Turtle Beach Corp 10-Q

Item 1. Financial Statements. Turtle Beach Corporation Condensed Consolidated Statements of Operations ( unaudited) Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2022 2021 2022 2021 (in thousands, except per-share data) Net revenue $ 51,304 $ 85,307 $ 139,266 $ 256,924 Cost of revenue 44,046 56,034 110,097 164,086 Gross profit 7,258 29,273 29,169 92,838 Operating expenses: Selling and marketing 10,550 14,301 32,966 41,524 Research and development 4,400 4,520 14,788 12,929 General and administrative 6,006 8,962 24,773 24,172 Total operating expenses 20,956 27,783 72,527 78,625 Operating income (loss) ( 13,698 ) 1,490 ( 43,358 ) 14,213 Interest expense 450 101 643 271 Other non-operating expense, net 2,255 585 4,083 1,099 Income (loss) before income tax ( 16,403 ) 804 ( 48,084 ) 12,843 Income tax expense (benefit) ( 4,392 ) ( 1,819 ) ( 11,771 ) ( 339 ) Net income (loss) $ ( 12,011 ) $ 2,623 $ ( 36,313 ) $ 13,182 Net income (loss) per share Basic $ ( 0.73 ) $ 0.16 $ ( 2.21 ) $ 0.83 Diluted $ ( 0.73 ) $ 0.14 $ ( 2.21 ) $ 0.72 Weighted average number of shares: Basic 16,541 16,079 16,413 15,852 Diluted 16,541 18,335 16,413 18,248 See accompanying Notes to the Condensed Consolidated Financial Statements (unaudited) 2 Turtle Beach Corporation Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 (in thousands) Net income (loss) $ ( 12,011 ) $ 2,623 $ ( 36,313 ) $ 13,182 Other comprehensive income (loss): Foreign currency translation adjustment ( 612 ) ( 460 ) ( 2,131 ) ( 366 ) Other comprehensive income (loss) ( 612 ) ( 460 ) ( 2,131 ) ( 366 ) Comprehensive income (loss) $ ( 12,623 ) $ 2,163 $ ( 38,444 ) $ 12,816 See accompanying Notes to the Condensed Consolidated Financial Statements (unaudited) 3 Turtle Beach Corporation Condensed Consolida ted Balance Sheets September 30, December 31, 2022 2021 (unaudited) ASSETS (in thousands, except par value and share amounts) Current Assets: Cash and cash equivalents $ 10,505 $ 37,720 Accounts receivable, net 30,139 35,953 Inventories 118,439 101,933 Prepaid expenses and other current assets 12,382 17,506 Total Current Assets 171,465 193,112 Property and equipment, net 5,435 6,955 Deferred income taxes 17,059 5,899 Goodwill 10,686 10,686 Intangible assets, net 4,793 5,788 Other assets 7,846 8,065 Total Assets $ 217,284 $ 230,505 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Revolving credit facility $ 44,618 $ — Accounts payable 29,719 40,475 Other current liabilities 23,124 37,693 Total Current Liabilities 97,461 78,168 Income tax payable 3,526 3,774 Other liabilities 6,968 7,194 Total Liabilities 107,955 89,136 Commitments and Contingencies Stockholders’ Equity Common stock, $ 0.001 par value - 25,000,000 shares authorized; 16,556,798 and 16,168,147 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively 17 16 Additional paid-in capital 204,681 198,278 Accumulated deficit ( 93,365 ) ( 57,052 ) Accumulated other comprehensive income (loss) ( 2,004 ) 127 Total Stockholders’ Equity 109,329 141,369 Total Liabilities and Stockholders’ Equity $ 217,284 $ 230,505 See accompanying Notes to the Condensed Consolidated Financial Statements (unaudited) 4 Turtle Beach Corporation Condensed Consolidated S tatements of Cash Flows (unaudited) Nine Months Ended September 30, 2022 September 30, 2021 (in thousands) CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ ( 36,313 ) $ 13,182 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 3,533 2,919 Amortization of intangible assets 931 946 Amortization of debt financing costs 142 142 Stock-based compensation 5,775 5,225 Deferred income taxes ( 11,160 ) ( 1,692 ) Change in sales returns reserve ( 4,561 ) ( 3,676 ) Provision for obsolete inventory 962 1,628 Changes in operating assets and liabilities, net of acquisitions: Accounts receivable 9,834 10,554 Inventories ( 24,611 ) ( 43,614 ) Accounts payable ( 11,452 ) 11,994 Prepaid expenses and other assets 2,626 ( 8,490 ) Income taxes payable 645 ( 7,367 ) Other liabilities ( 5,873 ) 7,970 Net cash provided by (used for) operating activities ( 69,522 ) ( 10,279 ) CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property and equipment ( 1,895 ) ( 4,545 ) Acquisition of a business, net of cash acquired — ( 2,500 ) Net cash used for investing activities ( 1,895 ) ( 7,045 ) CASH FLOWS FROM FINANCING ACTIVITIES Borrowings on revolving credit facilities 91,945 120,858 Repayment of revolving credit facilities ( 47,327 ) ( 120,858 ) Proceeds from exercise of stock options and warrants 626 4,408 Repurchase of common stock to satisfy employee tax withholding obligations — ( 463 ) Repurchase of common stock — ( 4,882 ) Net cash provided by (used for) financing activities 45,244 ( 937 ) Effect of exchange rate changes on cash and cash equivalents ( 1,042 ) ( 362 ) Net increase (decrease) in cash and cash equivalents ( 27,215 ) ( 18,623 ) Cash and cash equivalents - beginning of period 37,720 46,681 Cash and cash equivalents - end of period $ 10,505 $ 28,058 SUPPLEMENTAL DISCLOSURE OF INFORMATION Cash paid for interest $ 376 $ 130 Cash paid (received) for income taxes $ ( 2,340 ) $ 8,045 See accompanying Notes to the Condensed Consolidated Financial Statements (unaudited) 5 Turtle Beach Corporation Condensed Consolidated Statement o f Stockholders ’ Equity (Deficit) (unaudited) Common Stock Additional Paid-In Accumulated Accumulated Other Comprehensive Shares Amount Capital Deficit Income (Loss) Total (in thousands) Balance at December 31, 2021 16,168 $ 16 $ 198,278 $ ( 57,052 ) $ 127 $ 141,369 Net loss — — — ( 6,476 ) — ( 6,476 ) Other comprehensive loss, net of tax — — — — ( 429 ) ( 429 ) Issuance of restricted stock 30 — — — — — Stock options exercised 47 — 361 — — 361 Stock-based compensation — — 1,537 — — 1,537 Balance at March 31, 2022 16,245 $ 16 $ 200,176 $ ( 63,528 ) $ ( 302 ) $ 136,362 Net loss — — — ( 17,826 ) — ( 17,826 ) Other comprehensive loss, net of tax — — — — ( 1,090 ) ( 1,090 ) Issuance of restricted stock 257 — — — — — Stock options exercised 24 1 176 — — 177 Stock-based compensation — — 2,030 — — 2,030 Balance at June 30, 2022 16,526 $ 17 $ 202,382 $ ( 81,354 ) $ ( 1,392 ) $ 119,653 Net loss — — — ( 12,011 ) — ( 12,011 ) Other comprehensive loss, net of tax — — — — ( 612 ) ( 612 ) Issuance of restricted stock 16 — — — — — Stock options exercised 14 — 88 — — 88 Stock-based compensation — — 2,211 — — 2,211 Balance at September 30, 2022 16,556 $ 17 $ 204,681 $ ( 93,365 ) $ ( 2,004 ) $ 109,329 Common Stock Additional Paid-In Accumulated Accumulated Other Comprehensive Shares Amount Capital Deficit Income (Loss) Total (in thousands) Balance at December 31, 2020 15,476 15 190,568 ( 74,773 ) 589 $ 116,399 Net income — — — 8,838 — 8,838 Other comprehensive loss, net of tax — — — — ( 711 ) ( 711 ) Issuance of restricted stock 26 — 113 — — 113 Repurchase of common stock and retirement of related treasury shares ( 6 ) — ( 215 ) — — ( 215 ) Stock options exercised 159 1 911 — — 912 Stock-based compensation — — 1,786 — — 1,786 Balance at March 31, 2021 15,655 $ 16 $ 193,163 $ ( 65,935 ) $ ( 122 ) $ 127,122 Net income — — — 1,721 — 1,721 Other comprehensive income, net of tax — — — — 805 805 Issuance of restricted stock 202 — 1 — — 1 Repurchase of common stock and retirement of related treasury shares ( 9 ) — ( 248 ) — — ( 248 ) Stock options exercised 217 — 2,350 — — 2,350 Stock-based compensation — — 1,941 — — 1,941 Balance at June 30, 2021 16,065 $ 16 $ 197,207 $ ( 64,214 ) $ 683 $ 133,692 Net income — — — 2,623 — 2,623 Other comprehensive loss, net of tax — — — — ( 460 ) ( 460 ) Issuance of restricted stock 22 — — — — — Common stock buyback ( 169 ) — ( 4,882 ) ( 4,882 ) Stock options exercised 127 — 1,146 — — 1,146 Stock-based compensation - — 1,498 — — 1,498 Balance at September 30, 2021 16,045 $ 16 $ 194,969 $ ( 61,591 ) $ 223 $ 133,617 See accompanying Notes to the Condensed Consolidated Financial Statements (unaudited) 6 Turtle Beach Corporation Notes to Condensed Consolidated Financial Statements (unaudited) Note 1. Background and Basis of Presentation Organization Turtle Beach Corporation (“Turtle Beach” or the “Company”), headquartered in White Plains, New York and incorporated in the state of Nevada in 2010, is a premier audio and gaming technology company with expertise and experience in developing, commercializing and marketing innovative products across a range of large addressable markets under the Turtle Beach®, ROCCAT® and Neat Microphones® brands. Turtle Beach is a worldwide leader of feature-rich headset solutions for use across multiple platforms, including video game and entertainment consoles, handheld consoles, personal computers (“PC”), tablets and mobile devices. ROCCAT is a gaming keyboards, mice and other accessories brand focused on the PC peripherals market. Neat Microphones is a microphones brand focused on using cutting edge technology and design to create high quality USB and analog microphones for gamers, streamers, and professionals. VTB Holdings, Inc. (“VTBH”), a wholly-owned subsidiary of Turtle Beach Corporation and the owner of Voyetra Turtle Beach, Inc. (“VTB”), was incorporated in the state of Delaware in 2010. VTB, the owner of Turtle Beach Europe Limited (“TB Europe”), was incorporated in the state of Delaware in 1975 with operations principally located in White Plains, New York. Basis of Presentation The accompanying interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, in the opinion of management, reflect all adjustments (which include normal recurring adjustments) considered necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods presented. All intercompany accounts and transactions have been eliminated in consolidation. Certain information and footnote disclosures, normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), have been condensed or omitted pursuant to those rules and regulations. The Company believes that the disclosures made are adequate to make the information presented not misleading. The results of operations for the interim periods are not necessarily indicative of the results of operations for the entire fiscal year. The December 31, 2021 Condensed Consolidated Balance Sheet has been derived from the Company’s audited financial statements included in its Annual Report on Form 10-K filed with the SEC on March 2, 2022 (“Annual Report”). These financial statements should be read in conjunction with the annual financial statements and the notes thereto included in the Annual Report that contains information useful to understanding the Company’s businesses and financial statement presentations. Use of estimates : The preparation of accompanying unaudited consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions about future events. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and reported amounts of revenues and expenses during the reporting period. These estimates may change, as new events occur and additional information is obtained, and will be recognized in the consolidated financial statements in the period in which such changes occur. Future actual results could differ materially from these estimates. Note 2. Summary of Significant Accounting Policies The preparation of consolidated annual and quarterly financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the Company’s consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. The Company can give no assurance that actual results will not differ from those estimates. There have been no material changes to the significant accounting policies and estimates from the information provided in Note 1 of the notes to our consolidated financial statements in our Annual Report. 7 Note 3. Fair Value Measurement The Company follows a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for markets that are not active, or other inputs that are observable or can be corroborated by observable market data. • Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. Financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, debt instruments and certain warrants. As of September 30, 2022 and December 31, 2021 , the Company had not elected the fair value option for any financial assets and liabilities for which such an election would have been permitted. The following is a summary of the carrying amounts and estimated fair values of our financial instruments as of September 30, 2022 and December 31, 2021. September 30, 2022 December 31, 2021 Reported Fair Value Reported Fair Value (in thousands) Financial Assets and Liabilities: Cash and cash equivalents $ 10,505 $ 10,505 $ 37,720 $ 37,720 Revolving credit facility $ 44,618 $ 44,618 $ — $ — Cash equivalents are stated at amortized cost, which approximates fair value as of the consolidated balance sheet dates, due to the short period of time to maturity; and accounts receivable and accounts payable are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment. The carrying value of the Credit Facility equals fair value as the stated interest rate approximates market rates currently available to the Company, which is considered a Level 2 input. Note 4. Allowance for Sales Returns The following table provides the changes in our sales return reserve, which is classified as a reduction of accounts receivable: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 (in thousands) Balance, beginning of period $ 4,006 $ 7,047 $ 8,998 $ 11,233 Reserve accrual 3,257 5,356 8,732 15,333 Recoveries and deductions, net ( 2,826 ) ( 4,846 ) ( 13,293 ) ( 19,009 ) Balance, end of period $ 4,437 $ 7,557 $ 4,437 $ 7,557 Note 5. Composition of Certain Financial Statement Items Inventories Inventories consist of the following: September 30, 2022 December 31, 2021 (in thousands) Finished goods $ 117,581 $ 101,446 Raw materials 858 487 Total inventories $ 118,439 $ 101,933 8 Property and Equipment, net Property and equipment, net, consists of the following: September 30, 2022 December 31, 2021 (in thousands) Machinery and equipment $ 2,350 $ 2,255 Software and software development 2,395 2,404 Furniture and fixtures 1,479 1,257 Tooling 8,842 7,855 Leasehold improvements 1,602 1,794 Demonstration units and convention booths 15,183 14,493 Total property and equipment, gross 31,851 30,058 Less: accumulated depreciation and amortization ( 26,416 ) ( 23,103 ) Total property and equipment, net $ 5,435 $ 6,955 Other Current Liabilities Other current liabilities consist of the following: September 30, 2022 December 31, 2021 (in thousands) Accrued employee expenses 3,068 4,114 Accrued marketing 2,949 3,723 Accrued freight 2,675 6,251 Accrued royalty 1,823 11,582 Accrued legal 1,428 1,126 Accrued expenses 11,181 10,897 Total other current liabilities $ 23,124 $ 37,693 Note 6. Goodwill and Other Intangible Assets Goodwill and Other Intangible Assets The Company’s results are affected by numerous macroeconomic factors including inflation, consumer spending confidence and global supply chains. In 2022, we have experienced a higher rate of inflation than in recent years resulting in higher cost of goods, selling expenses, and general and administrative expenses. Such increases have had a negative impact on the Company’s revenue and profit margin which have contributed to a decline in the Company’s market capitalization and have been considered triggering events during the third quarter 2022 and accordingly, the Company performed interim goodwill and long-lived asset quantitative impairment tests as of September 30, 2022. Goodwill and Long-lived Assets Impairment Test The Company estimated the fair value of goodwill and long-lived assets using both the income approach and market approach. The income approach incorporates the use of a discounted cash flow model that involves management assumptions that are based upon future growth projections. Assumptions include estimates of future revenues, growth rates which take into account estimated inflation rates, estimates of future levels of gross profit and operating profit, projected capital expenditures and discount rates based upon industry and competitor analyses. The market approach, specifically the guideline public company method, which estimates the fair value of the Company using revenue and EBITDA multiples of selected public company peers that have similar characteristics to the Company. Upon completing both the income approach and market approach, the Company determined that its fair value exceeded the net carry values of their assets and liabilities. As such, goodwill and long-lived assets were not impaired as of September 30, 2022. 9 Acquired Intangible Assets Acquired identifiable intangible assets, and related accumulated amortization, as of September 30, 2022 and December 31, 2021 consist of: September 30, 2022 Gross Carrying Value Accumulated Amortization Net Book Value (in thousands) Customer relationships $ 8,355 $ 6,843 $ 1,512 Tradenames 3,066 960 2,106 Developed technology 1,884 642 1,242 Foreign currency ( 1,699 ) ( 1,632 ) ( 67 ) Total Intangible Assets $ 11,606 $ 6,813 $ 4,793 December 31, 2021 Gross Carrying Value Accumulated Amortization Net Book Value (in thousands) Customer relationships $ 8,355 $ 6,315 $ 2,040 Tradenames 3,066 730 2,336 Developed technology 1,884 440 1,444 Foreign currency ( 896 ) ( 865 ) ( 32 ) Total Intangible Assets $ 12,409 $ 6,620 $ 5,788 In connection with the October 2012 acquisition of TB Europe, the acquired intangible assets related to customer relationships is being amortized over an estimated useful life of thirteen years with the amortization being included within sales and marketing expense. In May 2019, the Company completed its acquisition of the business and assets of the ROCCAT business, and in January 2021, the Company completed its acquisition of the business and assets of the Neat Microphones business. The respective acquired intangible assets relating to developed technology, customer relationships and trade names are subject to amortization. Amortization expense related to definite lived intangible assets of $ 0.3 million and $ 0.9 million was recognized for the three and nine months ended September 30, 2022, respectively, and $ 0.3 million and $ 0.9 million was recognized for the three and nine months ended September 30, 2021, respectively. As of September 30, 2022, estimated annual amortization expense related to definite lived intangible assets in future periods is as follows: (in thousands) 2022 $ 318 2023 1,041 2024 1,008 2025 889 2026 637 Thereafter 967 Total $ 4,860 There were no changes in the carrying values of goodwill for the three months ended September 30, 2022 from the balance as of December 31, 2021 . Note 7. Revolving Credit Facility and Long-Term Debt September 30, 2022 December 31, 2021 (in thousands) Revolving credit facility, maturing March 2024 $ 44,618 $ - 10 Total interest expense, inclusive of amortization of deferred financing costs, on long-term debt obligations was $ 0.5 million and $ 0.6 million for the three and nine months ended September 30, 2022, respectively, and $ 0.1 million and $ 0.3 million for the three and nine months ended September 30, 2021, respectively. Amortization of deferred financing costs was $ 48 thousand and $ 142 thousand for the three and nine months ended September 30, 2022 and $ 47 thousand and $ 142 thousand for the three and nine months ended September 30, 2021, respectively. Revolving Credit Facility On December 17, 2018, Turtle Beach and certain of its subsidiaries entered into an amended and restated loan, guaranty and security agreement (“Credit Facility”) with Bank of America, N.A. (“Bank of America”), as Agent, Sole Lead Arranger and Sole Bookrunner, which replaced the then existing asset-based revolving loan agreement. The Credit Facility, which expires on March 5, 2024 , provides for a line of credit of up to $ 80 million inclusive of a sub-facility limit of $ 12 million for TB Europe, a wholly-owned subsidiary of Turtle Beach. In addition, the Credit Facility provides for a $ 40 million accordion feature and the ability to increase the borrowing base with a “first-in, last-out” loan (a “FILO Loan”) of up to $ 6.8 million. On May 31, 2019, the Company amended the Credit Facility to provide for, amongst other items, (i) the addition of TBC Holding Company LLC, a wholly-owned subsidiary of VTB, as an obligor and (ii) the ability to make investments in TB Germany GmbH, a wholly-owned subsidiary of TB Europe, of up to $ 4 million in connection with the acquisition of the business of ROCCAT and up to an additional $ 4 million annually. The maximum credit availability for loans and letters of credit under the Credit Facility is governed by a borrowing base determined by the application of specified percentages to certain eligible assets, primarily eligible trade accounts receivable and inventories, and is subject to discretionary reserves and revaluation adjustments. The Credit Facility may be used for working capital, the issuance of bank guarantees, letters of credit and other corporate purposes. Amounts outstanding under the Credit Facility bear interest at a rate equal to either a rate published by Bank of America or the LIBOR rate, plus in each case, an applicable margin, which is between 0.50 % to 1.25 % for base rate loans and between 1.25 % to 2.00 % for U.S. LIBOR loans and U.K. loans, and between 2.00 % to 2.75 % for the FILO Loan. In addition, Turtle Beach is required to pay a commitment fee on the unused revolving loan commitment at a rate ranging from 0.25 % to 0.50 % and letter of credit fees and agent fees. As of September 30, 2022, interest rates for outstanding borrowings were 7.50 % for base rate loans and 5.13 % for LIBOR rate loans. The Company and the administrative agent entered into an amendment to the Credit Facility (the "LIBOR Transition Amendment") to replace the LIBOR rate as a reference rate available for use in the computation of interest under the Credit Agreement in favor of (i) the Applicable Rate (as defined in the Credit Facility) plus Sterling Overnight Index Average (“SONIA”) or the Euro Interbank Offered Rate (“EURIBOR”). The Company expects to enter into an additional agreement to finalize the transition of the U.S. LIBOR rate prior its expiration on June 30, 2023. The Company is subject to quarterly financial covenant testing if certain availability thresholds are not met or certain other events occur (as set forth in the Credit Facility). At such times, the Credit Facility requires the Company and its restricted subsidiaries to maintain a fixed charge coverage ratio of at least 1.00 to 1.00 as of the last day of each fiscal quarter. The Credit Facility also contains affirmative and negative covenants that, subject to certain exceptions, limit our ability to take certain actions, including the Company’s ability to incur debt, pay dividends and repurchase stock, make certain investments and other payments, enter into certain mergers and consolidations, engage in sale leaseback transactions and transactions with affiliates, and encumber and dispose of assets. Obligations under the Credit Facility are secured by a security interest and lien upon substantially all of the Company’s assets. As of September 30, 2022, the Company was in compliance with all financial covenants under the Credit Facility, as amended, and excess borrowing availability was approximately $ 25.3 million. Note 8. Income Taxes In order to determine the quarterly provision for income taxes, the Company uses an estimated annual effective tax rate, which is based on expected annual income and statutory tax rates in the various jurisdictions. However, to the extent that application of the estimated annual effective tax rate is not representative of the quarterly portion of actual tax expense expected to be recorded for the year, the Company determines the provision for income taxes based on actual year-to-date income (loss). Certain significant or unusual items are separately recognized as discrete items in the period during which they occur and can be a source of variability in the effective tax rates from quarter to quarter. 11 The following table presents the Company’s income tax expense and effective income tax rate: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 (in thousands) Income tax expense (benefit) $ ( 4,392 ) $ ( 1,819 ) $ ( 11,771 ) $ ( 339 ) Effective income tax rate 26.8 % ( 226.2 %) 24.5 % ( 2.6 %) Income tax benefit for the three months ended September 30, 2022 was $ 4.4 million at an effective tax rate of 26.8 % and income tax benefit for the nine months ended September 30, 2022 was $ 11.8 million at an effective tax rate of 24.5 % . Income tax benefit for the three months ended September 30, 2021 was $ 1.8 million at an effective tax rate of ( 226.2 %) and income tax benefit for the nine months ended September 30, 2021 was ($ 0.3 ) million at an effective tax rate of ( 2.6 %) . The effective tax rate for the three and nine months ended September 30, 2022 was primarily impacted by state taxes, certain credits and discrete deductions for employee stock option exercise, offset by nondeductible officer compensation and global intangible low taxed income. The Company recognizes only those tax positions that meet the more-likely-than-not recognition threshold and establishes tax reserves for uncertain tax positions that do not meet this threshold. Interest and penalties associated with income tax matters are included in the provision for income taxes in the condensed consolidated statements of operations. As of September 30, 2022, the Company had uncertain tax positions of $ 3.5 million , inclusive of $ 1.0 million of interest and penalties. The Company has determined that a valuation allowance is not needed against the deferred tax asset as of September 30, 2022, with the exception of net operating losses for certain separate state filings. This analysis is performed on a quarterly basis and includes an evaluation of all positive and negative evidence to determine whether it is more-likely-than-not that the deferred tax assets will be realizable. This is based on generating earnings and taxable income in recent years, no tax attributes on hand that are at risk of expiring in the near future nor is there any history of expiring attributes, the cyclical nature of our business, and projections of future taxable income. In the event that actual results differ from these estimates, the Company may need to modify the level of valuation allowance which could materially impact our business, financial condition and results of operations. The Company is subject to income taxes domestically and in various foreign jurisdictions. The Company files U.S., state and foreign income tax returns in jurisdictions with various statutes of limitations. The federal tax years open under the statute of limitations are 2018 through 2020, and the state tax years open under the statute of limitations are 2017 through 2020. Note 9. Stock-Based Compensation Total estimated stock-based compensation expense for employees and non-employees, related to all of the Company’s stock-based awards, was as follows: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 (in thousands) Cost of revenue $ 146 $ ( 105 ) $ 268 $ 382 Selling and marketing 581 415 1,518 1,192 Research and development 395 329 1,068 926 General and administrative 1,086 859 2,921 2,725 Total stock-based compensation $ 2,208 $ 1,498 $ 5,775 $ 5,225 The following table presents the stock activity and the total number of shares available for grant as of September 30, 2022: (in thousands) Balance at December 31, 2021 998 Options Cancelled 51 Restricted Stock Granted ( 491 ) Restricted Stock Forfeited 100 Performance Shares Unearned 7 Performance Shares Granted ( 167 ) Balance at September 30, 2022 498 12 Stock Option Activity Options Outstanding Number of Shares Underlying Outstanding Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (in years) Outstanding at December 31, 2021 1,739,240 $ 7.72 7.02 $ 25,542,823 Options Granted - - Options Exercised ( 85,429 ) 7.32 Options Forfeited ( 51,038 ) 9.32 Outstanding at September 30, 2022 1,602,773 $ 7.69 6.17 $ 2,138,611 Vested and expected to vest at September 30, 2022 1,593,677 $ 7.76 6.16 $ 2,133,249 Exercisable at September 30, 2022 1,213,781 $ 7.46 5.79 $ 1,950,309 Stock options are time-based and the majority are exercisable within 10 years of the date of grant, but only to the extent they have vested. The options generally vest as specified in the option agreements subject to acceleration in certain circumstances. In the event participants in the plan cease to be employed or engaged by the Company, all vested options would be forfeited if they are not exercised within 90 days. Forfeitures on option grants are estimated at 10 % for non-executives and 0 % for executives based on evaluation of historical and expected future turnover. Stock-based compensation expense was recorded net of estimated forfeitures, such that expense was recorded only for those stock-based awards expected to vest. The Company reviews this assumption periodically and will adjust it if it is not representative of future forfeiture data and trends within employee types (executive vs. non-executive). Aggregate intrinsic value represents the difference between the estimated fair value of the underlying common stock and the exercise price of outstanding, in-the-money options. The aggregate intrinsic value of options exercised was $ 0.8 million for the nine months ended September 30, 2022. The Company uses the Black-Scholes option-pricing model to estimate the fair value of options granted as of the grant date. There were no new options granted during the nine months ended September 30, 2022. The total estimated fair value of employee options vested during the nine months ended September 30, 2022 was $ 3.9 million . As of September 30, 2022, total unrecognized compensation cost related to non-vested stock options granted to employees was $ 2.0 million , which is expected to be recognized over a remaining weighted average vesting period of 1.4 years. Restricted Stock Activity Shares Weighted Average Grant Date Fair Value Per Share Nonvested restricted stock at December 31, 2021 788,454 $ 16.81 Granted 491,173 21.04 Vested ( 275,229 ) 16.06 Shares forfeited ( 100,315 ) 19.97 Nonvested restricted stock at September 30, 2022 904,083 $ 18.99 As of September 30, 2022, total unrecognized compensation costs related to the nonvested restricted stock awards was $ 14.4 million , which will be recognized over a remaining weighted average vesting period of 2.3 years. Performance-Based Restricted Share Units As of September 30, 2022 , the Company had 256,342 performance-based restricted share units outstanding, including 167,000 issued in 2022. The vesting of performance-based restricted share units is determined over a three-year period based on (i) the amount by which revenue growth exceeds a defined baseline market growth each year and (ii) the achievement of specified tiers of adjusted EBITDA as a percentage of net revenue each year, with the ability to earn and vest into such units ranging from 0 % to 200 %. In 2021, 37,507 performance-based restricted share units vested related to the Company's achievement of these performance measures. 13 Note 10. Net Income (Loss) Per Share The following table sets forth the computation of basic and diluted net income (loss) per share of common stock attributable to common stockholders: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 (in thousands, except per-share data) Net income (loss) $ ( 12,011 ) $ 2,623 $ ( 36,313 ) $ 13,182 Weighted average common shares outstanding — Basic 16,541 16,079 16,413 15,852 Plus incremental shares from assumed conversions: Dilutive effect of restricted stock — 389 — 442 Dilutive effect of stock options — 1,317 — 1,404 Dilutive effect of warrants — 550 — 550 Weighted average common shares outstanding — Diluted 16,541 18,335 16,413 18,248 Net income (loss) per share: Basic $ ( 0.73 ) $ 0.16 $ ( 2.21 ) $ 0.83 Diluted $ ( 0.73 ) $ 0.14 $ ( 2.21 ) $ 0.72 Incremental shares from stock options and restricted stock awards are computed using the treasury stock method. The weighted average shares listed below were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive for the periods presented or were otherwise excluded under the treasury stock method. The treasury stock method calculates dilution assuming the exercise of all in-the-money options and vesting of restricted stock, reduced by the repurchase of shares with the proceeds from the assumed exercises and unrecognized compensation expense for outstanding awards. Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 (in thousands) Stock options 1,627 60 1,669 732 Unvested restricted stock awards 939 12 899 294 Warrants 550 — 550 — Total 3,116 72 3,118 1,026 Note 11. Segment Information The following table represents total net revenues based on where customers are physically located: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 (in thousands) North America $ 34,404 $ 60,138 $ 93,156 $ 174,918 Europe and Middle East 11,034 20,721 32,335 66,139 Asia Pacific 5,866 4,448 13,775 15,867 Total net revenues $ 51,304 $ 85,307 $ 139,266 $ 256,924 Note 12. Commitments and Contingencies Litigation The Company is subject to various legal proceedings and claims that arise in the ordinary course of its business. Although the amount of any liability that could arise with respect to these actions cannot be determined with certainty, in the Company’s opinion, any such liability will not have a material adverse effect on its consolidated financial position, consolidated results of operations or liquidity. Shareholders Class Action : On August 5, 2013, VTBH and the Company (f/k/a Parametric Sound Corporation) announced that they had entered into the Merger Agreement pursuant to which VTBH would acquire an approximately 80 % ownership interest and existing 14 shareholders would maintain an approximately 20 % ownership interest in the combined company (the “Merger”). Following the announcement, several shareholders filed class action lawsuits in California and Nevada seeking to enjoin the Merger. The plaintiffs in each case alleged that members of the Company’s Board of Directors breached their fiduciary duties to the shareholders by agreeing to a merger that allegedly undervalued the Company. VTBH and the Company were named as defendants in these lawsuits under the theory that they had aided and abetted the Company’s Board of Directors in allegedly violating their fiduciary duties. The plaintiffs in both cases sought a preliminary injunction seeking to enjoin closing of the Merger, which, by agreement, was heard by the Nevada court with the California plaintiffs invited to participate. On December 26, 2013, the court in the Nevada case denied the plaintiffs’ motion for a preliminary injunction. Following the closing of the Merger, the Nevada plaintiffs filed a second amended complaint, which made essentially the same allegations and sought monetary damages as well as an order rescinding the Merger. The California plaintiffs dismissed their action without prejudice, and sought to intervene in the Nevada action, which was granted. Subsequent to the intervention, the plaintiffs filed a third amended complaint, which made essentially the same allegations as prior complaints and sought monetary damages. On June 20, 2014, VTBH and the Company moved to dismiss the action, but that motion was denied on August 28, 2014. On September 14, 2017, a unanimous en banc panel of the Nevada Supreme Court granted defendants’ petition for writ of mandamus and ordered the trial court to dismiss the complaint but provided a limited basis upon which plaintiffs could seek to amend their complaint. Plaintiffs amended their complaint on December 1, 2017 to assert the same claims in a derivative capacity on behalf of the Company, as a well as in a direct capacity, against VTBH, Stripes Group, LLC, SG VTB Holdings, LLC, and the former members of the Company’s Board of Directors. All defendants moved to dismiss this amended complaint on January 2, 2018, and those motions were denied on March 13, 2018. Defendants petitioned the Nevada Supreme Court to reverse this ruling on April 18, 2018. On June 15, 2018, the Nevada Supreme Court denied defendants’ writ petition without prejudice. The district court subsequently entered a pretrial schedule and set trial for November 2019. On January 18, 2019, the district court certified a class of shareholders of the Company as of January 15, 2014. On October 11, 2019, the parties notified the district court that they had reached a settlement that would resolve the pending action if ultimately approved by the Court. On January 13, 2020, the district court preliminarily approved the settlement between the plaintiffs and all defendants. A final hearing was held on May 18, 2020, wherein the Court approved the settlement and entered final judgment. On May 22, 2020, PAMTP LLC, which purports to hold the claims of eight shareholders who opted out of the class settlement described above, brought suit against the Company, the Company’s CEO, Juergen Stark, Stripes Group, LLC, SG VTB Holdings, LLC, Kenneth Fox, and former members of the Company’s Board of Directors in Nevada state court. This opt-out action asserts the same direct claims that were asserted by the class of shareholders described above. The defendants filed two motions to dismiss this complaint, which were heard on August 10, 2020. The Court denied those motions by order of August 20, 2020. The case was tried in August 2021 and all remaining defendants, including the Company, prevailed on all counts with final judgment entered in their favor on September 3, 2021. Plaintiff is appealing that judgment. Employment Litigation: On April 20, 2017, a former employee filed an action in the Superior Court for the County of San Diego, State of California. The complaint alleges claims including wrongful termination, retaliation and various other provisions of the California Labor Code. The complaint seeks unspecified economic and non-economic losses, as well as allegedly unpaid wages, unreimbursed business expenses statutory penalties, interest, punitive damages and attorneys’ fees. The Company filed a cross-complaint against the former employee on May 25, 2017 for certain activities related to his employment with the Company. The matter was tried between September 24 and October 7, 2021. On October 8, 2021 a jury rendered a unanimous verdict in favor of the Company on the employment claims. The Court granted a directed verdict to the Company on its Cross- Complaint against the former employee. Judgment was entered in favor of the Company on October 27, 2021. On December 20, 2021, the former employee filed a notice of appeal of the judgment. Intellectual Property Dispute: On November 24, 2020, ABP Technology Limited (ABP) issued a claim for trademark infringement in the High Court of England and Wales against Voyetra Turtle Beach, Inc. (“VTB”) and Turtle Beach Europe Limited (“TBEU”) relating to the use by VTB and TBEU of the sign STEALTH on and in relation to gaming headsets in the UK. VTB and TBEU filed and served a Defense to the claim on February 2, 2021. On March 31, 2021, ABP filed an application for summary judgement. The summary judgment application was heard by the Court in November 2021 and was dismissed. The next stage in the main proceedings will be a Case Management Conference on November 21, 2022 at which the Court will give directions for each stage to trial. The trial is expected to be heard in April 2023. Consumer Class Action : On June 13, 2022, an individual filed a class action lawsuit against VTB in the United States District Court for the Central District of California. The complaint alleges that VTB violated the Telephone Consumer Protection Act, 47 U.S.C. § 227(b), by sending marketing-related text messages to the plaintiff and other members of the public who have registered their telephone numbers on the national Do-Not-Call Registry. The plaintiff seeks to represent a class of all persons in the United States whose telephone numbers were present on the national Do-Not-Call Registry and received text messages from VTB within the last four years. The complaint seeks statutory damages and an order enjoining VTB from sending further text messages to telephone numbers listed on the national Do-Not-Call Registry. VTB believes that the plaintiff consented to receive marketing-related text messages from VTB and maintains that it does not contact members of the public without their consent. VTB has filed an initial response to the complaint. The court has not yet set a trial date for this matter. The Company will continue to vigorously defend itself in the foregoing unresolved matters. However, litigation and investigations are inherently uncertain. Accordingly, the Company cannot predict the outcome of these matters. The Company has not recorded any accrual at September 30, 2022 for contingent losses associated with these matters based on its belief that losses, while possible, are not probable. Further, any possible range of loss cannot be reasonably estimated at this time. The unfavorable resolution of these matters could have a material 15 adverse effect on the Company’s business, results of operations, financial condition, or cash flows. The Company is engaged in other legal actions, not described above, arising in the ordinary course of its business and, while there can be no assurance, believes that the ultimate outcome of these other legal actions will not have a material adverse effect on its business, results of operations, financial condition, or cash flows. Warranties The Company warrants its products against certain manufacturing and other defects. These product warranties are provided for specific periods of time depending on the nature of the product. Warranties are generally fulfilled by replacing defective products with new products. The following table provides the changes in our product warranty reserve, which are included in accrued liabilities: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 (in thousands) Warranty, beginning of period $ 718 $ 1,022 $ 856 $ 1,039 Warranty costs accrued 89 85 282 538 Settlements of warranty claims ( 145 ) ( 201 ) ( 476 ) ( 671 ) Warranty, end of period $ 662 $ 906 $ 662 $ 906 Operating Leases - Right of Use Assets The Company adopted ASU 2016-02, Leases , on January 1, 2019. The Company determines whether an arrangement is a lease at inception. The Company leases office spaces that provide for future minimum rental lease payments under non-cancelable operating leases that have remaining lease terms of one year to nine years , and do not contain any material residual value guarantees or material restrictive covenants. The components of the right-of-use assets and lease liabilities were as follows: Balance Sheet Classification September 30, 2022 (in thousands) Right-of-use assets Other assets $ 7,258 Lease liability obligations, current Other current liabilities $ 1,030 Lease liability obligations, noncurrent Other liabilities 6,768 Total lease liability obligations $ 7,798 Weighted-average remaining lease term (in years) 5.5 Weighted-average discount rate 3.75 % During the nine months ended September 30, 2022, the Company recognized approximately $ 1.1 million of lease costs in operating expenses and approximately $ 0.8 million of operating cash flows from operating leases. Approximate future minimum lease payments for the Company’s right of use assets over the remaining lease periods as of September 30, 2022, are as follows: (in thousands) 2022 $ 313 2023 1,260 2024 1,281 2025 1,270 2026 1,184 Thereafter 3,654 Total minimum payments 8,962 Less: Imputed interest ( 1,164 ) Total $ 7,798 16