Cover
Cover | 9 Months Ended |
Sep. 30, 2020 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | Corsair Gaming, Inc. |
Entity Central Index Key | 0001743759 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Combined Consolidated Balance S
Combined Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | |||
Cash | $ 116,185 | $ 48,165 | $ 25,639 |
Restricted cash | 3,726 | 3,552 | 2,281 |
Accounts receivable, net | 259,542 | 202,334 | 122,042 |
Inventories | 210,151 | 151,063 | 149,022 |
Prepaid expenses and other current assets | 38,014 | 24,696 | 17,298 |
Total current assets | 627,618 | 429,810 | 316,282 |
Property and equipment, net | 15,404 | 15,365 | 12,473 |
Goodwill | 311,573 | 312,750 | 226,679 |
Intangible assets, net | 265,446 | 291,027 | 247,812 |
Restricted cash, noncurrent | 230 | 230 | |
Other assets | 35,449 | 10,536 | 7,747 |
TOTAL ASSETS | 1,255,720 | 1,059,718 | 810,993 |
Current liabilities: | |||
Accounts payable | 274,771 | 182,025 | 154,842 |
Borrowings from credit lines | 27,000 | ||
Current portion of debt, net | 2,364 | 1,611 | |
Other liabilities and accrued expenses | 169,586 | 115,541 | 35,630 |
Total current liabilities | 444,357 | 299,930 | 219,083 |
Debt, net including related party balance | 370,090 | 503,448 | 394,106 |
Deferred tax liabilities | 30,655 | 33,820 | 34,690 |
Other liabilities, noncurrent | 22,066 | 5,745 | 412 |
TOTAL LIABILITIES | 867,168 | 842,943 | 648,291 |
Commitments and Contingencies (Note 9) | |||
Stockholders' Equity: | |||
Preferred stock, $0.0001 par value: 5,000 shares authorized, nil and nil shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively | |||
Common stock, value | 9 | 8 | 8 |
Additional paid-incapital | 437,207 | 324,968 | 258,238 |
Accumulated deficit | (45,856) | (106,030) | (93,161) |
Accumulated other comprehensive loss | (2,808) | (2,171) | (2,383) |
Total Stockholders' Equity | 388,552 | 216,775 | 162,702 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 1,255,720 | $ 1,059,718 | $ 810,993 |
Combined Consolidated Balance_2
Combined Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt, net, related party balance | $ 5,779 | $ 7,641 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 | 100,000,000 |
Common stock, shares issued | 91,914,000 | 84,079,366 | 75,896,147 |
Common stock, shares outstanding | 91,914,000 | 84,079,366 | 75,896,147 |
Previously Reported | |||
Common stock, shares authorized | 100,000,000 |
Combined Consolidated Statement
Combined Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||||||
Net revenue | $ 457,103 | $ 284,372 | $ 1,146,028 | $ 770,619 | $ 1,097,174 | $ 937,553 |
Cost of revenue | 329,159 | 224,145 | 834,398 | 616,785 | 872,887 | 744,858 |
Gross profit | 127,944 | 60,227 | 311,630 | 153,834 | 224,287 | 192,695 |
Operating expenses: | ||||||
Product development | 12,902 | 9,454 | 36,285 | 28,353 | 37,547 | 31,990 |
Sales, general and administrative | 65,321 | 39,811 | 175,877 | 115,992 | 163,033 | 138,915 |
Total operating expenses | 78,223 | 49,265 | 212,162 | 144,345 | 200,580 | 170,905 |
Operating income | 49,721 | 10,962 | 99,468 | 9,489 | 23,707 | 21,790 |
Other (expense) income: | ||||||
Interest expense | (10,170) | (9,119) | (29,116) | (27,063) | (35,548) | (32,680) |
Other (expense) income, net | 23 | (399) | (29) | (1,477) | (1,558) | 183 |
Total other expense, net | (10,147) | (9,518) | (29,145) | (28,540) | (37,106) | (32,497) |
Income (loss) before income taxes | 39,574 | 1,444 | 70,323 | (19,051) | (13,399) | (10,707) |
Income tax (expense) benefit | (3,217) | 75 | (10,149) | 4,645 | 5,005 | (3,013) |
Net income (loss) | $ 36,357 | $ 1,519 | $ 60,174 | $ (14,406) | $ (8,394) | $ (13,720) |
Net income (loss) per share | ||||||
Basic | $ 0.43 | $ 0.02 | $ 0.71 | $ (0.19) | $ (0.11) | $ (0.18) |
Diluted | $ 0.40 | $ 0.02 | $ 0.69 | $ (0.19) | $ (0.11) | $ (0.18) |
Weighted-average shares used to compute net income (loss) per share | ||||||
Basic | 84,870,837 | 75,939,443 | 84,352,415 | 75,928,057 | 76,223,451 | 75,457,693 |
Diluted | 90,083,949 | 77,883,754 | 87,498,519 | 75,928,057 | 76,223,451 | 75,457,693 |
Combined Consolidated Stateme_2
Combined Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||||
Net income (loss) | $ 36,357 | $ 1,519 | $ 60,174 | $ (14,406) | $ (8,394) | $ (13,720) |
Other comprehensive gain (loss): | ||||||
Foreign currency translation adjustments, net of zero tax | 2,378 | (54) | (1,217) | (52) | 490 | (706) |
Unrealized foreign exchange loss from long-term intercompany loans, net of tax benefit | 691 | (682) | 580 | (704) | (278) | (1,520) |
Comprehensive income (loss) | $ 39,426 | $ 783 | $ 59,537 | $ (15,162) | $ (8,182) | $ (15,946) |
Combined Consolidated Stateme_3
Combined Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||||
Foreign currency translation adjustments, net of tax | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Unrealized foreign exchange gain (loss) from long-term intercompany loans, net of tax benefit (expense) | $ (128) | $ 134 | $ (24) | $ 139 | $ 55 | $ 300 |
Combined Consolidated Stateme_4
Combined Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Cumulative Effect of Adoption of New Accounting | Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Retained Earnings (Accumulated Deficit)Cumulative Effect of Adoption of New Accounting | Accumulated Other Comprehensive Loss |
Beginning Balance at Dec. 31, 2017 | $ 254,661 | $ 8 | $ 249,251 | $ 5,559 | $ (157) | ||
Beginning Balance, shares at Dec. 31, 2017 | 75,024,637 | ||||||
Issuance of common stock in relation to acquisitions | 6,226 | 6,226 | |||||
Issuance of common stock in relation to acquisitions, shares | 868,260 | ||||||
Issuance of common stock for stock option exercises | $ 10 | 10 | |||||
Issuance of common stock for stock option exercises, shares | 3,250 | 3,250 | |||||
Dividends paid to common stockholders | $ (85,000) | (85,000) | |||||
Stock-based compensation | 2,751 | 2,751 | |||||
Other comprehensive gain (loss) | (2,226) | (2,226) | |||||
Net income (loss) | (13,720) | (13,720) | |||||
Ending Balance at Dec. 31, 2018 | 162,702 | $ 8 | 258,238 | (93,161) | (2,383) | ||
Ending Balance, shares at Dec. 31, 2018 | 75,896,147 | ||||||
Issuance of common stock in relation to acquisitions | 2,000 | 2,000 | |||||
Issuance of common stock in relation to acquisitions, shares | 267,000 | ||||||
Issuance of common stock for stock option exercises | 80 | 80 | |||||
Issuance of common stock for stock option exercises, shares | 14,000 | ||||||
Repurchase of common stock (Note 11) | (1,531) | (1,257) | (274) | ||||
Repurchase of common stock (Note 11), shares | (88,000) | ||||||
Stock-based compensation | 2,813 | 2,813 | |||||
Other comprehensive gain (loss) | (756) | (756) | |||||
Net income (loss) | (14,406) | (14,406) | |||||
Ending Balance at Sep. 30, 2019 | 147,216 | $ (3,686) | $ 8 | 261,874 | (111,527) | $ (3,686) | (3,139) |
Ending Balance, shares at Sep. 30, 2019 | 76,089,000 | ||||||
Beginning Balance at Dec. 31, 2018 | 162,702 | $ 8 | 258,238 | (93,161) | (2,383) | ||
Beginning Balance, shares at Dec. 31, 2018 | 75,896,147 | ||||||
Issuance of common stock in relation to acquisitions | 10,000 | 10,000 | |||||
Issuance of common stock in relation to acquisitions, shares | 1,322,075 | ||||||
Issuance of common stock for stock option exercises | $ 124 | 124 | |||||
Issuance of common stock for stock option exercises, shares | 34,000 | 34,000 | |||||
Issuance of common stock | $ 53,500 | 53,500 | |||||
Issuance of common stock, shares | 7,046,049 | ||||||
Repurchase of common stock (Note 11) | (1,531) | (742) | (789) | ||||
Repurchase of common stock (Note 11), shares | (218,905) | ||||||
Stock-based compensation | 3,848 | 3,848 | |||||
Other comprehensive gain (loss) | 212 | 212 | |||||
Net income (loss) | (8,394) | (8,394) | |||||
Ending Balance at Dec. 31, 2019 | 216,775 | (3,686) | $ 8 | 324,968 | (106,030) | (3,686) | (2,171) |
Ending Balance, shares at Dec. 31, 2019 | 84,079,366 | ||||||
Beginning Balance at Jun. 30, 2019 | 143,513 | $ 8 | 258,954 | (113,046) | (2,403) | ||
Beginning Balance, shares at Jun. 30, 2019 | 75,815,000 | ||||||
Issuance of common stock in relation to acquisitions | 2,000 | 2,000 | |||||
Issuance of common stock in relation to acquisitions, shares | 267,000 | ||||||
Issuance of common stock for stock option exercises | 53 | 53 | |||||
Issuance of common stock for stock option exercises, shares | 7,000 | ||||||
Stock-based compensation | 867 | 867 | |||||
Other comprehensive gain (loss) | (736) | (736) | |||||
Net income (loss) | 1,519 | 1,519 | |||||
Ending Balance at Sep. 30, 2019 | 147,216 | (3,686) | $ 8 | 261,874 | (111,527) | (3,686) | (3,139) |
Ending Balance, shares at Sep. 30, 2019 | 76,089,000 | ||||||
Beginning Balance at Dec. 31, 2019 | 216,775 | $ (3,686) | $ 8 | 324,968 | (106,030) | $ (3,686) | (2,171) |
Beginning Balance, shares at Dec. 31, 2019 | 84,079,366 | ||||||
Issuance of common stock to directors, shares | 20,000 | ||||||
Issuance of common stock for stock option exercises | $ 1,224 | 1,224 | |||||
Issuance of common stock for stock option exercises, shares | 306,000 | 306,000 | |||||
Issuance of common stock upon vesting of restricted stock units, shares | 9,000 | ||||||
Issuance of common stock | $ 106,730 | $ 1 | 106,729 | ||||
Issuance of common stock, shares | 7,500,000 | ||||||
Stock-based compensation | 4,286 | 4,286 | |||||
Other comprehensive gain (loss) | (637) | (637) | |||||
Net income (loss) | 60,174 | 60,174 | |||||
Ending Balance at Sep. 30, 2020 | 388,552 | $ 9 | 437,207 | (45,856) | (2,808) | ||
Ending Balance, shares at Sep. 30, 2020 | 91,914,000 | ||||||
Beginning Balance at Jun. 30, 2020 | 240,506 | $ 8 | 328,588 | (82,213) | (5,877) | ||
Beginning Balance, shares at Jun. 30, 2020 | 84,349,000 | ||||||
Issuance of common stock for stock option exercises | 259 | 259 | |||||
Issuance of common stock for stock option exercises, shares | 56,000 | ||||||
Issuance of common stock upon vesting of restricted stock units, shares | 9,000 | ||||||
Issuance of common stock | 106,730 | $ 1 | 106,729 | ||||
Issuance of common stock, shares | 7,500,000 | ||||||
Stock-based compensation | 1,631 | 1,631 | |||||
Other comprehensive gain (loss) | 3,069 | 3,069 | |||||
Net income (loss) | 36,357 | 36,357 | |||||
Ending Balance at Sep. 30, 2020 | $ 388,552 | $ 9 | $ 437,207 | $ (45,856) | $ (2,808) | ||
Ending Balance, shares at Sep. 30, 2020 | 91,914,000 |
Combined Consolidated Stateme_5
Combined Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||||
Net income (loss) | $ 60,174 | $ (14,406) | $ (8,394) | $ (13,720) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
Stock-based compensation | 4,286 | 2,813 | 3,848 | 2,751 |
Depreciation | 6,706 | 5,448 | 7,384 | 5,670 |
Amortization of intangible assets | 25,344 | 23,551 | 30,123 | 30,893 |
Debt issuance costs amortization | 1,990 | 2,281 | 2,989 | 3,420 |
Accretion of deferred purchase consideration | 327 | |||
Loss on debt extinguishment | 3,256 | |||
Change in fair value of contingent earn-out consideration | (592) | |||
Loss on disposal of property and equipment | 52 | 357 | ||
Deferred income taxes | (6,892) | (7,257) | (11,535) | (3,017) |
Loss (gain) on foreign exchange | 26 | (957) | ||
Other | 1,070 | 598 | ||
Provision for doubtful accounts | 167 | 237 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (58,067) | (10,573) | (48,033) | (7,339) |
Inventories | (60,886) | (13,021) | 15,711 | (29,753) |
Prepaid expenses and other assets | (20,431) | (3,312) | (1,619) | (10,869) |
Accounts payable | 92,772 | 2,065 | 16,203 | 25,835 |
Other liabilities and accrued expenses | 51,002 | 12,947 | 30,773 | (3,413) |
Net cash provided by operating activities | 100,324 | 1,134 | 37,103 | 422 |
Cash flows from investing activities: | ||||
Acquisition of business, net of cash acquired | (836) | (4,846) | (126,104) | (30,210) |
Payment of deferred consideration | (10,300) | (10,300) | ||
Purchase of property and equipment | (5,072) | (7,003) | (8,848) | (8,345) |
Purchase of intangible asset | (175) | |||
Net cash used in investing activities | (5,908) | (22,149) | (145,427) | (38,555) |
Cash flows from financing activities: | ||||
Proceeds from issuance of debt, net | 113,885 | 113,575 | ||
Repayment of debt | (140,394) | (2,775) | (3,969) | (3,088) |
Payment of debt issuance costs | (194) | (150) | (2,450) | (1,836) |
Borrowings from (repayments of) line of credit, net | 8,700 | (27,000) | 27,000 | |
Proceeds from initial public offering and private placement, net of underwriting discounts and commissions | 118,575 | |||
Payment of other offering costs | (5,582) | (108) | (245) | (3,307) |
Proceeds from issuance of common stock to common stockholders | 53,500 | |||
Cash dividends paid to common stockholders | (85,000) | |||
Repurchase of common stock | (569) | (1,531) | ||
Proceeds from exercise of stock options | 1,224 | 80 | 124 | 10 |
Net cash provided by (used in) financing activities | (26,371) | 5,178 | 132,314 | 47,354 |
Effect of exchange rate changes on cash | 149 | 46 | 37 | (331) |
Net increase (decrease) in cash and restricted cash | 68,194 | (15,791) | 24,027 | 8,890 |
Cash and restricted cash at the beginning of the period | 51,947 | 27,920 | 27,920 | 19,030 |
Cash and restricted cash at the end of the period | 120,141 | 12,129 | 51,947 | 27,920 |
Supplemental cash flow disclosures: | ||||
Cash paid for interest | 23,397 | 24,799 | 32,842 | 28,865 |
Cash paid for (refund of) income taxes | 7,276 | 372 | 571 | 6,122 |
Supplemental schedule of non-cash investing and financing activities: | ||||
Equipment purchased and unpaid at period end | 2,331 | 1,353 | 927 | 2,660 |
Issuance of common stock relating to business acquisitions | 2,000 | 10,000 | 6,226 | |
Deferred purchase consideration (Note 5) | 145 | 6,003 | 7,641 | 10,331 |
Measurement period adjustment relating to business acquisitions | 1,834 | |||
Forward contract on common stock repurchase | 962 | |||
Deferred offering costs included in accounts payable and accrued expenses | $ 2,710 | $ 2,346 | $ 2,255 | $ 1,989 |
Description of Business
Description of Business | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Description of Business | 1. Description of Business and Basis of Presentation Description of Business Corsair Gaming, Inc., a Delaware corporation, together with its subsidiaries (collectively, “Corsair” the “Company”, “we”, “us”, or “our”) Corsair is organized into two reportable segments: • Gamer and creator peripherals. Includes our high-performance gaming keyboards, mice, headsets and controllers, as well as our streaming gear including capture cards, studio accessories, and microphones, 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 Reorganization On September 15, 2020, a corporate reorganization (the “Reorganization”) (the “Parent”) (or “Corsair Luxco”) The Reorganization was comprised of a series of steps as set forth below: • The Parent acquired the minority interest held by Corsair Group (US), LLC in exchange for its own units. • Corsair Gaming, Inc. acquired all of the outstanding capital stock of Corsair Luxco from the Parent in exchange for its own stock. • In order for management and certain other partnership unit holders of the Parent to hold Corsair’s common stock directly, we entered into exchange agreements with such holders to exchange the Parent’s units for shares of Corsair’s common stock on a pro rata basis relative to their holdings in the Parent prior to the Reorganization. • The Parent’s 2017 Equity Incentive Program was assumed by Corsair and all of the outstanding options to acquire units under the Parent’s 2017 Equity Incentive Program were converted into options to purchase Corsair’s common stock on a pro rata basis with an adjusted exercise price to reflect the assumption. • We implemented a 1-for-28,693.596843964 As all legal entities included in the Reorganization are under common control of the Parent, all steps of the Reorganization were accounted for as a combination of entities under common control. Unless otherwise indicated, the accompanying condensed combined consolidated financial statements and related notes that reference Corsair’s capitalization, including other matters relating to equity, share, and per share information, have been retroactively revised to reflect the Reorganization for all periods presented. Accordingly, references in the footnotes related to transactions entered into by the Parent involving the Parent’s units or options to purchase the Parent’s units have been revised as common share equivalents of Corsair and options to purchase shares of Corsair’s common stock using the ratio of Corsair’s issued and outstanding shares immediately post-Reorganization to the Parent’s issued and outstanding units immediately post-Reorganization but prior to the unit exchanges described above. Initial Public Offering On September 25, 2020, we completed our initial public offering (IPO) Deferred offering costs consist primarily of accounting, legal, and other fees related to the IPO. Prior to the IPO, all deferred offering costs were capitalized in other assets in the condensed combined consolidated balance sheets. After the IPO, $11.8 million of deferred offering costs were reclassified into stockholders’ equity as a reduction of the IPO proceeds in the condensed combined consolidated balance sheets. The amount of deferred offering costs capitalized as of December 31, 2019 was $5.8 million. Basis of Presentation Our interim condensed combined consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) (“SEC”) (the “Prospectus”) , (the “Securities Act”) The interim condensed combined consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, and in management’s opinion, include all adjustments, which consist of only normal recurring adjustments necessary for the fair statement of our condensed combined consolidated balance sheet as of September 30, 2020 and our results of operations for the three and nine months ended September 30, 2020 and 2019. The results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results expected for the current fiscal year or any other future periods. Except as described elsewhere to the condensed combined consolidated financial statements, there have been no material changes to our significant accounting policies as described in Note 2 “Summary of Significant Accounting Policies” in the Notes to the consolidated financial statements in our Prospectus. Principles of Consolidation The accompanying condensed combined consolidated financial statements include the accounts of Corsair and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. | 1. Description of Business The term “Company,” as used in these notes, means Corsair Gaming, Inc. Corsair Gaming, Inc. (formerly known as Corsair Acquisition (US), Inc.), a Delaware corporation, together with its subsidiaries (“Corsair” or the “Company”), designs, markets and distributes gaming peripherals including keyboards, mice and gaming headsets, computer cases, power supply units, cooling systems and fans, high-performance solid-state Reorganization On September 15, 2020, a corporate reorganization (the “Reorganization”) was consummated whereby the Company now owns directly and indirectly all of the operating subsidiaries and assets of Corsair that had been owned by Corsair Group (Cayman), LP (the “Parent”) and Corsair Group (US), LLC, a minority interest holder. The Parent is a limited partnership domiciled in the Cayman Islands. The Parent and Corsair Group (US), LLC are under common control of the affiliates of EagleTree Capital, LP, a private equity investment firm. Prior to the Reorganization, the North American and international operations of the Company were conducted by certain operating subsidiaries held by separate entities, Corsair Gaming, Inc. and Corsair Holdings (Lux) S.à r.l. (or “Corsair Luxco”), respectively, each of which was substantially owned by and under common control of the Parent. The Reorganization was comprised of a series of steps as set forth below: • The Parent acquired the minority interest held by Corsair Group (US), LLC in exchange for its own units. • Corsair Gaming, Inc. acquired all of the outstanding capital stock of Corsair Luxco from the Parent in exchange for its own stock. • In order for management and certain other partnership unit holders of the Parent to hold the Company’s common stock directly, the Company entered into exchange agreements with such holders to exchange the Parent’s units for shares of the Company’s common stock on a pro rata basis to their holdings in the Parent prior to the Reorganization. • The Parent’s 2017 Equity Incentive Program was assumed by the Company and all of the outstanding options to acquire units under the Parent’s 2017 Equity Incentive Program were converted into options to purchase the Company’s common stock on a pro rata basis with an adjusted exercise price to reflect the assumption. • The Company implemented a 1-for-28,693.596843964 As all legal entities included in the Reorganization are under common control of the Parent, all steps of the Reorganization were accounted for as a combination of entities under common control. Unless otherwise indicated, the accompanying combined consolidated financial statements and related notes that reference the Company’s capitalization, including other matters relating to equity, share, and per share information, have been retroactively revised to reflect the Reorganization for all periods presented. Accordingly, references in the footnotes related to transactions entered into by the Parent involving the Parent’s units or options to purchase the Parent’s units have been revised as common share equivalents of the Company and options to purchase shares of the Company’s common stock using the ratio of the Company’s issued and outstanding shares immediately post-Reorganization to the Parent’s issued and outstanding units immediately post-Reorganization but prior to the unit exchanges described above. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of condensed combined consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed combined consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates include, but are not limited to, the valuation of intangible assets, accounts receivable, sales return reserves, reserves for customer incentives, warranty reserves, inventory, derivative instruments, stock-based compensation, deferred income tax, and common stock (prior to the IPO completed in September 2020). These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. We adjust such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Risks and Uncertainties related to the COVID-19 Due to the COVID-19 COVID-19 shelter-in-place COVID-19 COVID-19 COVID-19 As of the date of issuance of these condensed combined consolidated financial statements, we are not aware of any specific event or circumstance that would require updates to our estimates and judgments or revisions due to COVID-19 Advertising Costs Advertising costs are expensed as incurred and are included as a component of sales, general and administrative expense in the condensed combined consolidated statements of operations. Advertising and promotion expenses were $4.1 million and $2.6 million for the three months ended September 30, 2020 and 2019, respectively, and $12.3 million and $7.4 million for nine months ended September 30, 2020 and 2019, respectively. Nonmonetary Transactions We have sales and repurchases of inventory with our manufacturers, which are accounted for as nonmonetary transactions. Upon sale of raw materials to the manufacturer, for the inventories on-hand Because the transactions are nonmonetary, they have not been included in the condensed combined consolidated statements of cash flows pursuant to ASC 230, Statement of Cash Flows Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, 2016-13 In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) “ROU” On January 1, 2020, we adopted Topic 842 using the modified retrospective method, applying Topic 842 to all leases existing at the date of initial application. We elected to use the effective date as the date of initial application. Consequently, prior period balances and disclosures have not been restated. We elected the package of transitional practical expedients, which among other provisions, allows us to carry forward prior conclusions about lease identification and classification. In addition, for operating leases, we elected to account for lease and non-lease The adoption of Topic 842 had a material impact to our condensed combined consolidated balance sheet but did not have an impact on our condensed combined consolidated statement of operations or cash flows. As a result of adopting Topic 842 as of January 1, 2020, we recognized lease liabilities of $17.9 million and corresponding ROU assets of $17.7 million. See Note 16, Leases, for additional information. Accounting Pronouncements Issued but Not Yet Adopted In December 2019, the FASB issued ASU No. 2019-12 , Income Taxes (Topic 740) In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) | 2. Summary of Significant Accounting Policies Basis of Presentation The Company’s combined consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). These combined consolidated financial statements include the accounts of the Company and its subsidiaries and have been prepared using the Company’s historical basis in determining the assets and liabilities and the results of the Company’s operations. All significant intercompany balances and transactions have been eliminated. The Company has no involvement with variable interest entities. Use of Estimates The preparation of combined consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the combined consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates include, but are not limited to, the valuation of common stock, intangible assets, accounts receivable, sales return reserves, reserves for customer incentives, warranty reserves, inventory, derivative instruments, stock-based compensation, and the valuation of deferred income tax. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Illiquid credit markets, volatile equity, foreign currency, declines in consumer spending and global health emergencies increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. In January 2020, a novel strain of coronavirus was identified in China, resulting in shutdowns of manufacturing and commerce, as well as global travel restrictions to contain the virus. The impact has since extended to other regions around the world. As of the date of issuance of the combined consolidated financial statements, the Company is not aware of any specific event or circumstance that would require updates to the Company’s estimates and judgments or revisions to the carrying value of its assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the combined consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the combined consolidated financial statements. Corrections of Immaterial Errors Certain amounts previously reported as of December 31, 2017 have been corrected as a result of several immaterial misstatements that were identified during the preparation of the Company’s 2018 and 2019 combined consolidated financial statements. These corrections, in aggregate, resulted in a $3.7 million increase in the retained earnings as of December 31, 2017. Segments The Company defines its segments as those operations the chief operating decision maker (“CODM”), determined to be the Chief Executive Officer of the Company, regularly reviews to analyze performance and allocate resources. The Company measures the results of segments using each segment’s net revenue and gross profit, as determined by the information regularly reviewed by the CODM. The Company continually monitors and reviews its segment reporting structure in accordance with ASC 280, Segmen t Reporting • Gamer and Creator Peripherals (previously defined as Gaming PC Peripherals) • Gaming Components and Systems (now includes the Gaming PC Memory component) Comparative period financial information for fiscal year 2018 by reportable segment has been recast to conform with current presentation. Refer to Note 15 for further information. Cash and Restricted Cash The Company had $2.3 million and $3.8 million of total restricted cash deposits as of December 31, 2018 and December 31, 2019, respectively. The restricted cash serves as collateral for certain bank guarantees, customer deposits and security deposits. The following table provides a reconciliation of cash and restricted cash reported within the combined consolidated balance sheets that sums to the total as shown in the combined consolidated statements of cash flows. December 31, 2018 December 31, (In thousands) Cash $ 25,639 $ 48,165 Restricted cash—short term 2,281 3,552 Restricted cash—noncurrent — 230 Total cash and restricted cash $ 27,920 $ 51,947 Accounts Receivable, net The Company records accounts receivable from contracts with customers at the invoiced amount when it has an unconditional right to consideration, net of an allowance for doubtful accounts. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make payments. The Company bases its allowance on regular assessments of its customers’ liquidity and financial condition through analysis of information obtained from credit rating agencies, financial statement review and historical collection trends. Under ASC 605, “ Revenue Recognition Revenue from Contracts with Customers Under Topic 605, revenue reserves for certain customer incentive programs totaling $17.1 million were included within accounts receivable, net as of December 31, 2018. Subsequent to the adoption of Topic 606, such balances are presented as accrued customer incentive programs included in other liabilities and accrued expenses. Refer to subsection “ Recently Adopted Accounting Pronouncements: Adoption of ASC Topic 606 The allowance is recorded as sales, general and administrative expense in the Company’s combined consolidated statements of operations. Additional allowances may be required if the liquidity or financial condition of its customers were to deteriorate. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and accounts receivable. The Company maintains cash with various financial institutions that may at times exceed federally insured limits. Management believes that the financial institutions are financially sound and the Company has not experienced any losses. The Company’s customers that accounted for 10% of total accounts receivable, net were as follows: As of As of Customer A 35 % 34 % Customer B 13 % 20 % The Company had one customer that accounted for 10% of more of total net revenue as follows: Year ended Year ended Customer A 22 % 25 % 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. The Company assesses the valuation of inventory balances including an assessment to determine potential excess and/or obsolete inventory. The Company may be required to write down the value of inventory if estimates of future demand and market conditions indicate estimated excess or obsolete inventory. For the periods presented, the Company has not experienced significant write-downs. Fair Value of Financial Instruments Fair value accounting is applied to all financial assets and liabilities that are recognized or disclosed at fair value in the combined consolidated financial statements on a recurring basis. The carrying amounts of the Company’s financial instruments, including cash, restricted cash, accounts receivable, accounts payable, borrowings from credit lines and other liabilities and accrued expenses approximate fair value due to their short-term maturities. Management believes that the long-term debt bearing variable interest rates represents the prevailing market rates for instruments with similar characteristics; accordingly, the carrying value of this instrument approximates its fair value. Refer to note 3 regarding the fair value of the Company’s other financial assets and liabilities. Property and Equipment, net Property and equipment additions are recorded 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 Manufacturing equipment 2 – 5 years Computer equipment, software and office equipment 3 – 5 years Furniture and fixtures 2 – 7 years Leasehold improvements Shorter of lease term or the useful lives of the improvements Property, plant and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. An impairment charge will be recognized in the event the net book value of such assets exceeds the future undiscounted cash flows attributable to the asset group. No impairment charges were recorded in the periods presented. Business Combinations The Company accounts for acquisitions 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. Goodwill and Intangible Assets Goodwill represents the excess purchase price over the estimated fair value of net assets acquired in a business combination. Identifiable intangible assets with finite lives are carried at cost and amortized using a method that reflects the pattern in which the economic benefits of the intangible asset are consumed or otherwise used up or, if that pattern cannot be reliably determined, using a straight-line amortization method. Amortization expense related to patents is included in cost of revenues. Amortization expense related to developed technology is included in product development costs. Amortization expense related to customer relationships, trade name and non-compete agreements is included in sales, general and administrative costs. For definite-live intangible assets, the Company evaluates the recoverability of intangible assets for impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If the carrying amount exceeds the fair value, an impairment charge is recognized in an amount equal to that excess. No such impairment charges were recorded in the periods presented. The Company tests for goodwill impairment at the reporting unit level on an annual basis at October 1, or more frequently if events or changes in circumstances indicate that the asset is more likely than not impaired. For the annual goodwill impairment test, the Company elects to perform the quantitative impairment test. The ultimate outcome of the goodwill impairment test for a reporting unit should be the same whether the Company chooses to perform the qualitative assessment or proceeds directly to the quantitative impairment test. The quantitative impairment test compares the recoverability of goodwill measured at the reporting unit level to the reporting unit’s carrying amount, including goodwill. The fair value of the reporting unit, which is measured based upon, among other factors, market multiples for comparable companies as well as a discounted cash flow analysis. If the recorded value of the assets, including goodwill, and liabilities (“net carrying value”) of each reporting unit exceeds its fair value, an impairment loss may be required to be recognized. Further, to the extent the net carrying value of the Company as a whole is greater than its fair value in the aggregate, all, or a significant portion of its goodwill may be considered impaired. The Company performed its 2019 annual goodwill impairment assessment and determined that no impairment existed as of the date of the impairment test. No impairment charges were recorded in the periods presented. Refer to note 6 for additional information regarding the Company’s goodwill and intangible assets. Warranty Reserve All of the Company’s products are covered by warranty to be free from defects in material and workmanship for periods ranging from six months to five years, and for life-time for memory products. The Company’s warranty does not provide a service beyond assuring that the product complies with agreed-upon specifications and is generally not sold separately. At the time of sale, an estimate of future warranty costs is recorded as a component of cost of revenue and a warranty liability is recorded for estimated costs to satisfy the warranty obligation. The Company’s estimate of costs to fulfill its warranty obligations is based on historical experience and expectations of future costs to repair or replace. Derivative Instruments and Hedging Activities From time to time, the Company enters 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 the Company’s exposure to interest rate movements on the Company’s variable rate debts. The foreign currency forward contracts generally mature within three to four months and the interest rate cap contracts mature within two years. The Company does not enter into derivative instruments for trading purposes. The derivative instruments are recorded at fair value in prepaid expenses and other current assets or other liabilities and accrued expenses on the combined consolidated balance sheets. The Company does not designate such instruments as hedges for accounting purposes, accordingly, changes in the value of these contracts are recognized in each reporting period in other (expense) income, net in the combined consolidated statements of operations. Deferred Issuance Costs and Debt Discounts Costs incurred in obtaining long-term financing paid to parties other than creditors are considered a debt issuance cost. Amounts paid to creditors are recorded as a reduction in the proceeds received by the creditor and are considered a discount on the issuance of debt. Deferred issuance costs and debt discounts are amortized over the terms of the long-term financing agreements using the effective-interest method and recorded as a deduction of the carrying amount of the debt in the combined consolidated balance sheets. Deferred issuance costs of the Company’s revolving line of credit are recorded in prepaid expenses and other current assets and other assets, according to the timing of amortization. Deferred Offering Costs Deferred offering costs, which include legal, accounting, printer and filing fees, related to Initial Public Offering (“IPO”) are capitalized. The deferred offering costs will be offset against proceeds from the IPO upon the effectiveness of the offering. In the event the offering is terminated, all capitalized deferred offering costs will be immediately expensed. As of December 31, 2018 and December 31, 2019, $5.3 million and $5.8 million of deferred offering costs were capitalized, respectively, which are included in the other assets on the combined consolidated balance sheets. Revenue Recognition The Company’s products are primarily sold through a network of distributors and retailers (including etailers), and some direct to consumers. The Company sells mainly hardware products, such as gamer and creator peripherals, gaming components and systems and gaming PC memory, which may include embedded software that function together. Hardware devices are generally plug and play, requiring no configuration and little or no installation. Under Topic 605, the Company recognized revenue when persuasive evidence of an arrangement exists, delivery has occurred, title has transferred, the price becomes fixed or determinable and collectability is reasonably assured. Evidence of an arrangement existed when there is a customer contract or a standard customer purchase order. The Company considered delivery complete when title and risk of loss transfer to the customer, which is generally upon shipment, but no later than physical receipt by the customer. The Company’s revenue recognition policies were consistent worldwide. On January 1, 2019 the Company adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of December 31, 2018. Results for reporting periods beginning after December 31, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported under Topic 605. Under Topic 606, the Company determines revenue recognition through the following steps: • identification of the contract, or contracts, with the customer • identification of the performance obligations in the contract • determination of the transaction price • allocation of the transaction price to the performance obligations in the contract, and • recognition of revenue when, or as the performance obligation is fulfilled With the adoption of Topic 606, the Company recognizes revenue when it satisfies performance obligations under the terms of its contracts, and control of its products is transferred to its customers in an amount that reflects the consideration the Company expects to receive from its customers in exchange for those products or services. 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. The Company’s revenue recognition policies are consistent worldwide. The impact of the adoption of Topic 606 on the Company’s combined consolidated financial statements is discussed in the “ Recently Adopted Accounting Pronouncements: Adoption of ASC Topic 606 The Company’s products are primarily sold through a network of distributors and retailers (including etailers) worldwide. Substantially all revenue recognized by the Company relates to contracts with distributors and retailers to sell 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. The Company reports 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 after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included as part of the Company’s distribution costs recorded under sales, general and administrative expenses. The Company generally provides a warranty on products that provides assurance that our products conform to published specifications. Such assurance-type warranties are not deemed to be separate performance obligations from the product, and costs associated with providing the warranties are accrued in accordance with ASC 460-10, Guarantees The Company offers return rights and customer incentive programs. Customer incentive programs include special pricing arrangements, promotions, rebates and volume-based incentives. The Company has agreements with certain customers that contain terms allowing price protection credits to be issued in the event of a subsequent price reduction. The Company’s decision to make price reductions is influenced by product life cycle stage, market acceptance of products, the competitive environment, new product introductions and other factors. Accruals for estimated expected future pricing actions are recognized at the time of sale based on analysis of historical pricing actions by customer and by product, inventories owned by and located at distributors and retailers, current customer demand, current operating conditions, and other relevant customer and product information, such as stage of product life-cycle. The transaction price received by the Company from sales to its distributors and retailers is calculated as selling price net of variable consideration which may include product returns, price protection, and the Company’s estimate of claims for customer incentive programs related to current period product revenue. Rights of return vary by customer and range from the right to return products to limited stock rotation rights allowing the exchange of a percentage of the customer’s quarterly purchases. Estimates of expected future product returns qualify as variable consideration and are recorded as a reduction of the transaction price of the contract at the time of sale based on historical return trends. Return trends are influenced by product life cycle status, new product introductions, market acceptance of products, sales levels, the type of customer, seasonality, product quality issues, competitive pressures, operational policies and procedures, and other factors. Return rates can fluctuate over time but are sufficiently predictable to allow the Company to estimate expected future product returns. The Company normally requires payments from customers within 30 to 90 days from invoice date. The Company does not generally modify payment terms on existing receivables. The Company’s 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 the Company estimates and records as a reduction to revenue at the time of sale based on historical experience and forecasted incentives. Certain customer incentives require management to estimate the percentage of those programs which will not be claimed or will not be earned by customers based on historical experience and on the specific terms and conditions of particular programs. The percentage of these customer programs that will not be claimed or earned is commonly referred to as “breakage”. The Company accounts for breakage as part of variable consideration, subject to constraint, and records the estimated impact in the same period when revenue is recognized at the expected value. Significant management judgment and estimates are used to determine the amount of variable consideration to be recognized, as well as any subsequent adjustments to it, such that it is probable that a significant reversal of revenue will not occur. During the year ended December 31, 2019, the Company did not recognize any material revenue adjustment related to performance obligations satisfied in prior periods as a result of changes in estimated variable consideration. Because performance obligations in the Company’s contracts with customers relate to contracts with a duration of less than one year, the Company has elected to apply the optional exemption to not disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. Cost of Revenue Cost of revenue consists of product costs (including costs of contract manufacturers), inbound freight costs from manufacturers to the Company’s distribution hubs, as well as inter-hubs shipments, duties and tariffs, warranty replacement costs, costs to process and rework returned items, depreciation of tooling equipment, warehousing costs, excess and obsolete inventory write-downs, certain allocated costs related to facilities and IT department, and personnel-related expenses and other operating expenses related to supply chain logistics. Distribution Costs Distribution costs, recorded as a component of sales, general and administrative expenses, include the costs to operate two of the Company’s distribution hubs internally and the costs paid to third party logistics providers to operate the Company’s 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. The Company does not consider distribution costs to be part of the costs to bring its products to the finished condition and therefore records 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 and reported in the combined consolidated statements of operations. Product development costs consist primarily of the costs associated with the design and testing of new products and improvements to existing products. These costs relate primarily to compensation of personnel and consultants involved with product design, definition, compatibility testing and qualification. To date, almost all of the software development costs have been expensed as incurred because the period between achieving technological feasibility and the release of the software has been short and development costs qualifying for capitalization have been insignificant. Advertising Costs Advertising costs are expensed as incurred and are included as a component of sales, general and administrative expense in the combined consolidated statements of operations. Advertising and promotion expenses were $8.7 million and $11.3 million for the years ended December 31, 2018 and 2019, respectively. Stock-Based Compensation U.S. GAAP requires the measurement and recognition of compensation expense for all stock-based awards, including options, using a fair-value based method. The Company estimates the fair value of option awards on the date of grant using a Black-Scholes-Merton option-pricing model. Stock-based compensation is recognized on a straight-line basis over the requisite service period based on awards ultimately expected to vest. The Company has elected to recognize actual forfeitures by reducing the employee stock-based compensation in the same period as the forfeitures occur. Nonmonetary Transactions The Company has sales and purchases of inventory with its manufacturers, which 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 the Company, the Company will record prepaid inventories and accrued liabilities as a nonmonetary transaction. When the Company transacts the reciprocal purchase of inventory from the manufacturer, the Company will record 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. Because the transactions are nonmonetary, they have not been included in the combined consolidated statements of cash flows pursuant to ASC 230, Statement of Cash Flows . Employee Benefit Plan The Company has a 401(k) defined contribution plan covering all eligible employees. The 401(k) plan allows for voluntary contributions by plan participants and provides for discretionary contributions by the Company as determined annually by the board of directors. The discretionary amounts may comprise a matching contribution (a designated percentage of a participant’s voluntary contribution) and/or a discretionary profit sharing contribution based on participant compensation. The Company contributed $0.9 million and $1.1 million for the years ended December 31, 2018 and 2019, respectively. 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 the Company’s 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. The Company is subject to foreign income taxes on its foreign operations. All deferred tax assets and liabilities are classified as non-current Uncertain Tax Positions The Company recognizes 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. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments. The Company recognizes interest charges and penalties related to unrecognized tax benefits as a component of the income tax (expense) benefit. Foreign Currency For subsidiaries that have non-U.S. dollar functional currencies, the Company translates the assets and liabilities of these subsidiaries using period-end exchange rates. Revenues and expenses are translated using average exchange rates in effect during the reporting period. Cumulative translation gains and losses are included as a component of stockholders’ equity in accumulated other comprehensive loss. The Company remeasures monetary assets or liabilities denominated in currencies other than the functional currency using exchange rates prevailing on the balance sheet date. Foreign currency remeasurement gains and losses are included in other (expense) income, net in the combined consolidated statements of operations and the amounts were $(0.4) million and $1.4 million for the years ended December 31, 2018 and 2019, respectively. Gains and losses on long-term intercompany loans not intended to be repaid in the foreseeable future are recorded in other comprehensive loss. Net Income (Loss) per Share Basic net income (loss) per share and diluted net income (loss) per share are 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. Emerging Growth Company Status The Company was and remained an emerging growth company (“EGC”), as defined in the JOBS Act, up to December 31, 2019 although its 2019 annual gross revenue exceeded $1.07 billion. According to the rule under the Securities Act of 1933, the Company will continue to be treated as an EGC for the purposes of disclosure requirement accommodations in its initial registration statement until the earlier of: (a) The date on which the Company consummates its initial public offering, or (b) The end of the one-year period beginning on December 31, 2019. Under the JOBS Act, EGCs can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. Through December 31, 2019, the Company had elected to use this extended transition period f |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurement | 3. Fair Value Measurement 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 Level 2 Level 3 The following tables summarize our financial assets and liabilities that were measured at fair value on a recurring basis, and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value: September 30, 2020 (Level 1) (Level 2) (Level 3) Total (in thousands) Assets: Interest rate cap contract (4) $ — $ 45 $ — $ 45 Foreign currency forward contracts (4) — 88 — 88 Total assets $ — $ 133 $ — $ 133 Liabilities: Contingent consideration in connection with a business acquisition—Origin (1) $ — $ — $ 2,078 $ 2,078 Contingent consideration in connection with an immaterial business acquisition — — 9 9 Deferred cash consideration in connection with a business acquisition—SCUF (2) — — 1,638 1,638 Deferred cash consideration in connection with a business acquisition—Origin (3) — — 1,481 1,481 Foreign currency forward contracts (4) — 378 — 378 Total liabilities $ — $ 378 $ 5,206 $ 5,584 December 31, 2019 (Level 1) (Level 2) (Level 3) Total (In thousands) Liabilities: Contingent consideration in connection with a business acquisition—Origin (1) $ — $ — $ 3,964 $ 3,964 Deferred cash consideration in connection with a business acquisition—SCUF (2) — — 1,638 1,638 Deferred cash consideration in connection with a business acquisition—Origin (3) — — 1,411 1,411 Foreign currency forward contracts (4) — 335 — 335 Total liabilities $ — $ 335 $ 7,013 $ 7,348 (1) The fair value of the Origin earn-out earn-out earn-out earn-out earn-out pre-acquisition earn-out (2) The fair value of the SCUF contingent consideration was determined based on the estimates of acquired tax benefits owed to SCUF’s sellers according to the merger agreement. These estimates involved inputs unobservable in the markets and thus represent a level 3 fair value measurement. The measurement of this liability was provisional at the SCUF Acquisition Date (as defined in Note 5) and as of September 30, 2020 and will be finalized in the fourth quarter of 2020. The amount is subject to update upon filing the tax returns for 2019 through 2021. Refer to Note 5 for further details on this acquisition. (3) The fair value of Origin’s deferred cash consideration is determined at the Origin acquisition date by using a discount rate of 6.5%. This discount rate approximated our borrowing rate under the revolving line of credit and represented a Level 3 input under the fair value hierarchy. (4) The fair values of the forward contracts and interest rate cap contract are based on similar exchange traded derivatives and the related asset or liability is, therefore, included within Level 2 of the fair value hierarchy. | 3. Fair Value Measurement U.S. GAAP established a framework for measuring fair value and a fair value hierarchy based on the inputs used to measure fair value. This framework maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the observable inputs be used when available. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It applies to both items recognized and reported at fair value in the combined consolidated financial statements and items disclosed at fair value in the notes to the combined consolidated financial statements. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from independent sources. Unobservable inputs reflect assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the transparency of inputs as follow: Level 1 Level 2 Level 3 A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Company. The categorization of a financial instrument within the hierarchy is based upon the pricing transparency of the instrument and does not necessarily correspond to the Company’s perceived risk of that instrument. Goodwill, intangible assets, and property, plant and equipment, are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur (or tested at least annually for goodwill) such that a non-financial instrument is required to be evaluated for impairment and an impairment is recorded to reduce the non-financial instrument’s carrying value to the fair value as a result of such triggering events, the non-financial assets and liabilities are measured at fair value for the period such triggering events occur. See Note 2 to the combined consolidated financial statements for additional information about how the Company tests various asset classes for impairment. The following tables summarize the hierarchy of fair value measurements of the Company’s financial assets and liabilities measured on a recurring basis: Fair Value Measurements as of December 31, 2018 Quoted Prices using Identical (Level 1) Significant (Level 2) Significant (Level 3) Total (In thousands) Liabilities: Deferred cash consideration in connection with a business acquisition—Elgato (1) $ — $ — $ 10,448 $ 10,448 Foreign currency forward contracts (2) — 131 — 131 Total liabilities $ — $ 131 $ 10,448 $ 10,579 (1) The fair value of Elgato deferred cash consideration (Refer to note 5 for further details on this acquisition) is determined using a discount rate of 6.6%. This discount rate approximated the Company’s borrowing rate under the revolving line of credit and represents a Level 3 input under the fair value hierarchy. (2) The fair value of the forward contracts is based on similar exchange traded derivatives and the related asset or liability is, therefore, included within Level 2 of the fair value hierarchy. Fair Value Measurements as of December 31, 2019 Quoted Prices using Identical (Level 1) Significant (Level 2) Significant (Level 3) Total (In thousands) Liabilities: Contingent consideration in connection with a business acquisition—Origin (1) $ — $ — $ 3,964 $ 3,964 Deferred cash consideration in connection with a business acquisition—SCUF (2) — — 1,638 1,638 Deferred cash consideration in connection with a business acquisition—Origin (3) — — 1,411 1,411 Foreign currency forward contracts (4) — 335 — 335 Total liabilities $ — $ 335 $ 7,013 $ 7,348 (1) The fair value of the Origin earn-out liability (Refer to note 5 for further details on this acquisition) is estimated using a Monte Carlo Simulation, a simulation-based measurement technique with significant inputs that are not observable in the market and thus represents a level 3 fair value measurement. The significant inputs in the fair value measurement not supported by market activity included the expected future standalone EBITDA growth of Origin during the earn-out period, appropriately discounted by a risk adjustment factor, considering the uncertainties associated with the obligation, its associated volatility, and calculated in accordance with the terms of the Unit Purchase Agreement for this acquisition. Significant changes of these significant inputs, in isolation or in combination, would result in a material change in fair value estimates. The interrelationship between these inputs is not considered significant. The fair value of the Origin earn-out liability is remeasured at every reporting period and the change in fair value is recorded to sales, general and administrative expenses. During the year ended December 31, 2019, the Company recorded $0.6 million credit to sales, general and administrative expenses resulting from a reduction in the fair value remeasurement. The earn-out liability of $2.4 million contingent upon Origin’s 2019 standalone EBITDA was fully paid in April 2020. (2) The fair value of the SCUF contingent consideration was determined based on the Company’s estimates of acquired tax benefits owed to SCUF’s sellers according to the merger agreement. These estimates involved inputs unobservable in the markets and thus represents a level 3 fair value measurement. The measurement of this liability was provisional at the SCUF acquisition date and will be finalized within one year of the acquisition date. The amount is subject to update upon filing the Company’s tax returns for 2019 through 2021. Refer to note 5 for further details on this acquisition. (3) The fair value of Origin’s deferred cash consideration is determined at the Origin acquisition date by using a discount rate of 6.5%. This discount rate approximated the Company’s borrowing rate under the revolving line of credit and represented a Level 3 input under the fair value hierarchy. (4) The fair values of the forward contracts and interest rate cap contract are based on similar exchange traded derivatives and the related asset or liability is, therefore, included within Level 2 of the fair value hierarchy. |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative Financial Instruments | 4. Derivative Financial Instruments We are exposed to foreign currency risk relating to our ongoing business operations and use derivative financial instruments, principally foreign currency forward contracts, to reduce the risk. The notional principal amount of outstanding foreign exchange forward contracts was $21.5 million and $18.3 million as of September 30, 2020 and December 31, 2019, respectively, none of which have been designated as hedging instruments during the periods presented. The fair value gain (loss) recognized in other (expense) income, net in relation to these derivative instruments was $(1.1) million and $0.9 million for the three months ended September 30, 2020 and 2019, respectively, and $(1.2) million and $0.5 million for the nine months ended September 30, 2020 and 2019, respectively. In April 2020, we purchased interest rate cap contracts for $0.5 million with a notional amount of $465 million to manage our exposure to interest rate movements on our variable rate debt when 3-month | 4. Derivative Financial Instruments The Company is exposed to foreign currency risk relating to its ongoing business operations and uses derivative financial instruments, principally foreign currency forward contracts, to reduce the risk. The notional principal amount of outstanding foreign exchange forward contracts was $8.0 million and $18.3 million as of December 31, 2018 and December 31, 2019, respectively, none of which have been designated as hedging instruments during the periods presented. The fair value gain (loss) recognized in other (expense) income, net in relation to these derivative instruments was $0.1 million and $(0.2) million for the years ended December 31, 2018 and 2019, respectively. |
Business Combinations
Business Combinations | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Business Combinations [Abstract] | ||
Business Combinations | 5. Business Combinations 2020 Immaterial Acquisition On August 31, 2020, we completed an acquisition that is not material to our consolidated financial position, results of operations or cash flows. We believe that the acquisition will enhance the product offering in our gamer and creator peripherals segment. The purchase consideration was $1.0 million and consisted of $0.8 million of cash and $0.2 million of additional cash earn-out SCUF Acquisition On December 19, 2019 (the “SCUF Acquisition Closing Date”) (collectively “SCUF”) (the “SCUF Acquisition”) Because the acquired companies met the definition of a business, the SCUF Acquisition has been accounted for as a business combination using the acquisition method of accounting. Subsequent to the SCUF Acquisition Closing Date, we recorded measurement period adjustments which reduced purchase price, inventories and goodwill by $1.5 million, $0.5 million and $1.0 million, respectively, and accordingly, the SCUF Acquisition total adjusted purchase consideration was $136.3 million. The SCUF Acquisition purchase consideration consisted of (i) $128.2 million cash consideration (including the payment of SCUF’s transaction costs and debt on behalf of SCUF), (ii) $8.0 million equity consideration (an issuance of approximately 2.1 million units of the Parent which was equivalent to approximately 1.1 million shares of Corsair common stock immediately post-Reorganization and prior to the exchange agreements described in Note 1), (iii) $1.6 million estimated contingent cash consideration relating to the our expected utilization of the acquired SCUF tax liabilities or tax benefits relating to pre-acquisition earn-out ex-SCUF Preliminary purchase price allocation The following table summarizes the preliminary allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed at the SCUF Acquisition Closing Date. The allocation of the purchase price was based upon a preliminary valuation, and the estimates and assumptions are subject to change within the measurement period. The primary areas of the purchase price allocation that are not yet finalized consist of federal and state income tax and other tax considerations and the valuation of identifiable intangible assets acquired. We will continue to reflect measurement period adjustments to purchase price allocation, if any, in the period in which the adjustments are recognized. Final determination of the fair values may result in adjustments to the values presented in the following table: (In thousands) Assets acquired: Cash $ 6,947 Accounts receivable 4,587 Inventories 12,800 Prepaid and other assets 1,377 Identifiable intangible assets 71,890 Property and equipment 2,927 Other assets 40 Liabilities assumed: Accounts payable (9,182 ) Sales tax payable (5,533 ) Deferred revenue (3,752 ) Other liabilities and accrued expenses (8,416 ) Deferred tax liabilities (10,015 ) Net identifiable net assets acquired $ 63,670 Goodwill 72,642 Net assets acquired $ 136,312 The excess of the purchase price over the preliminary net tangible assets and preliminary intangible assets was recorded as goodwill. Goodwill of $72.6 million, derived from the SCUF Acquisition, is primarily related to the value of the acquired workforce and the ability to design and generate revenue from future technology and customers. The goodwill and identifiable intangible assets are not deductible for tax purposes. The fair value of the inventory acquired was estimated using the expected selling price of the inventory, then deducting direct selling expenses and a reasonable allocation of profit to a likely buyer. The difference between the fair value of the inventories and the amount recorded by SCUF immediately before the acquisition date is $1.5 million, which is recognized in cost of revenue in the condensed combined consolidated statements of operations upon the sale of the acquired inventory. The following table summarizes the components of identifiable intangible assets acquired and their estimated useful lives as of the SCUF Acquisition Closing Date: Fair Value Weighted Average Useful Life (In thousands) (In years) Patents $ 30,500 8 Developed technology 18,600 6 Customer Relationships 590 5 Trade name 22,200 15 Total identifiable intangible assets $ 71,890 Intangible assets acquired as a result of the SCUF Acquisition are being amortized over their estimated useful lives using the straight-line method of amortization, which reflect the pattern in which the economic benefits of the intangible asset are consumed or otherwise used up. Amortization of patent and developed technology are included in cost of revenue and product development expense, respectively. Amortization of customer relationships and trade names are included in sales, general and administrative expense in the condensed combined consolidated statements of operations. Origin Acquisition On July 22, 2019 (the “Origin Closing Date”) (“Origin” and such acquisition, the “Origin Acquisition”) Origin met the definition of a business, and therefore this acquisition is accounted for as a business combination. Subsequent to the Origin Closing Date, we recorded measurement period adjustments which increased the purchase price by $0.2 million and reduced other liabilities and accrued expenses by $0.3 million and goodwill by $0.1 million, and accordingly, the Origin Acquisition total adjusted purchase consideration was $13.8 million. The Origin Acquisition purchase consideration consisted of (i) $5.5 million cash consideration (including the payment of Origin’s transaction costs and debt on behalf of Origin), (ii) $2.0 million equity consideration provided by Corsair, which was immediately exchanged for approximately 0.5 million units of the Parent, which was equivalent to approximately 0.2 million shares of Corsair common stock immediately post-Reorganization and prior to the exchange agreements described in Note 1), (iii) $1.4 million deferred cash consideration payable 18 months after closing, not contingent on any future conditions, (iv) $4.6 million of additional cash earn-out pre-acquisition The final allocation of the Origin Acquisition purchase consideration to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date is as follows: (In thousands) Assets acquired: Cash, net of cash acquired $ 376 Accounts receivable 1,379 Inventories 4,445 Prepaid and other assets 309 Identifiable intangible assets (customer relationship with estimated 6 years of useful life) 1,000 Property and equipment 140 Liabilities assumed: Accounts payable (2,670 ) Other liabilities and accrued expenses (3,033 ) Other liabilities, noncurrent (447 ) Net identifiable assets acquired 1,499 Goodwill 12,270 Net assets acquired $ 13,769 The goodwill and identifiable intangible assets are deductible for tax purposes. The estimated fair value of Origin’s contingent earn-out earn-out earn-out earn-out Acquisition-related costs We incurred acquisition-related costs of approximately $0.3 million and $1.1 million for the three months ended September 30, 2020 and 2019, respectively, and $0.8 million and $1.4 million for the nine months ended September 30, 2020 and 2019, respectively, and these costs are recorded in sales, general and administrative expenses in the condensed combined consolidated statement of operations. Unaudited Pro Forma Financial Information The following unaudited pro forma financial information combines the unaudited condensed combined consolidated results of operations as if the SCUF Acquisition had occurred as of January 1, 2019: Three months Nine months (in thousands) Net revenue $ 299,130 $ 815,432 Net loss (3,101 ) (25,040 ) The unaudited pro forma adjustments primarily include amortization for intangible assets acquired, the purchase accounting effect on contract liabilities assumed and inventory acquired, acquisition-related costs and interest expense related to financing arrangements. The unaudited pro forma condensed combined consolidated information is provided for informational purposes only and is not indicative of the results of operations that would have been achieved if the SCUF Acquisition and any borrowings undertaken to finance the SCUF Acquisition had taken place at the beginning of the periods presented. Pro forma financial information for the Origin Acquisition and the 2020 immaterial acquisition have not been prepared because the effects of these acquisitions were not material to our condensed combined consolidated statements of operations individually or in aggregate for all periods presented. | 5. Business Combinations 2019 Acquisitions SCUF Acquisition On December 19, 2019 (the “SCUF Closing date”), one of the Company’s 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. SCUF, headquartered in Georgia, U.S., specializes in delivering high-performance accessories and customized gaming controllers for console and PC used by top professional as well as casual gamers. The Company believes that the SCUF Acquisition will enhance the Company’s product and service offering to both console and PC gamers. At the SCUF Closing date, the total purchase consideration was approximately $137.8 million, consisting of (i) $128.2 million cash consideration (including the payment of SCUF’s transaction costs and debt on behalf of SCUF), (ii) $8.0 million equity consideration (an issuance of 2,110,818 units of the Parent, which following the Reorganization represents 1,055,408 shares of the Company), (iii) $1.6 million estimated contingent cash consideration relating to the Company’s expected utilization of the acquired SCUF tax liabilities or tax benefits relating to pre-acquisition SCUF results over the next 4 years of tax filings, (iv) additional cash earn-out based on the achievement of certain SCUF standalone EBITDA target for 2019 and the ability of SCUF to renew a licensing agreement with a certain vendor, and these contingent cash earn-outs were determined to have zero value based on the assessment of the outcome of these contingent events on the acquisition date. The purchase price is subject to further adjustments of certain net working capital items within 12 months of the SCUF Closing date. Because the acquired companies met the definition of a business, the acquisition is accounted for as a business combination and the financial results of SCUF have been included in the Company’s combined consolidated financial statements since the date of acquisition. For the year ended December 31, 2019, SCUF contributed $6.4 million of revenue and $1.7 million of net loss. Preliminary purchase price allocation The following table summarizes the preliminary allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date. The allocation of the purchase price was based upon a preliminary valuation, and the Company’s estimates and assumptions are subject to change within the measurement period. The primary areas of the purchase price allocation that are not yet finalized consist of inventory valuation, federal and state income tax and other tax considerations and the valuation of identifiable intangible assets acquired. (In thousands) Assets acquired: Cash $ 6,947 Accounts receivable 4,587 Inventories 13,307 Prepaid and other assets 1,377 Identifiable Intangible assets 71,890 Property and equipment 2,927 Other assets 40 Liabilities assumed: Accounts payable (9,182 ) Sales tax payable (5,533 ) Deferred revenue (3,752 ) Other liabilities and accrued expenses (8,416 ) Deferred tax liabilities (10,015 ) Net identifiable net assets acquired $ 64,177 Goodwill 73,665 Net assets acquired $ 137,842 The excess of the purchase price over the preliminary net tangible assets and preliminary intangible assets was recorded as goodwill. Goodwill of $73.7 million, derived from the SCUF acquisition, is primarily related to the value of the acquired workforce and the ability to design and generate revenue from future technology and customers. The goodwill and identifiable intangible assets are not deductible for tax purposes. The fair value of the inventory acquired was estimated using the expected selling price of the inventory, then deducting direct selling expenses and a reasonable allocation of profit to a likely buyer. The difference between the fair value of the inventories and the amount recorded by SCUF immediately before the acquisition date is $2.0 million, which is recognized in cost of revenue in the combined consolidated statements of operations upon the sale of the acquired inventory. The following table summarizes the components of identifiable intangible assets acquired and their estimated useful lives as of the acquisition date: Fair Value Weighted (In thousands) (In years) Patents $ 30,500 8 Developed technology 18,600 6 Customer Relationships 590 5 Trade name 22,200 15 Total identifiable intangible assets $ 71,890 Intangible assets acquired as a result of the SCUF Acquisition are being amortized over their estimated useful lives using the straight-line method of amortization, which reflect the pattern in which the economic benefits of the intangible asset are consumed or otherwise used up. Amortization of patent and developed technology are included in cost of revenue and product development expense, respectively. Amortization of customer relationships and trade names are included in sales, general and administrative expense in the combined consolidated statements of operations. The fair value of licensed portfolio was estimated using the excess earnings method, which converts projected revenues and costs into cash flows. The unlicensed patent portfolio was valued using royalty rates method. The economic useful life was determined based on the remaining life of the patents. The fair value assigned to developed technology was determined using the multi-period excess-earnings method. The developed technology relates to existing SCUF products. The economic useful life was determined based on the technology cycle related to developed technology of existing SCUF products, as well as the cash flows anticipated over the forecasted periods. Customer relationships represent the fair value of future projected revenue that will be derived from sales of products to existing customers of SCUF. The economic useful life was determined based on historical customer attrition rates and industry benchmarks. Trade name relates to the “SCUF” brand. The economic useful life was determined based on the expected life of the trade name and the cash flows anticipated over the forecasted periods. The fair values of trade name were estimated using the relief-from-royalty method, which estimates the cost savings that accrue to the owner of the intangible assets that would otherwise be payable as royalties or license fees on revenues earned through the use of the asset. The Company believes the fair value of the intangible assets recorded above approximates the amounts a market participant would pay for these intangible assets as of the acquisition date. Origin Acquisition On July 22, 2019 (the “Origin closing date”), one of the Company’s subsidiaries acquired all the equity interests in Origin PC Corporation (“Origin”). Origin, based in Florida, U.S., specializes in delivering hand-built, personalized PCs. The Company believes the integration of Origin’s expertise in personalized custom gaming systems and Corsair’s strength in performance PC hardware and the iCUE software ecosystems enhances and expands the Company’s product and service offering to PC gamers. Origin met the definition of a business, and therefore this acquisition is accounted for as a business combination. At the Origin closing date, the fair value of the total purchase consideration was approximately $13.5 million, consisting of (i) $5.5 million cash consideration (including the payment of Origin’s transaction costs and debt on behalf of Origin), (ii) $2.0 million equity consideration provided by the Company (which was immediately exchanged for 533,333 units of the Parent, which following the Reorganization represents 266,667 shares of the Company), (iii) $1.4 million deferred cash consideration payable 18 months after closing, not contingent on any future conditions, (iv) $4.6 million of additional cash earn-out based on the achievement of certain Origin standalone EBITDA targets for 2019 and 2020. The preliminary allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date, subject to the finalization of the estimate for certain tax liabilities assumed, which Origin filed an extension for as of the date that this report is available to be issued, is as follows: (In thousands) Assets acquired: Cash, net of cash acquired $ 376 Accounts receivable 1,379 Inventories 4,445 Prepaid and other assets 309 Identifiable intangible assets (customer relationship with estimated 6 years of useful life) 1,000 Property and equipment 140 Liabilities assumed: Accounts payable (2,670 ) Other liabilities and accrued expenses (3,384 ) Other liabilities, noncurrent (447 ) Net identifiable assets acquired 1,148 Goodwill 12,353 Net assets acquired $ 13,501 The goodwill and identifiable intangible assets are deductible for tax purposes. The estimated fair value of Origin’s contingent earn-out decreased from $4.6 million at acquisition date to $4.0 million at December 31, 2019, primarily resulted from Origin’s lower-than-expected EBITDA for the projected 2020 earn-out period. The reduction in fair value of $0.6 million is recorded as a reduction to sales and general administrative expenses in the combined consolidated statement of operations for the year ended December 31, 2019. 2018 Acquisition Elgato Acquisition On June 6, 2018, the Company and its subsidiaries entered into an Asset Purchase Agreement (“APA”) with Elgato Systems GmbH and Elgato Systems LLC (collectively “Elgato Sellers”) for the purchase of certain assets and the assumption of certain liabilities related to Elgato’s gaming business. Elgato is the leading provider of hardware and software for content creators, based in Munich, Germany. The addition of Elgato’s portfolio of gamer and creator streaming accessory products and solutions allows the Company to enter into the game streaming and video production market. Elgato met the definition of business, and therefore this acquisition is accounted for as a business combination. The Elgato acquisition consummated on July 2, 2018 (the “Elgato closing date”) and the fair value of the total purchase consideration was approximately $46.6 million, consisting of (i) $30.2 million cash consideration, (ii) $6.2 million equity consideration (an issuance of 1,736,521 units of the Parent, which following the Reorganization represents 868,260 shares of the Company), and (iii) $10.2 million deferred cash consideration payable 6 months after closing, not contingent on any future conditions. The deferred cash consideration was paid out in January 2019. Revenue and gross margin associated with the acquired Elgato business from the date of acquisition through December 31, 2018 was approximately $25.4 million and $11.0 million, respectively. It is not practicable to determine net income included in the Company’s 2018 statement of operations relating to Elgato since the date of acquisition because it has been fully integrated into the Company’s operations, and the operating results of Elgato can therefore not be separately identified. The final allocation of the Elgato purchase consideration to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date is as follows: (In thousands) Assets acquired: Inventories $ 4,283 Prepaid and other assets 548 Identifiable Intangible assets 19,342 Liabilities assumed: Sales return reserves (500 ) Other current liabilities and accrued expenses (540 ) Net identifiable assets acquired 23,133 Goodwill 23,487 Net assets acquired $ 46,620 Measurement period adjustments recorded for Elgato acquisition were not material. The following table summarizes the components of identifiable intangible assets acquired and their estimated useful lives as of acquisition date: Fair Value Useful Life (In thousands) (In years) Developed technology $ 10,769 5 In-process research and development 748 5 Trade name 7,825 15 Total identifiable intangible assets $ 19,342 The fair value assigned to developed technology and in-process research and development were determined using the multi-period excess-earnings method. The economic useful life was determined based on the expected life of the developed technology and the cash flows anticipated over the forecasted periods. The fair value assigned to trade name was determined using the relief-from-royalty approach, where the owner of the asset realizes a benefit from owning the intangible asset rather than paying a rental or royalty rate for use of the asset. The economic useful life of trade name relates to the “Elgato” brand was determined based on the expected life of the trade name and the cash flows anticipated over the forecasted periods. The acquired identifiable intangible assets are being amortized on a straight-line basis over the estimated useful life, which approximates the pattern in which these assets are utilized. Goodwill of $23.5 million, derived from the Elgato acquisition, is primarily related to synergies arising from the acquisition and the value of the acquired workforce. The goodwill and identifiable intangible assets are deductible for tax purposes. Acquisition-related costs The Company incurred acquisition-related costs of approximately $1.5 million and $2.0 million for the years ended December 31, 2018 and 2019, respectively, and these costs are recorded in sales, general and administrative expenses in the combined consolidated statements of operations. Unaudited Pro Forma Financial Information The following unaudited pro forma financial information combines the unaudited combined consolidated results of operations as if the acquisition of SCUF had occurred at the beginning of the periods presented: Year Ended Year Ended (unaudited) (in thousands) Net revenue $ 1,013,761 $ 1,165,502 Net loss (19,362 ) (24,598 ) The unaudited pro forma adjustments primarily include amortization for intangible assets acquired, the purchase accounting effect on contract liabilities assumed and inventory acquired, acquisition-related costs and interest expense related to financing arrangements. The unaudited pro forma combined consolidated information is provided for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition and any borrowings undertaken to finance the acquisition had taken place at the beginning of the periods presented. Pro forma financial information for Origin acquisition is not included in the table above because the effects of the acquisition is not material to the Company’s combined consolidated statements of operations individually or in aggregate for each year. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill and Intangible Assets | 6. Goodwill and Intangible Assets Goodwill The following table summarizes the changes in the carrying amount of goodwill by reportable segment: Gaming Components and Systems Gamer and Creator Peripherals Total (In thousands) Balance as of December 31, 2019 $ 145,375 $ 167,375 $ 312,750 Addition from business acquisition — 185 185 Measurement period adjustments (47 ) (1,023 ) (1,070 ) Effect of foreign currency exchange rates 284 (576 ) (292 ) Balance as of September 30, 2020 $ 145,612 $ 165,961 $ 311,573 Intangible assets, net The following table is a summary of intangible assets, net: September 30, 2020 December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (In thousands) Developed technology $ 44,883 $ 21,606 $ 23,277 $ 44,243 $ 17,536 $ 26,707 Trade name 30,128 2,388 27,740 30,253 833 29,420 Customer relationships 218,456 67,397 151,059 218,459 50,916 167,543 Patent 29,989 3,007 26,982 30,721 130 30,591 Non-competition 3,110 2,152 958 3,110 1,774 1,336 Total finite-life intangibles 326,566 96,550 230,016 326,786 71,189 255,597 Indefinite life trade name 35,430 — 35,430 35,430 — 35,430 Total intangible assets $ 361,996 $ 96,550 $ 265,446 $ 362,216 $ 71,189 $ 291,027 For the three months and nine months ended September 30, 2020, the gross amount for intangible assets increased $0.7 million as a result of an immaterial acquisition. Refer to Note 5 for additional information on our business acquisitions. The gross carrying amounts of intangible assets are removed when fully amortized. The estimated future amortization expense of intangible assets as of September 30, 2020 is as follows: Amounts (in thousands) 2020 (remaining three months) $ 8,484 2021 33,938 2022 33,761 2023 32,359 2024 30,913 Thereafter 90,561 Total $ 230,016 | 6. Goodwill and Intangible Assets Goodwill represents the difference between the purchase price and the estimated fair value of the identifiable assets acquired and liabilities assumed. Goodwill is allocated among and evaluated for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment. The Company has four reporting units: Gaming Peripherals, Gaming Components, Gaming Memory and Gaming Systems. The Gamer and Creator Peripherals segment represents the Gaming Peripherals reporting unit, and the Gaming Components and Systems segment represents the Gaming Components, Gaming Memory and Gaming Systems reporting units. The following table summarizes the activity in the Company’s goodwill by reportable segment (in thousands): Gaming Gamer and Total December 31, 2017 (1) $ 133,045 $ 70,077 $ 203,122 Addition from business acquisition 57 23,574 23,631 Effect of foreign currency exchange rates (39 ) (35 ) (74 ) December 31, 2018 $ 133,063 $ 93,616 $ 226,679 Addition from business acquisitions 12,317 73,778 86,095 Effect of foreign currency exchange rates (5 ) (19 ) (24 ) December 31, 2019 $ 145,375 $ 167,375 $ 312,750 (1) The balances as of December 31, 2017 have been corrected for immaterial misstatements. Refer to Note 2 “Summary of Significant Accounting Policies—Corrections of Immaterial Errors” for more information. Intangible assets, net consist of the following: December 31, 2018 Weighted Weighted Gross Accumulated Net (In thousands) Intangible assets: Developed technology 3.3 years 3.3 $ 25,153 $ 10,578 $ 14,575 Trade name 15 years 14.5 7,825 261 7,564 Customer relationships 10 years 8.7 216,869 29,153 187,716 Non-competition agreements 4.4 years 3.4 3,110 1,074 2,036 Total finite-life intangibles 8.4 252,957 41,066 211,891 In-process research and development n/a n/a 491 — 491 Indefinite life trade name Indefinite life — 35,430 — 35,430 Total intangible assets $ 288,878 $ 41,066 $ 247,812 For the year ended December 31, 2018, the gross amount of intangible assets increased $19.3 million as a result of the Elgato acquisition. December 31, 2019 Weighted Weighted Gross Accumulated Net (In thousands) Developed technology 4.5 years 3.4 $ 44,243 $ 17,536 $ 26,707 Trade name 15.0 years 14.6 30,253 833 29,420 Customer relationships 10.0 years 7.6 218,459 50,916 167,543 Patent 7.9 years 7.9 30,721 130 30,591 Non-competition agreements 4.4 years 2.6 3,110 1,774 1,336 Total finite-life intangibles 7.7 326,786 71,189 255,597 Indefinite life trade name Indefinite life — 35,430 — 35,430 Total intangible assets $ 362,216 $ 71,189 $ 291,027 For the year ended December 31, 2019, the gross amount for intangible assets increased $1.0 million and $72.2 million as a result of the Origin and SCUF acquisitions, respectively. The Company recognized amortization expense of intangible assets in the accompanying combined consolidated statements of operations as follows: Year Ended Year Ended (In thousands) Cost of revenue $ — $ 130 Product development 8,147 6,958 Sales, general and administrative 22,746 23,035 Amortization of intangible assets $ 30,893 $ 30,123 The estimated future amortization expense of intangible assets as of December 31, 2019 is as follows: Amounts (In thousands) 2020 $ 33,832 2021 33,832 2022 33,655 2023 32,324 2024 31,021 Thereafter 90,933 Total $ 255,597 |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Balance Sheet Related Disclosures [Abstract] | ||
Balance Sheet Components | 7. Balance Sheet Components Cash and Restricted Cash September 30, 2020 December 31, 2019 (In thousands) Cash $ 116,185 $ 48,165 Restricted cash—short term 3,726 3,552 Restricted cash—noncurrent 230 230 Total cash and restricted cash $ 120,141 $ 51,947 Accounts Receivable, net: September 30, 2020 December 31, 2019 (In thousands) Accounts receivable $ 260,476 $ 202,546 Allowance for doubtful accounts (934 ) (212 ) Accounts receivable, net $ 259,542 $ 202,334 As of September 30, 2020, and December 31, 2019, two customers each represented 10% or more of our consolidated accounts receivable, net. Inventories September 30, 2020 December 31, 2019 (In thousands) Raw materials $ 29,937 $ 25,547 Work in progress 17,842 2,690 Finished goods 162,372 122,826 Inventories $ 210,151 $ 151,063 Property and Equipment, Net September 30, 2020 December 31, 2019 (In thousands) Manufacturing equipment $ 18,939 $ 15,291 Computer equipment, software and office equipment 9,489 6,958 Furniture and fixtures 3,342 2,602 Leasehold improvements 3,951 3,544 Total property and equipment $ 35,721 $ 28,395 Less: Accumulated depreciation and amortization (20,317 ) (13,030 ) Property and equipment, net $ 15,404 $ 15,365 Other Liabilities and Accrued Expenses September 30, 2020 December 31, 2019 (In thousands) Accrued reserves for customer incentive programs $ 40,318 $ 36,582 Accrued reserves for sales return 29,805 24,610 Accrued payroll and related expense 22,474 10,638 Income tax payable 20,929 8,524 Operating lease liabilities, current 8,883 — Other 47,177 35,187 Other liabilities and accrued expenses $ 169,586 $ 115,541 Contract Balances Contract assets represent amounts that have been recognized as revenue but for which we did not have the unconditional right to invoice the customer yet. There were no unbilled accounts receivable recorded within our accounts receivable, net on the condensed combined consolidated balance sheets as of September 30, 2020 and December 31, 2019. Contract liabilities consist of deferred revenue and unearned revenue. Deferred revenue consists primarily of amounts that have been shipped and invoiced, but the control of the inventory has not been passed to the customer yet. The current portion of deferred revenue balances are recognized over the next 12 months. As of September 30, 2020, the current and long-term portion of our deferred revenue was $1.1 million and $0.4 million, respectively. As of December 31, 2019, the current and long-term portion of our deferred revenue was $3.3 million and $0.4 million, respectively. Unearned revenue consists of payments received from customers in advance of product shipment for our webstore orders. These orders are generally shipped within two weeks from order date. The unearned revenue balance as of September 30, 2020 and December 31, 2019 was $4.1 million and $1.3 million, respectively. Unearned revenue and the current portion of deferred revenue are included in other liabilities and accrued expenses, and the long-term portion of deferred revenue is included in other liabilities on the condensed combined consolidated balance sheets. | 7. Balance Sheet Components Accounts Receivable, net: December 31, December 31, (In thousands) Accounts receivable $ 148,917 $ 202,546 Allowance for doubtful accounts (349 ) (212 ) Rebates (1) (17,119 ) — Sales return reserves (1) (9,407 ) — Accounts receivable, net $ 122,042 $ 202,334 (1) As of December 31, 2018, under Topic 605, reserves for certain customer incentive programs and the reserves for sales returns, on a net basis, were included within accounts receivable, net. As of December 31, 2019, under Topic 606, such balances are presented on a gross basis in other liabilities and accrued expenses in the combined consolidated balance sheet. Refer to Note 2, Summary of Significant Accounting policies— Recently Adopted Accounting Pronouncements: Adoption of ASC Topic 606 Inventories December 31, 2018 December 31, (In thousands) Raw materials $ 22,514 $ 25,547 Work in progress 5,366 2,690 Finished goods 121,142 122,826 Inventories $ 149,022 $ 151,063 Property and Equipment, Net December 31, 2018 December 31, (In thousands) Manufacturing equipment $ 11,917 $ 15,291 Computer equipment, software and office equipment 4,417 6,958 Furniture and fixtures 875 2,602 Leasehold improvements 1,676 3,544 Total property and equipment $ 18,885 $ 28,395 Less: Accumulated depreciation and amortization (6,412 ) (13,030 ) Property and equipment, net $ 12,473 $ 15,365 Other Liabilities and Accrued Expenses December 31, December 31, 2019 (In thousands) Accrued reserves for customer incentive programs (1) $ — $ 36,582 Accrued reserves for sales return (1) — 24,610 Accrued payroll and related expense 8,353 10,638 Deferred and unearned revenue — 4,222 Income tax payable 3,573 8,524 Sales and use taxes and value-added tax liabilities 995 8,591 Lease liabilities, current — — Warranty reserves 2,581 3,991 Deferred and contingent purchase consideration (2)(3) 10,448 2,397 Other 9,680 15,986 Other liabilities and accrued expenses $ 35,630 $ 115,541 (1) As of December 31, 2018, under Topic 605, reserves for certain customer incentive programs and the reserves for sales returns, on a net basis, were included within accounts receivable, net. As of December 31, 2019, under Topic 606, such balances are presented on a gross basis in other liabilities and accrued expenses in the combined consolidated balance sheet. Refer to Note 2, Summary of Significant Accounting policies— Recently Adopted Accounting Pronouncements: Adoption of ASC Topic 606 (2) As of December 31, 2018, the deferred cash consideration of € (3) As of December 31, 2019, the estimated obligation for the Origin earn-out payment related to Origin’s 2019 standalone financial target of $2.4 million was fully paid in the second quarter of 2020. Warranty Reserve Changes in warranty obligation, which are included as a component of accrued liabilities in the combined consolidated balance sheets, are as follows: Year Ended Year Ended (In thousands) Warranty obligation at beginning of period (1) $ 2,570 $ 2,581 Balance assumed from business combinations 167 595 Warranty provision related to products shipped 2,410 5,996 Deductions for warranty claims processed (2,566 ) (5,181 ) Warranty obligation at end of period $ 2,581 $ 3,991 (1) The beginning balance for the year ended December 31, 2018 has been corrected for immaterial misstatements. Refer to Note 2 “Summary of Significant Accounting Policies—Corrections of Immaterial Errors” for more information. |
Debt
Debt | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Debt | 8. Debt First Lien Credit and Guaranty Agreement On August 28, 2017, we entered into a syndicated First Lien Credit and Guaranty Agreement ( “First Lien” “First Lien Term Loan” line-of-credit “Revolver” The First Lien Term Loan initially carried interest at a rate equal to, at our election, either the (a) greatest of (i) the prime rate, (ii) sum of the Federal Funds Effective Rate plus 0.5%, (iii) one month LIBOR plus 1.0% and (iv) 2%, plus a margin of 3.5%, or (b) the greater of (i) LIBOR and (ii) 1.0%, plus a margin of 4.5%. The Revolver initially bore interest at a rate equal to, at our election, either the (a) greatest of (i) the prime rate, (ii) sum of the Federal Funds Effective Rate plus 0.5%, (iii) one month LIBOR plus 1.0% and (iv) 2%, plus 3.5%, or (b) the greater of (i) LIBOR and (ii) 1.0%, plus a margin of 4.5%. As a result of the First Lien amendment in October 2018, the First Lien term loan and Revolver margin were both changed to range from 2.75% to 3.25% for base rate loans and to range from 3.75% to 4.25% for Eurodollar loans, based on our net leverage ratio. Additionally, new contingent repayment provisions were added in the First Lien amendment in October 2018. Five business days after the initial public offering ( “IPO” We may prepay the First Lien Term Loan and the Revolver at any time without premium or penalty other than customary LIBOR breakage. According to the Consolidated Excess Cash Flow clause as defined in the First Lien, in April 2020, we prepaid $2.6 million of the First Lien Term Loan. The amendments to the First Lien were accounted for as loan modifications. The following table summarizes the carrying value of the First Lien Term Loan: September 30, 2020 December 31, 2019 (In thousands) Principal amount outstanding $ 376,938 $ 467,332 Less: Debt discount, net of amortization (2,623 ) (3,850 ) Less: Debt issuance costs, net of amortization (4,225 ) (5,825 ) Carrying amount $ 370,090 $ 457,657 Our obligation under the First Lien is secured by substantially all of our personal property assets and those of our United States-organized subsidiaries, including intellectual property. The First Lien Term Loan includes customary restrictive covenants that impose operating and financial restrictions on Corsair, including restrictions on our ability to take actions that could be in our best interests. These restrictive covenants include operating covenants restricting, among other things, our ability to incur additional indebtedness, effect certain acquisitions or make other fundamental changes. As of September 30, 2020, we were in compliance with all covenants. In addition, the First Lien contains events of default that include, among others, non-payment non-payment Second Lien Credit and Guaranty Agreement On August 28, 2017, we also entered into a syndicated Second Lien Credit and Guaranty Agreement ( “Second Lien” “Second Lien Term Loan” We had the ability to prepay the Second Lien Term Loan any time after the first and second anniversary without premium or penalty. In the second and third quarter of 2020, with excess cash on hand, we repaid an aggregate of $50 million of the outstanding principal balance of the Second Lien Term Loan and following these repayments, the Second Lien Term Loan was fully repaid and all obligations and covenants thereunder were terminated. The following table summarizes the carrying value of the Second Lien Term Loan: September 30, 2020 December 31, 2019 (In thousands) Principal amount outstanding $ — $ 50,000 Less: Debt discount, net of amortization — (471 ) Less: Debt issuance costs, net of amortization — (1,374 ) Carrying amount $ — $ 48,155 The following table summarizes the interest expense recognized for the First Lien and Second Lien: Three Months Nine Months 2020 2019 2020 2019 (In thousands) Contractual interest expense for First Lien and Second Lien Term Loan $ 6,408 $ 7,582 $ 22,914 $ 22,662 Contractual interest expense for Revolver — 789 16 2,099 Amortization of debt discount 219 216 672 700 Amortization of debt issuance costs 489 514 1,401 1,583 Loss on debt extinguishment 2,864 — 3,256 — Total interest expense recognized $ 9,980 $ 9,101 $ 28,259 $ 27,044 The estimated future principal payments under our total long-term debt as of September 30, 2020 are as follows: Amounts (In thousands) 2020 (remaining three months) $ — 2021 — 2022 — 2023 — 2024 376,938 Thereafter — Total debt $ 376,938 Less: Discount and debt issuance costs (6,848 ) Total Debt, net of discount and debt issuance costs $ 370,090 Presented on the condensed combined consolidated balance sheet under: Current portion of debt, net $ — Debt, net $ 370,090 | 8. Debt First Lien Credit and Guaranty Agreement On August 28, 2017, the Company entered into a syndicated First Lien Credit and Guaranty Agreement (“First Lien”) with various financial institutions. The First Lien originally provided a $235 million term loan (“First Lien Term Loan”) for a business acquisition and to repay existing indebtedness of the acquired company and a $50 million revolving line-of-credit Subsequently, the Company entered into several amendments to the First Lien and the principal amount of the First Lien Term Loan was increased by $10 million in 2017 and increased by $115 million in each of 2018 and 2019, primarily to fund various business acquisitions and operation needs. The First Lien Term Loan initially carried interest at a rate equal to, at the Company’s election, either the (a) greatest of (i) the prime rate, (ii) sum of the Federal Funds Effective Rate plus 0.5%, (iii) one month LIBOR plus 1.0% and (iv) 2%, plus a margin of 3.5%, or (b) the greater of (i) LIBOR and (ii) 1.0%, plus a margin of 4.5%. The Revolver initially bore interest at a rate equal to, at the Company’s election, either the (a) greatest of (i) the prime rate, (ii) sum of the Federal Funds Effective Rate plus 0.5%, (iii) one month LIBOR plus 1.0% and (iv) 2%, plus 3.5%, or (b) the greater of (i) LIBOR and (ii) 1.0%, plus a margin of 4.5%. As a result of the First Lien amendment in October 2018, the First Lien term loan and Revolver margin were both changed to range from 2.75% to 3.25% for base rate loans and to range from 3.75% to 4.25% for Eurodollar loans, based on the Company’s net leverage ratio. Additionally, new contingent repayment provisions were added in the First Lien amendment in October 2018. Five business days after a qualified initial public offering (“IPO”) of the Company’s stock, the Company will be required to prepay all amounts (principal and interest) outstanding under the Second Lien term loan. Concurrently, the Company will also be required to prepay the First Lien Term Loan in an amount equal to the IPO proceeds, less the amount used to repay the Second Lien Term Loan, multiplied by 50%. The amendments to the First Lien were accounted for as loan modifications. The Company may prepay the First Lien Term Loan and the Revolver at any time without premium or penalty other than customary LIBOR breakage. The Company incurred debt issuance costs in connection with the First Lien Term Loan and its related amendments, in aggregate, of $1.0 million and $2.3 million in 2018 and 2019, respectively, and these costs are amortized over the term of the First Lien Term loan using an effective interest rate method. The following table summarizes the carrying value of the First Lien Term Loan: December 31, December 31, (In thousands) Principal amount outstanding $ 356,300 $ 467,332 Less: Debt discount, net of amortization (3,538 ) (3,850 ) Less: Debt issuance costs, net of amortization (4,804 ) (5,825 ) Carrying amount $ 347,958 $ 457,657 Effective Interest rate 7.4 % 6.8 % The Company also incurred debt issuance costs in connection with the Revolver of $2.0 million in 2017 and additional $150 thousand each in 2018 and 2019. These costs are recorded in prepaid expenses and other current assets and other assets in the combined consolidated balance sheets and amortized on a straight-line basis over the term of the Revolver. The debt issuance costs for Revolver, net of amortization was $1.4 million and $1.1 million as of December 31, 2018 and December 31, 2019, respectively. The following table summarizes the draws and repayments of the Revolver: Year Ended Year Ended (In thousands) Beginning balance $ — $ 27,000 Draws 364,300 475,300 Repayments (337,300 ) (502,300 ) Ending balance $ 27,000 $ — The Company recorded interest expense of $2.0 million and $3.3 million, including amortization of issuance costs of $0.5 million and $0.5 million, for the years ended December 31, 2018 and 2019, respectively, under the Revolver. Second Lien Credit and Guaranty Agreement On August 28, 2017, the Company also entered into a syndicated Second Lien Credit and Guaranty Agreement (“Second Lien”) with various financial institutions. The Second Lien initially provided a $65 million term loan (“Second Lien Term Loan”), with a maturity date of August 28, 2025, for a business acquisition and for general corporate operations purposes. The Second Lien Term Loan initially carried interest at a base rate equal to that of the First Lien loan, plus a margin of 7.25% for base rate loans and 8.25% for Eurodollar loans. In October 2017, the Company entered into an amendment to the Second Lien and the principal amount of the Second Lien Term Loan was reduced by $15 million and the applicable interest rate margins for both the base rate loans and Eurodollar loans were increased by 0.25%. The amendment to the Second Lien was accounted for as a loan modification. The Company may prepay the Second Lien Term Loan any time after the first and second anniversary without premium or penalty. The Company incurred debt issuance costs in connection with the Second Lien Term Loan and its related amendment of $2.2 million in 2017 and these costs are amortized over the term of the Second Lien Term loan using an effective interest rate method. The following table summarizes the carrying value of the Second Lien Term Loan: December 31, December 31, (In thousands) Principal amount outstanding $ 50,000 $ 50,000 Less: Debt discount, net of amortization (572 ) (471 ) Less: Debt issuance costs, net of amortization (1,669 ) (1,374 ) Carrying amount $ 47,759 $ 48,155 Effective Interest rate 11.9 % 11.4 % The Company recorded interest expense of $24.4 million and $26.3 million, including amortization of debt issuance costs and debt discounts of $2.5 million and $2.1 million for the years ended December 31, 2018 and 2019 under First Lien Term Loan. The Company recorded interest expense of $5.7 million and $5.9 million, including amortization of debt issuance costs and debt discounts of $0.3 million and $0.4 million for the years ended December 31, 2018 and 2019 under the Second Lien Term Loan. The Company’s obligations under the First Lien and Second Lien are secured by substantially all of its personal property assets and those of its subsidiaries, including their intellectual property. Also pledged as security are all shares held in the majority-owned subsidiaries. The First Lien and Second Lien Term Loans include customary restrictive covenants that impose operating and financial restrictions on the Company, including restrictions on its ability to take actions that could be in the Company’s best interests. These restrictive covenants include operating covenants restricting, among other things, the Company’s ability to incur additional indebtedness, effect certain acquisitions or make other fundamental changes. The Company was in compliance with all of the covenants as of December 31, 2019. In addition, the First Lien and Second Lien contain events of default that include, among others, non-payment The following table summarizes the interest expense recognized for the First Lien and Second Lien: Year Ended December 31, Year Ended (In thousands) Contractual interest expense for First Lien and Second Lien Term Loan $ 27,395 $ 29,757 Contractual interest expense for Revolver 1,500 2,758 Amortization of debt discount 1,046 946 Amortization of debt issuance costs 2,258 2,043 Loss on partial debt extinguishment — — Total interest expense recognized $ 32,199 $ 35,504 The estimated future principal payments under the Company’s total long-term debt as of December 31, 2019 are as follows: Amounts (In thousands) 2020 $ 4,771 2021 4,771 2022 4,771 2023 4,771 2024 448,248 Thereafter 50,000 Total debt $ 517,332 Less: Discount and debt issuance costs (11,520 ) Less: Current portion of debt, net (2,364 ) Debt, net $ 503,448 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | 9. Commitments and Contingencies Product Warranties Changes in our warranty obligations were as follows: Three Months Nine Months 2020 2019 2020 2019 (in thousands) Beginning of the period $ 5,005 $ 2,776 $ 3,991 $ 2,581 Balance assumed from business combinations — 223 — 223 Warranty provision related to products shipped 1,518 1,395 4,928 4,231 Deductions for warranty claims processed (1,400 ) (1,338 ) (3,796 ) (3,979 ) End of period $ 5,123 $ 3,056 $ 5,123 $ 3,056 Unconditional Purchase Obligations Our total non-cancelable Letters of Credit The letters of credit outstanding, in aggregate, was $2.0 million and $1.5 million as of September 30, 2020 and December 31, 2019, respectively. No amounts have been drawn upon the letters of credit for all periods presented. Indemnification In the ordinary course of business, we may provide indemnifications of varying scope and terms with respect to certain transactions. We have entered into indemnification agreements with directors and certain officers and employees that will require Corsair, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. No demands have been made upon Corsair to provide indemnification under such agreements, and thus, there are no claims that we are aware of that could have a material effect on our condensed combined consolidated balance sheets, statements of operations, or statements of cash flows. We currently have directors’ and officers’ insurance. | 9. Commitments and Contingencies Operating Leases The Company has entered into operating leases for certain office, corporate housing and warehouse spaces, some of which contain renewal options. Rent expense is recognized on a straight-line basis over the terms of the Company’s leases. Estimated future lease payments under all noncancelable operating leases with terms in excess of one year as of December 31, 2019 are as follows: Amounts (In thousands) 2020 $ 7,525 2021 5,786 2022 2,701 2023 1,584 2024 1,025 Thereafter — Total $ 18,621 Rent expense was $6.2 million and $7.3 million for the years ended December 31, 2018 and 2019, respectively. Purchase Obligations As of December 31, 2019, the Company had outstanding non-cancellable Letters of Credit As of December 31, 2018 and 2019, the Company issued two letters of credit totaling $1.0 million and $1.5 million, respectively, to two suppliers in exchange for increased credit limits. No amounts have been drawn upon the letters of credit. Indemnification In the ordinary course of business, the Company may provide indemnifications of varying scope and terms with respect to certain transactions. The Company has entered into indemnification agreements with directors and certain officers and employees that will require the Company, 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 the Company to provide indemnification under such agreements, and thus, there are no claims that the Company is aware of that could have a material effect on the Company’s combined consolidated balance sheets, statements of operations, or statements of cash flows. The Company currently has directors’ and officers’ insurance. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Stockholders' Equity | 10. Stockholders’ Equity On December 19, 2019, the Parent issued 14,092,098 units, which following the Reorganization and prior to the exchange agreements described in Note 1, represents 7,046,049 equivalent shares of our common stock, as a result of a capital call, for a total capital contribution of $53.5 million to fund the SCUF Acquisition. For the year ended 2019, the Parent issued an aggregate of 2,644,151 units, which following the Reorganization and prior to the exchange agreements described in Note 1, represents 1,322,075 equivalent shares of our common stock, as part of the consideration for acquisitions. The units had an estimated fair value of $10.0 million, in aggregate, at the time of issuance. Refer to Note 5 for additional information regarding our acquisitions. On September 15, 2020, we completed a Reorganization through a series of steps as discussed in Note 1. In connection with the Reorganization, we filed a certificate of amendment to our Amended and Restated Certificate of Incorporation which authorized 100,000,000 shares of our common stock for issuance, with a par value of $0.0001 per share and effected a 1-for-28,693.596843964 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 September 30, 2020. | 10. Stockholders’ Equity On March 29, 2018, the Parent declared to its unitholders a special one-time On December 19, 2019, the Parent issued 14,092,098 units, which following the Reorganization represents 7,046,049 shares of the Company’s common stock, as a result of a capital call, for a total capital contribution of $53.5 million to fund the acquisition of SCUF. For the years ended December 31, 2018 and 2019, the Parent issued 1,736,521 units and 2,644,151 units, which following the Reorganization represents 868,260 and 1,322,075 shares of the Company’s common stock, respectively, as part of the consideration for acquisitions. The units had an estimated fair value of $6.2 million and $10.0 million at the time of issuance, respectively. Refer to Note 5 for additional information regarding the Company’s acquisitions. As discussed in Note 1, on September 15, 2020, the Company completed a Reorganization through a series of steps. In connection with the Reorganization, the Company filed an Amended and Restated Certificate of Incorporation which authorizes 100,000,000 shares of common stock of the Company for issuance, with a par value of $0.0001 per share. |
Equity Incentive Plans and Stoc
Equity Incentive Plans and Stock-Based Compensation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Equity Incentive Plans and Stock-Based Compensation | 11. Equity Incentive Plans and Stock-Based Compensation Equity Incentive Plans In 2017, the Parent adopted the 2017 Equity Incentive Program ( the “2017 Plan” In September 2020, we adopted the 2020 Incentive Award Plan ( the “2020 Plan” “RSU” non-employee the “Board” All stock options under the 2017 Plan and the 2020 Plan are issued at exercise prices not less than the fair market value on the date of grant. RSUs have no exercise price. Both stock options and RSUs vest over a period of time as determined by the Board, generally four to five years, and expire ten years from date of grant. As of September 30, 2020, 4,941,580 shares were available for grant under the 2020 Plan. Employee Stock Purchase Plan In September 2020, we adopted the 2020 Employee Stock Purchase Plan ( the “ESPP” The ESPP is designed to allow eligible employees to purchase shares of our common stock, at semi-annual intervals, with their accumulated payroll deductions. Under the ESPP, participants are offered the option to purchase shares of our common stock at a discount during a series of successive offering periods, the duration and timing of which will be determined by the ESPP administrator. The offering period may not be longer than 27 months in length. The option purchase price will be the lower of 85% of the closing trading price per share of our common stock on the first trading date of an offering period in which a participant is enrolled or 85% of the closing trading price per share on the purchase date, which will occur on the last trading day of each offering period. Employees may participate through payroll deductions of 1% to 15% of their earnings. No participant may purchase more than 30,000 shares in each offering period and may not subscribe for more than $25,000 in fair market value of shares of our common stock (determined at the time the option is granted) during any calendar year. The first offering period will begin on January 1, 2021. Stock Options Activities The following table summarizes the stock option activities and related information for the nine months ended September 30, 2020: Outstanding Stock Options Weighted- Average Exercise Price Per Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (In years) (In thousands) Balance as of December 31, 2019 8,790,000 $ 4.86 8.1 $ 24,949 Granted 1,875,161 8.59 Exercised (306,000 ) 4.05 Forfeited/cancelled (164,000 ) 6.30 Balance as of September 30, 2020 10,195,161 $ 5.55 7.9 $ 67,698 Vested and exercisable as of September 30, 2020 4,045,117 $ 4.31 7.2 $ 31,534 The weighted average grant-date fair value of the stock options granted for the nine months ended September 30, 2020 was $8.59 per share. As of September 30, 2020, the unrecognized stock-based compensation costs related to outstanding unvested stock options was $15.4 million, which is expected to be recognized over a weighted average period of 3.3 years. RSUs Activities The following table summarizes the RSUs activities and related information for the nine months ended September 30, 2020: Unvested Weighted- Average Grant Date Fair Value Per Balance as of December 31, 2019 — — Granted 17,647 $ 17.00 Vested (8,823 ) 17.00 Balance as of September 30, 2020 8,824 $ 17.00 As of September 30, 2020, the unrecognized stock-based compensation costs related to outstanding unvested RSUs was $0.1 million, which is expected to be recognized over a weighted average period of 1.0 year. Stock-based Compensation The following table summarizes stock-based compensation expense by line item in the accompanying condensed combined consolidated statements of operations: Three Months Ended Nine Months Ended 2020 2019 2020 2019 (In thousands) Cost of revenue $ 60 $ 52 $ 192 $ 145 Sales, general and administrative 1,414 672 3,634 2,251 Product development 157 143 460 417 Total stock-based compensation expense $ 1,631 $ 867 $ 4,286 $ 2,813 Valuation Assumptions We estimate the fair value of the stock options on the date of grant using the Black-Scholes-Merton pricing model, with the following valuation assumptions: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Weighted average grant date fair value of common stock (per share) $ 16.38 $ 7.55 $ 8.60 $ 7.46 Expected term (years) 6.09 6.50 6.37 6.48 Expected volatility 41.7%-44.0 % 34.5%-34.9 % 35.8%-44.0 % 34.3%-34.9 % Dividend yield — — — — Range of risk-free interest rate 0.3%-0.4 % 1.4-1.9 % 0.3%-1.8 % 1.4%-2.6 % | 11. Equity Incentive Plans and Stock-Based Compensation Equity Option Plans In 2017, the Parent adopted an Equity Incentive Program (the “Program”). The Program is administered by the general partner, EagleTree-Carbide (GP), LLC, unless and until the general partner delegates administration to a committee appointed by the general partner, the board of the limited partnership or the CEO, which determines the types of awards to be granted, the number of units subject to the awards, the exercise price and the vesting requirements. The Company’s employees participated in this program in the years presented. Under the Program, 16,666,667 units of the Parent’s common units have been initially reserved for the issuance of unit awards. No options will be exercisable more than 10 years after the date of grant. An exercise price per unit may not be less than 100% of the fair market value per unit on the date of grant. Options generally vest 20% annually over five years from the vesting commencement date. On August 12, 2019, the Company’s parent further reserved 1,500,000 common units of the Parent for the issuance of unit awards to the Company’s employees under the program. Subsequently on January 3, 2020 and April 17, 2020, the Parent further reserved 1,500,000 and 650,000 common units, respectively, for the issuance of unit awards to the Company’s employees under the program. As of December 31, 2018 and 2019, 1,150,167 and 512,167 units, respectively, were available for grant under the Program. Unit Award Repricing On July 18, 2018, the Parent approved a modification to all unexercised unit awards outstanding as of July 18, 2018 that were granted prior to the dividend distribution that occurred on March 29, 2018. The exercise price of the modified unit awards was reduced by $0.56 per unit. The reduction in the exercise price is equal to the one-time cash dividend, distributed on March 29, 2018, on a per unit basis. The Parent modified the exercise price of 14,570,000 unit awards, which following the Reorganization represents 7,285,000 stock options of the Company, granted as part of the 2017 Equity Incentive Program and held by 84 employees. This modification resulted in incremental stock-based compensation expense of approximately $4.8 million, which is being recognized by the Company over the then remaining requisite service period of 4.1 years from the modification date. Separation Agreement with an Executive On April 30, 2019, the Company entered into a Separation agreement with an executive. The terms of the Separation agreement included cash compensation of approximately $0.7 million that was paid on November 7, 2019. In addition, certain terms of the executive’s outstanding unit awards were modified resulting in incremental stock-based compensation expense of approximately $0.4 million. The cash compensation and incremental stock-based compensation expense were fully recognized in 2019. Common Stock Options Activity Unless otherwise indicated, the Parent’s unit award activities and related information are summarized and presented in this section for all periods presented as the equivalents of the Company’s stock options following the Reorganization. The following table summarizes the Company’s stock option activities and related information for the periods presented: Outstanding Weighted- Weighted- Term Aggregate (In years) (In thousands) Balance, December 31, 2017 7,150,000 $ 4.98 9.9 $ 6,006 Options granted 737,500 7.23 Options exercised (3,250 ) 2.97 Options forfeited/cancelled (181,250 ) 4.80 Balance, December 31, 2018 7,703,000 4.18 8.9 19,615 Options granted 1,935,000 7.78 Options exercised (34,000 ) 3.63 Options forfeited/cancelled (814,000 ) 5.34 Balance, December 31, 2019 8,790,000 4.86 8.1 24,949 Exercisable, December 31, 2019 2,845,500 $ 4.00 7.2 $ 10,489 The weighted average grant-date As of December 31, 2018 and December 31, 2019, the unrecognized stock-based compensation costs were $13.1 million and $13.2 million, respectively, which are expected to be recognized over a weighted average period of 3.78 and 3.48 years, respectively. The Company recognized stock-based compensation in the accompanying combined consolidated statements of operations as follows: Year Ended December 31, Year Ended (In thousands) Cost of revenue $ 162 $ 197 Product development 407 567 Sales, general and administrative 2,182 3,084 Stock-based compensation $ 2,751 $ 3,848 The Company computed the fair value of the options on the date of grant using the Black-Scholes-Merton pricing model, with the following valuation assumptions: Year Ended December 31, Year Ended Weighted average grant date fair value per common stock $ 6.88 $ 7.59 Weighted average expected term in years 6.48 6.48 Range of expected volatility 33.4%-35.0 % 34.3%-36.1 % Weighted average expected dividend yield — — Range of risk free interest rate 2.7%-3.1 % 1.4%-2.6 % Determination of Fair Value The fair value of each common stock option grant was determined by the Company using the method and assumptions discussed below. Each of these inputs is subjective and generally requires significant judgment and estimation by management. The estimated grant-date fair value of all of the Company’s stock-based awards was calculated based on the following assumptions: Expected Term time-to-vesting Expected Volatility Risk-Free Interest Rate zero-coupon Expected Dividend Rate one-time Fair Value of Common Stock The expense is recognized over the requisite service period. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Net Income (Loss) Per Share | 12. Net Income (Loss) Per Share Following the Reorganization, all share and per share information in this section has been revised as Corsair common share equivalents. The following table summarizes the calculation of basic and diluted net income (loss) per share: Three Months Ended Nine Months Ended 2020 2019 2020 2019 (in thousands, except share and per share amounts) Numerator Net income (loss), basic and diluted $ 36,357 $ 1,519 $ 60,174 $ (14,406 ) Denominator Weighted-average shares used to compute net income (loss) per share, basic 84,870,837 75,939,443 84,352,415 75,928,057 Effect of dilutive securities (1) 5,213,112 1,944,311 3,146,104 — Weighted-average shares used to compute net income (loss) per share, diluted 90,083,949 77,883,754 87,498,519 75,928,057 Net income (loss) per share: Basic $ 0.43 $ 0.02 $ 0.71 $ (0.19 ) Diluted $ 0.40 $ 0.02 $ 0.69 $ (0.19 ) (1) As a result of our net loss, potentially dilutive ordinary share equivalents of approximately 1.8 million options were excluded from the calculation of diluted net loss per share for the nine months ended September 30, 2019. Share equivalents attributable to outstanding stock options and RSUs totaling approximately 22 thousand and 1.2 million for the three months ended September 30, 2020 and 2019, respectively, and 2.1 million and 1.7 million for the nine months ended September 30, 2020 and 2019, respectively, were excluded from the calculation of diluted net income per share because the combined exercise price and average unamortized grant date fair value upon exercise of the stock options or vesting of RSUs were greater than the average market price of our shares during the periods presented herein, and therefore their inclusion would have been anti-dilutive. | 12. Net Loss Per Share Following the Reorganization, all share and per share information in this section has been revised as common share equivalents of the Company. The following table summarizes the calculation of basic and diluted net income (loss) per share attributable to the Company’s common stockholders during the periods presented: Year Ended Year Ended (In thousands, except share and Numerator Net loss, basic and diluted $ (13,720 ) $ (8,394 ) Denominator Weighted-average shares used to compute net loss per share, basic 75,457,693 76,223,451 Effect of dilutive options (1) — — Weighted-average shares used to compute net loss per share, diluted 75,457,693 76,223,451 Net loss per share, basic $ (0.18 ) $ (0.11 ) Net loss per share, diluted $ (0.18 ) $ (0.11 ) (1) As a result of the Company’s net loss, dilutive ordinary share equivalents of approximately 1.3 million and 1.9 million options were excluded from the calculation of diluted net loss per share for the years ended December 31, 2018 and 2019, respectively. Potentially dilutive securities are excluded from the calculation of diluted net income per share if their inclusion is anti-dilutive. The following table shows the weighted-average outstanding securities considered anti-dilutive and therefore excluded from the computation of diluted net income (loss) per share: Year Ended Year Ended Options 2,647,008 1,673,618 |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | 13. Income Taxes The table below presents our income (loss) before income taxes, income tax (expense) benefit and effective income tax rates for all periods presented: Three Months Ended Nine Months Ended 2020 2019 2020 2019 (In thousands) Income (loss) before income taxes $ 39,574 $ 1,444 $ 70,323 $ (19,051 ) Income tax (expense) benefit (3,217 ) 75 (10,149 ) 4,645 Effective income tax rate 8.1 % 5.2 % 14.4 % 24.4 % We are subject to income taxes in the United States and foreign jurisdictions in which we do business. These foreign jurisdictions have statutory tax rates different from those in the United States. Accordingly, our effective tax rates will vary depending on the relative proportion of foreign to United States income, the utilization of net operating loss and tax credit carry forwards, changes in geographic mix of income and expense, and changes in management’s assessment of matters such as the ability to realize deferred tax assets, and changes in tax laws. The Coronavirus Aid, Relief, and Economic Security Act ( “CARES Act” COVID-19. Our effective tax rates were tax expense of 8.1% and tax benefit of 5.2% for the three months ended September 30, 2020 and 2019, respectively, and tax expense of 14.4% and tax benefit of 24.4% for the nine months ended September 30, 2020 and 2019, respectively. The change in the effective income tax rate for the three months ended September 30, 2020, compared to the same period last year was primarily due to the mix of income and losses in the various tax jurisdictions in which we operate, as well as the recognition of a $1.5 million tax benefit in the three months ended September 30, 2019 versus a $4.3 million tax benefit recognized in the three months September 30, 2020, resulting from the change in management’s assessment of the realizability of certain deferred tax assets as a result of the Reorganization. The change in the effective tax rate for the nine months ended September 30, 2020, compared to the same period last year was primarily due to the recognition of a $4.3 million tax benefit in the nine months ended September 30, 2020 resulting from the change in management’s assessment of the realizability of certain deferred tax assets as a result of the Reorganization, and a $0.6 million one-time Unrecognized tax benefits were $0.6 million and $0.7 million as of September 30, 2020 and December 31, 2019, respectively, and if recognized, would favorably affect the effective income tax rate in future periods. | 13. Income Taxes Income (loss) before income tax consists of the following: Year Ended Year Ended (In thousands) Domestic $ (15,887 ) $ (18,407 ) Foreign operations 5,180 5,008 Loss before income tax $ (10,707 ) $ (13,399 ) Income tax (expense) benefit consists of the following: Year ended Year ended (In thousands) United States federal taxes: Current $ (1,029 ) $ (2,177 ) Deferred (209 ) 5,948 State taxes: Current (113 ) (529 ) Deferred (64 ) 1,421 Foreign taxes: Current (4,888 ) (3,824 ) Deferred 3,290 4,166 Income tax (expense) benefit $ (3,013 ) $ 5,005 The income tax (expense) benefit differs from the amount which would result by applying the applicable statutory deferral rate to income before income taxes as follows: Year ended 2018 Year ended 2019 (In thousands) Provision at federal statutory rate $ 1,581 $ 2,814 State taxes 423 911 Change in valuation allowance (5,411 ) 719 Expired capital losses and tax credits 368 — Foreign rate differential 439 300 Net operating loss — 2,557 Effect of change in tax rate on deferred tax assets (245 ) (469 ) Tax on undistributed foreign earnings — (1,520 ) Other (168 ) (307 ) Income tax (expense) benefit $ (3,013 ) $ 5,005 The significant variations in the change in valuation allowance in 2019 represent a release of valuation allowance due to increased deferred tax liability generated by acquired intangible assets from the SCUF acquisition. 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. The Company was not subject to any tax holidays or tax holiday terminations subject to disclosure during these periods that impacted loss per share. Deferred tax assets and liabilities comprise the following: As of 2018 As of (In thousands) Deferred tax assets: Accrued expenses and reserves $ 3,368 $ 12,516 Equity-based compensation 825 1,720 NOL and capital losses 12,917 14,461 Interest expense carryover 1,613 3,628 Tax credits 2,124 1,339 Cumulative transaction adjustment 300 355 Total deferred tax assets 21,147 34,019 Less valuation allowance (13,335 ) (12,615 ) Deferred tax liabilities: Intangible assets (42,027 ) (53,382 ) Other (31 ) (195 ) Net deferred tax liabilities $ (34,246 ) $ (32,173 ) The Company has established a valuation allowance of $13.3 million and $12.6 million as of December 31, 2018 and 2019, respectively, against its net deferred tax assets. The Company determines its 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 history of losses the Company has generated in the past, the Company has recorded a valuation allowance on its federal, U.S. state, and Luxembourg deferred tax assets. In December 2017, the Tax Cuts and Jobs Acts (‘Tax Act’) was enacted into law. The Act revised the business interest expense limitation. For tax years beginning after December 31, 2017, IRC §163(j) limits the deduction for business interest to the sum of business interest income and 30 percent of adjusted taxable income without regard to business interest expense or income; and net operating loss deduction. Limited interest is carried forward indefinitely. In 2019, the Company’s interest expense of $2.5 million is subject to limitation. State conformity to this provision is applied on a jurisdiction-by jurisdiction basis. The Act extended and modified IRC §168(k) bonus depreciation provisions, allowing businesses to immediately deduct 100% of the cost of eligible property in the year it is placed in service, through 2022. The amount of allowable bonus depreciation is then phased down over four years: 80% will be allowed for property placed in service in 2023, 60% in 2024, 40% in 2025, and 20% in 2026. The Company has taken bonus depreciation of approximately $2.6 million in the current year. State conformity to this provision and is applied on a jurisdiction-by-jurisdiction basis. On December 22, 2017, the SEC issued Staff Accounting Bulletin 118 (“SAB 118”), which provides guidance on accounting for tax effects of the Act. SAB 118’s measurement period closed on December 22, 2018, one year from the Act’s enactment. In accordance with SAB 118, the Company took a provisional amount of bonus tax depreciation following the provisions under IRC §168(k) as of December 31, 2017. Upon finalization in 2018, the provisional adjustment did not change, resulting in no adjustment to tax expense for the year ended December 31, 2018. The Act’s impact on the Company’s state income tax rate was less than 1 percent. As of December 31, 2019, the Company had net operating loss carry forwards for federal, state and foreign tax purposes of $31.3 million, $29.8 million, and $18.2 million. The federal net operating losses will begin to expire starting in 2037. The state net operating losses will begin to expire starting in 2031. The foreign losses begin to expire in 2021. Certain tax attributes are subject to an annual limitation as a result of the Company’s investment in certain subsidiaries of its predecessor, Corsair Components (Cayman) Ltd., in August 2017, which constitutes a change of ownership as defined under Internal Revenue Code Section 382. The Company does not expect the tax attributes to be materially affected by the Company’s annual limitation. As of December 31, 2019, the Company had $0.5 million of cumulative unrecognized tax benefits. $0.4 million of these unrecognized tax benefits will favorably impact the Company’s effective tax rate in future periods to the extent benefits are recognized. As of December 31, 2019, the Company expects to reduce its unrecognized tax benefits by $0.4 million in the next 12 months. The expected decrease to the Company’s unrecognized tax benefits is related to an income tax examination of one of our foreign subsidiaries. The Company files income tax returns with the U.S. federal government, various U.S. states and foreign jurisdictions including China, France, Germany, Hong Kong, Luxembourg, Netherlands, Slovenia, Taiwan, United Kingdom and Vietnam. The Company’s tax returns in U.S., various U.S. states and foreign jurisdictions remain open to examination from 2013 to 2018. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (CARES) Act was enacted and signed into U.S. law to provide economic relief to individuals and businesses facing economic hardship as a result of the COVID-19 pandemic. |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Related Party Transactions [Abstract] | ||
Related-Party Transactions | 14. Related-Party Transactions A company affiliated with a major shareholder, EagleTree-Carbide (GP), LLC, provided management and consulting services to us. We incurred $21 thousand and $33 thousand for the three months ended September 30, 2020 and 2019, respectively, and $0.1 million for each of the nine months ended September 30, 2020 and 2019, which primarily covered travel and out-of-pocket One of our directors, through one of his companies, entered into a service agreement to serve as our business management consultant. We incurred $30 thousand and $8 thousand of consulting fees under the service agreement for the three months ended September 30, 2020 and 2019, respectively, and $92 thousand and $55 thousand for the nine months ended September 30, 2020 and 2019, respectively. The unpaid services were $44 thousand and $16 thousand as of September 30, 2020 and December 31, 2019, respectively. This service agreement was terminated in September 2020. As discussed in Note 8, we had a Second Lien Term Loan outstanding as of December 31, 2019. The total net carrying value of the Second Lien Term Loan balance held by all related parties, an affiliate of the Parent and one of our directors, was $5.8 million as of December 31, 2019. As of September 30, 2020, the outstanding balance of the Second Lien Term Loan was fully repaid and as a result, there was no debt held by related parties as of September 30, 2020. | 14. Related-Party One of the Company’s directors was a director of one of the Company’s vendors. On October 23, 2018, this director has notified the vendor’s board of directors of his decision to retire and leave the board and was effective at the time of notification. This director remains a director of the Company. The vendor sold inventory to the Company for which the Company paid $25.3 million for the period from January 1, 2018 to October 23, 2018. A company affiliated with the general partner, EagleTree-Carbide (GP), LLC provides management and consulting services relating to the business and operations of the Company. The Company incurred $0.3 million and $0.3 million for the years ended December 31, 2018 and 2019, respectively, which covers travel and out-of-pocket expenses related to such services. The unpaid services were $0.1 million and $0.1 million as of December 31, 2018 and December 31, 2019, respectively. One of the Company’s directors, through one of his companies, entered into a service agreement to serve as a business management consultant for the Company. The Company incurred $0.1 million and $0.1 million of consulting fees under the service agreement for the years ended December 31, 2018 and 2019, respectively. The unpaid services were $30 thousand as of December 31, 2018 and December 31, 2019, respectively. The Company entered into a lease agreement with a business entity owned by the Company’s Chief Executive Officer and recorded associated rent expense of $54 thousand for the years ended December 31, 2018 and 2019. The Company provided a security deposit of $5 thousand as collateral for the lease. As of December 31, 2018, the unpaid rent balance included in the accounts payable was $5 thousand. There were no unpaid rent balances as of December 31, 2019. As discussed in Note 8, the Company has a Second Lien Term Loan outstanding as of December 31, 2018 and 2019. The Company’s Chief Executive Officer and an affiliate of the Parent both held $4.0 million of the outstanding principal balance of the Second Lien Term Loan as of December 31, 2018. During 2019, the Company’s Chief Executive Officer disposed 50% of his principal balance to a company owned by one of the Company’s directors, and the remaining 50% to an unrelated third party. The total net carrying value of the net Second Lien Term Loan balance held by all related parties was $7.6 million and $5.8 million as of December 31, 2018 and December 31, 2019, respectively. |
Segment and Geographic Informat
Segment and Geographic Information | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Segment Reporting [Abstract] | ||
Segment and Geographic Information | 15. Segment and Geographic Information We have two reportable segments: • Gamer and Creator Peripherals • Gaming Components and Systems high-end The segments are defined as those operations our chief operating decision maker ( “CODM” The table below summarizes the financial information for each reportable segment: Three Months Nine Months 2020 2019 2020 2019 (In thousands) Net revenue Gaming and Creator Peripherals $ 161,555 $ 70,606 $ 347,531 $ 200,084 Gaming Components and Systems 295,548 213,766 798,497 570,535 Total net revenue $ 457,103 $ 284,372 $ 1,146,028 $ 770,619 Gross Profit Gaming and Creator Peripherals $ 60,010 $ 19,948 $ 120,886 $ 58,234 Gaming Components and Systems 67,934 40,279 190,744 95,600 Total gross profit $ 127,944 $ 60,227 $ 311,630 $ 153,834 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: Three Months Nine Months 2020 2019 2020 2019 (In thousands) Net revenue Americas $ 216,982 $ 108,318 $ 517,165 $ 315,200 Europe and Middle East 162,615 114,118 412,349 287,502 Asia Pacific 77,506 61,936 216,514 167,917 Total net revenue $ 457,103 $ 284,372 $ 1,146,028 $ 770,619 No other countries besides United States represented 10% or more of total net revenue for each of the periods presented. One customer represented at least 10% of total net revenue for each of the periods presented. Long-lived assets are comprised primarily of property and equipment, net. The following table summarizes property and equipment, net by country: September 30, 2020 December 31, 2019 (In thousands) United States $ 6,532 $ 6,400 China 5,039 4,998 Taiwan 2,668 2,270 Other countries 1,165 1,697 Total property and equipment, net $ 15,404 $ 15,365 | 15. Segment and Geographic Information The Company has two reportable segments: gamer and creator peripherals and gaming components and systems. The results of the reportable segments are derived directly from the Company’s reporting system and are based on the methods of internal reporting which are not necessarily in conformity with GAAP. Management measures net revenue and gross profit to evaluate the performance of, and allocate resources to, each of the segments. Management does not use asset information to assess performance and make decisions regarding allocation of resources. Prior to fiscal year 2019, the Company operated its business in three reportable segments – gaming PC peripherals, gaming PC components and gaming PC memory. With effect from the fourth quarter of 2019, gaming PC memory was no longer reviewed and assessed separately by the Company’s CODM as an operating segment for resource allocation purposes. To align with the objective of Topic 280 and present the Company’s disaggregated financial information consistent with the management approach, the gaming PC memory operating segment is included as a component within the gaming PC components operating segment. Beginning with fiscal year 2019, the Company reports its financial performance based on two reportable segments: • Gamer and Creator Peripherals (previously defined as Gaming PC Peripherals) • Gaming Components and Systems (now includes the Gaming PC Memory component) Comparative period financial information for fiscal year 2018 by reportable segment has been recast to conform with current presentation. Financial information for each reportable segment was as follows: Year Ended (1) Year Ended (In thousands) Net revenue Gaming and Creator Peripherals $ 233,536 $ 294,141 Gaming Components and Systems 704,017 803,033 Total net revenue $ 937,553 $ 1,097,174 Gross Profit Gaming and Creator Peripherals $ 73,489 $ 81,363 Gaming Components and Systems 119,206 142,924 Total gross profit $ 192,695 $ 224,287 (1) Reclassified to conform with 2019 presentation. The Company’s 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 reflects revenue by geographic area by customer location: Year Ended Year Ended (In thousands) Net revenue United States $ 329,179 $ 386,944 Other Americas 57,579 73,312 Europe and Middle East 348,798 406,435 Asia Pacific 201,997 230,483 Total net revenue $ 937,553 $ 1,097,174 Long-lived assets are comprised primarily of property and equipment, net. The following table presents a summary of property and equipment, net by country: December 31, December 31, (In thousands) United States $ 4,394 $ 6,400 China 6,363 4,998 Taiwan 983 2,270 Other countries 733 1,697 Property and equipment, net $ 12,473 $ 15,365 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Leases | 16. Leases Our lease portfolio consists primarily of real estate facilities under operating leases and we determine if an arrangement is or contains a lease at inception. ROU assets and lease liabilities are recognized at commencement based on the present value of the lease consideration in the contracts over the lease term. We apply the incremental borrowing rate in determining the present value of the lease consideration in the contracts, as most of our leases do not provide an implicit rate. Our incremental borrowing rate is the rate of interest we would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Because we generally do not borrow on a collateralized basis, we apply an estimate of what the collateralized credit rating would be as an input to deriving an appropriate incremental borrowing rate. Certain of our lease agreements include options to extend or renew the lease terms. Such options are excluded from the ROU assets and lease liabilities, unless they are reasonably certain to be exercised. Operating lease expense is recognized on a straight-line basis over the lease term. Certain lease agreements contain variable lease payments, which primarily include variable costs for warehousing and distribution services related to our outsourced distribution hubs, and to a lesser extent, variable costs related to office common area maintenance charges. The table below summarizes the components of lease expenses: Three Months Nine months (In Operating lease expense $ 2,739 $ 6,932 Variable lease expense 2,226 4,657 Total lease expense $ 4,965 $ 11,589 During the three and nine months ended September 30, 2020, we made $2.6 million and $6.7 million, respectively, in payments for operating leases included within cash provided by operating activities in our condensed combined consolidated statement of cash flows. As of September 30, 2020, the weighted-average remaining lease term was 3.6 years and the weighed-average discount rate was 4.0%. Amounts of future undiscounted cash flows related to operating lease payments over the lease term included in the measurement of lease liabilities as of September 30, 2020 are as follows: Amounts (In thousands) 2020 (remaining three months) $ 2,310 2021 9,072 2022 6,372 2023 5,172 2024 3,999 Thereafter 1,987 Total future lease payments $ 28,912 Less: Imputed interest (2,133 ) Present value of operating lease liabilities $ 26,779 Current portion of operating lease liabilities (1) $ 8,883 Long-term operating lease liabilities (1) $ 17,896 (1) The current portion and long-term portion of operating lease liabilities are included in “other liabilities and accrued expenses” and “other liabilities, noncurrent”, respectively, on our condensed combined consolidated balance sheets. Future minimum lease payments under non-cancelable operating leases as of December 31, 2019, as defined under the previous lease accounting guidance of ASC Topic 840, were as follows: Amounts (In thousands) 2020 $ 7,525 2021 5,786 2022 2,701 2023 1,584 2024 1,025 Thereafter — Total $ 18,621 |
Description of Business (Polici
Description of Business (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Reorganization | Reorganization On September 15, 2020, a corporate reorganization (the “Reorganization”) (the “Parent”) (or “Corsair Luxco”) The Reorganization was comprised of a series of steps as set forth below: • The Parent acquired the minority interest held by Corsair Group (US), LLC in exchange for its own units. • Corsair Gaming, Inc. acquired all of the outstanding capital stock of Corsair Luxco from the Parent in exchange for its own stock. • In order for management and certain other partnership unit holders of the Parent to hold Corsair’s common stock directly, we entered into exchange agreements with such holders to exchange the Parent’s units for shares of Corsair’s common stock on a pro rata basis relative to their holdings in the Parent prior to the Reorganization. • The Parent’s 2017 Equity Incentive Program was assumed by Corsair and all of the outstanding options to acquire units under the Parent’s 2017 Equity Incentive Program were converted into options to purchase Corsair’s common stock on a pro rata basis with an adjusted exercise price to reflect the assumption. • We implemented a 1-for-28,693.596843964 As all legal entities included in the Reorganization are under common control of the Parent, all steps of the Reorganization were accounted for as a combination of entities under common control. Unless otherwise indicated, the accompanying condensed combined consolidated financial statements and related notes that reference Corsair’s capitalization, including other matters relating to equity, share, and per share information, have been retroactively revised to reflect the Reorganization for all periods presented. Accordingly, references in the footnotes related to transactions entered into by the Parent involving the Parent’s units or options to purchase the Parent’s units have been revised as common share equivalents of Corsair and options to purchase shares of Corsair’s common stock using the ratio of Corsair’s issued and outstanding shares immediately post-Reorganization to the Parent’s issued and outstanding units immediately post-Reorganization but prior to the unit exchanges described above. | Reorganization On September 15, 2020, a corporate reorganization (the “Reorganization”) was consummated whereby the Company now owns directly and indirectly all of the operating subsidiaries and assets of Corsair that had been owned by Corsair Group (Cayman), LP (the “Parent”) and Corsair Group (US), LLC, a minority interest holder. The Parent is a limited partnership domiciled in the Cayman Islands. The Parent and Corsair Group (US), LLC are under common control of the affiliates of EagleTree Capital, LP, a private equity investment firm. Prior to the Reorganization, the North American and international operations of the Company were conducted by certain operating subsidiaries held by separate entities, Corsair Gaming, Inc. and Corsair Holdings (Lux) S.à r.l. (or “Corsair Luxco”), respectively, each of which was substantially owned by and under common control of the Parent. The Reorganization was comprised of a series of steps as set forth below: • The Parent acquired the minority interest held by Corsair Group (US), LLC in exchange for its own units. • Corsair Gaming, Inc. acquired all of the outstanding capital stock of Corsair Luxco from the Parent in exchange for its own stock. • In order for management and certain other partnership unit holders of the Parent to hold the Company’s common stock directly, the Company entered into exchange agreements with such holders to exchange the Parent’s units for shares of the Company’s common stock on a pro rata basis to their holdings in the Parent prior to the Reorganization. • The Parent’s 2017 Equity Incentive Program was assumed by the Company and all of the outstanding options to acquire units under the Parent’s 2017 Equity Incentive Program were converted into options to purchase the Company’s common stock on a pro rata basis with an adjusted exercise price to reflect the assumption. • The Company implemented a 1-for-28,693.596843964 As all legal entities included in the Reorganization are under common control of the Parent, all steps of the Reorganization were accounted for as a combination of entities under common control. Unless otherwise indicated, the accompanying combined consolidated financial statements and related notes that reference the Company’s capitalization, including other matters relating to equity, share, and per share information, have been retroactively revised to reflect the Reorganization for all periods presented. Accordingly, references in the footnotes related to transactions entered into by the Parent involving the Parent’s units or options to purchase the Parent’s units have been revised as common share equivalents of the Company and options to purchase shares of the Company’s common stock using the ratio of the Company’s issued and outstanding shares immediately post-Reorganization to the Parent’s issued and outstanding units immediately post-Reorganization but prior to the unit exchanges described above. |
Basis of Presentation | Basis of Presentation Our interim condensed combined consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) (“SEC”) (the “Prospectus”) , (the “Securities Act”) The interim condensed combined consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, and in management’s opinion, include all adjustments, which consist of only normal recurring adjustments necessary for the fair statement of our condensed combined consolidated balance sheet as of September 30, 2020 and our results of operations for the three and nine months ended September 30, 2020 and 2019. The results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results expected for the current fiscal year or any other future periods. Except as described elsewhere to the condensed combined consolidated financial statements, there have been no material changes to our significant accounting policies as described in Note 2 “Summary of Significant Accounting Policies” in the Notes to the consolidated financial statements in our Prospectus. | Basis of Presentation The Company’s combined consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). These combined consolidated financial statements include the accounts of the Company and its subsidiaries and have been prepared using the Company’s historical basis in determining the assets and liabilities and the results of the Company’s operations. All significant intercompany balances and transactions have been eliminated. The Company has no involvement with variable interest entities. |
Use of Estimates | Use of Estimates The preparation of condensed combined consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed combined consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates include, but are not limited to, the valuation of intangible assets, accounts receivable, sales return reserves, reserves for customer incentives, warranty reserves, inventory, derivative instruments, stock-based compensation, deferred income tax, and common stock (prior to the IPO completed in September 2020). These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. We adjust such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. | Use of Estimates The preparation of combined consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the combined consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates include, but are not limited to, the valuation of common stock, intangible assets, accounts receivable, sales return reserves, reserves for customer incentives, warranty reserves, inventory, derivative instruments, stock-based compensation, and the valuation of deferred income tax. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Illiquid credit markets, volatile equity, foreign currency, declines in consumer spending and global health emergencies increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. In January 2020, a novel strain of coronavirus was identified in China, resulting in shutdowns of manufacturing and commerce, as well as global travel restrictions to contain the virus. The impact has since extended to other regions around the world. As of the date of issuance of the combined consolidated financial statements, the Company is not aware of any specific event or circumstance that would require updates to the Company’s estimates and judgments or revisions to the carrying value of its assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the combined consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the combined consolidated financial statements. |
Corrections of Immaterial Errors | Corrections of Immaterial Errors Certain amounts previously reported as of December 31, 2017 have been corrected as a result of several immaterial misstatements that were identified during the preparation of the Company’s 2018 and 2019 combined consolidated financial statements. These corrections, in aggregate, resulted in a $3.7 million increase in the retained earnings as of December 31, 2017. | |
Segments | Segments The Company defines its segments as those operations the chief operating decision maker (“CODM”), determined to be the Chief Executive Officer of the Company, regularly reviews to analyze performance and allocate resources. The Company measures the results of segments using each segment’s net revenue and gross profit, as determined by the information regularly reviewed by the CODM. The Company continually monitors and reviews its segment reporting structure in accordance with ASC 280, Segmen t Reporting • Gamer and Creator Peripherals (previously defined as Gaming PC Peripherals) • Gaming Components and Systems (now includes the Gaming PC Memory component) Comparative period financial information for fiscal year 2018 by reportable segment has been recast to conform with current presentation. Refer to Note 15 for further information. | |
Cash and Restricted Cash | Cash and Restricted Cash The Company had $2.3 million and $3.8 million of total restricted cash deposits as of December 31, 2018 and December 31, 2019, respectively. The restricted cash serves as collateral for certain bank guarantees, customer deposits and security deposits. The following table provides a reconciliation of cash and restricted cash reported within the combined consolidated balance sheets that sums to the total as shown in the combined consolidated statements of cash flows. December 31, 2018 December 31, (In thousands) Cash $ 25,639 $ 48,165 Restricted cash—short term 2,281 3,552 Restricted cash—noncurrent — 230 Total cash and restricted cash $ 27,920 $ 51,947 | |
Accounts Receivable, net | Accounts Receivable, net The Company records accounts receivable from contracts with customers at the invoiced amount when it has an unconditional right to consideration, net of an allowance for doubtful accounts. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make payments. The Company bases its allowance on regular assessments of its customers’ liquidity and financial condition through analysis of information obtained from credit rating agencies, financial statement review and historical collection trends. Under ASC 605, “ Revenue Recognition Revenue from Contracts with Customers Under Topic 605, revenue reserves for certain customer incentive programs totaling $17.1 million were included within accounts receivable, net as of December 31, 2018. Subsequent to the adoption of Topic 606, such balances are presented as accrued customer incentive programs included in other liabilities and accrued expenses. Refer to subsection “ Recently Adopted Accounting Pronouncements: Adoption of ASC Topic 606 The allowance is recorded as sales, general and administrative expense in the Company’s combined consolidated statements of operations. Additional allowances may be required if the liquidity or financial condition of its customers were to deteriorate. | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and accounts receivable. The Company maintains cash with various financial institutions that may at times exceed federally insured limits. Management believes that the financial institutions are financially sound and the Company has not experienced any losses. The Company’s customers that accounted for 10% of total accounts receivable, net were as follows: As of As of Customer A 35 % 34 % Customer B 13 % 20 % The Company had one customer that accounted for 10% of more of total net revenue as follows: Year ended Year ended Customer A 22 % 25 % | |
Inventories | 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. The Company assesses the valuation of inventory balances including an assessment to determine potential excess and/or obsolete inventory. The Company may be required to write down the value of inventory if estimates of future demand and market conditions indicate estimated excess or obsolete inventory. For the periods presented, the Company has not experienced significant write-downs. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value accounting is applied to all financial assets and liabilities that are recognized or disclosed at fair value in the combined consolidated financial statements on a recurring basis. The carrying amounts of the Company’s financial instruments, including cash, restricted cash, accounts receivable, accounts payable, borrowings from credit lines and other liabilities and accrued expenses approximate fair value due to their short-term maturities. Management believes that the long-term debt bearing variable interest rates represents the prevailing market rates for instruments with similar characteristics; accordingly, the carrying value of this instrument approximates its fair value. Refer to note 3 regarding the fair value of the Company’s other financial assets and liabilities. | |
Property and Equipment, net | Property and Equipment, net Property and equipment additions are recorded 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 Manufacturing equipment 2 – 5 years Computer equipment, software and office equipment 3 – 5 years Furniture and fixtures 2 – 7 years Leasehold improvements Shorter of lease term or the useful lives of the improvements Property, plant and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. An impairment charge will be recognized in the event the net book value of such assets exceeds the future undiscounted cash flows attributable to the asset group. No impairment charges were recorded in the periods presented. | |
Business Combinations | Business Combinations The Company accounts for acquisitions 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. | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess purchase price over the estimated fair value of net assets acquired in a business combination. Identifiable intangible assets with finite lives are carried at cost and amortized using a method that reflects the pattern in which the economic benefits of the intangible asset are consumed or otherwise used up or, if that pattern cannot be reliably determined, using a straight-line amortization method. Amortization expense related to patents is included in cost of revenues. Amortization expense related to developed technology is included in product development costs. Amortization expense related to customer relationships, trade name and non-compete agreements is included in sales, general and administrative costs. For definite-live intangible assets, the Company evaluates the recoverability of intangible assets for impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If the carrying amount exceeds the fair value, an impairment charge is recognized in an amount equal to that excess. No such impairment charges were recorded in the periods presented. The Company tests for goodwill impairment at the reporting unit level on an annual basis at October 1, or more frequently if events or changes in circumstances indicate that the asset is more likely than not impaired. For the annual goodwill impairment test, the Company elects to perform the quantitative impairment test. The ultimate outcome of the goodwill impairment test for a reporting unit should be the same whether the Company chooses to perform the qualitative assessment or proceeds directly to the quantitative impairment test. The quantitative impairment test compares the recoverability of goodwill measured at the reporting unit level to the reporting unit’s carrying amount, including goodwill. The fair value of the reporting unit, which is measured based upon, among other factors, market multiples for comparable companies as well as a discounted cash flow analysis. If the recorded value of the assets, including goodwill, and liabilities (“net carrying value”) of each reporting unit exceeds its fair value, an impairment loss may be required to be recognized. Further, to the extent the net carrying value of the Company as a whole is greater than its fair value in the aggregate, all, or a significant portion of its goodwill may be considered impaired. The Company performed its 2019 annual goodwill impairment assessment and determined that no impairment existed as of the date of the impairment test. No impairment charges were recorded in the periods presented. Refer to note 6 for additional information regarding the Company’s goodwill and intangible assets. | |
Warranty Reserve | Warranty Reserve All of the Company’s products are covered by warranty to be free from defects in material and workmanship for periods ranging from six months to five years, and for life-time for memory products. The Company’s warranty does not provide a service beyond assuring that the product complies with agreed-upon specifications and is generally not sold separately. At the time of sale, an estimate of future warranty costs is recorded as a component of cost of revenue and a warranty liability is recorded for estimated costs to satisfy the warranty obligation. The Company’s estimate of costs to fulfill its warranty obligations is based on historical experience and expectations of future costs to repair or replace. | |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities From time to time, the Company enters 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 the Company’s exposure to interest rate movements on the Company’s variable rate debts. The foreign currency forward contracts generally mature within three to four months and the interest rate cap contracts mature within two years. The Company does not enter into derivative instruments for trading purposes. The derivative instruments are recorded at fair value in prepaid expenses and other current assets or other liabilities and accrued expenses on the combined consolidated balance sheets. The Company does not designate such instruments as hedges for accounting purposes, accordingly, changes in the value of these contracts are recognized in each reporting period in other (expense) income, net in the combined consolidated statements of operations. | |
Deferred Issuance Costs and Debt Discounts | Deferred Issuance Costs and Debt Discounts Costs incurred in obtaining long-term financing paid to parties other than creditors are considered a debt issuance cost. Amounts paid to creditors are recorded as a reduction in the proceeds received by the creditor and are considered a discount on the issuance of debt. Deferred issuance costs and debt discounts are amortized over the terms of the long-term financing agreements using the effective-interest method and recorded as a deduction of the carrying amount of the debt in the combined consolidated balance sheets. Deferred issuance costs of the Company’s revolving line of credit are recorded in prepaid expenses and other current assets and other assets, according to the timing of amortization. | |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs, which include legal, accounting, printer and filing fees, related to Initial Public Offering (“IPO”) are capitalized. The deferred offering costs will be offset against proceeds from the IPO upon the effectiveness of the offering. In the event the offering is terminated, all capitalized deferred offering costs will be immediately expensed. As of December 31, 2018 and December 31, 2019, $5.3 million and $5.8 million of deferred offering costs were capitalized, respectively, which are included in the other assets on the combined consolidated balance sheets. | |
Revenue Recognition | Revenue Recognition The Company’s products are primarily sold through a network of distributors and retailers (including etailers), and some direct to consumers. The Company sells mainly hardware products, such as gamer and creator peripherals, gaming components and systems and gaming PC memory, which may include embedded software that function together. Hardware devices are generally plug and play, requiring no configuration and little or no installation. Under Topic 605, the Company recognized revenue when persuasive evidence of an arrangement exists, delivery has occurred, title has transferred, the price becomes fixed or determinable and collectability is reasonably assured. Evidence of an arrangement existed when there is a customer contract or a standard customer purchase order. The Company considered delivery complete when title and risk of loss transfer to the customer, which is generally upon shipment, but no later than physical receipt by the customer. The Company’s revenue recognition policies were consistent worldwide. On January 1, 2019 the Company adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of December 31, 2018. Results for reporting periods beginning after December 31, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported under Topic 605. Under Topic 606, the Company determines revenue recognition through the following steps: • identification of the contract, or contracts, with the customer • identification of the performance obligations in the contract • determination of the transaction price • allocation of the transaction price to the performance obligations in the contract, and • recognition of revenue when, or as the performance obligation is fulfilled With the adoption of Topic 606, the Company recognizes revenue when it satisfies performance obligations under the terms of its contracts, and control of its products is transferred to its customers in an amount that reflects the consideration the Company expects to receive from its customers in exchange for those products or services. 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. The Company’s revenue recognition policies are consistent worldwide. The impact of the adoption of Topic 606 on the Company’s combined consolidated financial statements is discussed in the “ Recently Adopted Accounting Pronouncements: Adoption of ASC Topic 606 The Company’s products are primarily sold through a network of distributors and retailers (including etailers) worldwide. Substantially all revenue recognized by the Company relates to contracts with distributors and retailers to sell 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. The Company reports 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 after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included as part of the Company’s distribution costs recorded under sales, general and administrative expenses. The Company generally provides a warranty on products that provides assurance that our products conform to published specifications. Such assurance-type warranties are not deemed to be separate performance obligations from the product, and costs associated with providing the warranties are accrued in accordance with ASC 460-10, Guarantees The Company offers return rights and customer incentive programs. Customer incentive programs include special pricing arrangements, promotions, rebates and volume-based incentives. The Company has agreements with certain customers that contain terms allowing price protection credits to be issued in the event of a subsequent price reduction. The Company’s decision to make price reductions is influenced by product life cycle stage, market acceptance of products, the competitive environment, new product introductions and other factors. Accruals for estimated expected future pricing actions are recognized at the time of sale based on analysis of historical pricing actions by customer and by product, inventories owned by and located at distributors and retailers, current customer demand, current operating conditions, and other relevant customer and product information, such as stage of product life-cycle. The transaction price received by the Company from sales to its distributors and retailers is calculated as selling price net of variable consideration which may include product returns, price protection, and the Company’s estimate of claims for customer incentive programs related to current period product revenue. Rights of return vary by customer and range from the right to return products to limited stock rotation rights allowing the exchange of a percentage of the customer’s quarterly purchases. Estimates of expected future product returns qualify as variable consideration and are recorded as a reduction of the transaction price of the contract at the time of sale based on historical return trends. Return trends are influenced by product life cycle status, new product introductions, market acceptance of products, sales levels, the type of customer, seasonality, product quality issues, competitive pressures, operational policies and procedures, and other factors. Return rates can fluctuate over time but are sufficiently predictable to allow the Company to estimate expected future product returns. The Company normally requires payments from customers within 30 to 90 days from invoice date. The Company does not generally modify payment terms on existing receivables. The Company’s 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 the Company estimates and records as a reduction to revenue at the time of sale based on historical experience and forecasted incentives. Certain customer incentives require management to estimate the percentage of those programs which will not be claimed or will not be earned by customers based on historical experience and on the specific terms and conditions of particular programs. The percentage of these customer programs that will not be claimed or earned is commonly referred to as “breakage”. The Company accounts for breakage as part of variable consideration, subject to constraint, and records the estimated impact in the same period when revenue is recognized at the expected value. Significant management judgment and estimates are used to determine the amount of variable consideration to be recognized, as well as any subsequent adjustments to it, such that it is probable that a significant reversal of revenue will not occur. During the year ended December 31, 2019, the Company did not recognize any material revenue adjustment related to performance obligations satisfied in prior periods as a result of changes in estimated variable consideration. Because performance obligations in the Company’s contracts with customers relate to contracts with a duration of less than one year, the Company has elected to apply the optional exemption to not disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. | |
Cost of Revenue | Cost of Revenue Cost of revenue consists of product costs (including costs of contract manufacturers), inbound freight costs from manufacturers to the Company’s distribution hubs, as well as inter-hubs shipments, duties and tariffs, warranty replacement costs, costs to process and rework returned items, depreciation of tooling equipment, warehousing costs, excess and obsolete inventory write-downs, certain allocated costs related to facilities and IT department, and personnel-related expenses and other operating expenses related to supply chain logistics. | |
Distribution Costs | Distribution Costs Distribution costs, recorded as a component of sales, general and administrative expenses, include the costs to operate two of the Company’s distribution hubs internally and the costs paid to third party logistics providers to operate the Company’s 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. The Company does not consider distribution costs to be part of the costs to bring its products to the finished condition and therefore records such distribution costs as sales, general and administrative expense rather than in cost of revenue. | |
Product Development Costs | Product Development Costs Product development costs are generally expensed as incurred and reported in the combined consolidated statements of operations. Product development costs consist primarily of the costs associated with the design and testing of new products and improvements to existing products. These costs relate primarily to compensation of personnel and consultants involved with product design, definition, compatibility testing and qualification. To date, almost all of the software development costs have been expensed as incurred because the period between achieving technological feasibility and the release of the software has been short and development costs qualifying for capitalization have been insignificant. | |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred and are included as a component of sales, general and administrative expense in the condensed combined consolidated statements of operations. Advertising and promotion expenses were $4.1 million and $2.6 million for the three months ended September 30, 2020 and 2019, respectively, and $12.3 million and $7.4 million for nine months ended September 30, 2020 and 2019, respectively. | Advertising Costs Advertising costs are expensed as incurred and are included as a component of sales, general and administrative expense in the combined consolidated statements of operations. Advertising and promotion expenses were $8.7 million and $11.3 million for the years ended December 31, 2018 and 2019, respectively. |
Stock-Based Compensation | Stock-Based Compensation U.S. GAAP requires the measurement and recognition of compensation expense for all stock-based awards, including options, using a fair-value based method. The Company estimates the fair value of option awards on the date of grant using a Black-Scholes-Merton option-pricing model. Stock-based compensation is recognized on a straight-line basis over the requisite service period based on awards ultimately expected to vest. The Company has elected to recognize actual forfeitures by reducing the employee stock-based compensation in the same period as the forfeitures occur. | |
Nonmonetary Transactions | Nonmonetary Transactions The Company has sales and purchases of inventory with its manufacturers, which 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 the Company, the Company will record prepaid inventories and accrued liabilities as a nonmonetary transaction. When the Company transacts the reciprocal purchase of inventory from the manufacturer, the Company will record 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. Because the transactions are nonmonetary, they have not been included in the combined consolidated statements of cash flows pursuant to ASC 230, Statement of Cash Flows . | |
Employee Benefit Plan | Employee Benefit Plan The Company has a 401(k) defined contribution plan covering all eligible employees. The 401(k) plan allows for voluntary contributions by plan participants and provides for discretionary contributions by the Company as determined annually by the board of directors. The discretionary amounts may comprise a matching contribution (a designated percentage of a participant’s voluntary contribution) and/or a discretionary profit sharing contribution based on participant compensation. The Company contributed $0.9 million and $1.1 million for the years ended December 31, 2018 and 2019, respectively. | |
Income Taxes | 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 the Company’s 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. The Company is subject to foreign income taxes on its foreign operations. All deferred tax assets and liabilities are classified as non-current | |
Uncertain Tax Positions | Uncertain Tax Positions The Company recognizes 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. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments. The Company recognizes interest charges and penalties related to unrecognized tax benefits as a component of the income tax (expense) benefit. | |
Foreign Currency | Foreign Currency For subsidiaries that have non-U.S. dollar functional currencies, the Company translates the assets and liabilities of these subsidiaries using period-end exchange rates. Revenues and expenses are translated using average exchange rates in effect during the reporting period. Cumulative translation gains and losses are included as a component of stockholders’ equity in accumulated other comprehensive loss. The Company remeasures monetary assets or liabilities denominated in currencies other than the functional currency using exchange rates prevailing on the balance sheet date. Foreign currency remeasurement gains and losses are included in other (expense) income, net in the combined consolidated statements of operations and the amounts were $(0.4) million and $1.4 million for the years ended December 31, 2018 and 2019, respectively. Gains and losses on long-term intercompany loans not intended to be repaid in the foreseeable future are recorded in other comprehensive loss. | |
Net Income (Loss) per Share | Net Income (Loss) per Share Basic net income (loss) per share and diluted net income (loss) per share are 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. | |
Emerging Growth Company Status | Emerging Growth Company Status The Company was and remained an emerging growth company (“EGC”), as defined in the JOBS Act, up to December 31, 2019 although its 2019 annual gross revenue exceeded $1.07 billion. According to the rule under the Securities Act of 1933, the Company will continue to be treated as an EGC for the purposes of disclosure requirement accommodations in its initial registration statement until the earlier of: (a) The date on which the Company consummates its initial public offering, or (b) The end of the one-year period beginning on December 31, 2019. Under the JOBS Act, EGCs can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. Through December 31, 2019, the Company had elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, the Company’s combined consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. Beginning on January 1, 2020, the Company adopts new or revised accounting standards issued by their respective effective dates for public companies. Refer to the “Other Recently Adopted Accounting Pronouncements” section below for the Company’s recently adopted accounting pronouncements. | |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, 2016-13 In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) “ROU” On January 1, 2020, we adopted Topic 842 using the modified retrospective method, applying Topic 842 to all leases existing at the date of initial application. We elected to use the effective date as the date of initial application. Consequently, prior period balances and disclosures have not been restated. We elected the package of transitional practical expedients, which among other provisions, allows us to carry forward prior conclusions about lease identification and classification. In addition, for operating leases, we elected to account for lease and non-lease The adoption of Topic 842 had a material impact to our condensed combined consolidated balance sheet but did not have an impact on our condensed combined consolidated statement of operations or cash flows. As a result of adopting Topic 842 as of January 1, 2020, we recognized lease liabilities of $17.9 million and corresponding ROU assets of $17.7 million. See Note 16, Leases, for additional information. | Recently Adopted Accounting Pronouncements: Adoption of ASC Topic 606 The Company adopted Topic 606 using the cumulative effect method for all contracts not completed as of January 1, 2019. As a result, the Company recognized the cumulative effect of applying the new revenue standard as an adjustment to the opening balance of retained earnings as of January 1, 2019. Prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historical accounting under ASC 605, Revenue Recognition . Results for reporting periods beginning after December 31, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with historic accounting standards under Topic 605. As a result of the adoption of the new standard, the Company recorded a reduction to accumulated deficit as of January 1, 2019 and reclassified accrued sales return liabilities and accrued customer incentive programs from accounts receivable, net to accrued and other current liabilities and other current assets. The cumulative effect of the changes to the combined consolidated balance sheet from the adoption of Topic 606 were as follows (in thousands): As of Effect of Adoption As of Assets: Accounts receivable, net $ 122,042 $ 26,527 $ 148,569 Prepaid expenses and other current assets 17,298 5,674 22,972 Deferred Tax Assets 445 746 1,191 Liability and Stockholders’ Equity: Income Tax Payable 3,572 (333 ) 3,239 Other liabilities and accrued expenses 32,058 36,966 69,024 Accumulated deficit $ (93,161 ) $ (3,686 ) $ (96,847 ) Net Reduction to Accumulated Deficit as of January 1, 2019 Under Topic 605, accrued customer incentive programs were recognized as a reduction of revenue at the later of when the related revenue was recognized or when the program was offered to the customer. Under Topic 606, these programs qualify as variable consideration and are recorded as a reduction of the transaction price at the contract inception based on the expected value method. The Company is required to estimate for these programs ahead of commitment date if customary business practice creates an implied expectation that such activities will occur in the future. Under Topic 606, variable consideration must be estimated at the outset of the arrangement, subject to the constraint guidance to ensure that a significant revenue reversal will not occur. As a result, upon adoption of Topic 606, estimated breakage for accruals of certain customer incentive programs is recognized sooner as compared to Topic 605. Balance Sheet Reclassifications Under Topic 605, the gross amount of accrued revenue reserves for sales returns of $15.1 million, net of expected returned inventory and rework costs of $5.7 million, was included within accounts receivable, net as of December 31, 2018. Subsequent to the adoption of Topic 606, such balances are presented in the combined consolidated balance sheet, on a gross basis as accrued liability from returns of $15.1 million included in other liabilities and accrued expenses and as returned assets of $5.7 million included in prepaid expenses and other current assets. Under Topic 605, revenue reserves for certain customer incentive programs totaling $17.1 million, were included within accounts receivable, net as of December 31, 2018. Subsequent to the adoption of Topic 606, such balances are presented as accrued customer incentive programs included in other liabilities and accrued expenses in the combined consolidated balance sheet. The adoption of Topic 606 did not have an impact over the total cash flows from operating, investing, or financing activities. Contract Assets Contract assets represent amounts that have been recognized as revenue but for which the Company did not have the unconditional right to invoice the customer. The Company did not have contract assets as of January 1, 2019 and December 31, 2019. Contract Liabilities (Deferred Revenue and Unearned Revenue) The Company’s deferred revenue consists primarily of amounts that have been shipped and invoiced but not recognized as revenue as of period end because control of the inventory has not passed to the customer. Revenue will be recognized when the customer has obtained control of the inventory sold. The Company did not have any deferred revenue as of January 1, 2019, and the balance as of December 31, 2019 was $3.3 million. This increase is due to the Company’s recent acquisitions. The Company’s unearned revenue consists of payments received from customers in advance of product shipment for webstore orders. These orders are generally shipped within two weeks from order date. The unearned revenue balance as of December 31, 2019 was $1.3 million. Deferred revenue and unearned revenue are included in other liabilities and accrued expenses on the combined consolidated balance sheets. Impact on Combined Consolidated Financial Statements The following tables summarize the impact of adopting Topic 606 on the Company’s combined consolidated statement of operations for the year ended December 31, 2019 and combined consolidated balance sheet as of December 31, 2019 (in thousands, unaudited): Year Ended December 31, 2019 As reported under If reported under Effect of change Net Revenue $ 1,097,174 $ 1,098,018 $ (844 ) As of December 31, 2019 As reported under If reported under Effect of change Assets: Accounts receivable, net $ 202,334 $ 157,934 $ 44,400 Prepaid and other current assets 24,696 13,514 11,182 Deferred tax assets 1,646 900 746 Liabilities and Stockholders’ Equity: Income tax payable 8,524 8,857 (333 ) Other liabilities and accrued expenses 107,017 45,825 61,192 Total stockholders’ equity $ 216,775 $ 221,306 $ (4,531 ) Other Recently Adopted Accounting Pronouncements In September 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-16, Business Combinations (Topic 805) : Simplifying the Accounting for Measurement-Period Adjustments , In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which simplifies the presentation of deferred income taxes by requiring that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The Company adopted this standard effective January 1, 2018, and retrospectively applied the standard to all periods presented. The adoption of the ASU did not have a material impact on the Company’s combined consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, In May 2017, the FASB issued ASU No. 2017-09, Compensation – Stock Compensation (Topic 718) : Scope of Modification Accounting , In July 2018, the FASB issued ASU No. 2018-09, Codification Improvements In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. In July 2019, the FASB issued ASU No. 2019-07, Codification Updates to SEC Sections — Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization and Miscellaneous Updates (SEC Update) |
Accounting Pronouncements Issued but Not Yet Adopted | Accounting Pronouncements Issued but Not Yet Adopted In December 2019, the FASB issued ASU No. 2019-12 , Income Taxes (Topic 740) In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) | Recently Issued Accounting Pronouncements, Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases Land Easement Practical Expedient for Transition to Topic 842 Codification Improvements to Topic 842, Leases Targeted Improvements Codification Improvements to Topic 842, Leases The Company plans on electing the package of transitional practical expedients upon adoption which, among other provisions, allows the Company not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct cost for any existing leases on the adoption date. In addition, for all leases, the Company intends to elect to account for lease and nonlease components as a single lease component. The Company will also make an accounting policy election not to apply the recognition guidance of Topic 842 to record all leases that, at the lease commencement date, have a lease term of 12 months or less on the combined consolidated balance sheet. The Company has substantially completed its evaluation of the effect that the adoption of this new standard will have on its combined consolidated financial statements. In connection with the adoption of the new guidance, the Company expects to recognize ROU assets and lease liabilities in the range of $18 million to $19 million on its combined consolidated balance sheet for operating leases, with an immaterial impact to its results of operations and cash flows. The Company believes that substantially all of its undiscounted future minimum operating lease commitments based on its current lease portfolio that were not recognized on its combined consolidated balance sheet as of December 31, 2019 and as disclosed in Note 9 to the combined consolidated financial statements, will be subject to the new standard. In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and other (Topic 350): Simplifying the Test for Goodwill Impairment In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740), to simplify various aspects related to the accounting for income taxes. The new guidance is effective for the Company beginning in year 2021. The Company is in the process of evaluating the effects of this new guidance on its combined consolidated financial statements. |
Initial Public Offering | Initial Public Offering On September 25, 2020, we completed our initial public offering (IPO) Deferred offering costs consist primarily of accounting, legal, and other fees related to the IPO. Prior to the IPO, all deferred offering costs were capitalized in other assets in the condensed combined consolidated balance sheets. After the IPO, $11.8 million of deferred offering costs were reclassified into stockholders’ equity as a reduction of the IPO proceeds in the condensed combined consolidated balance sheets. The amount of deferred offering costs capitalized as of December 31, 2019 was $5.8 million. | |
Principles of Consolidation | Principles of Consolidation The accompanying condensed combined consolidated financial statements include the accounts of Corsair and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. | |
Risks and Uncertainties related to the COVID-19 Pandemic | Risks and Uncertainties related to the COVID-19 Due to the COVID-19 COVID-19 shelter-in-place COVID-19 COVID-19 COVID-19 As of the date of issuance of these condensed combined consolidated financial statements, we are not aware of any specific event or circumstance that would require updates to our estimates and judgments or revisions due to COVID-19 | |
Nonmonetary Transactions | Nonmonetary Transactions We have sales and repurchases of inventory with our manufacturers, which are accounted for as nonmonetary transactions. Upon sale of raw materials to the manufacturer, for the inventories on-hand Because the transactions are nonmonetary, they have not been included in the condensed combined consolidated statements of cash flows pursuant to ASC 230, Statement of Cash Flows |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Reconciliation of Cash and Restricted Cash | The following table provides a reconciliation of cash and restricted cash reported within the combined consolidated balance sheets that sums to the total as shown in the combined consolidated statements of cash flows. December 31, 2018 December 31, (In thousands) Cash $ 25,639 $ 48,165 Restricted cash—short term 2,281 3,552 Restricted cash—noncurrent — 230 Total cash and restricted cash $ 27,920 $ 51,947 |
Schedules of Concentration of Risk | The Company’s customers that accounted for 10% of total accounts receivable, net were as follows: As of As of Customer A 35 % 34 % Customer B 13 % 20 % The Company had one customer that accounted for 10% of more of total net revenue as follows: Year ended Year ended Customer A 22 % 25 % |
Schedule of Property Plant and Equipment Estimated Useful Lives | Depreciation is calculated on the straight-line Manufacturing equipment 2 – 5 years Computer equipment, software and office equipment 3 – 5 years Furniture and fixtures 2 – 7 years Leasehold improvements Shorter of lease term or the useful lives of the improvements |
Topic 606 | |
Schedule of Cumulative Effect of Changes in Combined Consolidated Balance Sheet | The cumulative effect of the changes to the combined consolidated balance sheet from the adoption of Topic 606 were as follows (in thousands): As of Effect of Adoption As of Assets: Accounts receivable, net $ 122,042 $ 26,527 $ 148,569 Prepaid expenses and other current assets 17,298 5,674 22,972 Deferred Tax Assets 445 746 1,191 Liability and Stockholders’ Equity: Income Tax Payable 3,572 (333 ) 3,239 Other liabilities and accrued expenses 32,058 36,966 69,024 Accumulated deficit $ (93,161 ) $ (3,686 ) $ (96,847 ) |
Summarize Impact of Adopting Topic 606 on Financial Statements | The following tables summarize the impact of adopting Topic 606 on the Company’s combined consolidated statement of operations for the year ended December 31, 2019 and combined consolidated balance sheet as of December 31, 2019 (in thousands, unaudited): Year Ended December 31, 2019 As reported under If reported under Effect of change Net Revenue $ 1,097,174 $ 1,098,018 $ (844 ) As of December 31, 2019 As reported under If reported under Effect of change Assets: Accounts receivable, net $ 202,334 $ 157,934 $ 44,400 Prepaid and other current assets 24,696 13,514 11,182 Deferred tax assets 1,646 900 746 Liabilities and Stockholders’ Equity: Income tax payable 8,524 8,857 (333 ) Other liabilities and accrued expenses 107,017 45,825 61,192 Total stockholders’ equity $ 216,775 $ 221,306 $ (4,531 ) |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | ||
Summary of Financial Assets and Liabilities that Measured at Fair Value | The following tables summarize our financial assets and liabilities that were measured at fair value on a recurring basis, and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value: September 30, 2020 (Level 1) (Level 2) (Level 3) Total (in thousands) Assets: Interest rate cap contract (4) $ — $ 45 $ — $ 45 Foreign currency forward contracts (4) — 88 — 88 Total assets $ — $ 133 $ — $ 133 Liabilities: Contingent consideration in connection with a business acquisition—Origin (1) $ — $ — $ 2,078 $ 2,078 Contingent consideration in connection with an immaterial business acquisition — — 9 9 Deferred cash consideration in connection with a business acquisition—SCUF (2) — — 1,638 1,638 Deferred cash consideration in connection with a business acquisition—Origin (3) — — 1,481 1,481 Foreign currency forward contracts (4) — 378 — 378 Total liabilities $ — $ 378 $ 5,206 $ 5,584 December 31, 2019 (Level 1) (Level 2) (Level 3) Total (In thousands) Liabilities: Contingent consideration in connection with a business acquisition—Origin (1) $ — $ — $ 3,964 $ 3,964 Deferred cash consideration in connection with a business acquisition—SCUF (2) — — 1,638 1,638 Deferred cash consideration in connection with a business acquisition—Origin (3) — — 1,411 1,411 Foreign currency forward contracts (4) — 335 — 335 Total liabilities $ — $ 335 $ 7,013 $ 7,348 (1) The fair value of the Origin earn-out earn-out earn-out earn-out earn-out pre-acquisition earn-out (2) The fair value of the SCUF contingent consideration was determined based on the estimates of acquired tax benefits owed to SCUF’s sellers according to the merger agreement. These estimates involved inputs unobservable in the markets and thus represent a level 3 fair value measurement. The measurement of this liability was provisional at the SCUF Acquisition Date (as defined in Note 5) and as of September 30, 2020 and will be finalized in the fourth quarter of 2020. The amount is subject to update upon filing the tax returns for 2019 through 2021. Refer to Note 5 for further details on this acquisition. (3) The fair value of Origin’s deferred cash consideration is determined at the Origin acquisition date by using a discount rate of 6.5%. This discount rate approximated our borrowing rate under the revolving line of credit and represented a Level 3 input under the fair value hierarchy. (4) The fair values of the forward contracts and interest rate cap contract are based on similar exchange traded derivatives and the related asset or liability is, therefore, included within Level 2 of the fair value hierarchy. | The following tables summarize the hierarchy of fair value measurements of the Company’s financial assets and liabilities measured on a recurring basis: Fair Value Measurements as of December 31, 2018 Quoted Prices using Identical (Level 1) Significant (Level 2) Significant (Level 3) Total (In thousands) Liabilities: Deferred cash consideration in connection with a business acquisition—Elgato (1) $ — $ — $ 10,448 $ 10,448 Foreign currency forward contracts (2) — 131 — 131 Total liabilities $ — $ 131 $ 10,448 $ 10,579 (1) The fair value of Elgato deferred cash consideration (Refer to note 5 for further details on this acquisition) is determined using a discount rate of 6.6%. This discount rate approximated the Company’s borrowing rate under the revolving line of credit and represents a Level 3 input under the fair value hierarchy. (2) The fair value of the forward contracts is based on similar exchange traded derivatives and the related asset or liability is, therefore, included within Level 2 of the fair value hierarchy. Fair Value Measurements as of December 31, 2019 Quoted Prices using Identical (Level 1) Significant (Level 2) Significant (Level 3) Total (In thousands) Liabilities: Contingent consideration in connection with a business acquisition—Origin (1) $ — $ — $ 3,964 $ 3,964 Deferred cash consideration in connection with a business acquisition—SCUF (2) — — 1,638 1,638 Deferred cash consideration in connection with a business acquisition—Origin (3) — — 1,411 1,411 Foreign currency forward contracts (4) — 335 — 335 Total liabilities $ — $ 335 $ 7,013 $ 7,348 (1) The fair value of the Origin earn-out liability (Refer to note 5 for further details on this acquisition) is estimated using a Monte Carlo Simulation, a simulation-based measurement technique with significant inputs that are not observable in the market and thus represents a level 3 fair value measurement. The significant inputs in the fair value measurement not supported by market activity included the expected future standalone EBITDA growth of Origin during the earn-out period, appropriately discounted by a risk adjustment factor, considering the uncertainties associated with the obligation, its associated volatility, and calculated in accordance with the terms of the Unit Purchase Agreement for this acquisition. Significant changes of these significant inputs, in isolation or in combination, would result in a material change in fair value estimates. The interrelationship between these inputs is not considered significant. The fair value of the Origin earn-out liability is remeasured at every reporting period and the change in fair value is recorded to sales, general and administrative expenses. During the year ended December 31, 2019, the Company recorded $0.6 million credit to sales, general and administrative expenses resulting from a reduction in the fair value remeasurement. The earn-out liability of $2.4 million contingent upon Origin’s 2019 standalone EBITDA was fully paid in April 2020. (2) The fair value of the SCUF contingent consideration was determined based on the Company’s estimates of acquired tax benefits owed to SCUF’s sellers according to the merger agreement. These estimates involved inputs unobservable in the markets and thus represents a level 3 fair value measurement. The measurement of this liability was provisional at the SCUF acquisition date and will be finalized within one year of the acquisition date. The amount is subject to update upon filing the Company’s tax returns for 2019 through 2021. Refer to note 5 for further details on this acquisition. (3) The fair value of Origin’s deferred cash consideration is determined at the Origin acquisition date by using a discount rate of 6.5%. This discount rate approximated the Company’s borrowing rate under the revolving line of credit and represented a Level 3 input under the fair value hierarchy. (4) The fair values of the forward contracts and interest rate cap contract are based on similar exchange traded derivatives and the related asset or liability is, therefore, included within Level 2 of the fair value hierarchy. |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
SCUF Acquisition | ||
Summary of Estimated Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed at the SCUF Acquisition Closing Date. The allocation of the purchase price was based upon a preliminary valuation, and the estimates and assumptions are subject to change within the measurement period. The primary areas of the purchase price allocation that are not yet finalized consist of federal and state income tax and other tax considerations and the valuation of identifiable intangible assets acquired. We will continue to reflect measurement period adjustments to purchase price allocation, if any, in the period in which the adjustments are recognized. Final determination of the fair values may result in adjustments to the values presented in the following table: (In thousands) Assets acquired: Cash $ 6,947 Accounts receivable 4,587 Inventories 12,800 Prepaid and other assets 1,377 Identifiable intangible assets 71,890 Property and equipment 2,927 Other assets 40 Liabilities assumed: Accounts payable (9,182 ) Sales tax payable (5,533 ) Deferred revenue (3,752 ) Other liabilities and accrued expenses (8,416 ) Deferred tax liabilities (10,015 ) Net identifiable net assets acquired $ 63,670 Goodwill 72,642 Net assets acquired $ 136,312 | The following table summarizes the preliminary allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date. The allocation of the purchase price was based upon a preliminary valuation, and the Company’s estimates and assumptions are subject to change within the measurement period. The primary areas of the purchase price allocation that are not yet finalized consist of inventory valuation, federal and state income tax and other tax considerations and the valuation of identifiable intangible assets acquired. (In thousands) Assets acquired: Cash $ 6,947 Accounts receivable 4,587 Inventories 13,307 Prepaid and other assets 1,377 Identifiable Intangible assets 71,890 Property and equipment 2,927 Other assets 40 Liabilities assumed: Accounts payable (9,182 ) Sales tax payable (5,533 ) Deferred revenue (3,752 ) Other liabilities and accrued expenses (8,416 ) Deferred tax liabilities (10,015 ) Net identifiable net assets acquired $ 64,177 Goodwill 73,665 Net assets acquired $ 137,842 |
Summary of Components of Identifiable Assets Acquired and Estimated Useful Lives | The following table summarizes the components of identifiable intangible assets acquired and their estimated useful lives as of the SCUF Acquisition Closing Date: Fair Value Weighted Average Useful Life (In thousands) (In years) Patents $ 30,500 8 Developed technology 18,600 6 Customer Relationships 590 5 Trade name 22,200 15 Total identifiable intangible assets $ 71,890 | The following table summarizes the components of identifiable intangible assets acquired and their estimated useful lives as of the acquisition date: Fair Value Weighted (In thousands) (In years) Patents $ 30,500 8 Developed technology 18,600 6 Customer Relationships 590 5 Trade name 22,200 15 Total identifiable intangible assets $ 71,890 The following table summarizes the components of identifiable intangible assets acquired and their estimated useful lives as of acquisition date: Fair Value Useful Life (In thousands) (In years) Developed technology $ 10,769 5 In-process research and development 748 5 Trade name 7,825 15 Total identifiable intangible assets $ 19,342 |
Business Acquisition, Pro Forma Financial Information | The following unaudited pro forma financial information combines the unaudited condensed combined consolidated results of operations as if the SCUF Acquisition had occurred as of January 1, 2019: Three months Nine months (in thousands) Net revenue $ 299,130 $ 815,432 Net loss (3,101 ) (25,040 ) | |
Origin Acquisition | ||
Summary of Estimated Fair Value of Assets Acquired and Liabilities Assumed | The final allocation of the Origin Acquisition purchase consideration to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date is as follows: (In thousands) Assets acquired: Cash, net of cash acquired $ 376 Accounts receivable 1,379 Inventories 4,445 Prepaid and other assets 309 Identifiable intangible assets (customer relationship with estimated 6 years of useful life) 1,000 Property and equipment 140 Liabilities assumed: Accounts payable (2,670 ) Other liabilities and accrued expenses (3,033 ) Other liabilities, noncurrent (447 ) Net identifiable assets acquired 1,499 Goodwill 12,270 Net assets acquired $ 13,769 | The preliminary allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date, subject to the finalization of the estimate for certain tax liabilities assumed, which Origin filed an extension for as of the date that this report is available to be issued, is as follows: (In thousands) Assets acquired: Cash, net of cash acquired $ 376 Accounts receivable 1,379 Inventories 4,445 Prepaid and other assets 309 Identifiable intangible assets (customer relationship with estimated 6 years of useful life) 1,000 Property and equipment 140 Liabilities assumed: Accounts payable (2,670 ) Other liabilities and accrued expenses (3,384 ) Other liabilities, noncurrent (447 ) Net identifiable assets acquired 1,148 Goodwill 12,353 Net assets acquired $ 13,501 |
Elgato Acquisition | ||
Summary of Estimated Fair Value of Assets Acquired and Liabilities Assumed | The final allocation of the Elgato purchase consideration to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date is as follows: (In thousands) Assets acquired: Inventories $ 4,283 Prepaid and other assets 548 Identifiable Intangible assets 19,342 Liabilities assumed: Sales return reserves (500 ) Other current liabilities and accrued expenses (540 ) Net identifiable assets acquired 23,133 Goodwill 23,487 Net assets acquired $ 46,620 | |
Business Acquisition, Pro Forma Financial Information | The following unaudited pro forma financial information combines the unaudited combined consolidated results of operations as if the acquisition of SCUF had occurred at the beginning of the periods presented: Year Ended Year Ended (unaudited) (in thousands) Net revenue $ 1,013,761 $ 1,165,502 Net loss (19,362 ) (24,598 ) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Summary of Changes in Carrying Amount of Goodwill by Reportable Segment | The following table summarizes the changes in the carrying amount of goodwill by reportable segment: Gaming Components and Systems Gamer and Creator Peripherals Total (In thousands) Balance as of December 31, 2019 $ 145,375 $ 167,375 $ 312,750 Addition from business acquisition — 185 185 Measurement period adjustments (47 ) (1,023 ) (1,070 ) Effect of foreign currency exchange rates 284 (576 ) (292 ) Balance as of September 30, 2020 $ 145,612 $ 165,961 $ 311,573 | The following table summarizes the activity in the Company’s goodwill by reportable segment (in thousands): Gaming Gamer and Total December 31, 2017 (1) $ 133,045 $ 70,077 $ 203,122 Addition from business acquisition 57 23,574 23,631 Effect of foreign currency exchange rates (39 ) (35 ) (74 ) December 31, 2018 $ 133,063 $ 93,616 $ 226,679 Addition from business acquisitions 12,317 73,778 86,095 Effect of foreign currency exchange rates (5 ) (19 ) (24 ) December 31, 2019 $ 145,375 $ 167,375 $ 312,750 (1) The balances as of December 31, 2017 have been corrected for immaterial misstatements. Refer to Note 2 “Summary of Significant Accounting Policies—Corrections of Immaterial Errors” for more information. |
Summary of Intangible Assets, Net | The following table is a summary of intangible assets, net: September 30, 2020 December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (In thousands) Developed technology $ 44,883 $ 21,606 $ 23,277 $ 44,243 $ 17,536 $ 26,707 Trade name 30,128 2,388 27,740 30,253 833 29,420 Customer relationships 218,456 67,397 151,059 218,459 50,916 167,543 Patent 29,989 3,007 26,982 30,721 130 30,591 Non-competition 3,110 2,152 958 3,110 1,774 1,336 Total finite-life intangibles 326,566 96,550 230,016 326,786 71,189 255,597 Indefinite life trade name 35,430 — 35,430 35,430 — 35,430 Total intangible assets $ 361,996 $ 96,550 $ 265,446 $ 362,216 $ 71,189 $ 291,027 | Intangible assets, net consist of the following: December 31, 2018 Weighted Weighted Gross Accumulated Net (In thousands) Intangible assets: Developed technology 3.3 years 3.3 $ 25,153 $ 10,578 $ 14,575 Trade name 15 years 14.5 7,825 261 7,564 Customer relationships 10 years 8.7 216,869 29,153 187,716 Non-competition agreements 4.4 years 3.4 3,110 1,074 2,036 Total finite-life intangibles 8.4 252,957 41,066 211,891 In-process research and development n/a n/a 491 — 491 Indefinite life trade name Indefinite life — 35,430 — 35,430 Total intangible assets $ 288,878 $ 41,066 $ 247,812 For the year ended December 31, 2018, the gross amount of intangible assets increased $19.3 million as a result of the Elgato acquisition. December 31, 2019 Weighted Weighted Gross Accumulated Net (In thousands) Developed technology 4.5 years 3.4 $ 44,243 $ 17,536 $ 26,707 Trade name 15.0 years 14.6 30,253 833 29,420 Customer relationships 10.0 years 7.6 218,459 50,916 167,543 Patent 7.9 years 7.9 30,721 130 30,591 Non-competition agreements 4.4 years 2.6 3,110 1,774 1,336 Total finite-life intangibles 7.7 326,786 71,189 255,597 Indefinite life trade name Indefinite life — 35,430 — 35,430 Total intangible assets $ 362,216 $ 71,189 $ 291,027 |
Summary of Recognized Amortization Expense of Intangible Assets | The Company recognized amortization expense of intangible assets in the accompanying combined consolidated statements of operations as follows: Year Ended Year Ended (In thousands) Cost of revenue $ — $ 130 Product development 8,147 6,958 Sales, general and administrative 22,746 23,035 Amortization of intangible assets $ 30,893 $ 30,123 | |
Schedule of Estimated Future Amortization Expense of Intangible Assets | The estimated future amortization expense of intangible assets as of September 30, 2020 is as follows: Amounts (in thousands) 2020 (remaining three months) $ 8,484 2021 33,938 2022 33,761 2023 32,359 2024 30,913 Thereafter 90,561 Total $ 230,016 | The estimated future amortization expense of intangible assets as of December 31, 2019 is as follows: Amounts (In thousands) 2020 $ 33,832 2021 33,832 2022 33,655 2023 32,324 2024 31,021 Thereafter 90,933 Total $ 255,597 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Balance Sheet Related Disclosures [Abstract] | ||
Summary of Accounts Receivable, Net | Accounts Receivable, net: September 30, 2020 December 31, 2019 (In thousands) Accounts receivable $ 260,476 $ 202,546 Allowance for doubtful accounts (934 ) (212 ) Accounts receivable, net $ 259,542 $ 202,334 | Accounts Receivable, net: December 31, December 31, (In thousands) Accounts receivable $ 148,917 $ 202,546 Allowance for doubtful accounts (349 ) (212 ) Rebates (1) (17,119 ) — Sales return reserves (1) (9,407 ) — Accounts receivable, net $ 122,042 $ 202,334 (1) As of December 31, 2018, under Topic 605, reserves for certain customer incentive programs and the reserves for sales returns, on a net basis, were included within accounts receivable, net. As of December 31, 2019, under Topic 606, such balances are presented on a gross basis in other liabilities and accrued expenses in the combined consolidated balance sheet. Refer to Note 2, Summary of Significant Accounting policies— Recently Adopted Accounting Pronouncements: Adoption of ASC Topic 606 |
Summary of Inventories | Inventories September 30, 2020 December 31, 2019 (In thousands) Raw materials $ 29,937 $ 25,547 Work in progress 17,842 2,690 Finished goods 162,372 122,826 Inventories $ 210,151 $ 151,063 | Inventories December 31, 2018 December 31, (In thousands) Raw materials $ 22,514 $ 25,547 Work in progress 5,366 2,690 Finished goods 121,142 122,826 Inventories $ 149,022 $ 151,063 |
Summary of Property and Equipment, Net | Property and Equipment, Net September 30, 2020 December 31, 2019 (In thousands) Manufacturing equipment $ 18,939 $ 15,291 Computer equipment, software and office equipment 9,489 6,958 Furniture and fixtures 3,342 2,602 Leasehold improvements 3,951 3,544 Total property and equipment $ 35,721 $ 28,395 Less: Accumulated depreciation and amortization (20,317 ) (13,030 ) Property and equipment, net $ 15,404 $ 15,365 | Property and Equipment, Net December 31, 2018 December 31, (In thousands) Manufacturing equipment $ 11,917 $ 15,291 Computer equipment, software and office equipment 4,417 6,958 Furniture and fixtures 875 2,602 Leasehold improvements 1,676 3,544 Total property and equipment $ 18,885 $ 28,395 Less: Accumulated depreciation and amortization (6,412 ) (13,030 ) Property and equipment, net $ 12,473 $ 15,365 |
Summary of Other Liabilities and Accrued Expenses | Other Liabilities and Accrued Expenses September 30, 2020 December 31, 2019 (In thousands) Accrued reserves for customer incentive programs $ 40,318 $ 36,582 Accrued reserves for sales return 29,805 24,610 Accrued payroll and related expense 22,474 10,638 Income tax payable 20,929 8,524 Operating lease liabilities, current 8,883 — Other 47,177 35,187 Other liabilities and accrued expenses $ 169,586 $ 115,541 | Other Liabilities and Accrued Expenses December 31, December 31, 2019 (In thousands) Accrued reserves for customer incentive programs (1) $ — $ 36,582 Accrued reserves for sales return (1) — 24,610 Accrued payroll and related expense 8,353 10,638 Deferred and unearned revenue — 4,222 Income tax payable 3,573 8,524 Sales and use taxes and value-added tax liabilities 995 8,591 Lease liabilities, current — — Warranty reserves 2,581 3,991 Deferred and contingent purchase consideration (2)(3) 10,448 2,397 Other 9,680 15,986 Other liabilities and accrued expenses $ 35,630 $ 115,541 (1) As of December 31, 2018, under Topic 605, reserves for certain customer incentive programs and the reserves for sales returns, on a net basis, were included within accounts receivable, net. As of December 31, 2019, under Topic 606, such balances are presented on a gross basis in other liabilities and accrued expenses in the combined consolidated balance sheet. Refer to Note 2, Summary of Significant Accounting policies— Recently Adopted Accounting Pronouncements: Adoption of ASC Topic 606 (2) As of December 31, 2018, the deferred cash consideration of € (3) As of December 31, 2019, the estimated obligation for the Origin earn-out payment related to Origin’s 2019 standalone financial target of $2.4 million was fully paid in the second quarter of 2020. |
Schedule of Changes in Warranty | Changes in our warranty obligations were as follows: Three Months Nine Months 2020 2019 2020 2019 (in thousands) Beginning of the period $ 5,005 $ 2,776 $ 3,991 $ 2,581 Balance assumed from business combinations — 223 — 223 Warranty provision related to products shipped 1,518 1,395 4,928 4,231 Deductions for warranty claims processed (1,400 ) (1,338 ) (3,796 ) (3,979 ) End of period $ 5,123 $ 3,056 $ 5,123 $ 3,056 | Changes in warranty obligation, which are included as a component of accrued liabilities in the combined consolidated balance sheets, are as follows: Year Ended Year Ended (In thousands) Warranty obligation at beginning of period (1) $ 2,570 $ 2,581 Balance assumed from business combinations 167 595 Warranty provision related to products shipped 2,410 5,996 Deductions for warranty claims processed (2,566 ) (5,181 ) Warranty obligation at end of period $ 2,581 $ 3,991 (1) The beginning balance for the year ended December 31, 2018 has been corrected for immaterial misstatements. Refer to Note 2 “Summary of Significant Accounting Policies—Corrections of Immaterial Errors” for more information. |
Summary of Cash and Restricted Cash | Cash and Restricted Cash September 30, 2020 December 31, 2019 (In thousands) Cash $ 116,185 $ 48,165 Restricted cash—short term 3,726 3,552 Restricted cash—noncurrent 230 230 Total cash and restricted cash $ 120,141 $ 51,947 |
Debt (Tables)
Debt (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Summary of Carrying Value of First Lien and Second Lien Term Loan | The following table summarizes the carrying value of the First Lien Term Loan: September 30, 2020 December 31, 2019 (In thousands) Principal amount outstanding $ 376,938 $ 467,332 Less: Debt discount, net of amortization (2,623 ) (3,850 ) Less: Debt issuance costs, net of amortization (4,225 ) (5,825 ) Carrying amount $ 370,090 $ 457,657 The following table summarizes the carrying value of the Second Lien Term Loan: September 30, 2020 December 31, 2019 (In thousands) Principal amount outstanding $ — $ 50,000 Less: Debt discount, net of amortization — (471 ) Less: Debt issuance costs, net of amortization — (1,374 ) Carrying amount $ — $ 48,155 | The following table summarizes the carrying value of the First Lien Term Loan: December 31, December 31, (In thousands) Principal amount outstanding $ 356,300 $ 467,332 Less: Debt discount, net of amortization (3,538 ) (3,850 ) Less: Debt issuance costs, net of amortization (4,804 ) (5,825 ) Carrying amount $ 347,958 $ 457,657 Effective Interest rate 7.4 % 6.8 % The following table summarizes the carrying value of the Second Lien Term Loan: December 31, December 31, (In thousands) Principal amount outstanding $ 50,000 $ 50,000 Less: Debt discount, net of amortization (572 ) (471 ) Less: Debt issuance costs, net of amortization (1,669 ) (1,374 ) Carrying amount $ 47,759 $ 48,155 Effective Interest rate 11.9 % 11.4 % |
Summary of Draws and Repayment of Revolver | The following table summarizes the draws and repayments of the Revolver: Year Ended Year Ended (In thousands) Beginning balance $ — $ 27,000 Draws 364,300 475,300 Repayments (337,300 ) (502,300 ) Ending balance $ 27,000 $ — | |
Summary of Interest Expense Recognized for First Lien and Second Lien | The following table summarizes the interest expense recognized for the First Lien and Second Lien: Three Months Nine Months 2020 2019 2020 2019 (In thousands) Contractual interest expense for First Lien and Second Lien Term Loan $ 6,408 $ 7,582 $ 22,914 $ 22,662 Contractual interest expense for Revolver — 789 16 2,099 Amortization of debt discount 219 216 672 700 Amortization of debt issuance costs 489 514 1,401 1,583 Loss on debt extinguishment 2,864 — 3,256 — Total interest expense recognized $ 9,980 $ 9,101 $ 28,259 $ 27,044 | The following table summarizes the interest expense recognized for the First Lien and Second Lien: Year Ended December 31, Year Ended (In thousands) Contractual interest expense for First Lien and Second Lien Term Loan $ 27,395 $ 29,757 Contractual interest expense for Revolver 1,500 2,758 Amortization of debt discount 1,046 946 Amortization of debt issuance costs 2,258 2,043 Loss on partial debt extinguishment — — Total interest expense recognized $ 32,199 $ 35,504 |
Summary of Estimated Future Principal Payments under Total Long-term Debt | The estimated future principal payments under our total long-term debt as of September 30, 2020 are as follows: Amounts (In thousands) 2020 (remaining three months) $ — 2021 — 2022 — 2023 — 2024 376,938 Thereafter — Total debt $ 376,938 Less: Discount and debt issuance costs (6,848 ) Total Debt, net of discount and debt issuance costs $ 370,090 Presented on the condensed combined consolidated balance sheet under: Current portion of debt, net $ — Debt, net $ 370,090 | The estimated future principal payments under the Company’s total long-term debt as of December 31, 2019 are as follows: Amounts (In thousands) 2020 $ 4,771 2021 4,771 2022 4,771 2023 4,771 2024 448,248 Thereafter 50,000 Total debt $ 517,332 Less: Discount and debt issuance costs (11,520 ) Less: Current portion of debt, net (2,364 ) Debt, net $ 503,448 |
Leases (Tables)
Leases (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Future Minimum Lease Payments Under Non-cancelable Operating Leases | Future minimum lease payments under non-cancelable operating leases as of December 31, 2019, as defined under the previous lease accounting guidance of ASC Topic 840, were as follows: Amounts (In thousands) 2020 $ 7,525 2021 5,786 2022 2,701 2023 1,584 2024 1,025 Thereafter — Total $ 18,621 | Estimated future lease payments under all noncancelable operating leases with terms in excess of one year as of December 31, 2019 are as follows: Amounts (In thousands) 2020 $ 7,525 2021 5,786 2022 2,701 2023 1,584 2024 1,025 Thereafter — Total $ 18,621 |
Summary of Components of Lease Expenses | The table below summarizes the components of lease expenses: Three Months Nine months (In Operating lease expense $ 2,739 $ 6,932 Variable lease expense 2,226 4,657 Total lease expense $ 4,965 $ 11,589 | |
Schedule of Future Undiscounted Cash Flows Related To Operating Lease Payments | Amounts of future undiscounted cash flows related to operating lease payments over the lease term included in the measurement of lease liabilities as of September 30, 2020 are as follows: Amounts (In thousands) 2020 (remaining three months) $ 2,310 2021 9,072 2022 6,372 2023 5,172 2024 3,999 Thereafter 1,987 Total future lease payments $ 28,912 Less: Imputed interest (2,133 ) Present value of operating lease liabilities $ 26,779 Current portion of operating lease liabilities (1) $ 8,883 Long-term operating lease liabilities (1) $ 17,896 (1) The current portion and long-term portion of operating lease liabilities are included in “other liabilities and accrued expenses” and “other liabilities, noncurrent”, respectively, on our condensed combined consolidated balance sheets. |
Equity Incentive Plans and St_2
Equity Incentive Plans and Stock-Based Compensation (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Summary of Stock Option Activities and Related Information | The following table summarizes the stock option activities and related information for the nine months ended September 30, 2020: Outstanding Stock Options Weighted- Average Exercise Price Per Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (In years) (In thousands) Balance as of December 31, 2019 8,790,000 $ 4.86 8.1 $ 24,949 Granted 1,875,161 8.59 Exercised (306,000 ) 4.05 Forfeited/cancelled (164,000 ) 6.30 Balance as of September 30, 2020 10,195,161 $ 5.55 7.9 $ 67,698 Vested and exercisable as of September 30, 2020 4,045,117 $ 4.31 7.2 $ 31,534 | The following table summarizes the Company’s stock option activities and related information for the periods presented: Outstanding Weighted- Weighted- Term Aggregate (In years) (In thousands) Balance, December 31, 2017 7,150,000 $ 4.98 9.9 $ 6,006 Options granted 737,500 7.23 Options exercised (3,250 ) 2.97 Options forfeited/cancelled (181,250 ) 4.80 Balance, December 31, 2018 7,703,000 4.18 8.9 19,615 Options granted 1,935,000 7.78 Options exercised (34,000 ) 3.63 Options forfeited/cancelled (814,000 ) 5.34 Balance, December 31, 2019 8,790,000 4.86 8.1 24,949 Exercisable, December 31, 2019 2,845,500 $ 4.00 7.2 $ 10,489 |
Summary of Stock-based Compensation Expense | The following table summarizes stock-based compensation expense by line item in the accompanying condensed combined consolidated statements of operations: Three Months Ended Nine Months Ended 2020 2019 2020 2019 (In thousands) Cost of revenue $ 60 $ 52 $ 192 $ 145 Sales, general and administrative 1,414 672 3,634 2,251 Product development 157 143 460 417 Total stock-based compensation expense $ 1,631 $ 867 $ 4,286 $ 2,813 | The Company recognized stock-based compensation in the accompanying combined consolidated statements of operations as follows: Year Ended December 31, Year Ended (In thousands) Cost of revenue $ 162 $ 197 Product development 407 567 Sales, general and administrative 2,182 3,084 Stock-based compensation $ 2,751 $ 3,848 |
Summary of Valuation Assumptions of Fair Value of Stock Options on Date of Grant | We estimate the fair value of the stock options on the date of grant using the Black-Scholes-Merton pricing model, with the following valuation assumptions: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Weighted average grant date fair value of common stock (per share) $ 16.38 $ 7.55 $ 8.60 $ 7.46 Expected term (years) 6.09 6.50 6.37 6.48 Expected volatility 41.7%-44.0 % 34.5%-34.9 % 35.8%-44.0 % 34.3%-34.9 % Dividend yield — — — — Range of risk-free interest rate 0.3%-0.4 % 1.4-1.9 % 0.3%-1.8 % 1.4%-2.6 % | The Company computed the fair value of the options on the date of grant using the Black-Scholes-Merton pricing model, with the following valuation assumptions: Year Ended December 31, Year Ended Weighted average grant date fair value per common stock $ 6.88 $ 7.59 Weighted average expected term in years 6.48 6.48 Range of expected volatility 33.4%-35.0 % 34.3%-36.1 % Weighted average expected dividend yield — — Range of risk free interest rate 2.7%-3.1 % 1.4%-2.6 % |
Summary of RSUs Activities and Related Information | The following table summarizes the RSUs activities and related information for the nine months ended September 30, 2020: Unvested Weighted- Average Grant Date Fair Value Per Balance as of December 31, 2019 — — Granted 17,647 $ 17.00 Vested (8,823 ) 17.00 Balance as of September 30, 2020 8,824 $ 17.00 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Computation of Basic and Diluted Net Income (Loss) Per Share | Following the Reorganization, all share and per share information in this section has been revised as Corsair common share equivalents. The following table summarizes the calculation of basic and diluted net income (loss) per share: Three Months Ended Nine Months Ended 2020 2019 2020 2019 (in thousands, except share and per share amounts) Numerator Net income (loss), basic and diluted $ 36,357 $ 1,519 $ 60,174 $ (14,406 ) Denominator Weighted-average shares used to compute net income (loss) per share, basic 84,870,837 75,939,443 84,352,415 75,928,057 Effect of dilutive securities (1) 5,213,112 1,944,311 3,146,104 — Weighted-average shares used to compute net income (loss) per share, diluted 90,083,949 77,883,754 87,498,519 75,928,057 Net income (loss) per share: Basic $ 0.43 $ 0.02 $ 0.71 $ (0.19 ) Diluted $ 0.40 $ 0.02 $ 0.69 $ (0.19 ) (1) As a result of our net loss, potentially dilutive ordinary share equivalents of approximately 1.8 million options were excluded from the calculation of diluted net loss per share for the nine months ended September 30, 2019. | Following the Reorganization, all share and per share information in this section has been revised as common share equivalents of the Company. The following table summarizes the calculation of basic and diluted net income (loss) per share attributable to the Company’s common stockholders during the periods presented: Year Ended Year Ended (In thousands, except share and Numerator Net loss, basic and diluted $ (13,720 ) $ (8,394 ) Denominator Weighted-average shares used to compute net loss per share, basic 75,457,693 76,223,451 Effect of dilutive options (1) — — Weighted-average shares used to compute net loss per share, diluted 75,457,693 76,223,451 Net loss per share, basic $ (0.18 ) $ (0.11 ) Net loss per share, diluted $ (0.18 ) $ (0.11 ) (1) As a result of the Company’s net loss, dilutive ordinary share equivalents of approximately 1.3 million and 1.9 million options were excluded from the calculation of diluted net loss per share for the years ended December 31, 2018 and 2019, respectively. |
Weighted-Average Outstanding Securities Considered Anti-dilutive and Excluded from the Computation of Diluted Net Income (Loss) Per Share | The following table shows the weighted-average outstanding securities considered anti-dilutive and therefore excluded from the computation of diluted net income (loss) per share: Year Ended Year Ended Options 2,647,008 1,673,618 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Schedule of Income (Loss) Before Income Taxes | Income (loss) before income tax consists of the following: Year Ended Year Ended (In thousands) Domestic $ (15,887 ) $ (18,407 ) Foreign operations 5,180 5,008 Loss before income tax $ (10,707 ) $ (13,399 ) | |
Schedule of Income Tax (Expense) Benefit | Income tax (expense) benefit consists of the following: Year ended Year ended (In thousands) United States federal taxes: Current $ (1,029 ) $ (2,177 ) Deferred (209 ) 5,948 State taxes: Current (113 ) (529 ) Deferred (64 ) 1,421 Foreign taxes: Current (4,888 ) (3,824 ) Deferred 3,290 4,166 Income tax (expense) benefit $ (3,013 ) $ 5,005 | |
Reconciliation of Tax Computed Applying Statutory Deferral Income Tax Rate | The income tax (expense) benefit differs from the amount which would result by applying the applicable statutory deferral rate to income before income taxes as follows: Year ended 2018 Year ended 2019 (In thousands) Provision at federal statutory rate $ 1,581 $ 2,814 State taxes 423 911 Change in valuation allowance (5,411 ) 719 Expired capital losses and tax credits 368 — Foreign rate differential 439 300 Net operating loss — 2,557 Effect of change in tax rate on deferred tax assets (245 ) (469 ) Tax on undistributed foreign earnings — (1,520 ) Other (168 ) (307 ) Income tax (expense) benefit $ (3,013 ) $ 5,005 | |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities comprise the following: As of 2018 As of (In thousands) Deferred tax assets: Accrued expenses and reserves $ 3,368 $ 12,516 Equity-based compensation 825 1,720 NOL and capital losses 12,917 14,461 Interest expense carryover 1,613 3,628 Tax credits 2,124 1,339 Cumulative transaction adjustment 300 355 Total deferred tax assets 21,147 34,019 Less valuation allowance (13,335 ) (12,615 ) Deferred tax liabilities: Intangible assets (42,027 ) (53,382 ) Other (31 ) (195 ) Net deferred tax liabilities $ (34,246 ) $ (32,173 ) | |
Schedule of Income (Loss) Before Income Taxes, Income Tax (Expense) Benefit and Effective Income Tax Rates | The table below presents our income (loss) before income taxes, income tax (expense) benefit and effective income tax rates for all periods presented: Three Months Ended Nine Months Ended 2020 2019 2020 2019 (In thousands) Income (loss) before income taxes $ 39,574 $ 1,444 $ 70,323 $ (19,051 ) Income tax (expense) benefit (3,217 ) 75 (10,149 ) 4,645 Effective income tax rate 8.1 % 5.2 % 14.4 % 24.4 % |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Segment Reporting [Abstract] | ||
Summary of Financial Information for Each Reportable Segment | The table below summarizes the financial information for each reportable segment: Three Months Nine Months 2020 2019 2020 2019 (In thousands) Net revenue Gaming and Creator Peripherals $ 161,555 $ 70,606 $ 347,531 $ 200,084 Gaming Components and Systems 295,548 213,766 798,497 570,535 Total net revenue $ 457,103 $ 284,372 $ 1,146,028 $ 770,619 Gross Profit Gaming and Creator Peripherals $ 60,010 $ 19,948 $ 120,886 $ 58,234 Gaming Components and Systems 67,934 40,279 190,744 95,600 Total gross profit $ 127,944 $ 60,227 $ 311,630 $ 153,834 | Financial information for each reportable segment was as follows: Year Ended (1) Year Ended (In thousands) Net revenue Gaming and Creator Peripherals $ 233,536 $ 294,141 Gaming Components and Systems 704,017 803,033 Total net revenue $ 937,553 $ 1,097,174 Gross Profit Gaming and Creator Peripherals $ 73,489 $ 81,363 Gaming Components and Systems 119,206 142,924 Total gross profit $ 192,695 $ 224,287 (1) Reclassified to conform with 2019 presentation. |
Summary of Net Revenue By Geographic Region | The following table summarizes our net revenue by geographic region based on the location of the customer: Three Months Nine Months 2020 2019 2020 2019 (In thousands) Net revenue Americas $ 216,982 $ 108,318 $ 517,165 $ 315,200 Europe and Middle East 162,615 114,118 412,349 287,502 Asia Pacific 77,506 61,936 216,514 167,917 Total net revenue $ 457,103 $ 284,372 $ 1,146,028 $ 770,619 | The following table reflects revenue by geographic area by customer location: Year Ended Year Ended (In thousands) Net revenue United States $ 329,179 $ 386,944 Other Americas 57,579 73,312 Europe and Middle East 348,798 406,435 Asia Pacific 201,997 230,483 Total net revenue $ 937,553 $ 1,097,174 |
Summary of Property And Equipment, Net by Country | The following table summarizes property and equipment, net by country: September 30, 2020 December 31, 2019 (In thousands) United States $ 6,532 $ 6,400 China 5,039 4,998 Taiwan 2,668 2,270 Other countries 1,165 1,697 Total property and equipment, net $ 15,404 $ 15,365 | Long-lived assets are comprised primarily of property and equipment, net. The following table presents a summary of property and equipment, net by country: December 31, December 31, (In thousands) United States $ 4,394 $ 6,400 China 6,363 4,998 Taiwan 983 2,270 Other countries 733 1,697 Property and equipment, net $ 12,473 $ 15,365 |
Description of Business and Bas
Description of Business and Basis of Presentation - Additional Information (Detail) $ / shares in Units, $ in Millions | Sep. 26, 2020USD ($)shares | Sep. 25, 2020USD ($)$ / sharesshares | Sep. 15, 2020shares | Sep. 30, 2020Segmentshares | Dec. 31, 2019USD ($)Segmentshares | Dec. 31, 2018USD ($)Segmentshares |
Description Of Business And Basis Of Presentation [Line Items] | ||||||
Stock split ratio | 3.485 | |||||
Common stock, shares outstanding | 84,405,366 | 91,914,000 | 84,079,366 | 75,896,147 | ||
Options outstanding to purchase common stock | 10,029,388 | |||||
Number of reportable segments | Segment | 2 | 2 | 3 | |||
Deferred offering costs | $ | $ 11.8 | $ 5.8 | $ 5.3 | |||
Initial Public Offering | ||||||
Description Of Business And Basis Of Presentation [Line Items] | ||||||
Number of shares sold | 7,500,000 | |||||
Sale of stock, price per share | $ / shares | $ 17 | |||||
Proceeds from issuance of initial public offering, net | $ | $ 118.6 | |||||
Stockholders sale of common stock shares | 6,500,000 | |||||
Stockholders sale of common stock shares price per share | $ / shares | $ 17 | |||||
Underwriters' Option | ||||||
Description Of Business And Basis Of Presentation [Line Items] | ||||||
Stockholders sale of common stock shares | 1,135,375 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 26, 2020 | Jan. 01, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Correction of error, retained earnings increase | $ 3,700,000 | ||||||||
Total restricted cash deposits | $ 3,800,000 | $ 2,300,000 | |||||||
Refund liability | 15,100,000 | ||||||||
Impairment charges | $ 0 | ||||||||
Warranty description | All of the Company's products are covered by warranty to be free from defects in material and workmanship for periods ranging from six months to five years, and for life-time for memory products. | ||||||||
Deferred offering costs | $ 5,800,000 | 5,300,000 | $ 11,800,000 | ||||||
Revenue, performance obligation, payment terms | The Company normally requires payments from customers within 30 to 90 days from invoice date. The Company does not generally modify payment terms on existing receivables. The Company's 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 | ||||||||
Advertising and promotion expenses | $ 4,100,000 | $ 2,600,000 | $ 12,300,000 | $ 7,400,000 | $ 11,300,000 | 8,700,000 | |||
Foreign currency remeasurement gains (losses) | (26,000) | 957,000 | |||||||
Deferred revenue | 3,300,000 | ||||||||
Unearned revenue | 1,300,000 | ||||||||
ROU assets | $ 17,700,000 | ||||||||
Lease liabilities | 26,779,000 | 26,779,000 | $ 17,900,000 | ||||||
Prepaid inventory | 2,100,000 | 2,100,000 | |||||||
Accrued liabilities | $ 2,400,000 | $ 2,400,000 | |||||||
Other (Expense) Income | |||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Foreign currency remeasurement gains (losses) | 1,400,000 | (400,000) | |||||||
Minimum | |||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Annual gross revenue | 1,070,000,000 | ||||||||
ROU assets | 18,000,000 | ||||||||
Lease liabilities | 18,000,000 | ||||||||
Maximum | |||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
ROU assets | 19,000,000 | ||||||||
Lease liabilities | $ 19,000,000 | ||||||||
Foreign Exchange Forward Contract | Minimum | |||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Derivative maturity | 3 months | ||||||||
Foreign Exchange Forward Contract | Maximum | |||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Derivative maturity | 4 months | ||||||||
Interest Rate Cap | |||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Derivative maturity | 2 years | ||||||||
Pension Plan | |||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Contributions | $ 1,100,000 | 900,000 | |||||||
Accounts Receivable | |||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Sales return reserves | 9,400,000 | ||||||||
Customer incentive programs | $ 17,100,000 | ||||||||
Prepaid Expenses and Other Current Assets | |||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Sales return asset | $ 5,700,000 | ||||||||
ASU 2016-13 | |||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Change in accounting principle, accounting standards update, adopted | true | true | |||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 | Jan. 1, 2020 | |||||||
Change in accounting principle, accounting standards update, immaterial effect | true | true | |||||||
ASU 2017-04 | |||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Change in accounting principle, accounting standards update, adopted | true | true | |||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 | Jan. 1, 2020 | |||||||
Change in accounting principle, accounting standards update, immaterial effect | true | true | |||||||
ASU 2018-13 | |||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Change in accounting principle, accounting standards update, adopted | true | true | |||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 | Jan. 1, 2020 | |||||||
Change in accounting principle, accounting standards update, immaterial effect | true | true | |||||||
ASU 2016-02 | |||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Change in accounting principle, accounting standards update, adopted | true | true | |||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 | Jan. 1, 2020 | |||||||
Change in accounting principle, accounting standards update, immaterial effect | true | true | |||||||
ASU 2015-16 | |||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Change in accounting principle, accounting standards update, adopted | true | ||||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2018 | ||||||||
Change in accounting principle, accounting standards update, immaterial effect | true | ||||||||
ASU 2015-17 | |||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Change in accounting principle, accounting standards update, adopted | true | ||||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2018 | ||||||||
Change in accounting principle, accounting standards update, immaterial effect | true | ||||||||
ASU 2016-09 | |||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Change in accounting principle, accounting standards update, adopted | true | ||||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2018 | ||||||||
Change in accounting principle, accounting standards update, immaterial effect | true | ||||||||
ASU 2016-16 | |||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Change in accounting principle, accounting standards update, adopted | true | ||||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2019 | ||||||||
Change in accounting principle, accounting standards update, immaterial effect | true | ||||||||
ASU 2017-01 | |||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Change in accounting principle, accounting standards update, adopted | true | ||||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2019 | ||||||||
Change in accounting principle, accounting standards update, immaterial effect | true | ||||||||
ASU 2017-09 | |||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Change in accounting principle, accounting standards update, adopted | true | ||||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2018 | ||||||||
Change in accounting principle, accounting standards update, immaterial effect | true | ||||||||
ASU 2018-09 | |||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Change in accounting principle, accounting standards update, adopted | true | ||||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2019 | ||||||||
Change in accounting principle, accounting standards update, immaterial effect | true | ||||||||
ASU 2018-15 | |||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Change in accounting principle, accounting standards update, adopted | true | ||||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2019 | ||||||||
Change in accounting principle, accounting standards update, immaterial effect | true | ||||||||
Accounting Standards Update 2019-07 | |||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Change in accounting principle, accounting standards update, adopted | true | ||||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2019 | ||||||||
Change in accounting principle, accounting standards update, immaterial effect | true |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Reconciliation of Cash and Restricted Cash (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | |||||
Cash | $ 116,185 | $ 48,165 | $ 25,639 | ||
Restricted cash-short term | 3,726 | 3,552 | 2,281 | ||
Restricted cash-noncurrent | 230 | 230 | |||
Total cash and restricted cash | $ 120,141 | $ 51,947 | $ 12,129 | $ 27,920 | $ 19,030 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedules of Concentration of Risk (Detail) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accounts Receivable | Customer A | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 34.00% | 35.00% |
Accounts Receivable | Customer B | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 20.00% | 13.00% |
Revenue Benchmark | Customer A | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 25.00% | 22.00% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Property Plant and Equipment Estimated Useful Lives (Detail) | 12 Months Ended |
Dec. 31, 2019 | |
Manufacturing Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 2 years |
Manufacturing Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Computer Equipment Software And Office Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Computer Equipment Software And Office Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Furniture and Fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 2 years |
Furniture and Fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Leasehold Improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | Shorter of lease term or the useful lives of the improvements |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Cumulative Effect of Changes in Combined Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Assets: | ||||
Accounts receivable, net | $ 259,542 | $ 202,334 | $ 122,042 | |
Prepaid expenses and other current assets | 38,014 | 24,696 | 17,298 | |
Deferred Tax Assets | 1,646 | |||
Liability and Stockholders' Equity: | ||||
Other liabilities and accrued expenses | 169,586 | 115,541 | 35,630 | |
Accumulated deficit | $ (45,856) | (106,030) | (93,161) | |
Topic 606 | ||||
Assets: | ||||
Accounts receivable, net | 122,042 | |||
Prepaid expenses and other current assets | 17,298 | |||
Deferred Tax Assets | 445 | |||
Liability and Stockholders' Equity: | ||||
Income Tax Payable | 3,572 | |||
Other liabilities and accrued expenses | 32,058 | |||
Accumulated deficit | $ (93,161) | |||
Topic 606 | Cumulative Effect of Adoption of New Accounting | ||||
Assets: | ||||
Accounts receivable, net | 26,527 | |||
Prepaid expenses and other current assets | 5,674 | |||
Deferred Tax Assets | 746 | |||
Liability and Stockholders' Equity: | ||||
Income Tax Payable | (333) | |||
Other liabilities and accrued expenses | 36,966 | |||
Accumulated deficit | $ (3,686) | |||
Topic 606 | Cumulative Effect, Period of Adoption, Adjusted Balance | ||||
Assets: | ||||
Accounts receivable, net | $ 148,569 | |||
Prepaid expenses and other current assets | 22,972 | |||
Deferred Tax Assets | 1,191 | |||
Liability and Stockholders' Equity: | ||||
Income Tax Payable | 3,239 | |||
Other liabilities and accrued expenses | 69,024 | |||
Accumulated deficit | $ (96,847) |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Summarize Impact of Adopting Topic 606 on Financial Statements (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2017 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||
Net revenue | $ 457,103 | $ 284,372 | $ 1,146,028 | $ 770,619 | $ 1,097,174 | $ 937,553 | |||
Assets: | |||||||||
Accounts receivable, net | 259,542 | 259,542 | 202,334 | 122,042 | |||||
Prepaid and other current assets | 38,014 | 38,014 | 24,696 | 17,298 | |||||
Deferred Tax Assets | 1,646 | ||||||||
Liabilities and Stockholders' Equity | |||||||||
Income tax payable | 8,524 | ||||||||
Other liabilities and accrued expenses | 107,017 | ||||||||
Total stockholders' equity | $ 388,552 | $ 147,216 | $ 388,552 | $ 147,216 | 216,775 | $ 162,702 | $ 240,506 | $ 143,513 | $ 254,661 |
Calculated under Revenue Guidance in Effect before Topic 606 | |||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||
Net revenue | 1,098,018 | ||||||||
Assets: | |||||||||
Accounts receivable, net | 157,934 | ||||||||
Prepaid and other current assets | 13,514 | ||||||||
Deferred Tax Assets | 900 | ||||||||
Liabilities and Stockholders' Equity | |||||||||
Income tax payable | 8,857 | ||||||||
Other liabilities and accrued expenses | 45,825 | ||||||||
Total stockholders' equity | 221,306 | ||||||||
Difference between Revenue Guidance in Effect before and after Topic 606 | |||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||
Net revenue | (844) | ||||||||
Assets: | |||||||||
Accounts receivable, net | 44,400 | ||||||||
Prepaid and other current assets | 11,182 | ||||||||
Deferred Tax Assets | 746 | ||||||||
Liabilities and Stockholders' Equity | |||||||||
Income tax payable | (333) | ||||||||
Other liabilities and accrued expenses | 61,192 | ||||||||
Total stockholders' equity | $ (4,531) |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Financial Assets and Liabilities that Measured at Fair Value (Detail) - Fair Value Recurring Basis - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Liabilities: | |||
Liabilities | $ 5,584 | $ 7,348 | $ 10,579 |
Assets: | |||
Assets | 133 | ||
Level 2 | |||
Liabilities: | |||
Liabilities | 378 | 335 | 131 |
Assets: | |||
Assets | 133 | ||
Level 3 | |||
Liabilities: | |||
Liabilities | 5,206 | 7,013 | 10,448 |
Contingent Consideration Business Acquisition Origin | |||
Liabilities: | |||
Liabilities | 2,078 | 3,964 | |
Contingent Consideration Business Acquisition Origin | Level 3 | |||
Liabilities: | |||
Liabilities | 2,078 | 3,964 | |
Contingent Consideration Business Acquisition Immaterial | |||
Liabilities: | |||
Liabilities | 9 | ||
Contingent Consideration Business Acquisition Immaterial | Level 3 | |||
Liabilities: | |||
Liabilities | 9 | ||
Deferred Cash Consideration Business Acquisition SCUF | |||
Liabilities: | |||
Liabilities | 1,638 | 1,638 | |
Deferred Cash Consideration Business Acquisition SCUF | Level 3 | |||
Liabilities: | |||
Liabilities | 1,638 | 1,638 | |
Deferred Cash Consideration Business Acquisition Origin | |||
Liabilities: | |||
Liabilities | 1,481 | 1,411 | |
Deferred Cash Consideration Business Acquisition Origin | Level 3 | |||
Liabilities: | |||
Liabilities | 1,481 | 1,411 | |
Deferred Cash Consideration in Connection With a Business Acquisition-Elgato | |||
Liabilities: | |||
Liabilities | 10,448 | ||
Deferred Cash Consideration in Connection With a Business Acquisition-Elgato | Level 3 | |||
Liabilities: | |||
Liabilities | 10,448 | ||
Interest Rate Contract | |||
Assets: | |||
Assets | 45 | ||
Interest Rate Contract | Level 2 | |||
Assets: | |||
Assets | 45 | ||
Foreign Exchange Forward Contract | |||
Liabilities: | |||
Liabilities | 378 | 335 | 131 |
Assets: | |||
Assets | 88 | ||
Foreign Exchange Forward Contract | Level 2 | |||
Liabilities: | |||
Liabilities | 378 | $ 335 | $ 131 |
Assets: | |||
Assets | $ 88 |
Fair Value Measurement - Summ_2
Fair Value Measurement - Summary of Financial Assets and Liabilities that Measured at Fair Value (Parenthetical) (Detail) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2019 | Sep. 30, 2020 | Apr. 30, 2020 | Dec. 31, 2018 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Earn out liability | $ 2.4 | |||
Pre-acquisition sales tax liabilities | $ 0.3 | |||
Measure of Change in Fair Value | Sales, General and Administrative | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Reduction in fair value re measurement | $ 0.6 | |||
Revolver | Discount Rate | Level 3 | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Fair value discount rate | 6.50% | 6.50% | 6.60% |
Derivative Financial Instrume_2
Derivative Financial Instruments - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Notional principal amount | $ 465,000,000 | $ 465,000,000 | ||||
Derivative, maturity date | Jun. 30, 2022 | |||||
Net loss for change in fair value of interest rate contracts | 55,000 | $ 500,000 | ||||
Designated as Hedging Instruments | ||||||
Derivative, amount of hedged item | $ 0 | $ 0 | ||||
Other (Expense) Income | ||||||
Fair value gain (loss) recognized | (1,100,000) | $ 900,000 | (1,200,000) | $ 500,000 | (200,000) | 100,000 |
Foreign Exchange Forward Contract | ||||||
Notional principal amount | 21,500,000 | 21,500,000 | $ 18,300,000 | $ 8,000,000 | ||
Interest Rate Cap | ||||||
Notional principal amount | $ 500,000 | $ 500,000 |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) - USD ($) $ in Thousands | Aug. 31, 2020 | Dec. 19, 2019 | Jul. 22, 2019 | Jul. 02, 2018 | Apr. 30, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 23, 2019 | Jun. 02, 2018 | Dec. 31, 2017 |
Date of acquisition | Aug. 31, 2020 | ||||||||||||||
Purchase consideration | $ 1,000 | ||||||||||||||
Purchase consideration paid in cash | 800 | ||||||||||||||
Goodwill | 200 | $ 311,573 | $ 312,750 | $ 311,573 | $ 312,750 | $ 226,679 | $ 203,122 | ||||||||
Sales, general and administrative | 65,321 | $ 39,811 | 175,877 | $ 115,992 | 163,033 | 138,915 | |||||||||
Acquisition related costs | $ 1,100 | $ 300 | $ 800 | $ 1,400 | 2,000 | 1,500 | |||||||||
Purchase consideration, additional cash earn-out on achievement of net revenue targets | 200 | 2,397 | $ 2,397 | $ 10,448 | |||||||||||
Acquisition of intangible assets | 700 | ||||||||||||||
Acquisition of accounts receivable | $ 100 | ||||||||||||||
Weighted-average estimated useful life of acquired intangibles | 3 years 1 month 6 days | 7 years 8 months 12 days | 8 years 4 months 24 days | ||||||||||||
SCUF Acquisition | |||||||||||||||
Date of acquisition | Dec. 19, 2019 | ||||||||||||||
Percentage of equity interest acquired | 100.00% | ||||||||||||||
Purchase consideration | $ 137,800 | ||||||||||||||
Purchase consideration paid in cash | 128,200 | ||||||||||||||
Purchase consideration paid in equity | $ 8,000 | ||||||||||||||
Purchase consideration paid in equity units | 2,110,818 | ||||||||||||||
Purchase consideration paid in equity shares | 1,055,408 | ||||||||||||||
Contingent cash consideration relating to finalization of pre-acquisition of tax liabilities | $ 1,600 | ||||||||||||||
Revenue | $ 6,400 | ||||||||||||||
Net loss | (1,700) | ||||||||||||||
Goodwill | 73,665 | 72,642 | 72,642 | ||||||||||||
Inventory adjustment recognized in cost of revenue | 2,000 | ||||||||||||||
Purchase consideration | 136,300 | ||||||||||||||
Acquisition of intangible assets | 71,890 | ||||||||||||||
Acquisition of accounts receivable | 4,587 | ||||||||||||||
Measurement period adjustment, reduction in purchase price | 1,500 | ||||||||||||||
Measurement period adjustment, reduction in inventory | 500 | ||||||||||||||
Measurement period adjustment, reduction in goodwill | 1,000 | ||||||||||||||
Contingent cash consideration | 1,500 | ||||||||||||||
SCUF Acquisition | Previously Reported | |||||||||||||||
Goodwill | 73,665 | ||||||||||||||
SCUF Acquisition | Cost of Revenue | |||||||||||||||
Inventory adjustment recognized in cost of revenue | $ 1,500 | ||||||||||||||
Origin Acquisition | |||||||||||||||
Purchase consideration | $ 13,800 | ||||||||||||||
Purchase consideration paid in cash | 5,500 | ||||||||||||||
Purchase consideration paid in equity | $ 2,000 | ||||||||||||||
Purchase consideration paid in equity units | 533,333 | ||||||||||||||
Purchase consideration paid in equity shares | 266,667 | ||||||||||||||
Contingent cash consideration relating to finalization of pre-acquisition of tax liabilities | $ 300 | ||||||||||||||
Goodwill | 12,270 | ||||||||||||||
Purchase consideration | 13,500 | ||||||||||||||
Deferred cash consideration payable | 1,400 | ||||||||||||||
Additional cash earn-out on achievement of targets | 4,600 | 4,000 | $ 4,000 | $ 4,600 | |||||||||||
Sales, general and administrative | $ 600 | ||||||||||||||
Acquisition of intangible assets | 1,000 | ||||||||||||||
Acquisition of accounts receivable | 1,379 | ||||||||||||||
Measurement period adjustment, reduction in purchase price | 200 | ||||||||||||||
Measurement period adjustment, reduction in goodwill | 100 | ||||||||||||||
Measurement period adjustment, reduction in other liabilities and accrued expenses | $ 300 | ||||||||||||||
Contingent earn-out liability paid | $ 2,400 | ||||||||||||||
Elgato Acquisition | |||||||||||||||
Purchase consideration | $ 46,600 | $ 9,000 | |||||||||||||
Purchase consideration paid in cash | 30,200 | ||||||||||||||
Purchase consideration paid in equity | $ 6,200 | ||||||||||||||
Purchase consideration paid in equity units | 1,736,521 | ||||||||||||||
Purchase consideration paid in equity shares | 868,260 | ||||||||||||||
Revenue | 25,400 | ||||||||||||||
Net loss | $ 11,000 | ||||||||||||||
Goodwill | $ 23,487 | $ 23,487 | |||||||||||||
Deferred cash consideration payable | 10,200 | ||||||||||||||
Acquisition of intangible assets | $ 19,342 |
Business Combinations - Summary
Business Combinations - Summary of Estimated Fair Value of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Aug. 31, 2020 | Dec. 31, 2019 | Dec. 19, 2019 | Jul. 22, 2019 | Dec. 31, 2018 | Jul. 02, 2018 | Jun. 02, 2018 | Dec. 31, 2017 |
Assets acquired: | |||||||||
Accounts receivable | $ 100 | ||||||||
Identifiable intangible assets | 700 | ||||||||
Liabilities assumed: | |||||||||
Goodwill | $ 311,573 | $ 200 | $ 312,750 | $ 226,679 | $ 203,122 | ||||
SCUF Acquisition | |||||||||
Assets acquired: | |||||||||
Cash | $ 6,947 | ||||||||
Accounts receivable | 4,587 | ||||||||
Inventories | 13,307 | ||||||||
Prepaid and other assets | 1,377 | ||||||||
Identifiable intangible assets | 71,890 | ||||||||
Property and equipment | 2,927 | ||||||||
Other assets | 40 | ||||||||
Liabilities assumed: | |||||||||
Accounts payable | (9,182) | ||||||||
Sales tax payable | (5,533) | ||||||||
Deferred revenue | (3,752) | ||||||||
Other current liabilities and accrued expenses | (8,416) | ||||||||
Deferred tax liabilities | (10,015) | ||||||||
Net identifiable assets acquired | 64,177 | ||||||||
Goodwill | $ 72,642 | 73,665 | |||||||
Net assets acquired | 137,842 | ||||||||
SCUF Acquisition | Preliminary Purchase Allocation | |||||||||
Assets acquired: | |||||||||
Cash | 6,947 | ||||||||
Accounts receivable | 4,587 | ||||||||
Inventories | 12,800 | ||||||||
Prepaid and other assets | 1,377 | ||||||||
Identifiable intangible assets | 71,890 | ||||||||
Property and equipment | 2,927 | ||||||||
Other assets | 40 | ||||||||
Liabilities assumed: | |||||||||
Accounts payable | (9,182) | ||||||||
Sales tax payable | (5,533) | ||||||||
Deferred revenue | (3,752) | ||||||||
Other current liabilities and accrued expenses | (8,416) | ||||||||
Deferred tax liabilities | (10,015) | ||||||||
Net identifiable assets acquired | 63,670 | ||||||||
Goodwill | 72,642 | ||||||||
Net assets acquired | $ 136,312 | ||||||||
Origin Acquisition | |||||||||
Assets acquired: | |||||||||
Cash | $ 376 | ||||||||
Accounts receivable | 1,379 | ||||||||
Inventories | 4,445 | ||||||||
Prepaid and other assets | 309 | ||||||||
Identifiable intangible assets | 1,000 | ||||||||
Property and equipment | 140 | ||||||||
Liabilities assumed: | |||||||||
Accounts payable | (2,670) | ||||||||
Other current liabilities and accrued expenses | (3,033) | ||||||||
Other liabilities, noncurrent | (447) | ||||||||
Net identifiable assets acquired | 1,499 | ||||||||
Goodwill | 12,270 | ||||||||
Net assets acquired | 13,769 | ||||||||
Origin Acquisition | Preliminary Purchase Allocation | |||||||||
Assets acquired: | |||||||||
Cash | 376 | ||||||||
Accounts receivable | 1,379 | ||||||||
Inventories | 4,445 | ||||||||
Prepaid and other assets | 309 | ||||||||
Identifiable intangible assets | 1,000 | ||||||||
Property and equipment | 140 | ||||||||
Liabilities assumed: | |||||||||
Accounts payable | (2,670) | ||||||||
Other current liabilities and accrued expenses | (3,384) | ||||||||
Other liabilities, noncurrent | (447) | ||||||||
Net identifiable assets acquired | 1,148 | ||||||||
Goodwill | 12,353 | ||||||||
Net assets acquired | $ 13,501 | ||||||||
Elgato Acquisition | |||||||||
Assets acquired: | |||||||||
Inventories | $ 4,283 | ||||||||
Prepaid and other assets | 548 | ||||||||
Identifiable intangible assets | 19,342 | ||||||||
Liabilities assumed: | |||||||||
Sales return reserves | (500) | ||||||||
Other current liabilities and accrued expenses | (540) | ||||||||
Net identifiable assets acquired | 23,133 | ||||||||
Goodwill | 23,487 | $ 23,487 | |||||||
Net assets acquired | $ 46,620 |
Business Combinations - Summa_2
Business Combinations - Summary of Components of Identifiable Assets Acquired and Estimated Useful Lives (Detail) - USD ($) $ in Thousands | Aug. 31, 2020 | Dec. 19, 2019 | Jul. 02, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Acquisition of intangible assets | $ 700 | ||||
Weighted-average estimated useful life of acquired intangibles | 3 years 1 month 6 days | 7 years 8 months 12 days | 8 years 4 months 24 days | ||
SCUF Acquisition | |||||
Acquisition of intangible assets | $ 71,890 | ||||
Elgato Acquisition | |||||
Acquisition of intangible assets | $ 19,342 | ||||
Patents | |||||
Weighted-average estimated useful life of acquired intangibles | 7 years 10 months 24 days | ||||
Patents | SCUF Acquisition | |||||
Acquisition of intangible assets | $ 30,500 | ||||
Weighted-average estimated useful life of acquired intangibles | 8 years | ||||
Patents | Elgato Acquisition | |||||
Acquisition of intangible assets | $ 10,769 | ||||
Weighted-average estimated useful life of acquired intangibles | 5 years | ||||
Developed Technology Rights | |||||
Weighted-average estimated useful life of acquired intangibles | 3 years 4 months 24 days | 3 years 3 months 18 days | |||
Developed Technology Rights | SCUF Acquisition | |||||
Acquisition of intangible assets | $ 18,600 | ||||
Weighted-average estimated useful life of acquired intangibles | 6 years | ||||
Developed Technology Rights | Elgato Acquisition | |||||
Acquisition of intangible assets | $ 748 | ||||
Weighted-average estimated useful life of acquired intangibles | 5 years | ||||
Customer Relationships | |||||
Weighted-average estimated useful life of acquired intangibles | 7 years 7 months 6 days | 8 years 8 months 12 days | |||
Customer Relationships | SCUF Acquisition | |||||
Acquisition of intangible assets | $ 590 | ||||
Weighted-average estimated useful life of acquired intangibles | 5 years | ||||
Trade Names | |||||
Weighted-average estimated useful life of acquired intangibles | 14 years 7 months 6 days | 14 years 6 months | |||
Trade Names | SCUF Acquisition | |||||
Acquisition of intangible assets | $ 22,200 | ||||
Weighted-average estimated useful life of acquired intangibles | 15 years | ||||
Trade Names | Elgato Acquisition | |||||
Acquisition of intangible assets | $ 7,825 | ||||
Weighted-average estimated useful life of acquired intangibles | 15 years |
Business Combinations - Summa_3
Business Combinations - Summary of Estimated Fair Value of Assets Acquired and Liabilities Assumed (Parenthetical) (Detail) | Aug. 31, 2020 | Jul. 22, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Weighted-average estimated useful life of acquired intangibles | 3 years 1 month 6 days | 7 years 8 months 12 days | 8 years 4 months 24 days | |
Customer Relationships | ||||
Weighted-average estimated useful life of acquired intangibles | 7 years 7 months 6 days | 8 years 8 months 12 days | ||
Origin Acquisition | Customer Relationships | ||||
Weighted-average estimated useful life of acquired intangibles | 6 years | |||
Preliminary Purchase Allocation | Origin Acquisition | Customer Relationships | ||||
Weighted-average estimated useful life of acquired intangibles | 6 years |
Business Combinations - Busines
Business Combinations - Business Acquisition, Pro Forma Financial Information (Detail) - SCUF Acquisition - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Net revenue | $ 299,130 | $ 815,432 | $ 1,165,502 | $ 1,013,761 |
Net loss | $ (3,101) | $ (25,040) | $ (24,598) | $ (19,362) |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Detail) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2019USD ($)Segment | Dec. 31, 2018USD ($) | |
Number of reporting units | Segment | 4 | |||
Increase in gross amount of intangible assets as result of immaterial acquisition | $ 0.7 | $ 0.7 | ||
Elgato Acquisition | ||||
Increase in gross amount of intangible assets as result of immaterial acquisition | $ 19.3 | |||
Origin Acquisition | ||||
Increase in gross amount of intangible assets as result of immaterial acquisition | $ 1 | |||
SCUF Acquisition | ||||
Increase in gross amount of intangible assets as result of immaterial acquisition | $ 72.2 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Changes in Carrying Amount of Goodwill by Reportable Segment (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Balance | $ 312,750 | $ 226,679 | $ 203,122 |
Addition from business acquisition | 185 | 86,095 | 23,631 |
Measurement period adjustments | (1,070) | ||
Effect of foreign currency exchange rates | (292) | (24) | (74) |
Balance | 311,573 | 312,750 | 226,679 |
Gaming Components and Systems | |||
Balance | 145,375 | 133,063 | 133,045 |
Addition from business acquisition | 12,317 | 57 | |
Measurement period adjustments | (47) | ||
Effect of foreign currency exchange rates | 284 | (5) | (39) |
Balance | 145,612 | 145,375 | 133,063 |
Gaming and Creator Peripherals | |||
Balance | 167,375 | 93,616 | 70,077 |
Addition from business acquisition | 185 | 73,778 | 23,574 |
Measurement period adjustments | (1,023) | ||
Effect of foreign currency exchange rates | (576) | (19) | (35) |
Balance | $ 165,961 | $ 167,375 | $ 93,616 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Summary of Intangible Assets, Net (Detail) - USD ($) $ in Thousands | Aug. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 |
Indefinite-life intangibles, Gross and Net Carrying Amount | $ 35,430 | |||
Weighted Average Remaining Amortization Period in Years | 3 years 1 month 6 days | 7 years 8 months 12 days | 8 years 4 months 24 days | |
Total intangible assets, Gross Carrying Amount | $ 362,216 | $ 288,878 | 361,996 | |
Total finite-life intangibles, Gross Carrying Amount | 326,786 | 252,957 | 326,566 | |
Total finite-life intangibles, Accumulated Amortization | 71,189 | 41,066 | 96,550 | |
Total finite-life intangibles, Net Carrying Amount | 255,597 | 211,891 | 230,016 | |
Total intangible assets, Net Carrying Amount | $ 291,027 | 247,812 | 265,446 | |
Trade Names | ||||
Indefinite-life intangibles, Gross and Net Carrying Amount | 35,430 | |||
In Process Research and Development | ||||
Indefinite-life intangibles, Gross and Net Carrying Amount | $ 491 | |||
Developed Technology Rights | ||||
Weighted Average Useful Life | 4 years 6 months | 3 years 3 months 18 days | ||
Weighted Average Remaining Amortization Period in Years | 3 years 4 months 24 days | 3 years 3 months 18 days | ||
Total finite-life intangibles, Gross Carrying Amount | $ 44,243 | $ 25,153 | 44,883 | |
Total finite-life intangibles, Accumulated Amortization | 17,536 | 10,578 | 21,606 | |
Total finite-life intangibles, Net Carrying Amount | $ 26,707 | $ 14,575 | 23,277 | |
Trade Names | ||||
Weighted Average Useful Life | 15 years | 15 years | ||
Weighted Average Remaining Amortization Period in Years | 14 years 7 months 6 days | 14 years 6 months | ||
Total finite-life intangibles, Gross Carrying Amount | $ 30,253 | $ 7,825 | 30,128 | |
Total finite-life intangibles, Accumulated Amortization | 833 | 261 | 2,388 | |
Total finite-life intangibles, Net Carrying Amount | $ 29,420 | $ 7,564 | 27,740 | |
Customer Relationships | ||||
Weighted Average Useful Life | 10 years | 10 years | ||
Weighted Average Remaining Amortization Period in Years | 7 years 7 months 6 days | 8 years 8 months 12 days | ||
Total finite-life intangibles, Gross Carrying Amount | $ 218,459 | $ 216,869 | 218,456 | |
Total finite-life intangibles, Accumulated Amortization | 50,916 | 29,153 | 67,397 | |
Total finite-life intangibles, Net Carrying Amount | $ 167,543 | $ 187,716 | 151,059 | |
Patents | ||||
Weighted Average Useful Life | 7 years 10 months 24 days | |||
Weighted Average Remaining Amortization Period in Years | 7 years 10 months 24 days | |||
Total finite-life intangibles, Gross Carrying Amount | $ 30,721 | 29,989 | ||
Total finite-life intangibles, Accumulated Amortization | 130 | 3,007 | ||
Total finite-life intangibles, Net Carrying Amount | $ 30,591 | 26,982 | ||
Noncompete Agreements | ||||
Weighted Average Useful Life | 4 years 4 months 24 days | 4 years 4 months 24 days | ||
Weighted Average Remaining Amortization Period in Years | 2 years 7 months 6 days | 3 years 4 months 24 days | ||
Total finite-life intangibles, Gross Carrying Amount | $ 3,110 | $ 3,110 | 3,110 | |
Total finite-life intangibles, Accumulated Amortization | 1,774 | 1,074 | 2,152 | |
Total finite-life intangibles, Net Carrying Amount | $ 1,336 | $ 2,036 | $ 958 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Summary of Recognized Amortization Expense of Intangible Assets (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Amortization of intangible assets | $ 25,344 | $ 23,551 | $ 30,123 | $ 30,893 |
Cost of Revenue | ||||
Amortization of intangible assets | 130 | |||
Product Development | ||||
Amortization of intangible assets | 6,958 | 8,147 | ||
Sales, General and Administrative | ||||
Amortization of intangible assets | $ 23,035 | $ 22,746 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets - Schedule of Estimated Future Amortization Expense of Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
2020 (remaining three months) | $ 8,484 | ||
2020 | 33,938 | $ 33,832 | |
2021 | 33,761 | 33,832 | |
2022 | 32,359 | 33,655 | |
2023 | 30,913 | 32,324 | |
2024 | 31,021 | ||
Thereafter | 90,561 | ||
Thereafter | 90,933 | ||
Total | $ 230,016 | $ 255,597 | $ 211,891 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Accounts Receivable, Net (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Sep. 30, 2020 | Dec. 31, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |||
Accounts receivable | $ 148,917 | $ 260,476 | $ 202,546 |
Allowance for doubtful accounts | (349) | (934) | (212) |
Rebates | (17,119) | ||
Sales return reserves | (9,407) | ||
Accounts receivable, net | $ 122,042 | $ 259,542 | $ 202,334 |
Balance Sheet Components - Su_2
Balance Sheet Components - Summary of Inventories (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Balance Sheet Related Disclosures [Abstract] | |||
Raw materials | $ 29,937 | $ 25,547 | $ 22,514 |
Work in progress | 17,842 | 2,690 | 5,366 |
Finished goods | 162,372 | 122,826 | 121,142 |
Inventories | $ 210,151 | $ 151,063 | $ 149,022 |
Balance Sheet Components - Su_3
Balance Sheet Components - Summary of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | |||
Computer equipment, software and office equipment | $ 35,721 | $ 28,395 | $ 18,885 |
Less: Accumulated depreciation and amortization | (20,317) | (13,030) | (6,412) |
Property and equipment, net | 15,404 | 15,365 | 12,473 |
Manufacturing Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Computer equipment, software and office equipment | 18,939 | 15,291 | 11,917 |
Computer Equipment Software And Office Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Computer equipment, software and office equipment | 9,489 | 6,958 | 4,417 |
Furniture and Fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Computer equipment, software and office equipment | 3,342 | 2,602 | 875 |
Leasehold Improvements | |||
Property, Plant and Equipment [Line Items] | |||
Computer equipment, software and office equipment | $ 3,951 | $ 3,544 | $ 1,676 |
Balance Sheet Components - Su_4
Balance Sheet Components - Summary of Other Liabilities and Accrued Expenses (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Aug. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accrued reserves for customer incentive programs | $ 40,318 | $ 36,582 | |||
Accrued reserves for sales return | 29,805 | 24,610 | |||
Accrued payroll and related expense | 22,474 | 10,638 | $ 8,353 | ||
Deferred and unearned revenue | 4,222 | ||||
Income tax payable | 20,929 | 8,524 | 3,573 | ||
Sales and use taxes and value-added tax liabilities | 8,591 | 995 | |||
Operating lease liabilities, current | [1] | 8,883 | |||
Lease liabilities, current | 0 | 0 | |||
Warranty reserves | 3,991 | 2,581 | |||
Deferred and contingent purchase consideration | $ 200 | 2,397 | 10,448 | ||
Other | 47,177 | 15,986 | 9,680 | ||
Other liabilities and accrued expenses | $ 169,586 | 115,541 | $ 35,630 | ||
Previously Reported | |||||
Other | $ 35,187 | ||||
[1] | The current portion and long-term portion of operating lease liabilities are included in "other liabilities and accrued expenses" and "other liabilities, noncurrent", respectively, on our condensed combined consolidated balance sheets. |
Balance Sheet Components - Su_5
Balance Sheet Components - Summary of Other Liabilities and Accrued Expenses (Parenthetical) (Detail) - USD ($) $ in Millions | Aug. 31, 2020 | Jul. 02, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
(2) As of December 31, 2018, the deferred cash consideration of €9.0 million | $ 1 | |||
Origin earn-out payment target | $ 2.4 | |||
Elgato Acquisition | ||||
(2) As of December 31, 2018, the deferred cash consideration of €9.0 million | $ 46.6 | $ 9 |
Balance Sheet Components - Su_6
Balance Sheet Components - Summary of Warranty Reserve (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Balance Sheet Related Disclosures [Abstract] | ||
Warranty obligation at beginning of period | $ 2,581 | $ 2,570 |
Balance assumed from business combinations | 595 | 167 |
Warranty provision related to products shipped | 5,996 | 2,410 |
Deductions for warranty claims processed | (5,181) | (2,566) |
Warranty obligation at end of period | $ 3,991 | $ 2,581 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Oct. 31, 2017 | Aug. 28, 2017 | Sep. 30, 2020 | Apr. 30, 2019 | Oct. 31, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 |
Debt Instrument [Line Items] | ||||||||||||||
Interest expense | $ 9,980,000 | $ 9,101,000 | $ 28,259,000 | $ 27,044,000 | $ 35,504,000 | $ 32,199,000 | ||||||||
Amortization of issuance costs | 489,000 | 514,000 | 1,401,000 | 1,583,000 | 2,043,000 | 2,258,000 | ||||||||
Amortization of debt issuance costs and debt discounts | $ 1,990,000 | 2,281,000 | $ 2,989,000 | $ 3,420,000 | ||||||||||
First Lien Term Loan | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Line of credit | $ 235,000,000 | $ 115,000,000 | $ 115,000,000 | $ 115,000,000 | $ 10,000,000 | |||||||||
Debt instrument, maturity date | Aug. 28, 2024 | |||||||||||||
Federal funds effective rate | 0.50% | 6.80% | 7.40% | |||||||||||
Debt instrument, description of variable rate basis | One month LIBOR plus | One month LIBOR plus | ||||||||||||
Multiplied percentage on loan repayment | 50.00% | |||||||||||||
Debt issuance costs | $ 2,300,000 | $ 1,000,000 | ||||||||||||
Interest expense | 26,300,000 | 24,400,000 | ||||||||||||
Amortization of debt issuance costs and debt discounts | $ 2,100,000 | 2,500,000 | ||||||||||||
Minimum mandatory repayments of term loans | $ 55,800,000 | |||||||||||||
Voluntary repayments of term loans | $ 30,800,000 | |||||||||||||
Repayments of term loans | $ 2,600,000 | |||||||||||||
First Lien Term Loan | LIBOR | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, variable rate | 1.00% | |||||||||||||
First Lien Term Loan | 2%, Plus Margin Rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, variable rate | 3.50% | |||||||||||||
First Lien Term Loan | 1%, Plus Margin Rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, variable rate | 4.50% | |||||||||||||
First Lien Term Loan | Base Rate | Minimum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, variable rate | 2.75% | |||||||||||||
First Lien Term Loan | Base Rate | Maximum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, variable rate | 3.25% | |||||||||||||
First Lien Term Loan | Eurodollar | Minimum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, variable rate | 3.75% | |||||||||||||
First Lien Term Loan | Eurodollar | Maximum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, variable rate | 4.25% | |||||||||||||
Revolver | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Line of credit | $ 50,000,000 | |||||||||||||
Debt instrument, maturity date | Aug. 28, 2022 | |||||||||||||
Federal funds effective rate | 0.50% | |||||||||||||
Debt instrument, description of variable rate basis | One month LIBOR plus | One month LIBOR plus | ||||||||||||
Debt issuance costs | $ 150,000 | 150,000 | $ 2,000,000 | |||||||||||
Debt issuance costs, net of amortization | 1,100,000 | 1,400,000 | ||||||||||||
Interest expense | 3,300,000 | 2,000,000 | ||||||||||||
Amortization of issuance costs | $ 500,000 | $ 500,000 | ||||||||||||
Revolver | LIBOR | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, variable rate | 1.00% | |||||||||||||
Revolver | 2%, Plus Margin Rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, variable rate | 3.50% | |||||||||||||
Revolver | 1%, Plus Margin Rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, variable rate | 4.50% | |||||||||||||
Revolver | Base Rate | Minimum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, variable rate | 2.75% | |||||||||||||
Revolver | Base Rate | Maximum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, variable rate | 3.25% | |||||||||||||
Revolver | Eurodollar | Minimum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, variable rate | 3.75% | |||||||||||||
Revolver | Eurodollar | Maximum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, variable rate | 4.25% | |||||||||||||
Second Lien Term Loan | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Line of credit | $ 65,000,000 | |||||||||||||
Debt instrument, maturity date | Aug. 28, 2025 | |||||||||||||
Federal funds effective rate | 11.40% | 11.90% | ||||||||||||
Debt issuance costs | $ 2,200,000 | |||||||||||||
Interest expense | $ 5,900,000 | $ 5,700,000 | ||||||||||||
Principal amount, decrease by amount | $ (15,000,000) | |||||||||||||
Amortization of debt issuance costs and debt discounts | $ 400,000 | $ 300,000 | ||||||||||||
Repayments of term loans | $ 50,000,000 | |||||||||||||
Second Lien Term Loan | Base Rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, variable rate | 7.25% | |||||||||||||
Debt instrument, variable rate increase | 0.25% | |||||||||||||
Second Lien Term Loan | Eurodollar | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, variable rate | 8.25% | |||||||||||||
Debt instrument, variable rate increase | 0.25% |
Debt - Summary of Carrying Valu
Debt - Summary of Carrying Value of First Lien and Second Lien Term Loan (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 28, 2017 |
Debt Instrument [Line Items] | ||||
Principal amount outstanding | $ 376,938 | $ 517,332 | ||
Carrying amount | 370,090 | |||
First Lien Term Loan | ||||
Debt Instrument [Line Items] | ||||
Principal amount outstanding | 376,938 | 467,332 | $ 356,300 | |
Less: Debt discount, net of amortization | (2,623) | (3,850) | (3,538) | |
Less: Debt issuance costs, net of amortization | (4,225) | (5,825) | (4,804) | |
Carrying amount | $ 370,090 | $ 457,657 | $ 347,958 | |
Effective Interest rate | 6.80% | 7.40% | 0.50% | |
Second Lien Term Loan | ||||
Debt Instrument [Line Items] | ||||
Principal amount outstanding | $ 50,000 | $ 50,000 | ||
Less: Debt discount, net of amortization | (471) | (572) | ||
Less: Debt issuance costs, net of amortization | (1,374) | (1,669) | ||
Carrying amount | $ 48,155 | $ 47,759 | ||
Effective Interest rate | 11.40% | 11.90% |
Debt - Summary of Draws and Rep
Debt - Summary of Draws and Repayment of Revolver (Detail) - Revolver - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Line of Credit Facility [Line Items] | ||
Beginning balance | $ 27,000 | |
Draws | 475,300 | $ 364,300 |
Repayments | $ (502,300) | (337,300) |
Ending balance | $ 27,000 |
Debt - Summary of Interest Expe
Debt - Summary of Interest Expense Recognized for First Lien and Second Lien (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||||||
Amortization of debt discount | $ 219 | $ 216 | $ 672 | $ 700 | $ 946 | $ 1,046 |
Amortization of debt issuance costs | 489 | 514 | 1,401 | 1,583 | 2,043 | 2,258 |
Loss on debt extinguishment | 2,864 | 3,256 | ||||
Total interest expense recognized | 9,980 | 9,101 | 28,259 | 27,044 | 35,504 | 32,199 |
First Lien and Second Lien Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Contractual interest expense | $ 6,408 | 7,582 | 22,914 | 22,662 | 29,757 | 27,395 |
Revolver | ||||||
Debt Instrument [Line Items] | ||||||
Contractual interest expense | $ 789 | $ 16 | $ 2,099 | 2,758 | 1,500 | |
Amortization of debt issuance costs | 500 | 500 | ||||
Total interest expense recognized | $ 3,300 | $ 2,000 |
Debt - Summary of Estimated Fut
Debt - Summary of Estimated Future Principal Payments under Total Long-term Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | |||
2020 | $ 4,771 | ||
2020 (remaining three months) | $ 0 | ||
2021 | 4,771 | ||
2022 | 4,771 | ||
2023 | 4,771 | ||
2024 | 376,938 | 448,248 | |
Thereafter | 50,000 | ||
Total debt | 376,938 | 517,332 | |
Less: Discount and debt issuance costs | (6,848) | (11,520) | |
Less: Current portion of debt, net | (2,364) | ||
Carrying amount | 370,090 | ||
Debt, net | $ 370,090 | $ 503,448 | $ 394,106 |
Commitments and Contingencies -
Commitments and Contingencies - Future Minimum Lease Payments Under Non-cancelable Operating Leases (Detail) $ in Thousands | Dec. 31, 2019USD ($) |
Lease Abstract | |
2020 | $ 7,525 |
2021 | 5,786 |
2022 | 2,701 |
2023 | 1,584 |
2024 | 1,025 |
Thereafter | 0 |
Total | $ 18,621 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Detail) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020USD ($)Claim | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Loss Contingencies [Line Items] | |||
Rent expense | $ 7,300,000 | $ 6,200,000 | |
Non-cancelable purchase commitments | $ 103,100,000 | 44,100,000 | |
Letters of credit outstanding, amount | 2,000,000 | 1,500,000 | $ 1,000,000 |
Line of credit facility, current borrowing capacity | $ 0 | ||
Loss contingency, claims settled, number | Claim | 0 | ||
Loan Purchase Commitments | |||
Loss Contingencies [Line Items] | |||
Non-cancelable purchase commitments | $ 1,900,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) $ / shares in Units, $ in Thousands | Sep. 15, 2020$ / sharesshares | Dec. 19, 2019USD ($)shares | Mar. 29, 2018USD ($) | Mar. 31, 2018USD ($) | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Sep. 25, 2020$ / sharesshares |
Capital Unit [Line Items] | |||||||||
Cash dividend | $ | $ 85,000 | ||||||||
Stock issued, value | $ | $ 53,500 | $ 106,730 | $ 106,730 | $ 53,500 | |||||
Authorized shares of common stock for issuance | 100,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | 100,000,000 | 300,000,000 | |||
Authorized shares of common stock for issuance, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Stock split ratio | 3.485 | ||||||||
Common stock shares outstanding | 84,405,366 | 91,914,000 | 91,914,000 | 84,079,366 | 75,896,147 | ||||
Authorized shares of common stock for issuance | 100,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | 100,000,000 | 300,000,000 | |||
Authorized shares of preferred stock for issuance | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | |||||
Authorized shares of common stock for issuance, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Authorized shares of preferred stock for issuance, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Preferred stock shares outstanding | 0 | ||||||||
SCUF Acquisition | |||||||||
Capital Unit [Line Items] | |||||||||
Stock issued, value | $ | $ 10,000 | ||||||||
Parent | |||||||||
Capital Unit [Line Items] | |||||||||
Cash dividend | $ | $ 85,000 | ||||||||
Stock issued | 14,092,098 | 2,644,151 | 1,736,521 | ||||||
Stock issued, value | $ | $ 10,000 | $ 6,200 | |||||||
Parent | SCUF Acquisition | |||||||||
Capital Unit [Line Items] | |||||||||
Stock issued | 2,644,151 | ||||||||
Common Stock | |||||||||
Capital Unit [Line Items] | |||||||||
Stock issued | 7,500,000 | 7,500,000 | 7,046,049 | ||||||
Stock issued, value | $ | $ 1 | $ 1 | |||||||
Common Stock | Shares Equivalent After Conversion | |||||||||
Capital Unit [Line Items] | |||||||||
Stock issued | 7,046,049 | ||||||||
Common Stock | Shares Equivalent After Conversion | SCUF Acquisition | |||||||||
Capital Unit [Line Items] | |||||||||
Stock issued | 1,322,075 | ||||||||
Common Stock | Parent | Shares Equivalent After Conversion | |||||||||
Capital Unit [Line Items] | |||||||||
Stock issued | 1,322,075 | 868,260 |
Equity Incentive Plans and St_3
Equity Incentive Plans and Stock-Based Compensation - Additional Information (Detail) - USD ($) | Nov. 07, 2019 | Mar. 29, 2018 | Mar. 31, 2018 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 17, 2020 | Jan. 03, 2020 | Aug. 12, 2019 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Exercise price of modified unit awards | $ 0.56 | ||||||||
Modified exercise price of unit awards | 14,570,000 | ||||||||
Incremental stock-based compensation expense | $ 4,800,000 | ||||||||
Remaining requisite service period years from the modification date. | 4 years 1 month 6 days | ||||||||
Weighted average grant-date fair value stock options granted | $ 8.59 | $ 7.78 | $ 7.23 | ||||||
Unrecognized stock-based compensation costs related to unvested stock | $ 15,400,000 | $ 13,200,000 | $ 13,100,000 | ||||||
Expected Dividend Rate | 0.00% | ||||||||
Cash dividend | $ 85,000,000 | ||||||||
Number of options granted | 1,875,161 | 1,935,000 | 737,500 | ||||||
Issuance of common stock for stock option exercises | 306,000 | 34,000 | 3,250 | ||||||
Common stock percentage | 85.00% | ||||||||
Separation Agreement with an Executive | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Incremental stock-based compensation expense | $ 400,000 | ||||||||
Separation agreement included cash compensation | $ 700,000 | ||||||||
Parent | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Cash dividend | $ 85,000,000 | ||||||||
Stock Options | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Weighted average grant-date fair value stock options granted | $ 2.88 | $ 2.51 | |||||||
Expected to be recognized weighted average period | 3 years 3 months 18 days | 3 years 5 months 23 days | 3 years 9 months 10 days | ||||||
Restricted Stock Units (RSUs) | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Unrecognized stock-based compensation costs related to unvested stock | $ 100,000 | ||||||||
Expected to be recognized weighted average period | 1 year | ||||||||
Share-based compensation, exercise price | $ 17 | ||||||||
2017 Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock options granted | 7,285,000 | ||||||||
Number of options granted | 0 | ||||||||
2020 Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Common stock reserved for issuance | 5,125,000 | ||||||||
Number of shares available for grant | 4,941,580 | ||||||||
Share-based compensation, effective date | Sep. 22, 2020 | ||||||||
Share-based compensation, description | Plan reserve increases annually on January 1 of each calendar year, starting on January 1, 2021 through January 1, 2030, by an amount equal to the lesser of (a) 4% of the shares outstanding on the last day of the immediately preceding fiscal year | ||||||||
Common stock shares reserved outstanding percentage | 4.00% | ||||||||
2020 Plan | Maximum | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Issuance of common stock for stock option exercises | 75,000,000 | ||||||||
2017 Plan and the 2020 Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share-based compensation, exercise price | $ 0 | ||||||||
Share-based compensation, expiration period | 10 years | ||||||||
2017 Plan and the 2020 Plan | Maximum | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share-based compensation, vesting period | 5 years | ||||||||
2017 Plan and the 2020 Plan | Minimum | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share-based compensation, vesting period | 4 years | ||||||||
2020 Employee Stock Purchase Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Common stock reserved for issuance | 1,025,000 | ||||||||
Share-based compensation, effective date | Sep. 22, 2020 | ||||||||
Share-based compensation, description | The ESPP reserve increases annually on January 1 of each calendar year, starting on January 1, 2021 through January 1, 2030, by an amount equal to the lesser of (a) 1% of the shares outstanding on the last day of the immediately preceding fiscal year | ||||||||
Common stock shares reserved outstanding percentage | 1.00% | ||||||||
Employee stock purchase plan description | The option purchase price will be the lower of 85% of the closing trading price per share of our common stock on the first trading date of an offering period in which a participant is enrolled or 85% of the closing trading price per share on the purchase date, which will occur on the last trading day of each offering period. | ||||||||
Maximum number of shares participant expected to purchase | 30,000 | ||||||||
Minimum fair market value of shares of common stock | $ 25,000 | ||||||||
2020 Employee Stock Purchase Plan | Maximum | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Issuance of common stock for stock option exercises | 20,000,000 | ||||||||
Employee stock purchase plan offering period | 27 months | ||||||||
Employees participate through payroll deductions percentage | 15.00% | ||||||||
2020 Employee Stock Purchase Plan | Minimum | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Employees participate through payroll deductions percentage | 1.00% | ||||||||
Equity Option Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Common stock reserved for issuance | 16,666,667 | ||||||||
Stock option exercise description | No options will be exercisable more than 10 years after the date of grant. An exercise price per unit may not be less than 100% of the fair market value per unit on the date of grant. | ||||||||
Options generally vest | 20.00% | ||||||||
Share-based compensation, vesting period | 5 years | ||||||||
Number of shares available for grant | 512,167 | 1,150,167 | |||||||
Equity Option Plan | Parent | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Common stock reserved for issuance | 1,500,000 | ||||||||
Equity Option Plan | Subsequent Event | Parent | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Common stock reserved for issuance | 650,000 | 1,500,000 |
Equity Incentive Plans and St_4
Equity Incentive Plans and Stock-Based Compensation - Summary of Stock Option Activities and Related Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Payment Arrangement [Abstract] | ||||
Outstanding Stock Options, Beginning balance | 8,790,000 | 7,703,000 | 7,150,000 | |
Options granted | 1,875,161 | 1,935,000 | 737,500 | |
Options exercised | (306,000) | (34,000) | (3,250) | |
Options forfeited/cancelled | (164,000) | (814,000) | (181,250) | |
Outstanding Stock Options, Ending balance | 10,195,161 | 8,790,000 | 7,703,000 | 7,150,000 |
Stock Options, Vested and exercisable | 4,045,117 | 2,845,500 | ||
Weighted-Average Exercise Price Per Share, Beginning balance | $ 4.86 | $ 4.18 | $ 4.98 | |
Options granted | 8.59 | 7.78 | 7.23 | |
Options exercised | 4.05 | 3.63 | 2.97 | |
Options forfeited/cancelled | 6.30 | 5.34 | 4.80 | |
Weighted-Average Exercise Price Per Share, Ending balance | 5.55 | 4.86 | $ 4.18 | $ 4.98 |
Weighted-Average Exercise Price Per Share, Vested and exercisable | $ 4.31 | $ 4 | ||
Weighted-Average Remaining Contractual Term | 7 years 10 months 24 days | 8 years 1 month 6 days | 8 years 10 months 24 days | 9 years 10 months 24 days |
Weighted -Average Remaining Contractual Term Vested and exercisable | 7 years 2 months 12 days | 7 years 2 months 12 days | ||
Aggregate Intrinsic Value, Balance | $ 67,698 | $ 24,949 | $ 19,615 | $ 6,006 |
Aggregate Intrinsic Value, Vested and exercisable | $ 31,534 | $ 10,489 |
Equity Incentive Plans and St_5
Equity Incentive Plans and Stock-Based Compensation - Summary of Stock-based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 1,631 | $ 867 | $ 4,286 | $ 2,813 | $ 3,848 | $ 2,751 |
Cost of Revenue | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | 60 | 52 | 192 | 145 | 197 | 162 |
Sales, General and Administrative | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | 1,414 | 672 | 3,634 | 2,251 | 3,084 | 2,182 |
Product Development | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 157 | $ 143 | $ 460 | $ 417 | $ 567 | $ 407 |
Equity Incentive Plans and St_6
Equity Incentive Plans and Stock-Based Compensation - Summary of Valuation Assumptions of Fair Value of Stock Options on Date of Grant (Detail) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | ||||||
Weighted average grant date fair value of common stock (per share) | $ 16.38 | $ 7.55 | $ 8.60 | $ 7.46 | $ 7.59 | $ 6.88 |
Expected term (years) | 6 years 1 month 2 days | 6 years 6 months | 6 years 4 months 13 days | 6 years 5 months 23 days | 6 years 5 months 23 days | 6 years 5 months 23 days |
Expected volatility, minimum | 41.70% | 34.50% | 35.80% | 34.30% | 34.30% | 33.40% |
Expected volatility, maximum | 44.00% | 34.90% | 44.00% | 34.90% | 36.10% | 35.00% |
Range of risk-free interest rate, minimum | 0.30% | 1.40% | 0.30% | 1.40% | 1.40% | 2.70% |
Range of risk-free interest rate, maximum | 0.40% | 1.90% | 1.80% | 2.60% | 2.60% | 3.10% |
Net Loss (Loss) Per Share - Com
Net Loss (Loss) Per Share - Computation of Basic and Diluted Net Income (Loss) Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator | ||||||
Net income (loss), basic and diluted | $ 36,357 | $ 1,519 | $ 60,174 | $ (14,406) | $ (8,394) | $ (13,720) |
Denominator | ||||||
Weighted-average shares used to compute net income (loss) per share, basic | 84,870,837 | 75,939,443 | 84,352,415 | 75,928,057 | 76,223,451 | 75,457,693 |
Effect of dilutive options | 5,213,112 | 1,944,311 | 3,146,104 | |||
Weighted-average shares used to compute net income (loss) per share, diluted | 90,083,949 | 77,883,754 | 87,498,519 | 75,928,057 | 76,223,451 | 75,457,693 |
Net income (loss) per share: | ||||||
Basic | $ 0.43 | $ 0.02 | $ 0.71 | $ (0.19) | $ (0.11) | $ (0.18) |
Diluted | $ 0.40 | $ 0.02 | $ 0.69 | $ (0.19) | $ (0.11) | $ (0.18) |
Net Loss (Loss) Per Share - C_2
Net Loss (Loss) Per Share - Computation of Basic and Diluted Net Income (Loss) Per Share (Parenthetical) (Detail) - shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of loss per share amount | 1,673,618 | 2,647,008 | |
Stock Options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of loss per share amount | 1,800,000 | 1,900,000 | 1,300,000 |
Weighted-Average Outstanding Se
Weighted-Average Outstanding Securities Considered Anti-dilutive and Excluded from the Computation of Diluted Net Income (Loss) Per Share (Detail) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | ||
Antidilutive securities excluded from computation of loss per share amount | 1,673,618 | 2,647,008 |
Income Taxes - Component of Inc
Income Taxes - Component of Income (Loss) Before Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||||
Domestic | $ (18,407) | $ (15,887) | ||||
Foreign operations | 5,008 | 5,180 | ||||
Income (loss) before income taxes | $ 39,574 | $ 1,444 | $ 70,323 | $ (19,051) | $ (13,399) | $ (10,707) |
Income Taxes - Components of In
Income Taxes - Components of Income Tax (Expense) Benefit (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||||
Current federal taxes | $ (2,177) | $ (1,029) | ||||
Deferred federal taxes | 5,948 | (209) | ||||
Current state taxes | (529) | (113) | ||||
Deferred state taxes | 1,421 | (64) | ||||
Current foreign taxes | (3,824) | (4,888) | ||||
Deferred foreign taxes | 4,166 | 3,290 | ||||
Income tax (expense) benefit | $ (3,217) | $ 75 | $ (10,149) | $ 4,645 | $ 5,005 | $ (3,013) |
Income Taxes - Income Tax (Expe
Income Taxes - Income Tax (Expense) Benefit Differs from the Amount which would Result by applying the Applicable Statutory Deferral Rate to Income before Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||||
Provision at federal statutory rate | $ 2,814 | $ 1,581 | ||||
State taxes | 911 | 423 | ||||
Change in valuation allowance | 719 | (5,411) | ||||
Expired capital losses and tax credits | 368 | |||||
Foreign rate differential | 300 | 439 | ||||
Net operating loss | 2,557 | |||||
Effect of change in tax rate on deferred tax assets | (469) | (245) | ||||
Tax on undistributed foreign earnings | (1,520) | |||||
Other | (307) | (168) | ||||
Income tax (expense) benefit | $ (3,217) | $ 75 | $ (10,149) | $ 4,645 | $ 5,005 | $ (3,013) |
Income Taxes - Components of Co
Income Taxes - Components of Company's Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Accrued expenses and reserves | $ 12,516 | $ 3,368 |
Equity-based compensation | 1,720 | 825 |
NOL and capital losses | 14,461 | 12,917 |
Interest expense carryover | 3,628 | 1,613 |
Tax credits | 1,339 | 2,124 |
Cumulative transaction adjustment | 355 | 300 |
Total deferred tax assets | 34,019 | 21,147 |
Less valuation allowance | (12,615) | (13,335) |
Deferred tax liabilities: | ||
Intangible assets | (53,382) | (42,027) |
Other | (195) | (31) |
Net deferred tax liabilities | $ (32,173) | $ (34,246) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2017 | Dec. 31, 2018 | |
Income Taxes Disclosure [Line Items] | ||||||||
Valuation allowance | $ 12,615 | $ 13,335 | ||||||
Percent of adjusted taxable income | 30.00% | |||||||
Interest expense subject to limitation | $ 2,500 | |||||||
Percentage of bonus depreciation allowance | 100.00% | |||||||
Bonus depreciation deduction for the current year | $ 2,600 | |||||||
Unrealized tax benefits | $ 600 | $ 600 | 700 | |||||
Unrecognized tax benefits will favorably impact effective tax rate in future periods | 400 | |||||||
Unrecognized tax benefits expects to reduce in the next 12 months | $ 400 | |||||||
Additional income tax benefits resulting from enactment of CARES act | $ 600 | |||||||
Effective income tax rate | 8.10% | 5.20% | 14.40% | 24.40% | ||||
Tax benefit | $ 4,300 | $ 1,500 | $ 4,300 | |||||
One-time benefit from change in tax law resulting from enactment of CARES act | $ 600 | |||||||
Earliest Tax Year | ||||||||
Income Taxes Disclosure [Line Items] | ||||||||
Open Tax Year | 2013 | |||||||
Latest Tax Year | ||||||||
Income Taxes Disclosure [Line Items] | ||||||||
Open Tax Year | 2018 | |||||||
Previously Reported | ||||||||
Income Taxes Disclosure [Line Items] | ||||||||
Unrealized tax benefits | $ 500 | |||||||
Federal | ||||||||
Income Taxes Disclosure [Line Items] | ||||||||
Net operating loss carryforwards | $ 31,300 | |||||||
Operating loss carryforwards expiration year | 2037 | |||||||
State | ||||||||
Income Taxes Disclosure [Line Items] | ||||||||
Net operating loss carryforwards | $ 29,800 | |||||||
Operating loss carryforwards expiration year | 2031 | |||||||
Foreign | ||||||||
Income Taxes Disclosure [Line Items] | ||||||||
Net operating loss carryforwards | $ 18,200 | |||||||
Operating loss carryforwards expiration year | 2021 | |||||||
Service in 2023 | ||||||||
Income Taxes Disclosure [Line Items] | ||||||||
Percentage of bonus depreciation allowance | 80.00% | |||||||
Service in 2024 | ||||||||
Income Taxes Disclosure [Line Items] | ||||||||
Percentage of bonus depreciation allowance | 60.00% | |||||||
Service in 2025 | ||||||||
Income Taxes Disclosure [Line Items] | ||||||||
Percentage of bonus depreciation allowance | 40.00% | |||||||
Service in 2026 | ||||||||
Income Taxes Disclosure [Line Items] | ||||||||
Percentage of bonus depreciation allowance | 20.00% |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Oct. 23, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | |||||||
Rent expense | $ 7,300,000 | $ 6,200,000 | |||||
EagleTree-Carbide (GP), LLC | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction, expenses incurred | $ 21,000 | $ 33,000 | $ 100,000 | $ 100,000 | 300,000 | 300,000 | |
Related party transaction, unpaid amount | 21,000 | 21,000 | 100,000 | 100,000 | |||
Director | |||||||
Related Party Transaction [Line Items] | |||||||
Cash paid for inventory | $ 25,300,000 | ||||||
Related party transaction, expenses incurred | 30,000 | $ 8,000 | 92,000 | $ 55,000 | 100,000 | 100,000 | |
Related party transaction, unpaid amount | 44,000 | 44,000 | 16,000 | ||||
Director | Consulting Fees | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction, unpaid amount | 30,000 | 30,000 | |||||
Affiliated Entity and Director | |||||||
Related Party Transaction [Line Items] | |||||||
Second lien term loan balance held by all related parties | $ 0 | $ 0 | 5,800,000 | 7,600,000 | |||
Chief Executive Officer | |||||||
Related Party Transaction [Line Items] | |||||||
Rent expense | 54,000 | 54,000 | |||||
Security deposit for the lease | 5,000 | ||||||
Unpaid rent balance included in the accounts payable | $ 0 | 5,000 | |||||
Percentage of principal balance | 50.00% | ||||||
Affiliated Entity And Chief Executive Officer | |||||||
Related Party Transaction [Line Items] | |||||||
Outstanding principal balance | $ 4,000,000 | ||||||
Unrelated third party | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of principal balance | 50.00% |
Segment and Geographic Inform_3
Segment and Geographic Information - Additional Information (Detail) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020SegmentCustomer | Dec. 31, 2019Segment | Dec. 31, 2018Segment | |
Segment Reporting [Abstract] | |||
Number of reportable segments | Segment | 2 | 2 | 3 |
Number of customer for more than minimum threshold percentage of revenue | Customer | 1 |
Segment and Geographic Inform_4
Segment and Geographic Information - Summary of Financial Information for Each Reportable Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | ||||||
Net revenue | $ 457,103 | $ 284,372 | $ 1,146,028 | $ 770,619 | $ 1,097,174 | $ 937,553 |
Total gross profit | 127,944 | 60,227 | 311,630 | 153,834 | 224,287 | 192,695 |
Gaming and Creator Peripherals | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenue | 161,555 | 70,606 | 347,531 | 200,084 | 294,141 | 233,536 |
Total gross profit | 60,010 | 19,948 | 120,886 | 58,234 | 81,363 | 73,489 |
Gaming Components and Systems | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenue | 295,548 | 213,766 | 798,497 | 570,535 | 803,033 | 704,017 |
Total gross profit | $ 67,934 | $ 40,279 | $ 190,744 | $ 95,600 | $ 142,924 | $ 119,206 |
Segment and Geographic Inform_5
Segment and Geographic Information - Summary of Net Revenue By Geographic Region (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | ||||||
Net revenue | $ 457,103 | $ 284,372 | $ 1,146,028 | $ 770,619 | $ 1,097,174 | $ 937,553 |
Americas | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenue | 216,982 | 108,318 | 517,165 | 315,200 | ||
Europe and Middle East | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenue | 162,615 | 114,118 | 412,349 | 287,502 | 406,435 | 348,798 |
Asia Pacific | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenue | $ 77,506 | $ 61,936 | $ 216,514 | $ 167,917 | 230,483 | 201,997 |
United States | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenue | 386,944 | 329,179 | ||||
Other Americas | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenue | $ 73,312 | $ 57,579 |
Segment and Geographic Inform_6
Segment and Geographic Information - Summary of Property And Equipment, Net by Country (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Segment Reporting Information [Line Items] | |||
Property and equipment, net | $ 15,404 | $ 15,365 | $ 12,473 |
United States | |||
Segment Reporting Information [Line Items] | |||
Property and equipment, net | 6,532 | 6,400 | 4,394 |
China | |||
Segment Reporting Information [Line Items] | |||
Property and equipment, net | 5,039 | 4,998 | 6,363 |
Taiwan | |||
Segment Reporting Information [Line Items] | |||
Property and equipment, net | 2,668 | 2,270 | 983 |
Other Countries | |||
Segment Reporting Information [Line Items] | |||
Property and equipment, net | $ 1,165 | $ 1,697 | $ 733 |
Balance Sheet Components - Su_7
Balance Sheet Components - Summary of Cash and Restricted Cash (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Balance Sheet Related Disclosures [Abstract] | |||||
Cash | $ 116,185 | $ 48,165 | $ 25,639 | ||
Restricted cash-short term | 3,726 | 3,552 | 2,281 | ||
Restricted cash-noncurrent | 230 | 230 | |||
Total cash and restricted cash | $ 120,141 | $ 51,947 | $ 12,129 | $ 27,920 | $ 19,030 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Detail) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020USD ($)Customer | Dec. 31, 2019USD ($)Customer | |
Concentration Risk [Line Items] | ||
Deferred revenue, current | $ 1.1 | $ 3.3 |
Deferred revenue, long-term portion | 0.4 | 0.4 |
Unearned revenue consists of payments received from customer | $ 4.1 | $ 1.3 |
Credit Concentration Risk | Accounts Receivable | ||
Concentration Risk [Line Items] | ||
Number of customers | Customer | 2 | 2 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Changes in Warranty Obligations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Beginning of the period | $ 5,005 | $ 2,776 | $ 3,991 | $ 2,581 |
Balance assumed from business combinations | 223 | 223 | ||
Warranty provision related to products shipped | 1,518 | 1,395 | 4,928 | 4,231 |
Deductions for warranty claims processed | (1,400) | (1,338) | (3,796) | (3,979) |
End of period | $ 5,123 | $ 3,056 | $ 5,123 | $ 3,056 |
Equity Incentive Plans and St_7
Equity Incentive Plans and Stock-Based Compensation - Summary of RSUs Activities and Related Information (Detail) - Restricted Stock Units (RSUs) | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested RSUs, Granted | shares | 17,647 |
Unvested RSUs, Vested | shares | (8,823) |
Unvested RSUs, Ending balance | shares | 8,824 |
Weighted-Average Grant Date Fair Value Per Share, Granted | $ / shares | $ 17 |
Weighted-Average Grant Date Fair Value Per Share, Vested | $ / shares | 17 |
Weighted-Average Grant Date Fair Value Per Share, Ending balance | $ / shares | $ 17 |
Net Loss (Loss) Per Share - Add
Net Loss (Loss) Per Share - Additional Information (Detail) - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of loss per share amount | 1,673,618 | 2,647,008 | ||||
Stock Options and RSUs | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of loss per share amount | 22,000 | 1,200,000 | 2,100,000 | 1,700,000 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income (Loss) Before Income Taxes, Income Tax (Expense) Benefit and Effective Income Tax Rates (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||||
Income (loss) before income taxes | $ 39,574 | $ 1,444 | $ 70,323 | $ (19,051) | $ (13,399) | $ (10,707) |
Income tax (expense) benefit | $ (3,217) | $ 75 | $ (10,149) | $ 4,645 | $ 5,005 | $ (3,013) |
Effective income tax rate | 8.10% | 5.20% | 14.40% | 24.40% |
Leases -Summary of Components o
Leases -Summary of Components of Lease Expenses (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Leases [Abstract] | ||
Operating lease expense | $ 2,739 | $ 6,932 |
Variable lease expense | 2,226 | 4,657 |
Total lease expense | $ 4,965 | $ 11,589 |
Leases- Additional Information
Leases- Additional Information (Detail) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($) | |
Leases [Abstract] | ||
Payments for operating leases | $ 2.6 | $ 6.7 |
Weighted average remaining lease term | 3 years 7 months 6 days | 3 years 7 months 6 days |
Weighted average discount rate, percent | 4.00% | 4.00% |
Leases - Schedule of Future Und
Leases - Schedule of Future Undiscounted Cash Flows Related To Operating Lease Payments (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Jan. 01, 2020 | |
Leases [Abstract] | |||
2020 (remaining three months) | $ 2,310 | ||
2021 | 9,072 | ||
2022 | 6,372 | ||
2023 | 5,172 | ||
2024 | 3,999 | ||
Thereafter | 1,987 | ||
Total future lease payments | 28,912 | ||
Less: Imputed interest | (2,133) | ||
Present value of operating lease liabilities | 26,779 | $ 17,900 | |
Operating lease liabilities, current | [1] | 8,883 | |
Long-term operating lease liabilities | [1] | $ 17,896 | |
[1] | The current portion and long-term portion of operating lease liabilities are included in "other liabilities and accrued expenses" and "other liabilities, noncurrent", respectively, on our condensed combined consolidated balance sheets. |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments Under Non-cancelable Operating Leases (Detail) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 7,525 |
2021 | 5,786 |
2022 | 2,701 |
2023 | 1,584 |
2024 | 1,025 |
Total | $ 18,621 |