Corsair Gaming, Inc. 10-K

Item 8. Financial Statements and Supplementary Data. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm 55 Consolidated Statements of Operations - Years ended December 31, 2022, 2021, and 2020 57 Consolidated Statements of Comprehensive Income (Loss) – Years ended December 31, 2022, 2021, and 2020 58 Consolidated Balance Sheets – As of December 31, 2022 and 2021 59 Consolidated Statements of Stockholders’ Equity - Years ended December 31, 2022, 2021, and 2020 60 Consolidated Statements of Cash Flows - Years ended December 31, 2022 and 2021, and 2020 61 Notes to Consolidated Financial Statements 62 54 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors Corsair Gaming, Inc.: Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting We have audited the accompanying consolidated balance sheets of Corsair Gaming, Inc. and subsidiaries (the Company) as of December 31, 2022 and 2021, the related 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, 2022, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting 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 audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the 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 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 consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. 55 Table of Contents Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the 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 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 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. Transaction price in contracts with customers As discussed in Note 2 to the 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 are recorded based on historical experience and forecasted incentives, and 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 $27.2 million and $58.6 million, respectively, as of December 31, 2022. 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 (1) the Company’s historical return rates, and (2) the length of time between when a sale occurs and a return is processed, which are used to determine accrued reserves for sales returns. In addition, subjective auditor judgment was required to evaluate the reliability of data used to determine certain accrued reserves for customer incentive programs. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s process to determine the transaction price, including controls related to estimating variable consideration related to product returns and customer incentives. We evaluated the historical return rates by assessing the historical relationship between sales and returns, considering the effect of external market conditions obtained from peer company data. We evaluated the length of time between when a sale occurs and a return is processed by recalculating the time between (1) the return dates from customers’ return claims and (2) the estimated date the sale occurred. We evaluated the reliability of data used to determine certain accrued reserves for 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 or the claim from the customer if it was received by the Company before December 31, 2022. /s/ KPMG LLP We have served as the Company’s auditor since 2007. San Francisco, California February 27, 2023 56 Table of Contents Corsair Gaming, Inc. Consolidated Statements of Operations (In thousands, except per share amounts) Year Ended December 31, 2022 2021 2020 Net revenue $ 1,375,098 $ 1,904,060 $ 1,702,367 Cost of revenue 1,078,466 1,390,206 1,236,938 Gross profit 296,632 513,854 465,429 Operating expenses: Sales, general and administrative 284,932 315,672 257,004 Product development 66,493 60,288 50,064 Total operating expenses 351,425 375,960 307,068 Operating income (loss) ( 54,793 ) 137,894 158,361 Other (expense) income: Interest expense, net ( 9,186 ) ( 17,673 ) ( 35,137 ) Other (expense) income, net 213 ( 5,661 ) ( 1,182 ) Total other expense, net ( 8,973 ) ( 23,334 ) ( 36,319 ) Income (loss) before income taxes ( 63,766 ) 114,560 122,042 Income tax benefit (expense) 9,820 ( 13,600 ) ( 18,825 ) Net income (loss) ( 53,946 ) 100,960 103,217 Less: Net income attributable to noncontrolling interest 442 — — Net income (loss) attributable to Corsair Gaming, Inc. $ ( 54,388 ) $ 100,960 $ 103,217 Calculation of net income (loss) per share attributable to common stockholders of Corsair Gaming, Inc.: Net income (loss) attributable to Corsair Gaming, Inc. $ ( 54,388 ) $ 100,960 $ 103,217 Change in redemption value of redeemable noncontrolling interest ( 6,536 ) — — Net income (loss) attributable to common stockholders of Corsair Gaming, Inc. $ ( 60,924 ) $ 100,960 $ 103,217 Net income (loss) per share attributable to common stockholders of Corsair Gaming, Inc.: Basic $ ( 0.63 ) $ 1.08 $ 1.20 Diluted $ ( 0.63 ) $ 1.01 $ 1.14 Weighted-average common shares outstanding: Basic 96,280 93,260 86,256 Diluted 96,280 100,004 90,577 The accompanying notes are an integral part of these consolidated financial statements. 57 Table of Contents Corsair Gaming, Inc. Consolidated Statements of Comprehensive Income (Loss) (In thousands) Year Ended December 31, 2022 2021 2020 \ Net income (loss) $ ( 53,946 ) $ 100,960 $ 103,217 Other comprehensive income (loss): Foreign currency translation adjustments, net of tax benefit of $ 344 , $ 0 and $ 0 for the years ended December 31, 2022, 2021 and 2020, respectively ( 7,067 ) ( 1,482 ) 2,477 Unrealized foreign exchange gain (loss) from long-term intercompany loans, net of tax benefit (expense) of $ 182 , $ 76 , and $( 150 ) for the years ended December 31, 2022, 2021, and 2020, respectively ( 150 ) ( 385 ) 1,221 Comprehensive income (loss) ( 61,163 ) 99,093 106,915 Less: Comprehensive loss attributable to noncontrolling interest ( 234 ) — — Comprehensive income (loss) attributable to Corsair Gaming, Inc. $ ( 60,929 ) $ 99,093 $ 106,915 The accompanying notes are an integral part of these consolidated financial statements. 58 Table of Contents Corsair Gaming, Inc. Consolidated Balance Sheets (In thousands, except per share amounts) December 31, 2022 2021 Assets Current assets: Cash $ 151,180 $ 62,415 Restricted cash 2,647 2,734 Accounts receivable, net 235,656 291,287 Inventories 192,717 298,315 Prepaid expenses and other current assets 40,593 51,024 Total current assets 622,793 705,775 Restricted cash, noncurrent 233 231 Property and equipment, net 34,927 16,819 Goodwill 347,747 317,054 Intangible assets, net 216,255 225,709 Other assets 75,290 71,808 Total assets $ 1,297,245 $ 1,337,396 Liabilities Current liabilities: Debt maturing within one year, net $ 6,495 $ 4,753 Accounts payable 172,033 236,120 Other liabilities and accrued expenses 164,470 205,874 Total current liabilities 342,998 446,747 Long-term debt, net 232,170 242,898 Deferred tax liabilities 18,054 25,700 Other liabilities, noncurrent 48,589 53,871 Total liabilities 641,811 769,216 Commitments and Contingencies (Note 9) Temporary equity Redeemable noncontrolling interest 21,367 — Permanent equity Corsair Gaming, Inc. stockholders’ equity: Preferred stock, $ 0.0001 par value: 5,000 shares authorized, nil and nil shares issued and outstanding as of December 30, 2022 and 2021, respectively — — Common stock, $ 0.0001 par value: 300,000 shares authorized, 101,385 and 94,510 shares issued and outstanding as of December 31, 2022 and 2021, respectively 10 9 Additional paid-in capital 593,486 470,364 Retained earnings 37,223 98,147 Accumulated other comprehensive loss ( 6,881 ) ( 340 ) Total Corsair Gaming, Inc. stockholders’ equity 623,838 568,180 Nonredeemable noncontrolling interest 10,229 — Total permanent equity 634,067 568,180 Total liabilities, temporary equity and permanent equity $ 1,297,245 $ 1,337,396 The accompanying notes are an integral part of these consolidated financial statements. 59 Table of Contents Corsair Gaming, Inc. Consolidated Statements of Stockholders’ Equity (In thousands) Common Stock Additional Paid-in Retained Earnings (Accumulated Accumulated Other Comprehensive Total Stockholders’ Nonredeemable Noncontrolling Total Permanent Shares Amount Capital Deficit) Income (Loss) Equity Interest Equity Balance as of December 31, 2019 84,079 $ 8 $ 324,968 $ ( 106,030 ) $ ( 2,171 ) $ 216,775 $ — $ 216,775 Net income — — — 103,217 — 103,217 — 103,217 Other comprehensive income — — — — 3,698 3,698 — 3,698 Issuance of common stock to directors 20 — — — — — — — Issuance of common stock upon initial public offering, net of underwriting discounts, commissions and other offering costs 7,500 1 106,566 — — 106,567 — 106,567 Issuance of common stock in connection with employee equity incentive plans 336 — 1,337 — — 1,337 — 1,337 Shares withheld related to net share settlement — — — — — — — — Stock-based compensation — 5,796 — — 5,796 — 5,796 Balance as of December 31, 2020 91,935 9 438,667 ( 2,813 ) 1,527 437,390 — 437,390 Net income — — — 100,960 — 100,960 — 100,960 Other comprehensive loss — — — — ( 1,867 ) ( 1,867 ) — ( 1,867 ) Issuance of common stock in connection with employee equity incentive plans 2,590 — 14,872 — — 14,872 — 14,872 Shares withheld related to net share settlement ( 15 ) — ( 417 ) — — ( 417 ) — ( 417 ) Stock-based compensation — — 17,242 — — 17,242 — 17,242 Balance as of December 31, 2021 94,510 9 470,364 98,147 ( 340 ) 568,180 — 568,180 Net income (loss) — — — ( 54,388 ) — ( 54,388 ) 181 ( 54,207 ) Other comprehensive loss — — — — ( 6,541 ) ( 6,541 ) ( 276 ) ( 6,817 ) Issuance of common stock in relation to public offering, net of underwriting discounts, commissions and other offering costs 5,045 1 80,861 — — 80,862 — 80,862 Issuance of common stock in relation to business acquisition 690 — 14,504 — — 14,504 — 14,504 Noncontrolling interest from business combination — — — — — — 12,084 12,084 Change in redemption value of redeemable noncontrolling interest — — — ( 6,536 ) — ( 6,536 ) — ( 6,536 ) Dividend paid to nonredeemable noncontrolling interest — — — — — — ( 1,760 ) ( 1,760 ) Issuance of common stock in connection with employee equity incentive plans 1,221 — 7,015 — — 7,015 — 7,015 Shares withheld related to net share settlement ( 81 ) — ( 1,512 ) — — ( 1,512 ) — ( 1,512 ) Stock-based compensation — — 22,254 — — 22,254 — 22,254 Balance as of December 31, 2022 101,385 $ 10 $ 593,486 $ 37,223 $ ( 6,881 ) $ 623,838 $ 10,229 $ 634,067 The accompanying notes are an integral part of these consolidated financial statements. 60 Table of Contents Corsair Gaming, Inc. Consolidated Statements of Cash Flows (in thousands) Year Ended December 31, 2022 2021 2020 Cash flows from operating activities: Net income (loss) $ ( 53,946 ) $ 100,960 $ 103,217 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Stock-based compensation 22,158 17,235 5,796 Depreciation 10,728 10,300 9,318 Amortization 42,795 34,794 33,916 Debt issuance costs amortization 398 1,458 2,550 Loss on debt extinguishment — 4,868 4,114 Deferred income taxes ( 21,736 ) ( 11,962 ) ( 7,476 ) Other 4,469 3,291 2,594 Changes in operating assets and liabilities: Accounts receivable 55,845 444 ( 91,492 ) Inventories 111,288 ( 71,316 ) ( 80,086 ) Prepaid expenses and other assets 1,268 ( 13,177 ) ( 7,953 ) Accounts payable ( 65,928 ) ( 63,722 ) 116,522 Other liabilities and accrued expenses ( 40,950 ) 7,019 77,933 Net cash provided by operating activities 66,389 20,192 168,953 Cash flows from investing activities: Acquisition of businesses, net of cash acquired ( 19,534 ) ( 4,846 ) ( 1,291 ) Payment of deferred and contingent consideration ( 185 ) ( 4,721 ) — Purchase of property and equipment ( 26,315 ) ( 10,974 ) ( 8,989 ) Investment in available-for-sale convertible note ( 1,000 ) — — Net cash used in investing activities ( 47,034 ) ( 20,541 ) ( 10,280 ) Cash flows from financing activities: Proceeds from issuance of debt, net — 248,513 — Repayment of debt and debt issuance costs ( 9,483 ) ( 328,392 ) ( 190,588 ) Borrowings from line of credit 701,500 63,500 — Repayment of line of credit ( 701,500 ) ( 63,500 ) — Proceeds from public offering, net of underwriting discounts and commissions 81,655 — 118,575 Payment of other offering costs ( 296 ) — ( 8,455 ) Proceeds from issuance of shares through employee equity incentive plans 7,015 14,872 1,337 Payment of taxes related to net share settlement of equity awards ( 1,532 ) ( 397 ) — Dividend paid to noncontrolling interest ( 4,312 ) — — Payment of contingent consideration ( 438 ) — — Net cash provided by (used in) financing activities 72,609 ( 65,404 ) ( 79,131 ) Effect of exchange rate changes on cash ( 3,284 ) ( 2,435 ) 2,079 Net increase (decrease) in cash and restricted cash 88,680 ( 68,188 ) 81,621 Cash and restricted cash at the beginning of the year 65,380 133,568 51,947 Cash and restricted cash at the end of the year $ 154,060 $ 65,380 $ 133,568 Supplemental cash flow disclosures: Cash paid for interest $ 9,019 $ 11,267 $ 27,957 Cash paid for income taxes 14,221 41,243 13,505 Supplemental disclosure of non-cash investing and financing activities: Equipment purchased and unpaid at period end $ 4,985 $ 2,122 $ 1,832 Issuance of common stock relating to business acquisitions 14,505 — — Deferred purchase consideration related to business acquisitions — 202 145 Measurement period adjustments relating to business acquisitions — 50 1,531 The accompanying notes are an integral part of these consolidated financial statements. 61 Table of Contents Corsair Gaming, Inc. Notes to Consolidated Financial Statements 1. Description of Business 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, many of which build their own PCs using our components. Corsair is organized into two reportable segments: • Gamer and creator peripherals . Includes our high-performance gaming keyboards, mice, headsets, controllers, and streaming gear, which includes capture cards, Stream Decks, USB microphones, our Facecam streaming camera, 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, and DRAM modules, as well as high-end prebuilt and custom-built gaming PCs and laptops, and gaming monitors, among others . Offerings 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. On July 22, 2022, we filed a shelf registration statement on Form S-3 with the SEC, which was declared effective August 1, 2022 (“2022 Shelf Registration Statement”). The 2022 Shelf Registration Statement registered securities to be offered by us, in an amount up to $ 300.0 million, including common stock, preferred stock and warrants. In addition, the 2022 Shelf Registration Statement registered 54,179,559 shares of common stock held by the selling securityholders named in the 2022 Shelf Registration Statement. We will not receive any of the proceeds from the sale of the shares registered by the selling securityholders. In November 2022, we issued 4,545,455 shares of common stock at a price of $ 16.50 per share in a registered underwritten public offering pursuant to the 2022 Shelf Registration Statement. Following the partial exercise in December 2022 by the underwriters of their option to purchase additional shares, we issued an additional 500,000 shares. The total proceeds from the underwritten public offering, net of underwriting discounts, commission and offering expenses, were approximately $ 81.0 million. 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying 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 (“SEC”). The accompanying consolidated financial statements include the accounts of Corsair and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. For consolidated entities where we own less than 100% of the equity, our consolidated net comprehensive income (loss) is reduced by the portion attributable to the noncontrolling interest. In determining whether an entity is considered a controlled entity, we apply the VIE (variable interest entity) and VOE (voting interest entity) models. Entities that do not qualify as a VIE are assessed for consolidation under the VOE model. Under the VOE model, we consolidate the entity if we determine that we have a controlling financial interest in the entity through our ownership of greater than 50% of the outstanding voting shares of the entity and that other equity holders do not have substantive voting, participating or liquidation rights. On January 1, 2022 (“Closing” or “Closing Date”), we completed the acquisition of a 51 % ownership stake in Elgato iDisplay Holdings LTD. and its related companies (together “iDisplay”). (See Note 5, “Business Combination - iDisplay Acquisition” for more details on the iDisplay Acquisition). We have determined that iDisplay does not qualify as a VIE and Corsair has a controlling financial interest in iDisplay under the VOE model and therefore, iDisplay is fully consolidated with Corsair with effect from January 1, 2022. 62 Table of Contents Use of Estimates The preparation of 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 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, and deferred income tax. As of December 31, 2022, the impact to our business from the changing macroeconomic factors continued to unfold. We continue to assess and evaluate impacts from the events in Ukraine, inflationary concerns and, certain supply chain disruptions, as well as the impacts of COVID-19 pandemic that remain uncertain and cannot be predicted. As a result, many of our estimates and assumptions required increased judgment and may carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change in future periods. Management bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances. Management believes that the accounting estimates employed and the resulting amounts are reasonable; however, actual results may differ from these estimates. Making estimates and judgments about future events is inherently unpredictable and is subject to significant uncertainties, some of which are beyond our control. Should any of these estimates and assumptions change or prove to have been incorrect, it could have a material impact on our results of operations, financial position and cash flows. Revenue Recognition We determine revenue recognition through the following five-step approach: • 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 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. Our products are primarily sold through a network of distributors and retailers, including online retailers, and to a lesser extent direct to consumers. We primarily 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 these 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. We have 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 63 Table of Contents 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 rebates, product returns and price protection. 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 rates. Return rates 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. Significant management judgments and estimates must be used to determine the cost of these programs to be included in the transaction price in any accounting period including a reduction for the estimate of amounts that ultimately will not be claimed for certain customer incentive programs. We use the expected value method to arrive at the amount of variable consideration. The Company constrains variable consideration until the likelihood of a significant revenue reversal is not probable. The accrual estimates are based on actual sales data, historical experience, forecasted incentives, anticipated volume of future purchases, and inventory levels in the channel. During the years ended December 31, 2022 and 2021, 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 the majority of the 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. Contract Balances Contract liabilities are recorded when cash payments are received or due in advance of performance, primarily for our webstore sales and extended warranty subscriptions. Contract liabilities are included in other liabilities and accrued expenses and other liabilities noncurrent on the consolidated balance sheets. Cost of Revenue Cost of revenue consists of product costs, including purchases from 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, inventory valuation 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. Product Development Costs Product development costs are generally expensed as incurred. 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. 64 Table of Contents Advertising Costs Advertising costs are expensed as incurred and are included as a component of sales, general and administrative expense in the consolidated statements of operations. Advertising and promotion expenses were $ 17.3 million, $ 19.8 million, and $ 19.1 million for the years ended December 31, 2022, 2021, and 2020, respectively. Stock-Based Compensation We measure and recognize compensation for all stock-based compensation awards, including stock options, stock purchase rights and restricted stock units (“RSU”), based upon the grant-date fair value of those awards. The grant-date fair value of our stock options and stock purchase rights is estimated 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 and 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 . Includes our high-performance gaming keyboards, mice, headsets, controllers, and streaming gear, which includes capture cards, Stream Decks, USB microphones, our Facecam streaming camera, 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, and DRAM modules, as well as high-end prebuilt and custom-built gaming PCs and laptops, and gaming monitors, 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, 2022 and 2021 was $ 2.9 million and $ 3.0 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. On September 29, 2022, one of our fully consolidated subsidiaries entered into an accounts receivable factoring agreement (“Factoring Agreement ” ) with a third-party financial institution (“Factor ” ). Pursuant to the terms of the arrangement, we sell certain of our customer receivables on a non-recourse basis to the Factor. Proceeds from factoring the accounts receivable are due upon collection of payments from the customers, but upon our request, the Factor may, at their sole discretion, remit a portion of the proceeds to us prior to their collection of payments from the customers. Our obligations to the Factor, related to advances from the Factor, are secured by certain assets of our subsidiary. Transactions under this agreement are accounted for as sales of accounts receivable, and the receivables sold are removed from the consolidated balance sheet at the time of the sales transaction. We classify proceeds received from the sales of accounts receivable as an operating cash flow in the consolidated statement of cash flows. We record the factoring fees in selling, general and administrative expenses in our consolidated statement of operations. In the year ended December 31, 2022, we sold receivables and received cash proceeds of $ 175.1 million and $ 83.4 million, respectively. The factoring fees incurred in the year ended December 31, 2022 totaled $ 0.5 million . 65 Table of Contents As of December 31, 2022, t he amount due from the Factor was $ 91.0 million , or 38.6 % of our accounts receivable, net balance, and there was one other customer with more than 10% of our accounts receivable, net balance. Two customers represented 10% or more of our accounts receivable, net balance as of December 31, 2021. 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, 2022, 2021 and 2020. 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. We recognized inventory impairment related charges of $ 25.5 million and $ 7.9 million for the years ended December 31, 2022, and 2021, respectively. The increase in inventory impairment related charges in the year ended December 31, 2022 was primarily due to the buildup of excess inventory in the distribution channels as the demand from our customers was negatively impacted in 2022, primarily due to unfavorable macroeconomic conditions and also because more entertainment options have become available as a result of the easing of COVID-19 shelter-in-place restrictions. 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 . 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. Right-of-use (“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 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. We account for the lease and non-lease components as a single lease component. Operating lease expense is recognized on a straight-line basis over the lease term. We apply the incremental borrowing rate, 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 do not frequently 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. 66 Table of Contents 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 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. 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 consolidated financial statements prospectively from the date of 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 Indefinite-lived Intangible Assets Goodwill and indefinite-lived intangible assets are not amortized and are tested for impairment on an annual basis at October 1 or between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit or asset below its carrying value. We perform our annual goodwill impairment assessment at the reporting unit level and our indefinite-lived intangible assets at the individual asset level. In reviewing 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 proceed 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 2022 annual goodwill impairment test, we bypassed the qualitative assessment and performed a quantitative assessment in accordance with our policy and concluded that goodwill was not impaired. For the 2022 annual impairment test for our indefinite-lived intangible assets, we performed a qualitative assessment and determined that an impairment was not more likely than not and no further analysis was required. We have not recorded any impairment charges related to goodwill or indefinite-lived intangible assets for any prior periods. Intangible Assets with finite-lives and Long-Lived Assets Our intangible assets with finite lives principally include acquired technology, patents, tradenames, customer relationships and non-compete agreements. The assets are carried at cost and amortized using a straight-line method over the estimated economic lives of the assets. 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. 67 Table of Contents Our long-lived assets are primarily comprised of operating lease ROU assets , property and equipment and capitalized implementation costs of cloud computing arrangements . We evaluate the recoverability of intangible assets with finite lives and long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. For ROU assets such circumstances would include a decision to abandon the use of all or part of an asset, or subleases that do not fully recover the costs of the associated lease. Recoverability is measured by comparing the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If it is determined that an asset may not be recoverable, an impairment loss equal to the excess of the asset’s carrying value over its fair value is recorded. Fair value is determined based on an asset’s projected discounted future cash flow or appraised value, depending on the nature of the asset. Such impairment charges recorded in the periods presented were not material. 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 ten years , and for life for memory products. Our warranty does not provide a service beyond assuring that the product complies with agreed-upon specifications. 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 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. 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. In connection with such nonmonetary transactions with our manufacturers, as of December 31, 2022, we recognized $ 1.0 million prepaid inventory and $ 1.3 million accrued liabilities, and as of December 31, 2021, we recognized $ 5.0 million prepaid inventory and $ 5.4 million accrued liabilities. Because the transactions are nonmonetary, they have not been included in the 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 income (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 consolidated statements of operations and the amounts were $( 1.4 ) million, $( 6.3 ) million and $ 1.6 million for the years ended December 31, 2022, 2021 and 2020, 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 as a component of accumulated other comprehensive income (loss). Noncontrolling Interest We have included both redeemable noncontrolling interest and noncontrolling interest in our consolidated balance sheet in connection with our consolidation of the 51 % ownership of iDisplay . 68 Table of Contents Redeemable noncontrolling interest that are redeemable and not solely within our control are classified within temporary equity in the consolidated balance sheets. Redeemable noncontrolling interest are measured at the greater of the redemption value (calculated based on the formula stipulated in the Shareholders Agreement between the iDisplay seller and Corsair and including the amounts for dividends not currently declared or paid, for which the payment is not solely within our control), or the carrying value before giving effect to the redemption feature. The redeemable noncontrolling interest are recorded at their maximum redemption value at each reporting date. The redemption value is remeasured each quarter and changes in the value are recognized immediately. Any resulting change in the value of the redeemable noncontrolling interest is recognized through retained earnings and this adjustment also impacts the net income or loss attributable to common stockholders of Corsair Gaming, Inc used in the net income (loss) per share calculation. (See Note 12 “Net Income (Loss) Per Share” and Note 17 “Redeemable Noncontrolling Interest” for more information). In addition, we have noncontrolling interest recorded at carrying value which do not have redemption features and are classified within permanent equity in our consolidated balance sheet. 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 consolidated financial statements. 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 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 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. We adopted this standard effective January 1, 2022 . The adoption of this new standard did not have a material impact on our consolidated financial statements. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805), which requires contract assets and contract liabilities (i.e., deferred revenue) acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers. Generally, this new guidance will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree. Historically, such amounts were recognized by the acquirer at fair value in acquisition accounting. We adopted this standard effective January 1, 2022 . The adoption of this new standard did not have a material impact on our consolidated financial statements. Recently Issued Accounting Pronouncements, Not Yet Adopted None. 69 Table of Contents 3. Fair Value Measurement The balances of our financial assets that were measured at fair value on a recurring basis as of December 31, 2022 and 2021 were not material. The following tables summarize our financial 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 (in thousands): December 31, 2022 (Level 1) (Level 2) (Level 3) Total Liabilities: Deferred cash consideration in connection with a business acquisition—SCUF (1) $ — $ — $ 954 $ 954 Foreign currency forward contracts (2) — 484 — 484 Total liabilities $ — $ 484 $ 954 $ 1,438 December 31, 2021 (Level 1) (Level 2) (Level 3) Total Liabilities: Deferred cash consideration in connection with a business acquisition—SCUF (1) $ — $ — $ 1,250 $ 1,250 Foreign currency forward contracts (2) — 427 — 427 Other — — 224 224 Total liabilities $ — $ 427 $ 1,474 $ 1,901 ( 1 ) In December 2019, one of our subsidiaries entered into an Agreement and Plan of Merger with Scuf Holdings, Inc. and its subsidiaries (collectively “SCUF”) and acquired 100% of their equity interests (the “SCUF Acquisition”). 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, and these estimates represent a level 3 fair value measurement . The $ 1.3 million liability as of December 31, 2021 consist of $ 0.3 million based on a contractual amount and the remaining $ 1.0 million is subject to update upon filing our tax return for tax year 2021. In March 2022, we paid the $ 0.3 million contractual amount, and the contingency around the remaining $ 1.0 million liability was finalized in the fourth quarter of 2022 and this amount is expected to be paid in the first quarter of 2023 . (2) The fair values of the forward contracts 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 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 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 consolidated statements of operations. We do no t enter into derivative instruments for trading purposes. The foreign currency forward contracts generally mature within two to four months . The notional principal amount of outstanding foreign exchange forward contracts was $ 23.4 million and $ 48.6 million as of December 31, 2022 and December 31, 2021, respectively. The net fair value gain (loss) recognized in other (expense) income, net in relation to these derivative instruments was $ 2.4 million, $ 0.5 million, and $( 3.0 ) million for the year ended December 31, 2022, 2021, and 2020, respectively. 5. Business Combinations iDisplay Acquisition On January 1, 2022, we completed the acquisition of a 51 % ownership stake in iDisplay (the “iDisplay Acquisition”), a leader in electronic development and design specializing in display technology, headquartered in Taiwan. The fair value consideration for iDisplay was $ 36.4 million, including $ 21.9 million in cash and the issuance of 690,333 shares of our common stock with a fair value of $ 14.5 million at Closing Date. The consideration was reduced for the effective 51 % settlement of a pre-existing contractual accounts payable balance owed to iDisplay of $ 3.5 million. The iDisplay Acquisition will 70 Table of Contents allow us to direct the development and integration of iDisplay’s display-based touch-screen technologies into our products for creators, gamers and streamers. iDisplay’s results of operations are fully consolidated with Corsair with effect from January 1, 2022. The seller of iDisplay (the “iDisplay Seller”) has retained 49 % noncontrolling interest in iDisplay. Under the Shareholders Agreement between Corsair and the iDisplay Seller, a put option was provided to the iDisplay Seller and a call option was provided to Corsair for the option to transfer (i) 14 % ownership interest in iDisplay to Corsair upon the first anniversary of the Closing and (ii) an additional 15 % of ownership interest in iDisplay to Corsair upon the second anniversary of the Closing. Both put and call options expire on January 1, 2025 . The exercise price of the put option and the call option is based on multiples of iDisplay’s trailing twelve-month earnings before interest, income tax, depreciation and amortization (“TTM EBITDA”) less any debt. The 29 % noncontrolling interest subject to the put option is considered a redeemable noncontrolling interest. See Note 2, “Summary of Significant Accounting Policies – Noncontrolling Interest” and Note 17, “Redeemable Noncontrolling Interest” for more information regarding the redeemable noncontrolling interest. The fair value of the 49 % noncontrolling interest was estimated to be $ 29.6 million. The control premium was based on an analysis considering similar market transactions involving control premiums, as well as factors specific to iDisplay, including its significant customer concentration. Subsequent to the iDisplay Acquisition Closing Date, we recorded measurement period adjustments which increased goodwill by $ 1.0 million and decreased identifiable intangible assets and deferred liabilities by $ 1.1 million and $ 0.1 million, respectively. The final allocation of the iDisplay Acquisition purchase consideration to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date is as follows (in thousands): Amounts Cash $ 2,330 Accounts receivable 3,382 Inventories 2,772 Prepaid and other assets 424 Operating lease right-of-use asset 360 Property and equipment 277 Identifiable intangible assets 34,200 Goodwill 32,987 Total assets acquired 76,732 Accounts payable ( 5,106 ) Deferred tax liabilities ( 4,561 ) Accrued liabilities ( 731 ) Operating lease liabilities ( 360 ) Total liabilities assumed ( 10,758 ) Net assets acquired 65,974 Noncontrolling interest ( 29,606 ) Fair value of consideration transferred $ 36,368 Purchase consideration: Cash $ 21,864 Corsair common stock 14,504 Fair value of consideration transferred $ 36,368 The fair value of certain working capital related items, including accounts receivable, prepaid and other assets, accounts payable and accrued liabilities, as well as the fair value of property and equipment approximated their book values at the date of the iDisplay Acquisition. The fair value of the inventories was estimated by major category, at net realizable value, which we believe approximates the price a market participant could achieve in a current sale. The difference between the fair value of the inventories and the book value recorded by iDisplay on the acquisition date was $ 0.3 million, which was recognized in cost of revenue in the consolidated statements of operations upon the sale of the acquired inventory. The goodwill recognized for the iDisplay Acquisition, which is the excess of the purchase consideration over the fair value of the identifiable intangible assets and the net tangible assets and liabilities acquired, has been estimated to be $ 33.0 million, of which $ 29.3 million and $ 3.7 million are assigned to our gamer and creator peripherals reporting unit and gaming component and systems reporting unit, respectively. We believe goodwill represents the strengthening of our supply chain with display-based touch-screen 71 Table of Contents technologies into our products for creators, gamers and streamers, and the ability to design and generate new technologies to enhance the features of our products. A portion of the identifiable intangible assets are not deductible for tax purposes for which a $ 4.6 million deferred tax liability has been estimated at the date of acquisition for the difference between the book and tax bases of these assets. The goodwill is not deductible for tax purposes. Valuation of identified intangible assets The following table summarizes the valuation of the identifiable intangible assets acquired in the iDisplay Acquisition and the estimate of their respective useful lives as of the Closing Date, including subsequent measurement period adjustments: Valuation Useful Life (In thousands) (In years) Patent portfolio $ 5,100 6 Supplier relationships 6,800 6 Developed technology 22,300 6 Total identifiable intangible assets $ 34,200 The fair value of patent portfolio was estimated using the relief from royalty approach and the economic useful life was determined based on the average product life cycle of the products manufactured by iDisplay. The supplier relationships intangible asset represents the value assigned to the relationship iDisplay had established over the years with a broad network of suppliers and OEMs that have been crucial to the quality and magnitude of iDisplay manufacturing capability. The fair value of supplier relationships was estimated using the multi-period excess earnings approach and the economic useful life was determined to be aligned with the estimated useful life of the developed technology acquired from iDisplay. The developed technology intangible asset represents unpatented propriety technologies, such as hardware designs and architectures and process technologies used in the on-going research and design of the products manufactured by iDisplay. The fair value of developed technology was estimated using the income approach and the economic useful life was based on the technology cycle of the products manufactured, as well as the cash flows anticipated over the forecasted periods. The valuations of the intangible assets were calculated with the assistance of a third-party valuation firm. The fair values of these intangibles were valued based on long-term cash flow projections, which we consider to be Level 3 inputs. These intangibles 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. Amortization of patent portfolio and supplier relationships is included in cost of revenue and amortization of developed technology is included in product development expense in our consolidated statements of operations. Acquisition-related costs We incurred acquisition-related costs of approximately $ 0.5 million and $ 0.6 million for the year ended December 31, 2022 and 2021, respectively. These costs are recorded in sales, general and administrative expenses in the consolidated statement of operations. Unaudited Pro-forma Financial Information Pro forma financial information is not included because the effects of the acquisition are not material to our consolidated statements of operations for 2021. 6. Goodwill and Intangible Assets Goodwill 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. 72 Table of Contents The following table summarizes the changes in the carrying amount of goodwill by reportable segment (in thousands): Gaming Components and Systems Gamer and Creator Peripherals Total December 31, 2020 $ 145,644 $ 167,116 $ 312,760 Addition from business acquisitions — 4,481 4,481 Measurement period adjustments — 50 50 Effect of foreign currency exchange rates ( 334 ) 97 ( 237 ) December 31, 2021 145,310 171,744 317,054 Addition from business acquisitions 3,485 28,486 31,971 Measurement period adjustments 235 782 1,017 Effect of foreign currency exchange rates ( 99 ) ( 2,196 ) ( 2,295 ) December 31, 2022 $ 148,931 $ 198,816 $ 347,747 Intangible assets, net The following table is a summary of intangible assets, net (in thousands): December 31, 2022 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 53,726 $ 24,088 $ 29,638 $ 32,086 $ 14,922 $ 17,164 Trade name 29,735 6,802 22,933 30,665 4,942 25,723 Customer relationships 218,542 116,919 101,623 218,566 94,910 123,656 Patent 33,198 11,764 21,434 31,481 8,196 23,285 Non-competition agreements — — — 2,521 2,193 328 Supplier relationship 6,129 1,021 5,108 — — — Total finite-life intangibles 341,330 160,594 180,736 315,319 125,163 190,156 Indefinite life trade name 35,430 — 35,430 35,430 — 35,430 Other 89 — 89 123 — 123 Total intangible assets $ 376,849 $ 160,594 $ 216,255 $ 350,872 $ 125,163 $ 225,709 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 consolidated statements of operations as follows (in thousands): Year Ended December 31, 2022 2021 2020 Cost of revenue $ 6,376 $ 4,860 $ 3,898 Sales, general and administrative 24,401 24,611 24,535 Product development 9,120 5,323 5,483 Total amortization of intangible assets $ 39,897 $ 34,794 $ 33,916 The estimated future amortization expense of intangible assets as of December 31, 2022 is as follows (in thousands): Amounts 2023 $ 37,833 2024 36,382 2025 36,095 2026 32,793 2027 23,237 Thereafter 14,396 Total $ 180,736 73 Table of Contents 7. Balance Sheet Components The following tables present the components of certain balance sheet amounts (in thousands): December 31, 2022 2021 Cash $ 151,180 $ 62,415 Restricted cash—short term 2,647 2,734 Restricted cash—noncurrent 233 231 Total cash and restricted cash $ 154,060 $ 65,380 Accounts receivable $ 145,380 $ 291,816 Due from Factor 91,061 — Allowance for doubtful accounts ( 785 ) ( 529 ) Accounts receivable, net $ 235,656 $ 291,287 Raw materials $ 49,926 $ 62,110 Work in progress 4,171 4,931 Finished goods 138,620 231,274 Inventories $ 192,717 $ 298,315 Manufacturing equipment $ 28,993 $ 26,094 Computer equipment, software and office equipment 16,205 9,407 Leasehold improvements 18,903 5,154 Furniture and fixtures 3,277 4,709 Total property and equipment $ 67,378 $ 45,364 Less: Accumulated depreciation and amortization ( 32,451 ) ( 28,545 ) Property and equipment, net $ 34,927 $ 16,819 Right-of-use assets $ 45,175 $ 51,387 Deferred tax asset 23,569 12,737 Other 6,546 7,684 Other assets $ 75,290 $ 71,808 Accrued reserves for customer incentive programs $ 58,621 $ 66,733 Accrued reserves for sales returns 27,199 37,166 Accrued freight expenses 12,486 18,296 Operating lease liabilities, current 11,051 9,457 Accrued payroll and related expenses 10,511 20,526 Contract liabilities 6,259 6,663 Income tax payable 5,322 6,316 Other 33,021 40,717 Other liabilities and accrued expenses $ 164,470 $ 205,874 Operating lease liabilities, noncurrent $ 45,457 $ 51,153 Other 3,132 2,718 Other liabilities, noncurrent $ 48,589 $ 53,871 74 Table of Contents 8. Debt Our debt consisted of the following (in thousands): December 31, 2022 2021 X Term Loan (variable rate) due September 2026 $ 240,000 $ 248,750 Debt discount and issuance cost, net of amortization ( 1,335 ) ( 1,099 ) Total debt 238,665 247,651 Less: debt maturing within one year, net 6,495 4,753 Long-term debt, net $ 232,170 $ 242,898 First and Second Lien Credit and Guaranty Agreement (Extinguished in 2021 and 2020, respectively) In August 2017, we entered into a syndicated First Lien Credit and Guaranty Agreement (“First Lien”) with various financial institutions, initially providing a $ 235 million term loan (“First Lien Term Loan”) with a maturity date of August 28, 2024 , and a $ 50 million revolving line-of-credit (“Revolver”) with a maturity date of August 28, 2022 . Subsequently, we entered into several amendments to the First Lien and the principal amount of the First Lien was increased by $ 240 million, in aggregate, primarily to fund various business acquisitions and operational needs. According to the repayment schedule, the Consolidated Excess Cash Flow (as defined in the First Lien) and the IPO repayment provisions as set forth in the First Lien, we made required repayments of the First Lien Term Loan of $ 59.6 million, in aggregate, in 2020 using the net proceeds from our IPO and excess cash on hand. Further we made voluntary prepayments of $ 80.8 million in 2020 and $ 78.3 million in 2021 through September 2021, without paying any premium or penalty. The remainder of First Lien Term Loan of $ 248.5 million was fully prepaid with the proceeds from the Term Loan (defined below) on September 3, 2021, and as a result, all obligations and covenants thereunder were terminated. In August 2017, we also entered into a syndicated Second Lien Credit and Guaranty Agreement (“Second Lien”) with various financial institutions, initially providing a $ 65 million term loan (“Second Lien Term Loan”), with a maturity date of August 28, 2025 . Subsequently, we entered into an amendment to the Second Lien reducing the principal amount to $ 50 million. In 2020, with excess cash on hand, we prepaid the entire outstanding balance of $ 50 million on the Second Lien Term Loan without paying any premium or penalty, and as a result, all obligations and covenants thereunder were terminated. The First Lien Term Loan and Revolver carried interest at a rate equal to our election (as defined in the First Lien) plus a margin ranging from 2.75 % to 3.25 % for base rate loans and ranging from 3.75 % to 4.25 % for Eurodollar loans, based on our net leverage ratio. The Second Lien Term Loan carried interest at a base rate equal to that of the First Lien, plus a margin of 7.50 % for base rate loans and 8.50 % for Eurodollar loans. The weighted average effective interest rate inclusive of the debt discount and debt issuance costs for the First Lien and Second Lien, in aggregate, was approximately 5.4 % and 6.4 % for years ended December 31, 2021 and 2020, respectively. In connection with the prepayments of the First and Second Lien Term Loan in 2020 and 2021, we have recorded losses on extinguishment of debt of $ 4.9 million and $ 4.1 million for the years ended December 31, 2021 and 2020, respectively. Credit Agreement On September 3, 2021, we entered into a Credit Agreement (“Credit Agreement”) which provides for a $ 100.0 million five-year revolving credit facility (“Revolving Facility”) and a $ 250.0 million five-year term loan facility (“Term Loan”), with each maturing in September 2026 . The Credit Agreement also permits, subject to conditions stated therein, additional incremental facilities in a maximum aggregate principal amount not to exceed $ 250.0 million. We may prepay the Term Loan and the Revolving Facility at any time without premium or penalty. The credit facilities under the Credit Agreement replaced our senior credit facilities under the First Lien Credit and Guaranty Agreement. The net proceeds from borrowings under the Credit Agreement of $ 248.5 million (net of $ 1.5 million of debt discount) were used to repay all amounts outstanding under the First Lien Term Loan on September 3, 2021. The Term Loan and Revolving Facility under the Credit Agreement initially carried interest at the Company’s election at either (a) LIBOR plus a percentage spread (ranging from 1.25 % to 2.0 %) based on our total net leverage ratio, or (b) the base rate (described 75 Table of Contents in the Credit Agreement as the greatest of (i) the prime rate, (ii) the federal funds rate plus 0.50 % and (iii) one-month LIBOR plus 1.0 %) plus a percentage spread (ranging from 0.25 % to 1.0 %) based on our net leverage ratio. The Credit Agreement contains covenants with which we must comply during the term of the agreement, which we believe are ordinary and standard for agreements of this nature, including the maintenance of a maximum Consolidated Total Net Leverage Ratio of 3.0 to 1.0 and a minimum Consolidated Interest Coverage Ratio of 3.0 to 1.0 (as defined in our credit facilities) . The Credit Agreement also includes events of default customary for facilities of this nature and upon the occurrence of such events of default, among other things, all outstanding amounts under the Credit Agreement may be accelerated and/or the lenders’ commitments terminated. In addition, upon the occurrence of certain events of default, the interest rate on the Term loan and Revolving Facility can be increased by 2.0 % . Our obligations under the Credit Agreement are guaranteed by substantially all of our U.S. subsidiaries and secured by a security interest in substantially all assets of the Company and the guarantor subsidiaries, subject to certain exceptions detailed in the Credit Agreement and related ancillary documentation. On June 30, 2022, we entered into a First Amendment of the Credit Agreement (“First Amendment”), which among other changes resulted in the Bloomberg Short-Term Bank Yield Index rate (“BSBY”) being utilized as a replacement rate for LIBOR. Consequently, following the First Amendment, the Term Loan and Revolving Facility will each bear interest at the Company’s election at either (a) BSBY plus a percentage spread (ranging from 1.25 % to 2.25 %) based on our total net leverage ratio, or (b) the base rate (as described in the Credit Agreement) as the greatest of (i) the prime rate, (ii) the federal funds rate plus 0.50 % and (iii) one-month BSBY plus 1.0 %) plus a percentage spread (ranging from 0.25 % to 1.25 %) based on our total net leverage ratio. In addition, pursuant to the First Amendment, the maximum permitted Consolidated Total Net Leverage Ratio (as defined in the Credit Agreement) was also amended to increase to 3.50 to 1.0 between the quarters ending September 30, 2022 through and including March 31, 2023, and such ratio will revert to 3.00 to 1.00 from the quarter ended June 30, 2023 and each quarter thereafter, provided that, upon the occurrence of a Qualified Acquisition (as defined in the Credit Agreement), such ratio can be increased to 3.50 to 1.0 temporarily provided all the requirements set forth in the Credit Agreement are met. On September 29, 2022, we entered into an accounts receivable Factoring Agreement with a Factor. See Note 7 “Balance Sheet Components – Accounts Receivable, Net” for additional information on the Factoring Agreement. In connection with the Factoring Agreement, we also entered into (i) a Second Amendment (“Second Amendment”) to the Credit Agreement to permit the transactions contemplated by the Factoring Agreement and (ii) an Assignment of Factoring Proceeds and Intercreditor Agreement with the Factor and the administrative agent under the Credit Agreement to establish the respective rights of the Factor and the Credit Agreement Agent in and to the related factoring collateral. On November 28, 2022, we entered into a Third Amendment ( “Third Amendment”) to the Credit Agreement which provides for, among other things, (i) a decrease in the required minimum Consolidated Interest Coverage Ratio (as defined in the Credit Agreement) to 2.50 to 1.00 for the quarters ending on and after March 31, 2023 through and including December 31, 2023, (ii) an increase in the maximum permitted Consolidated Total Net Leverage Ratio (as defined in the Credit Agreement) to 3.75 to 1.00 for the quarters ending December 31, 2022 and March 31, 2023, stepping down to 3.50 to 1.00 for the quarter ending June 30, 2023, and 3.25 to 1.00 for the quarters ending September 30, 2023 and December 31, 2023, and (iii) a modified pricing grid providing for an increased margin (ranging from (x) 1.50 % per annum to 3.25 % per annum for loans bearing interest at the Bloomberg Short-Term Bank Yield (“BSBY”) rate, and (y) 0.50 % per annum to 2.25 % per annum for loans bearing interest at the base rate, in each case 76 Table of Contents depending on the Company’s Consolidated Total Net Leverage Ratio) for the period of December 31, 2022 through December 31, 2023. The First, Second and Third Amendment were all accounted for as debt modifications. As of December 31, 2022, we had no outstanding balance under the Revolving Facility. As of December 31, 2022, the carrying value of our Term Loan was $ 238.7 million. The estimated fair value of our Term Loan as of December 31, 2022, which we have classified as a Level 2 financial instrument, was approximately $ 241.5 million. The effective interest rate inclusive of the debt discount and debt issuance costs for the Term Loan was approximately 3.3 % and 1.4 % for the years ended December 31, 2022 and 2021, respectively. The following table summarizes the interest expense, net recognized for all periods presented (in thousands): Year Ended December 31, 2022 2021 2020 First and Second Lien Guaranty Agreement: Contractual interest expense for term loan $ — $ 9,818 $ 27,387 Contractual interest expense for revolving facility — — 16 Amortization of debt discount and issuance cost — 1,343 2,632 Loss on debt extinguishment — 4,904 4,114 Credit Agreement: Contractual interest expense for term loan 7,818 1,113 — Contractual interest expense for revolving facility 1,141 53 — Amortization of debt discount and issuance cost 398 115 — Interest income ( 374 ) — — Other 203 327 988 Total interest expense, net $ 9,186 $ 17,673 $ 35,137 The estimated future principal payments under our total long-term debt as of December 31, 2022 are as follows (in thousands): Amounts 2023 $ 6,875 2024 12,500 2025 12,500 2026 208,125 2027 — Total debt $ 240,000 9. Commitments and Contingencies Product Warranties Changes in our assurance-type warranty obligations were as follows (in thousands): December 31, 2022 2021 Beginning of the period $ 5,656 $ 5,865 Warranty provision related to products shipped 4,349 6,549 Deductions for warranty claims processed ( 6,320 ) ( 6,758 ) End of period $ 3,685 $ 5,656 Unconditional Purchase Obligations In the normal course of business, we enter into various purchase commitments for goods or services. 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 77 Table of Contents marketing sponsorship. The total long-term non-cancelable purchase commitment s as of December 31, 2022 was as follows (in thousands) : Amounts x 2023 $ 1,493 2024 1,948 2025 328 2026 — 2027 — Thereafter — Total $ 3,769 Our total non-cancelable long-term purchase commitments outstanding as of December 31, 2021 was $ 7.1 million. Letters of Credit The letters of credit outstanding, in aggregate, was nil and $ 0.5 million as of December 31, 2022 and 2021, respectively. No amounts have been drawn upon the letters of credit for all periods presented. Legal Proceedings We may from time to time be involved in various claims and legal proceedings of a character normally incident to the ordinary course of business. Litigation can be expensive and disruptive to normal business operations, and the results of complex legal proceedings are difficult to predict, and our view of these matters may change in the future as the litigation and events related thereto unfold. We expense legal fees as incurred and we record a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Based on currently available information, we believe there are no existing claims or proceedings that are likely to have a material adverse effect on our financial position, or the outcome of these matters is currently not determinable. An unfavorable outcome to any legal matter, if material, could have an adverse effect on our operations or financial position, liquidity of results of operations. 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 consolidated balance sheets, statements of operations, or statements of cash flows. We currently have directors’ and officers’ insurance. 10. Stockholders’ Equity 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, 2022 and 2021. Shelf-Registration Statement On July 22, 2022, we filed a shelf registration statement on Form S-3 with the SEC, which was declared effective August 1, 2022 (the “2022 Shelf Registration Statement”). The 2022 Shelf Registration Statement registered securities to be offered by us, in an amount up to $ 300.0 million, including common stock, preferred stock and warrants. In addition, the 2022 Shelf Registration Statement registered 54,179,559 shares of common stock held by the selling securityholders named in the 2022 Shelf Registration Statement. We will not receive any of the proceeds from the sale of the shares registered by the selling securityholders. In November 2022, we issued 4,545,455 shares of common stock at a price of $ 16.50 per share in a registered underwritten public offering pursuant to the 2022 Shelf Registration Statement. Following the partial exercise in December 2022 by the underwriters of their option to purchase additional shares, we issued an additional 500,000 shares. The total proceeds from the underwritten public offering, net of underwriting discounts, commission and offering expenses, were approximately $ 81.0 million. 78 Table of Contents 11. Equity Incentive Plans and Stock-Based Compensation Equity Incentive Plans In 2017, we adopted the 2017 Equity Incentive Program (“2017 Plan”). In September 2020, we adopted the 2020 Incentive Award Plan (“2020 Plan”). 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 (“Board”). Under the 2020 Plan, 5,125,000 shares of our common stock were 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. According to the provisions in the 2020 Plan, in March 2021 and May 2022, our Board approved an annual increase in the shares of common stock reserved for issuance by 3,677,385 shares and 3,780,412 shares, respectively. As of December 31, 2022, there were 8,509,813 shares reserved for future issuance under the 2020 Plan. 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 . Stock options expire ten years from date of grant. Employee Stock Purchase Plan In September 2020, we adopted the 2020 Employee Stock Purchase Plan (“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. The ESPP initially reserved 1,025,000 shares of our common stock for issuance. According to the provisions in the ESPP, in March 2021 and May 2022, our Board approved an annual increase in the shares of common stock reserved for issuance by 919,346 shares and 945,103 shares, respectively. The ESPP is offered twice a year with periods beginning on January 1st and July 1st. As of December 31, 2022, there were 2,405,734 shares reserved for future issuance under the ESPP. Stock Options Activities The following table summarizes the stock option activities and related information for the year ended December 31, 2022: Number of Shares Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (In years) (In thousands) Outstanding as of December 31, 2021 8,163,609 $ 8.94 6.9 $ 112,411 Granted 2,011,237 19.63 Exercised ( 700,100 ) 5.58 Forfeited/cancelled ( 264,724 ) 15.55 Outstanding as of December 31, 2022 9,210,022 $ 11.34 6.5 $ 51,384 Vested and exercisable as of December 31, 2022 5,599,850 $ 7.39 5.4 $ 43,897 The weighted-average grant date fair value per share for stock options granted in years ended December 31, 2022, 2021 and 2020 was $ 8.70 , $ 16.77 and $ 3.68 , respectively. The total intrinsic value of options exercised for the years ended December 31, 2022, 2021 and 2020 was $ 7.7 million, $ 66.0 million and $ 1.5 million, respectively. RSU Activities The following table summarizes the RSU activities and related information for the year ended December 31, 2022: 79 Table of Contents Number of Shares Weighted- Average Grant Date Fair Value Per Share Outstanding as of December 31, 2021 641,860 $ 34.06 Granted 1,383,253 18.63 Vested ( 242,375 ) 32.84 Forfeited/cancelled ( 150,764 ) 24.49 Outstanding as of December 31, 2022 1,631,974 $ 22.04 The weighted-average grant date fair value per share for RSUs granted in years ended December 31, 2022, 2021 and 2020 was $ 18.63 , $ 34.78 and $ 28.66 respectively. The total fair value of RSUs vested in the years ended December 31, 2022 and 2021 was $ 4.5 million, $ 1.4 million and $ 0.1 million, respectively. Stock-based Compensation The following table summarizes stock-based compensation expense by line item in our consolidated statements of operations (in thousands): Year Ended December 31, 2022 2021 2020 Cost of revenue $ 1,458 $ 1,006 $ 268 Sales, general and administrative 17,695 13,772 4,883 Product development 3,018 2,457 645 Stock-based compensation expense, net of amounts capitalized (1) $ 22,171 $ 17,235 $ 5,796 Income tax benefits (expense) related to stock-based compensation expense $ 700 $ 6,796 $ ( 476 ) (1) Total stock-based compensation expense capitalized in assets was not material for each of the periods presented. The following table summarizes by type of grant, the total unrecognized stock-based compensation expense and the remaining period over which such expense is expected to be recognized (in thousands, except number of years): December 31, 2022 Unrecognized Expense Remaining weighted average period (In years) RSUs $ 29,528 2.5 Stock Options 21,608 2.5 ESPP — — Total unrecognized stock-based compensation expense $ 51,136 Valuation Assumptions We estimate the fair value of the stock options at the date of grant using the Black-Scholes-Merton pricing model, with the following valuation assumptions and values: Year Ended December 31, 2022 2021 2020 Expected term (years) 6.05 6.01 6.37 Expected volatility 43.6% - 48.1% 43.1% - 47.0% 35.8% - 44.0% Dividend yield — — — Risk-free interest rate 1.67% - 2.93% 0.05% - 1.34% 0.27% - 1.80% 80 Table of Contents We estimate the fair value of the shares under the ESPP at the date of grant using the Black-Scholes-Merton pricing model, with the following valuation assumptions and inputs: Year Ended December 31, 2022 2021 Expected term (years) 0.50 0.50 Expected volatility 38.7% - 54.5% 43.2% - 45.1% Dividend yield — — Risk-free interest rate 0.19% - 2.52% 0.05% - 0.09% 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. 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 expected term of the stock-based awards. Expected Dividend Rate —The expected dividend is zero as we do not anticipate paying any dividends on our common stock in the foreseeable future. The expense is recognized over the requisite service period. 12. Net Income (Loss) Per Share The following table summarizes the calculation of basic and diluted net income (loss) per share (in thousands, except per share amounts): Year Ended December 31, 2022 2021 2020 Numerator Net income (loss) $ ( 53,946 ) $ 100,960 $ 103,217 Less: Net income attributable to noncontrolling interest 442 — — Net income (loss) attributable to Corsair Gaming, Inc. ( 54,388 ) 100,960 103,217 Change in redemption value of redeemable noncontrolling interest ( 6,536 ) — — Net income (loss) attributable to common stockholders of Corsair Gaming, Inc. $ ( 60,924 ) $ 100,960 $ 103,217 Denominator Basic weighted-average shares outstanding 96,280 93,260 86,256 Effect of dilutive securities — 6,744 4,321 Total diluted weighted-average shares outstanding 96,280 100,004 90,577 Net income (loss) per share attributable to common stockholders of Corsair Gaming, inc. Basic $ ( 0.63 ) $ 1.08 $ 1.20 Diluted $ ( 0.63 ) $ 1.01 $ 1.14 Anti-dilutive potential common shares (1) 10,908 927 1,605 81 Table of Contents (1) Potential common share equivalents were not included in the calculation of diluted net income (loss) per share as the effect would have been anti-dilutive. 13. Income Taxes Income (loss) before income tax consists of the following (in thousands): Year Ended December 31, 2022 2021 2020 Domestic $ ( 28,195 ) $ 26,889 $ ( 1,190 ) Foreign ( 35,571 ) 87,671 123,232 Income (loss) before income tax $ ( 63,766 ) $ 114,560 $ 122,042 Income tax benefit (expense) consists of the following (in thousands): Year Ended December 31, 2022 2021 2020 United States federal taxes: Current $ ( 5,528 ) $ ( 3,723 ) $ ( 363 ) Deferred 9,037 4,805 4,801 State taxes: Current ( 792 ) ( 968 ) ( 1,313 ) Deferred 1,168 3,855 813 Foreign taxes: Current ( 5,596 ) ( 20,871 ) ( 24,625 ) Deferred 11,531 3,302 1,862 Income tax benefit (expense) $ 9,820 $ ( 13,600 ) $ ( 18,825 ) The income tax benefit (expense) differs from the amount which would result by applying the applicable statutory deferral rate to income (loss) before income taxes as follows (in thousands): Year Ended December 31, 2022 2021 2020 Provision at federal statutory rate $ 13,391 $ ( 24,058 ) $ ( 25,629 ) State taxes 1,914 ( 3,033 ) ( 5,363 ) Foreign rate differential ( 4,117 ) 3,149 10,185 Taxes on foreign operations 557 8,595 ( 1,776 ) Research and development credits 1,830 2,586 1,534 Tax impact from entity dissolution ( 2,808 ) — — Change in valuation allowance 2,711 4,171 4,407 Change in tax rate on deferred tax assets — ( 1,507 ) ( 743 ) Other ( 3,658 ) ( 3,503 ) ( 1,440 ) Income tax benefit (expense) $ 9,820 $ ( 13,600 ) $ ( 18,825 ) The major drivers for the change in tax benefit (expense) in 2022 were the decrease in excess tax benefits from stock-based compensation because of a lower volume of options exercised by employees due to the decline in our stock price in 2022, and the change in the mix of income and losses in the various tax jurisdictions in which we operate. The disclosure for foreign rate differential reflects the impact of the effective tax rate tax 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 earnings per share. The major drivers for the change in tax (expense) benefit in 2021 were the excess tax benefits from stock-based compensation and a decrease in valuation allowance in 2021 as a result of the release of our California valuation allowance due to increased U.S. profitability. 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. 82 Table of Contents Deferred tax assets and liabilities comprise the following: December 31, 2022 2021 Deferred tax assets: Accrued expenses and reserves $ 16,842 $ 17,903 Stock-based compensation 3,800 2,379 NOL and capital losses 8,755 7,608 Capitalized research expenditures 13,788 2,846 Tax credits 1,301 2,287 Other 1,670 790 Total deferred tax assets 46,156 33,813 Less: Valuation allowance ( 1,327 ) ( 4,038 ) Deferred tax liabilities: Intangible assets ( 39,314 ) ( 42,738 ) Net deferred tax assets (liabilities) $ 5,515 $ ( 12,963 ) We have established a valuation allowance of $ 1.3 million and $ 4.0 million as of December 31, 2022 and 2021, 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 $ 1.3 million of foreign tax credit carryovers for U.S. federal purposes. As of December 31, 2022, we had net operating loss carry forwards for federal, state and foreign tax purposes of $ 2.3 million, $ 28.2 million, and $ 33.0 million, respectively. The federal, state and foreign net operating losses will begin to expire starting in 2037 , 2030 , and 2027 , respectively. 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. In August 2017, we acquired the interests of the operating subsidiaries from Corsair Components (Cayman) Ltd. We do not expect our tax attributes to be materially affected by the annual limitation. Change in gross unrecognized tax benefits, excluding interest and penalties, as a result of uncertain tax positions are as follows (in thousands): Year Ended December 31, 2022 2021 2020 Beginning balance $ 3,757 $ 1,216 $ 746 Tax position related to current year Increase — 690 262 Decrease ( 463 ) — — Tax position related to prior year Increase 312 1,851 477 Decrease — — ( 269 ) $ 3,606 $ 3,757 $ 1,216 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 for the years ended December 31, 2022, 2021 and 2020. We file income tax returns with the U.S. federal government, various U.S. states and foreign jurisdictions including Canada, China, France, Germany, Hong Kong, Japan, Luxembourg, Netherlands, Singapore, 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 2021 . 83 Table of Contents 14. Accumulated Other Comprehensive Loss The components of accumulated other comprehensive loss were as follows (in thousands): December 31, 2022 2021 Accumulated foreign currency translation gain (loss), net of tax $ ( 6,445 ) $ 622 Unrealized foreign exchange loss from long-term intercompany loans, net of tax ( 1,112 ) ( 962 ) Total accumulated other comprehensive loss ( 7,557 ) ( 340 ) Less: Accumulated other comprehensive loss attributable to noncontrolling interest ( 676 ) — Total accumulated other comprehensive loss attributable to Corsair Gaming, Inc. $ ( 6,881 ) $ ( 340 ) 15. Segment and Geographic Information The table below summarizes the financial information for each reportable segment (in thousands): Year Ended December 31, 2022 2021 2020 Net revenue Gamer and Creator Peripherals $ 437,817 $ 647,202 $ 539,366 Gaming Components and Systems 937,281 1,256,858 1,163,001 Total net revenue $ 1,375,098 $ 1,904,060 $ 1,702,367 Gross Profit Gamer and Creator Peripherals $ 125,079 $ 224,920 $ 189,742 Gaming Components and Systems 171,553 288,934 275,687 Total gross profit $ 296,632 $ 513,854 $ 465,429 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 (in thousands): Year Ended December 31, 2022 2021 2020 Net revenue Americas $ 724,114 $ 841,653 $ 775,423 Europe and Middle East 405,642 735,151 624,214 Asia Pacific 245,342 327,256 302,730 Total net revenue $ 1,375,098 $ 1,904,060 $ 1,702,367 Revenues from sales to customers in the United States represented 45 %, 38 % and 38 % for the years ended December 31, 2022, 2021 and 2020, respectively. No other single country represented 10 % or more of total net revenue during these periods. Long-lived assets consist primarily of property and equipment, net and right-of-use assets. The following table summarizes long-lived assets by region that represents 10 % of more of our total long-lived assets (in thousands): December 31, 2022 2021 United States $ 58,673 $ 44,825 China 7,932 8,465 Taiwan 6,142 7,387 Other 7,355 7,529 Total long-lived assets $ 80,102 $ 68,206 84 Table of Contents 16. Leases Our lease portfolio consists primarily of real estate facilities for manufacturing, distribution, warehousing and office use purposes under operating leases. The components of lease expenses were as follows (in thousands): Year Ended December 31, 2022 2021 Operating lease expense $ 13,519 $ 13,048 Variable lease expense 8,758 9,636 Total lease expense $ 22,277 $ 22,684 Supplemental cash flow information related to operating leases was as follows (in thousands): Year Ended December 31, 2022 2021 Cash paid for amounts included in the measurement of operating lease liabilities $ 10,614 $ 10,466 Right-of-use assets recognized in exchange for operating lease obligations 5,819 36,689 Supplemental balance sheet information related to operating leases was as follows (in thousands): Year Ended December 31, 2022 2021 Right-of-use assets (included in other assets) $ 45,175 $ 51,387 Lease incentive receivable (included in prepaid expenses and other current assets) — 6,505 Operating lease liabilities (included in other liabilities and accrued expenses) 11,051 9,457 Operating lease liabilities, noncurrent (included in other liabilities, noncurrent) 45,457 51,153 Weighted-average remaining lease term (in years) 7.1 7.6 Weighted-average discount rate 4.1 % 3.8 % The following table summarizes the maturity of operating lease liabilities as of December 31, 2022 (in thousands): Amounts 2023 $ 12,824 2024 11,535 2025 7,755 2026 6,222 2027 5,793 Thereafter 23,594 Total future lease payments 67,723 Less: Imputed interest ( 11,215 ) Present value of operating lease liabilities $ 56,508 17. Redeemable Noncontrolling Interest (“RNCI”) Under the Shareholders Agreement between Corsair and the iDisplay Seller a put option was provided to the iDisplay Seller to transfer to Corsair (i) 14 % of their ownership interest in iDisplay upon the first anniversary of the Closing Date of the iDisplay Acquisition, and (ii) an additional 15 % of their ownership interest in iDisplay upon the second anniversary of the Closing Date. The put option will expire after January 1, 2025 . The exercise price of the put option is based on multiples of iDisplay’s historical TTM EBITDA less any debt. The put option makes this portion of the noncontrolling interest redeemable and therefore, the RNCI are classified as temporary equity on our consolidated balance sheets and carried at the greater of the initial carrying amount, increased or decreased, for the RNCI share of comprehensive income (loss), contributions and distributions, or the redemption value. The change in redemption value is recognized through retained earnings . As of the Closing Date of the iDisplay Acquisition, the fair value of the total 49 % noncontrolling interest in iDisplay was estimated to be $ 29.6 million, of which $ 17.5 million is attributable to the 29 % RNCI and classified within temporary equity and $ 12.1 million is attributable to the 20 % noncontrolling interest classified within permanent equity on our consolidated balance sheets . 85 Table of Contents The following table presents the changes in RNCI for the period presented (in thousands): Year Ended December 31, 2022 Balance at beginning of period $ — Initial carrying amount estimated at iDisplay's Closing Date 17,522 Share of net income 261 Share of other comprehensive loss ( 400 ) Dividend paid ( 2,552 ) Change in redemption value (1) 6,536 Balance at end of period $ 21,367 (1) This amount represents a $ 6.5 million increase in redemption value over the carrying value for the year ended December 31, 2022. This amount was recorded as an offset to retained earnings and increased the net loss attributable to common stockholders of Corsair Gaming, Inc. used in the calculation of net loss per share for this period. 86 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None.