have been made upon Corsair to provide indemnification under such agreements, and thus, there are no claims that we are aware of that could have a material effect on our combined consolidated balance sheets, statements of operations, or statements of cash flows. We currently have directors’ and officers’ insurance. 10. Stockholders’ Equity On December 19, 2019, we issued 7,046,049 equivalent shares of our common stock (following the Reorganization and prior to the exchange agreements described in Note 1), as a result of a capital call, for a total capital contribution of $ 53.5 million to fund the SCUF Acquisition. During 2019, we issued an aggregate of 1,322,075 equivalent shares of our common stock (following the Reorganization and prior to the exchange agreements described in Note 1), as part of the consideration for business acquisitions. The common stock had an estimated fair value of $ 10.0 million, in aggregate, at the time of issuance. Refer to Note 5 for additional information regarding our acquisitions. On September 15, 2020, we completed a Reorganization through a series of steps as discussed in Note 1. In connection with the Reorganization, we filed a certificate of amendment to our Amended and Restated Certificate of Incorporation which authorized 100,000,000 shares of our common stock for issuance, with a par value of $ 0.0001 per share and effected a 1-for- 28,693.596843964 stock split resulting in there being 84,405,366 shares of Corsair’s common stock outstanding as of September 15, 2020. On September 25, 2020, in connection with the closing of the IPO, we filed an Amended and Restated Certificate of Incorporation which increased the authorized shares of common stock for issuance to 300,000,000 and authorized 5,000,000 shares of preferred stock, with a par value of $ 0.0001 per share, for issuance. There were no shares of preferred stock outstanding as of December 31, 2020. 88 Table of Contents Corsair Gaming, Inc. Notes to Combined Consolidated Financial Statements — Continued 11. Equity Incentive Plans and Stock-Based Compensation Equity Incentive Plans In 2017, the Parent adopted the 2017 Equity Incentive Program ( the “2017 Plan” ). The 2017 Plan was administered by the General Partner, EagleTree-Carbide (GP), LLC, who determines the types of awards to be granted, the number of units subject to the awards, the exercise price and the vesting requirements. Only our employees and directors participated in this program. In connection with the Reorganization discussed in Note 1, we assumed the 2017 Plan and all the outstanding options to acquire units of the Parent under the 2017 Plan were converted into options to purchase our common stock on a pro rata basis with an adjusted exercise price to reflect the assumption. No other modifications were made to the options and no further options will be granted under the 2017 Plan following the Reorganization. In September 2020, we adopted the 2020 Incentive Award Plan ( the “2020 Plan” ), which became effective on September 22, 2020, the day prior to the first public trading date of our common stock. The 2020 Plan is the successor and continuation to the 2017 Plan. The 2020 Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, RSUs, performance awards and other forms of awards. Incentive stock options may be granted only to employees. All other awards may be granted to eligible employees, non-employee directors and consultants, at the discretion of our board of directors ( the “Board” ). Under the 2020 Plan, 5,125,000 shares of our common stock are initially reserved for issuance. The 2020 Plan reserve also includes any shares under the 2017 Plan and the 2020 Plan that may become available for issuance if the award terminates without the delivery of shares or if shares are tendered to satisfy the exercise price or tax withholding obligation with respect of the award. The 2020 Plan reserve increases annually on January 1 of each calendar year, starting on January 1, 2021 through January 1, 2030, by an amount equal to the lesser of (a) 4 % of the shares outstanding on the last day of the immediately preceding fiscal year or (b) a smaller number of shares as determined by the Board; provided, however, no more than 75,000,000 shares of our common stock may be issued upon the exercise of incentive stock options. All stock options under the 2017 Plan and the 2020 Plan are issued at exercise prices not less than the fair market value on the date of grant. RSUs have no exercise price. Both stock options and RSUs vest over a period of time as determined by the Board, generally four to five years , and expire ten years from date of grant. As of December 31, 2020, 4,759,890 shares were available for grant under the 2020 Plan. Employee Stock Purchase Plan In September 2020, we adopted the 2020 Employee Stock Purchase Plan ( the “ESPP” ), which became effective September 22, 2020, the day prior to the first public trading date of our common stock. The ESPP is intended to qualify under Section 423 of the U.S. Internal Revenue Service Code. The ESPP initially reserved 1,025,000 shares of our common stock for issuance. The ESPP reserve increases annually on January 1 of each calendar year, starting on January 1, 2021 through January 1, 2030, by an amount equal to the lesser of (a) 1 % of the shares outstanding on the last day of the immediately preceding fiscal year or (b) a smaller number of shares as determined by the Board; provided, however, no more than 20,000,000 shares of our common stock may be issued under the ESPP. The ESPP is designed to allow eligible employees to purchase shares of our common stock, at semi-annual intervals, with their accumulated payroll deductions. Under the ESPP, participants are offered the option to purchase shares of our common stock at a discount during a series of successive offering periods, the duration and timing of which will be determined by the ESPP administrator. The offering period may not be longer than 27 months in length. The option purchase price will be the lower of 85 % of the closing trading price per share of our common stock on the first trading date of an offering period in which a participant is enrolled or 85 % of the closing trading price per share on the purchase date, which will occur on the last trading day of each offering period. Employees may participate through payroll deductions of 1 % to 15 % of their earnings. No participant may purchase more than 5,000 shares in each offering period and may not subscribe for more than $ 25,000 in fair market value of shares of our common stock (determined based on the closing stock price on the enrollment date of each offering period) during any calendar year. The first offering period begins on January 1, 2021. 89 Table of Contents Corsair Gaming, Inc. Notes to Combined Consolidated Financial Statements — Continued Stock Options Activities The following table summarizes the stock option activities and related information for the year ended December 31, 2020: Outstanding Stock Options Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (In years) (In thousands) Balance as of December 31, 2019 8,790,000 $ 4.86 8.1 $ 24,949 Granted 1,922,187 9.21 Exercised ( 326,450 ) 4.14 Forfeited/cancelled ( 174,000 ) 6.16 Balance as of December 31, 2020 10,211,737 $ 5.68 7.7 $ 311,869 Vested and exercisable as of December 31, 2020 4,416,167 $ 4.56 7.1 $ 139,820 The total intrinsic value of options exercised for the years ended December 31, 2020, 2019 and 2018 were $ 1.5 million, $ 0.1 million and $ 15 thousand, respectively. As of December 31, 2020, the unrecognized stock-based compensation cost related to outstanding unvested stock options was $ 14.7 million, which is expected to be recognized over a weighted average period of 2.9 years. RSU Activities The following table summarizes the RSUs activities and related information for the year ended December 31, 2020: Unvested RSUs Weighted- Average Grant Date Fair Value Per Share Balance as of December 31, 2019 — — Granted 171,755 $ 28.66 Vested ( 8,823 ) 17.00 Forfeited/cancelled ( 9,444 ) 28.35 Balance as of December 31, 2020 153,488 $ 29.35 The weighted-average grant date fair value of all RSUs granted during 2020 was $ 28.66 per share. The fair value of all RSUs vested during 2020 was $ 0.1 million. As of December 31, 2020, the unrecognized stock-based compensation costs related to outstanding unvested RSUs was $ 4.3 million, which is expected to be recognized over a weighted average period of 3.6 year. 90 Table of Contents Corsair Gaming, Inc. Notes to Combined Consolidated Financial Statements — Continued Stock-based Compensation The following table summarizes stock-based compensation expense by line item in our combined consolidated statements of operations: Year Ended December 31, 2020 2019 2018 (In thousands) Cost of revenue $ 268 $ 197 $ 162 Sales, general and administrative 4,883 3,084 2,182 Product development 645 567 407 Total stock-based compensation expense $ 5,796 $ 3,848 $ 2,751 Valuation Assumptions We estimate the fair value of the stock options on the date of grant using the Black-Scholes-Merton pricing model, with the following valuation assumptions: Year Ended December 31, 2020 2019 2018 Weighted average grant date fair value of common stock (per share) $ 9.16 $ 7.59 $ 6.88 Expected term (years) 6.37 6.48 6.48 Expected volatility 35.8%-44.0% 34.3%-36.1% 33.4%-35.0% Dividend yield — — — Range of risk-free interest rate 0.3%-1.8% 1.4-2.6% 2.7%-3.1% Each of the inputs to the Black-Scholes-Merton pricing model, as discussed below, is subjective and generally requires significant judgment and estimation by management. Fair Value of Common Stock —Prior to our IPO, the fair value was determined by our board of directors, with input from management and valuation reports prepared by third-party valuation specialists. Stock-based compensation for financial reporting purposes was measured based on updated estimates of fair value when appropriate, such as when additional relevant information related to the estimate became available in a valuation report issued as of a subsequent date. After our IPO, the fair value of each share of underlying common stock was based on the closing price of our common stock as reported on the date of the grant on The Nasdaq Global Select Market. Expected Term —The expected term represents the period that stock options are expected to be outstanding. Since we do not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time our common stock has been publicly traded, the simplified method is used to estimate the expected term of our stock options. The simplified method calculates the expected term as the average of the time-to-vesting and the contractual life of the stock option. Expected Volatility —Since we do not have a trading history for our common stock, the expected volatility was derived from the historical stock volatilities of comparable peer public companies within our industry that are considered to be comparable to our business over a period equivalent to the expected term of the stock-based awards. Risk-Free Interest Rate —The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the date of grant for zero-coupon U.S. Treasury notes with maturities approximately equal to the stock-based awards’ expected term. Expected Dividend Rate —The expected dividend is zero as, other than the declaration and payment of a special one-time cash dividend of $ 85.0 million in March 2018, we have no t paid nor do we anticipate paying any dividends on our common stock in the foreseeable future. The expense is recognized over the requisite service period. 91 Table of Contents Corsair Gaming, Inc. Notes to Combined Consolidated Financial Statements — Continued 12. Net Income (Loss) Per Share Following the Reorganization, all share and per share information in this section has been revised as Corsair common share equivalents. The following table summarizes the calculation of basic and diluted net income (loss) per share: Year Ended December 31, 2020 2019 2018 (in thousands, except per share amounts) Numerator Net income (loss) $ 103,217 $ ( 8,394 ) $ ( 13,720 ) Denominator Weighted-average shares used to compute net income (loss) per share, basic 86,256 76,223 75,458 Effect of dilutive securities 4,321 — — Weighted-average shares used to compute net income (loss) per share, diluted 90,577 76,223 75,458 Net income (loss) per share: Basic $ 1.20 $ ( 0.11 ) $ ( 0.18 ) Diluted $ 1.14 $ ( 0.11 ) $ ( 0.18 ) Anti-dilutive potential common shares (1) 1,605 8,091 7,382 (1) Potential common share equivalents were not included in the calculation of diluted net income per share as the effect would have been anti-dilutive. 13. Income Taxes Income (loss) before income tax consists of the following: Year Ended December 31, 2020 2019 2018 (In thousands) Domestic $ ( 1,190 ) $ ( 18,407 ) $ ( 15,887 ) Foreign operations 123,232 5,008 5,180 Income (loss) before income tax $ 122,042 $ ( 13,399 ) $ ( 10,707 ) Income tax (expense) benefit consists of the following: Year Ended December 31, 2020 2019 2018 (In thousands) United States federal taxes: Current $ ( 363 ) $ ( 2,177 ) $ ( 1,029 ) Deferred 4,801 5,948 ( 209 ) State taxes: Current ( 1,313 ) ( 529 ) ( 113 ) Deferred 813 1,421 ( 64 ) Foreign taxes: Current ( 24,625 ) ( 3,824 ) ( 4,888 ) Deferred 1,862 4,166 3,290 Income tax (expense) benefit $ ( 18,825 ) $ 5,005 $ ( 3,013 ) 92 Table of Contents Corsair Gaming, Inc. Notes to Combined Consolidated Financial Statements — Continued The income tax (expense) benefit differs from the amount which would result by applying the applicable statutory deferral rate to income before income taxes as follows: Year Ended December 31, 2020 2019 2018 (In thousands) Provision at federal statutory rate $ ( 25,629 ) $ 2,814 $ 1,581 State taxes ( 5,363 ) 911 423 Foreign rate differential 10,185 300 439 Taxes on foreign operations ( 1,776 ) ( 1,520 ) — Research and development credits 1,534 — — Net operating loss — 2,557 — Change in valuation allowance 4,407 719 ( 5,411 ) Change in tax rate on deferred tax assets ( 743 ) ( 469 ) ( 245 ) Expired capital losses and tax credits — — 368 Other ( 1,440 ) ( 307 ) ( 168 ) Income tax (expense) benefit $ ( 18,825 ) $ 5,005 $ ( 3,013 ) The major drivers for the change in tax (expense) benefit in 2020 were a decrease in valuation allowance in 2020 as a result of the release of Federal valuation allowance due to anticipated increase in taxable income in future years from inclusion of foreign earnings under the Global Intangible Low-Taxed Income (“GILTI”) regime which the company has elected to account for as a period cost when incurred, the mix of income and losses in the various tax jurisdictions in which we operate, and the impact of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The disclosure for foreign rate differential reflects the impact of the effective tax rate benefit from operations in jurisdictions where the applicable foreign tax rate is lower than the U.S. statutory rate. We were not subject to any tax holidays or tax holiday terminations subject to disclosure during these periods that impacted loss per share. Deferred tax assets and liabilities comprise the following: December 31, 2020 2019 (In thousands) Deferred tax assets: Accrued expenses and reserves $ 14,387 $ 12,516 Equity-based compensation 1,794 1,720 NOL and capital losses 10,708 14,461 Interest expense carryover — 3,628 Tax credits 2,686 1,339 Other 692 355 Total deferred tax assets 30,267 34,019 Less valuation allowance ( 8,209 ) ( 12,615 ) Deferred tax liabilities: Intangible assets ( 47,018 ) ( 53,382 ) Other — ( 195 ) Net deferred tax liabilities $ ( 24,960 ) $ ( 32,173 ) We have established a valuation allowance of $ 8.2 million and $ 12.6 million as of December 31, 2020 and 2019, respectively, against our net deferred tax assets. We determine valuation allowance on deferred tax assets by considering both positive and negative evidence in order to ascertain whether it is more likely than not that deferred tax assets will be realized. Realization of deferred tax assets is dependent upon the generation of future taxable income, if any, the timing and amount of which are uncertain. Due to the anticipated future taxable income under the GILTI regime, we have released most of our valuation allowance except on $ 1.2 million of foreign tax credit carryovers for U.S. federal purposes and maintained a valuation allowance on certain of our California, Netherlands, and Luxemburg deferred tax assets. 93 Table of Contents Corsair Gaming, Inc. Notes to Combined Consolidated Financial Statements — Continued As of December 31, 2020, we had net operating loss carry forwards for federal, state and foreign tax purposes of $ 21.9 million, $ 26.4 million, and $ 15.4 million, respectively. The federal and state net operating losses will begin to expire starting in 2037 and 2031 , respectively. An immaterial amount of the foreign losses will expire in 2021 and the remaining will expire starting 2025 through 2037 . As defined under Internal Revenue Code Section 382, certain tax attributes are subject to an annual limitation as a result of our change in ownership in August 2017 due to the Acquisition Transaction. We do not expect our tax attributes to be materially affected by the annual limitation. The CARES Act, enacted on March 27, 2020, provides tax relief to individuals and businesses in light of the impacts of COVID-19. Changes in tax laws or rates are accounted for in the period of enactment and as a result, we have recorded income tax benefits of $ 0.6 million during the year ended December 31, 2020 resulting from the enactment of the CARES Act. As of December 31, 2020, we had $ 1.2 million of cumulative unrecognized tax benefits. All of these unrecognized tax benefits will favorably impact our effective tax rate in future periods to the extent benefits are recognized. There are no provisions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within 12 months of the reporting date. We did no t recognize significant expense for interest and penalties related to uncertain tax positions during 2020, 2019 and 2018. We file income tax returns with the U.S. federal government, various U.S. states and foreign jurisdictions including China, France, Germany, Hong Kong, Luxembourg, Netherlands, Slovenia, Taiwan, United Kingdom and Vietnam. Our tax returns in the U.S., various U.S. states and foreign jurisdictions remain open to examination from 2013 to 2019 . 14. Accumulated Other Comprehensive Income (Loss) The components of accumulated other comprehensive income (loss) were as follows: December 31, 2020 2019 (In thousands) Accumulated foreign currency translation gain (loss) $ 2,104 $ ( 373 ) Unrealized foreign exchange loss from long-term intercompany loans, net of tax ( 577 ) ( 1,798 ) Total Accumulated Other Comprehensive Income (Loss) $ 1,527 $ ( 2,171 ) 15. Related-Party Transactions A company affiliated with the general partner, EagleTree-Carbide (GP), LLC provides management and consulting services to us. We incurred $ 0.1 million, $ 0.3 million and $ 0.3 million for the years ended December 31, 2020, 2019, and 2018, respectively, which covers travel and out-of-pocket expenses related to such services. This management and consulting service agreement was terminated in September 2020. One of our directors, through one of his companies, entered into a service agreement to serve as our business management consultant. We incurred $ 48 thousand, $ 0.1 million and $ 0.1 million of consulting fees under the service agreement for the years ended December 31, 2020, 2019 and 2018, respectively. This service agreement was terminated in September 2020. We entered into a lease agreement with a business entity owned by our Chief Executive Officer and recorded associated rent expense of $ 15 thousand, $ 54 thousand and $ 54 thousand for the years ended December 31, 2020, 2019 and 2018. We provided a security deposit of $ 5 thousand as collateral for the lease. There was no unpaid rent balance as of December 31, 2020. As discussed in Note 8, we had a Second Lien Term Loan outstanding as of December 31, 2019. The total net carrying value of the Second Lien Term Loan balance held by all related parties, an affiliate of the Parent and one of our directors, was $ 5.8 million as of December 31, 2019. As of December 31, 2020, the outstanding balance of the Second Lien Term Loan was fully repaid and as a result, there was no debt held by related parties as of December 31, 2020. 94 Table of Contents Corsair Gaming, Inc. Notes to Combined Consolidated Financial Statements — Continued 16. Segment and Geographic Information The table below summarizes the financial information for each reportable segment: Year Ended December 31, 2020 2019 2018 (In thousands) Net revenue Gamer and Creator Peripherals $ 539,366 $ 294,141 $ 233,536 Gaming Components and Systems 1,163,001 803,033 704,017 Total net revenue $ 1,702,367 $ 1,097,174 $ 937,553 Gross Profit Gamer and Creator Peripherals $ 189,742 $ 81,363 $ 73,489 Gaming Components and Systems 275,687 142,924 119,206 Total gross profit $ 465,429 $ 224,287 $ 192,695 The CODM manages assets on a total company basis, not by operating segments; therefore, asset information and capital expenditures by operating segments are not presented. Geographic Information The following table summarizes our net revenue by geographic region based on the location of the customer: Year Ended December 31, 2020 2019 2018 (In thousands) Net revenue Americas $ 775,423 $ 460,256 $ 386,758 Europe and Middle East 624,214 406,435 348,798 Asia Pacific 302,730 230,483 201,997 Total net revenue $ 1,702,367 $ 1,097,174 $ 937,553 Revenues from sales to customers in the United States represented 38 %, 35 % and 35 % for the year ended December 31, 2020, 2019 and 2018, respectively. No other single country represented 10 % or more of total net revenue during these periods. Long-lived assets are comprised primarily of property and equipment, net. The following table summarizes property and equipment, net by country: December 31, 2020 2019 (In thousands) United States $ 5,764 $ 6,400 China 6,334 4,998 Taiwan 2,992 2,270 Other countries 1,385 1,697 Total property and equipment, net $ 16,475 $ 15,365 No other countries represented 10 % or more of our consolidated property and equipment, net as of December 31, 2020 and 2019. 95 Table of Contents Corsair Gaming, Inc. Notes to Combined Consolidated Financial Statements — Continued 17. Leases Our lease portfolio consists primarily of real estate facilities for manufacturing, distribution, warehousing and office use purposes under operating leases. We determine if an arrangement is or contains a lease at inception. ROU assets and lease liabilities are recognized at commencement based on the present value of the lease consideration in the contracts over the lease term. We do not record leases with an initial term of 12 months or less on our combined consolidated balance sheet but continue to record rent expense on a straight-line basis over the lease term. Certain of our lease agreements include options to extend or renew the lease terms. Such options are excluded from the ROU assets and lease liabilities unless they are reasonably certain to be exercised. Operating lease expense is recognized on a straight-line basis over the lease term. We apply the incremental borrowing rate, using a portfolio approach, in determining the present value of the lease consideration, as our leases do not provide an implicit rate. Our incremental borrowing rate is the rate of interest we would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Because we generally do not borrow on a collateralized basis, we consider a combination of factors to determine our incremental borrowing rate , including our credit worthiness, adjusted to approximate a collateralized rating, observable market yield curves, and the U.S. and foreign currency risk-free rates. Our variable lease expense consists primarily of warehousing and distribution services related to our outsourced distribution hubs, and to a lesser extent, variable costs related to office common area maintenance charges. Our service contracts with third-party logistic service providers include both fixed payments for the use of a fixed warehouse space and variable payments based on the usage of their services for distribution and warehouse management. The fixed payments are included in the calculation of the ROU asset and lease liability, but the variable payments are expensed as incurred. In addition, our real estate leases typically contain variable payments for office common area maintenance and these costs are also expensed as incurred. The table below summarizes the components of lease expenses: Year Ended December 31, 2020 (In thousands) Operating lease expense $ 9,406 Variable lease expense 7,305 Total lease expense $ 16,711 Supplemental cash flow information related to leases: Year Ended December 31, 2020 (In thousands) Cash payments included in the measurement of our operating lease liabilities $ 8,949 Operating lease ROU assets recognized in exchange for operating lease obligations $ 15,976 As of December 31, 2020, the weighted-average remaining lease term was 3.9 years and the weighed-average discount rate was 3.9 %. 96 Table of Contents Corsair Gaming, Inc. Notes to Combined Consolidated Financial Statements — Continued Amounts of future undiscounted cash flows related to operating lease payments over the lease term included in the measurement of lease liabilities as of December 31, 2020 are as follows: Amounts (In thousands) 2021 $ 9,457 2022 6,921 2023 5,878 2024 4,278 2025 565 Thereafter 1,592 Total future lease payments $ 28,691 Less: Imputed interest ( 2,050 ) Present value of operating lease liabilities $ 26,641 Current portion of operating lease liabilities (1) $ 9,070 Long-term operating lease liabilities (1) $ 17,571 (1) The current portion and long-term portion of operating lease liabilities are included in “other liabilities and accrued expenses” and “other liabilities, noncurrent”, respectively, on our combined consolidated balance sheets. Future minimum lease payments under non-cancelable operating leases as of December 31, 2019, as defined under the previous lease accounting guidance of ASC Topic 840, were as follows: Amounts (In thousands) 2020 $ 7,525 2021 5,786 2022 2,701 2023 1,584 2024 1,025 Thereafter — Total $ 18,621 18. Selected Quarterly Financial data (unaudited) Year ended December 31, 2020 Year ended December 31, 2019 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 (In thousands, except per share amounts) Net revenues $ 308,518 $ 380,407 $ 457,103 $ 556,339 $ 245,383 $ 240,864 $ 284,372 $ 326,555 Gross profit 78,622 105,064 127,944 153,799 48,083 45,524 60,227 70,453 Operating income (loss) 13,337 36,410 49,721 58,893 378 ( 1,851 ) 10,962 14,218 Net income (loss) 1,217 22,600 36,357 43,043 ( 8,493 ) ( 7,432 ) 1,519 6,012 Basic net income (loss) per share $ 0.01 $ 0.27 $ 0.43 $ 0.47 $ ( 0.11 ) $ ( 0.10 ) $ 0.02 $ 0.08 Diluted net income (loss) per share $ 0.01 $ 0.26 $ 0.40 $ 0.43 $ ( 0.11 ) $ ( 0.10 ) $ 0.02 $ 0.08 97 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None.