# Corsair Gaming, Inc.: Form 10-Q for the period ended Mar 31, 2025

- Company: [Corsair Gaming, Inc.](/companies/crsr.md) (CIK 1743759)
- Form: 10-Q
- Filed: 2025-05-07
- Accepted by EDGAR: May 6, 2025, 21:35 ET
- Period: 2025-03-31
- Accession: 0000950170-25-064667
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1743759/000095017025064667/crsr-20250331.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1743759/000095017025064667/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-01-01 to 2025-03-31 | $369.8m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2025-01-01 to 2025-03-31 | $267.4m | us-gaap:CostOfRevenue |
| Gross profit | 3 months, 2025-01-01 to 2025-03-31 | $102.4m | us-gaap:GrossProfit |
| Research and development | 3 months, 2025-01-01 to 2025-03-31 | $17.6m | us-gaap:ResearchAndDevelopmentExpense |
| Selling, general and administrative | 3 months, 2025-01-01 to 2025-03-31 | $87.0m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2025-01-01 to 2025-03-31 | −$2.3m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2025-01-01 to 2025-03-31 | $2.1m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-01-01 to 2025-03-31 | −$10.5m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-01-01 to 2025-03-31 | −$0.10 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-01-01 to 2025-03-31 | −$0.10 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-01-01 to 2025-03-31 | 105,240,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2025-01-01 to 2025-03-31 | $18.8m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2025-01-01 to 2025-03-31 | $3.1m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2025-03-31 | $99.8m | us-gaap:Cash |
| Current assets | at 2025-03-31 | $633.4m | us-gaap:AssetsCurrent |
| Total assets | at 2025-03-31 | $1.24bn | us-gaap:Assets |
| Current liabilities | at 2025-03-31 | $417.2m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-03-31 | $616.2m | us-gaap:Liabilities |
| Long-term debt | at 2025-03-31 | $136.4m | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2025-03-31 | $12.3m | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2025-03-31 | $608.8m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 39,949 characters.

### MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

### AND RESULTS OF OPERATIONS

*You should read the following discussion of our financial condition and results of operations in conjunction with the condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q as well as in conjunction with the Risk Factors set forth in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the United States Securities and Exchange Commission (“SEC”) on February 26, 2025. The following discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of many factors, including but not limited to those discussed under the heading “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024, and below in Item 3,“Quantitative and Qualitative Disclosures about Market Risk”.*

### Overview

We are a leading global provider and innovator of high-performance products for gamers and digital creators, such as streamers, vloggers and broadcasters, many of which build their own PCs using our components. Our industry-leading gaming products help digital athletes, from casual gamers to committed professionals, perform at their peak across PC or console platforms, and our streaming products enable creators, particularly streamers, to produce studio-quality content to share with friends or to broadcast to millions of fans. Our PC components products offer our customers multiple options to build their customized gaming and workstation desktop PCs. Our solution is the most complete suite of products that address the most critical components for both game performance and streaming. Our product offering is enhanced by our two proprietary software platforms: iCUE for gamers and the Elgato streaming suite for content creators, including our Stream Deck control software, which provide unified, intuitive performance, and aesthetic control and customization across their respective product families. We also offer digital services to enhance the customer experience by integrating esports, Elgato's marketplace, customer care and extended warranty into our product offerings.

We group our products into two categories (operating segments):

- **Gamer and Creator Peripherals.** Includes our high-performance gaming keyboards, mice, headsets, controllers, and streaming products, which includes capture cards, Stream Decks, microphones and audio interfaces, our Facecam streaming cameras, studio accessories, sim racing products, and gaming furniture, among others.
- **Gaming Components and Systems.** Includes our high-performance power supply units, cooling solutions, computer cases, and DRAM modules, as well as high-end prebuilt and custom-built gaming PCs and laptops, and gaming monitors, among others.

### Summary of Financial Results

Our net revenue was $369.8 million and $337.3 million for the three months ended March 31, 2025 and 2024, respectively. Our gross margin was 27.7% and 25.7% for the three months ended March 31, 2025 and 2024, respectively. We had a net loss of $10.3 million and $11.0 million for the three months ended March 31, 2025 and 2024, respectively.

As of March 31, 2025, we had cash and restricted cash, in the aggregate of $102.5 million and the principal balance outstanding on our Term Loan was $149.0 million. Cash generated from operations was $18.8 million and cash used in operations was $26.3 million for the three months ended March 31, 2025 and 2024, respectively.

### Key Factors Affecting Our Business

Our results of operations and financial condition are affected by numerous factors, including those discussed under the heading “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 and of this Quarterly report on Form 10-Q, as well as those described below.

### Impact of Macroeconomic Conditions

Our business and financial performance depend significantly on worldwide economic conditions. We continue to face global macroeconomic challenges including evolving dynamics in the global trade environment and changes in laws or policies governing the terms of foreign trade, in particular increased trade restrictions, tariffs or taxes on imports or exports from or to countries where we manufacture or sell our products, inflationary trends, uncertainty in key financial markets, volatility in exchange rates and the risk of a recession. Other geopolitical concerns continue such as the effects of the ongoing conflicts in Ukraine and the Middle East, the tensions in the Red Sea, and any potential conflicts between China and Taiwan, and the resulting supply chain constraints.

Since February 2025, the U.S. government has proposed and in certain cases implemented new, substantial tariffs on imports to the U.S. from various countries, including Taiwan, China and Vietnam, where we manufacture or source our products. These tariffs and any retaliatory actions from other countries have created a volatile environment for global trade. As a global company with a flexible and multi-location manufacturing base, we are actively working to mitigate the potential supply chain challenges. Our products are manufactured in several countries, including the U.S., through a combination of our own factories and a network of reliable assembly subcontractors, and we have in the past demonstrated our ability to shift production locations with minimal disruptions to our business. During the first three months of 2025, the impact of new tariffs on our business was not material to our condensed consolidated financial statements. We expect the global tariff environment to remain volatile throughout 2025, and we are actively monitoring developments in global tariffs and will continue to evaluate the potential impact on our business and financial condition, as well as on our suppliers, and the actions we may take to mitigate any impact. For our risk factor related to the impact of tariffs, see “*Changes in trade policy and regulations in the U.S. and other countries, including changes in trade agreements and the imposition of tariffs, as well as retaliatory responses, may have adverse impacts on our business, results of operations and financial condition.”* under item 1A of this Form 10-Q.

We also experience seasonality in the sale of our products, which may be affected by general economic conditions. The extent of the impact of macroeconomic conditions and geopolitical tensions on our business, sales, results of operations, cash flows and financial condition will depend on future developments, which are not within our control and are highly uncertain and cannot be predicted. We will continue to evaluate these risks and uncertainties and further our mitigation plans.

We are exposed to fluctuations in foreign currency exchange rates. As a result of our foreign sales and operations, we have revenue, payroll and other operating expenses denominated in foreign currencies, in particular the Chinese Yuan, Euro and British Pound. Unfavorable movement in the exchange rate between the U.S. dollar and the currencies we conduct sales or operate in may negatively impact our financial results.

### Impact of Industry Trends

Our results of operations and financial condition are impacted by industry trends in the gaming market, including:

- *Increasing gaming engagement.* We believe that gaming’s increasing time share of global entertainment consumption will drive continued growth in spending on both games and gaming products. Gaming continues to become increasingly social, as streaming viewership becomes more widely adopted along with increasing numbers of content creators. More members of the younger generation are gamers and spend more time on gaming related activities than older generations. We believe these trends will over time bring more gamers and creators to purchase dedicated hardware and help grow the market for peripheral products. The growth of these markets will not be linear, as these markets are impacted by macroeconomic and consumer confidence conditions, amongst other conditions. Our Gaming Components and Systems segment makes components used for self-built PCs and full gaming systems. The self-built PC market is heavily influenced by the timing of release of new game titles and next-gen CPUs and GPUs, as discussed in the bullet below. As for our Gamer and Creator peripherals segment, we saw continued growth from last year, primarily from the successful integration of the new Fanatec business, which improves product availability and enhances customer experience in this market. For the rest of 2025, we expect our Fanatec products to draw key specialist retailers, further expanding our reach in the enthusiast gaming market.
- *Introduction of new high-performance computing hardware and sophisticated games*. We believe that the introduction of more powerful CPUs and GPUs that place increased demands on other system components, such as memory, power supply or cooling, has a significant effect on increasing the demand for our products. In addition, we believe that the introduction and success of games with sophisticated graphics that place increasing demands on system processing speed and capacity and therefore require more powerful CPUs or GPUs, drives demand for our high-performance gaming components and systems, such as power supply units and cooling solutions, and our gaming PC memory. As a result, our operating results may be materially affected by the timing of, and the rate at which computer hardware companies introduce, new and enhanced CPUs and GPUs, the timing of, and rate at which computer game companies and developers introduce sophisticated new and improved games that require increasingly high levels of system and graphics processing power, and whether these new products and games are widely accepted by gamers. Following a period of elevated demand in 2023, driven by increased GPU availability and popular game launches, demand moderated during 2024 as we entered into a mid-cycle period for new GPU platforms. In early 2025, the launch of the latest generation of GPUs led to a resurgence in demand for our gaming components and systems products, and we expect this trend to continue for the rest of 2025.

### Impact of Customer Concentration

We operate a global sales network that consists primarily of retailers (including e-retailers), as well as distributors we use to access certain retailers. Further, a limited number of retailers and distributors represent a significant portion of our net revenue, with e-retailer Amazon accounting for 28.3% and 27.7% of our net revenue for the three months ended March 31, 2025 and 2024, respectively, and sales to our ten largest customers accounting for approximately 50.4% and 53.4% of our net revenue for the three months ended March 31, 2025 and 2024, respectively. Our customers, including Amazon, typically do not enter into long-term agreements to purchase our products but instead enter into purchase orders with us. As a result of this concentration and the lack of long-term agreements with our customers, a primary driver of our net revenue and operating performance is maintaining good relationships with these retailers and distributors. To help maintain good relationships, we implement initiatives such as our updated packaging design which helps e-retailers such as Amazon process our packages more efficiently. Further, given our global operations, a significant percentage of our expenses relate to shipping costs. Our ability to effectively optimize these shipping costs, for example utilizing expensive shipping options such as air freight for smaller packages and more urgent deliveries and more cost-efficient options, such as ground or ocean freight, for other shipments, has an impact on our expenses and results of operations.

### Impact of New Product Introductions

Gamers demand new technology and product features, and we expect our ability to accurately anticipate and meet these demands will be one of the main drivers for any future sales growth and market share expansion. We believe our net revenue for 2024 and for the three months ended March 31, 2025 was favorably impacted by the release of 78 and 18 new products, respectively. While we intend to continue to develop and release new products, there can be no assurance that our new product introductions will have a favorable impact on our operating results or that customers will choose our new products over those of our competitors.

### Impact of Seasonal Sales Trends

We have experienced and expect to continue to experience seasonal fluctuations in sales due to the buying patterns of our customers and spending patterns of gamers. Our net revenue has generally been lower in the first and second calendar quarters due to lower consumer demand following the fourth quarter holiday season and because of the decline in sales that typically occurs in anticipation of the introduction of new or enhanced CPUs, GPUs, and other computer hardware products, which usually take place in the second calendar quarter, and which tend to drive sales in the following two quarters. Further, our net revenue tends to be higher in the third and fourth calendar quarters due to seasonal sales such as “Black Friday” and “Cyber Monday” as well as “Singles Day” in China, as retailers tend to make purchases in advance of these sales. Our sales also tend to be higher in the fourth quarter due to the introduction of new consoles and high-profile games in connection with the holiday season. As a consequence of seasonality, our net revenue for the second calendar quarter is generally the lowest of the year followed by the first calendar quarter. Historical seasonal patterns may not continue in the future and may be further impacted in the future by macroeconomic factors, increasing supply constraints, GPU shortages, and shifts in customer behavior. For example, our revenue seasonality for the third quarter of 2024 was negatively impacted due to a lower demand for our products in the Gaming Components and Systems segment which was primarily attributable to the delayed launches of new, reasonably priced GPUs and CPUs, as well as the postponed releases of new game titles to early 2025.

### Impact of Product Mix

Our Gamer and Creator Peripherals segment has a higher gross margin than our Gaming Components and Systems segment. As a result, our overall gross margin is affected by changes in product mix. External factors can have an impact on our product mix, such as popular game releases that can increase sales of peripherals and availability of new CPUs and GPUs that can impact component sales. In addition, within our Gamer and Creator Peripherals and Gaming Components and Systems segments, gross margin varies between products, and significant shifts in product mix within either segment may also significantly impact our overall gross margin.

### Impact of Fluctuations in Integrated Circuits Pricing

Integrated circuits, or ICs, account for most of the cost of producing our high-performance memory products. IC prices are subject to pricing fluctuations which can affect the average sales prices of memory modules, and thus impact our net revenue, and can have an effect on gross margins. The impact on net revenues can be significant as our high-performance memory products, included within our Gaming Components and Systems segment, represent a significant portion of our net revenue.

### Results of Operations

The following tables set forth the components of our condensed consolidated statements of operations, in dollars (thousands) and as a percentage of total net revenue, for each of the periods presented.

|  | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Net revenue | $369,750 | $337,257 |
| Cost of revenue | 267,388 | 250,618 |
| Gross profit | 102,362 | 86,639 |
| Operating expenses: |  |  |
| Sales, general and administrative | 86,992 | 80,217 |
| Product development | 17,633 | 16,641 |
| Total operating expenses | 104,625 | 96,858 |
| Operating loss | (2,263) | (10,219) |
| Other (expense) income: |  |  |
| Interest expense | (2,676) | (3,691) |
| Interest income | 630 | 1,565 |
| Other expense, net | (3,947) | (461) |
| Total other expense, net | (5,993) | (2,587) |
| Loss before income taxes | (8,256) | (12,806) |
| Income tax benefit (expense) | (2,061) | 1,777 |
| Net loss | (10,317) | (11,029) |
| Less: Net income attributable to noncontrolling interest | 142 | 536 |
| Net loss attributable to Corsair Gaming, Inc. | $(10,459) | $(11,565) |

|  | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Net revenue | 100.0% | 100.0% |
| Cost of revenue | 72.3 | 74.3 |
| Gross profit | 27.7 | 25.7 |
| Operating expenses: |  |  |
| Sales, general and administrative | 23.5 | 23.8 |
| Product development | 4.8 | 4.9 |
| Total operating expenses | 28.3 | 28.7 |
| Operating loss | (0.6) | (3.0) |
| Other (expense) income: |  |  |
| Interest expense | (0.7) | (1.1) |
| Interest income | 0.2 | 0.5 |
| Other expense, net | (1.0) | (0.1) |
| Total other expense, net | (1.5) | (0.7) |
| Loss before income taxes | (2.1) | (3.7) |
| Income tax benefit (expense) | (0.6) | 0.5 |
| Net loss | (2.7) | (3.2) |
| Less: Net income attributable to noncontrolling interest | 0.1 | 0.2 |
| Net loss attributable to Corsair Gaming, Inc. | (2.8)% | (3.4)% |

### Net Revenue

*(In thousands)*

|  | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Net revenue | $369,750 | $337,257 |

Corsair Gaming, Inc. \| Q1 2025 Form 10-Q \| 22

Net revenue increased by 9.6% for the three months ended March 31, 2025 as compared to the same period last year. The increase in net revenue in the three-month period was due to an 11.9% increase in sales for our Gaming Components and Systems segment, and a 4.7% increase in sales for our Gamer and Creator Peripherals segment.

For further discussions specific to our Gaming Components and Systems and Gamer and Creator Peripherals segments, refer to “Segment Results” section below.

### Gross Profit and Gross Margin

*(In thousands, except percentages)*

|  | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Gross profit | $102,362 | $86,639 |
| Gross margin | 27.7% | 25.7% |

Gross margin increased by 200 bps for the three months ended March 31, 2025 as compared to the same period last year. The increase was primarily attributable to a 150 bps increase from an improved product mix and lower product costs, and a 40 bps increase from lower costs to process inventory returns in the three months ended March 31, 2025.

For further discussions specific to our Gaming Components and Systems and Gamer and Creator Peripherals segments, refer to the “Segment Results” section below.

### Sales, General and Administrative (SG&A)

*(In thousands)*

|  | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Sales, general and administrative | $86,992 | $80,217 |

SG&A expenses increased by $6.8 million, or 8.4%, for the three months ended March 31, 2025 as compared to the same period last year primarily due to a $4.0 million increase in distribution costs from higher sales volume, a $2.7 million increase in marketing and advertising costs, a $1.8 million increase in stock-based compensation expense, a $1.6 million increase in bad debt expense, and a $0.8 million increase in personnel-related cost. These increases were partially offset by a $5.2 million decrease in legal and other professional service expenses, mainly due to the absence of a one-time legal settlement cost that was recognized in the three months ended March 31, 2024.

### Product Development

*(In thousands)*

|  | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Product development | $17,633 | $16,641 |

Product development expenses increased by $1.0 million, or 6.0%, for the three months ended March 31, 2025 as compared to the same period last year primarily due to higher consulting and contractor costs.

### Interest Expense, Interest Income and Other Expense, Net

*(In thousands)*

|  | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Interest expense | $(2,676) | $(3,691) |
| Interest income | 630 | 1,565 |
| Other expense, net | (3,947) | (461) |

Interest expense decreased by 27.5% for the three months ended March 31, 2025 as compared to the same period last year primarily due to lower principal balance on our Term Loan combined with lower interest rates.

Interest income decreased by 59.7% for the three months ended March 31, 2025 as compared to the same period last year primarily due to lower cash balance in our interest-bearing account combined with lower interest rates.

Other expense, net for the three months ended March 31, 2025 included a $2.6 million reversal of bargain purchase gain from the Fanatec Acquisition that was recognized in prior year. The remainder of other expense, net for the three months ended March 31, 2025 and 2024 primarily comprised of foreign exchange gains and losses on cash, accounts receivable and intercompany balances denominated in currencies other than the functional currencies of our subsidiaries. Our foreign currency exposure is primarily driven by fluctuations in the foreign currency exchange rates of the Euro and British Pound.

### Income Tax Benefit (Expense)

*(In thousands, except percentages)*

|  | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Loss before income taxes | $(8,256) | $(12,806) |
| Income tax benefit (expense) | (2,061) | 1,777 |
| Effective tax rate | (25.0)% | 13.9% |

We are subject to income taxes in the U.S. and foreign jurisdictions in which we do business. These foreign jurisdictions have statutory tax rates different from those in the U.S.. Accordingly, our effective tax rates will vary depending on the relative proportion of foreign to U.S. income, the utilization of net operating loss and tax credit carry forwards, changes in geographic mix of income and expense, changes in management’s assessment of matters such as the ability to realize deferred tax assets, and changes in tax laws.

Our effective tax rates were tax expense of (25.0)% and tax benefit of 13.9% for the three months ended March 31, 2025 and 2024, respectively. The change in our effective rate in the three-month period was primarily driven by a change in the mix of income and losses in the various tax jurisdictions in which we operate, as well as the impact of valuation allowance on U.S. federal and state deferred tax assets, which reduced the U.S. deferred income tax benefit.

We assess our deferred tax assets and liabilities to determine if it is more likely than not that they will be realized; if not, a valuation allowance is required to be recorded. Previously, in the third quarter of 2024, we reached a cumulative loss position over the previous three years, and with consideration of other negative evidence, we concluded that U.S. federal and state deferred tax assets are not more likely than not to be realized. As a result of the foregoing, a full valuation allowance was recorded in 2024. The deferred tax liability related to indefinite-lived assets was excluded from sources of future taxable income, as the timing of its reversal cannot be predicted due to the nature of its indefinite life.

### Segment Results

### Segment Net Revenue

The following table sets forth our net revenue by segment expressed both in dollars (thousands) and as a percentage of net revenue:

|  | Three Months Ended March 31, 2025 |  | 2024 |  |
| --- | ---: | ---: | ---: | ---: |
| Gamer and Creator Peripherals Segment | $111,973 | 30.2% | $106,973 | 31.7% |
| Gaming Components and Systems Segment |  |  |  |  |
| Memory Products | 141,090 | 38.2 | 124,903 | 37.0 |
| Other Component Products | 116,687 | 31.6 | 105,381 | 31.3 |
|  | 257,777 | 69.8 | 230,284 | 68.3 |
| Total Net Revenue | $369,750 | 100.0% | $337,257 | 100.0% |

#### Gamer and Creator Peripherals Segment

Net revenue of the Gamer and Creator Peripherals segment increased by 4.7% for the three months ended March 31, 2025 as compared to the same period last year primarily due to the inclusion of post-acquisition revenues from our September 2024 Fanatec Acquisition.

#### Gaming Components and Systems Segment

Net revenue of the Gaming Components and Systems segment increased 11.9% for the three months ended March 31, 2025 as compared to the same period last year. This increase was due to an increase in demand for our memory products and our other component products in the self-built PC market, driven by the recent launch of the new generation of GPUs and CPUs.

### Segment Gross Profit and Gross Margin

The following table sets forth our gross profit expressed in dollars (thousands) and gross margin (which we define as gross profit as a percentage of net revenue) by segment:

|  | Three Months Ended March 31, 2025 |  | 2024 |  |
| --- | ---: | ---: | ---: | ---: |
| Gamer and Creator Peripherals Segment | $46,414 | 41.5% | $43,643 | 40.8% |
| Gaming Components and Systems Segment |  |  |  |  |
| Memory Products | 23,843 | 16.9 | 18,056 | 14.5 |
| Other Component Products | 32,105 | 27.5 | 24,940 | 23.7 |
|  | 55,948 | 21.7 | 42,996 | 18.7 |
| Total Gross Profit | $102,362 | 27.7% | $86,639 | 25.7% |

#### Gamer and Creator Peripherals Segment

The gross margin of the Gamer and Creator Peripherals segment increased by 70 bps for the three months ended March 31, 2025 as compared to the same period last year. The increase was primarily attributable to a 100 bps increase from lower air freight costs, a 60 bps increase from reduced costs to process inventory returns, and a 50 bps increase from an improved product mix within this segment. These increases were partially offset by a 160 bps decrease largely coming from higher royalty payments associated with the sales of our Sim racing products, and lesser benefits from sales to our suppliers.

#### Gaming Components and Systems Segment

The gross margin of the Gaming Components and Systems segment increased by 300 bps for the three months ended March 31, 2025 as compared to the same period last year. The increase was primarily attributable to an improved product mix and lower product material costs within this segment.

### Liquidity and Capital Resources

### Overview

We have financed our operations and acquisitions through cash from operations, and when necessary, through debt facilities and issuance of equity securities. As of March 31, 2025, our principal sources of liquidity were cash and restricted cash, in aggregate of $102.5 million, and our borrowing capacity under the Revolving Facility (as defined under “Capital Resources” below) of $99.8 million.

We have a shelf-registration statement on Form S-3 on file with the SEC, which allows us to offer securities, including common stock, preferred stock and warrants, through August 1, 2025. As of March 31, 2025, $216.7 million remained available for issuance under the shelf-registration statement.

Our principal uses of cash generally include purchases of inventory, payroll and other operating expenses related to the development and marketing of our products, capital expenditure, repayments of debt and related interest, income tax payments, future investments in business and technology, and selective mergers and acquisitions.

We believe that the anticipated cash flows from operations based on our current business outlook, combined with our current levels of cash balances at March 31, 2025, supplemented with the borrowing capacity under our Revolving Facility, if and as needed, will be sufficient to fund our principal uses of cash for at least the next twelve months. In the longer term, liquidity will depend to a great extent on our future revenues and our ability to appropriately manage our costs based on the demand for our products. We may require additional funding and need or choose to raise the required funds through borrowings or public or private sales of debt or equity securities. The sale of additional equity would result in additional dilution to our stockholders. The incurrence of debt financing would result in debt service obligations and the instruments governing such debt could provide for operating and financial covenants that would restrict our operations. There can be no assurance that any such equity or debt financing will be available on favorable terms, or at all.

### Liquidity

The following table summarizes our cash flows for the periods presented (in thousands):

| Net cash provided by (used in): | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Operating activities | $18,750 | $(26,317) |
| Investing activities | (3,072) | (1,479) |
| Financing activities | (22,254) | (19,949) |

#### Cash Flows from Operating Activities

Net cash provided by operating activities for the three months ended March 31, 2025 was $18.8 million and consisted of non-cash adjustments of $27.1 million, a net cash inflow of $2.0 million from changes in our net operating assets and liabilities, partially offset by a net loss of $10.3 million. The non-cash adjustments primarily consisted of amortization of intangibles, depreciation, stock-based compensation expense, and the reversal of the Fanatec Acquisition bargain purchase gain previously recognized in the year ended December 31, 2024. The net cash inflow from changes in our net operating assets and liabilities was primarily related to an increase in accounts payable due to timing of payments and higher inventory purchases, partially offset by cash outflows from an increase in inventories as we stocked up in anticipation of tariffs, as well as a decrease in other liabilities and accrued expenses primarily due to a reduction in the accruals needed for customer incentives programs and sales returns with lower revenues.

Net cash used in operating activities for the three months ended March 31, 2024 was $26.3 million and consisted of a net loss of $11.0 million and a net cash outflow of $30.3 million from changes in our net operating assets and liabilities, partially offset by non-cash adjustments of $15.0 million. The net cash outflow from changes in our net operating assets and liabilities was primarily related to an increase in inventories, attributable in part to the buildup of safety stock to accommodate supply lead times in our peripherals products and in part due to lower demand for our components products in the first quarter of 2024, as well as a decrease in accounts payable due to timing of payments and a decrease in other liabilities and accrued expenses mainly due to a reduction in the accruals needed for sales returns and customer incentives with lower revenues. These net cash outflows were partially offset by a decrease in accounts receivable from lower revenue and a decrease in prepaid and other assets. The non-cash adjustments primarily consisted of amortization of intangibles, depreciation and stock-based compensation expense, which were partially offset by changes in deferred income taxes.

#### Cash Flows from Investing Activities

Cash used in investing activities was $3.1 million for the three months ended March 31, 2025 for capital expenditure.

Cash used in investing activities was $1.5 million for the three months ended March 31, 2024 and consisted of $2.5 million capital expenditure, partially offset by $1.0 million cash received from escrow for the purchase price adjustment related to a business acquisition.

#### Cash Flows from Financing Activities

Cash used in financing activities was $22.3 million for the three months ended March 31, 2025 and consisted of $25.0 million repayment of debt, $0.4 million payment of taxes related to net share settlement of equity awards, and $0.3 million payment of dividends to noncontrolling interest, partially offset by $3.4 million proceeds received from the issuance of shares through the employee equity incentive plans.

Cash used in financing activities was $19.9 million for the three months ended March 31, 2024 and consisted of $15.0 million repayment of debt, $4.9 million settlement of deferred consideration related to a prior business acquisition in 2019, $2.0 million payment of dividends to noncontrolling interest, and $0.4 million payment of taxes related to net share settlement of equity awards, partially offset by $2.4 million proceeds received from the issuance of shares through the employee equity incentive plans.

### Capital Resources

On September 3, 2021, we refinanced the First Lien Credit and Guaranty Agreement with a new Credit Agreement (as amended, the “Credit Agreement”). The Credit Agreement provides for a total commitment of $350.0 million, consisting of a $100.0 million revolving credit facility (the “Revolving Facility”) and a $250.0 million term loan facility (the “Term Loan”). The Credit Agreement is available for a period of five years, maturing September 2026, and provides for additional incremental facilities up to a maximum aggregate principal amount of $250.0 million, subject to the satisfaction of certain conditions. We may prepay the Term Loan and the Revolving Facility at any time without premium or penalty. We prepaid $21.9 million and $12.5 million of the Term Loan principal in the three months ended March 31, 2025 and in the year ended December 31, 2024, respectively. As of March 31, 2025, the total principal outstanding of the Term Loan was $149.0 million and the available and uncommitted capacity under the Revolving Facility was $99.8 million.

The Credit Agreement has a variable rate structure. According to the provisions in the Third Amendment to the Credit Agreement (“Third Amendment”), beginning 2024, the Term Loan and the Revolving Facility carry interest at our election at either (a) Bloomberg Short-Term Bank Yield Index rate (“BSBY”) plus a percentage spread (ranging from 1.25% to 2.25%) based on our total net leverage ratio, or (b) the base rate (as described in the Credit Agreement as the greatest of (i) the prime rate, (ii) the federal funds rate plus 0.50% and (iii) one-month BSBY plus 1.0%) plus a percentage spread (ranging from 0.25% to 1.25%) based on our total net leverage ratio. Additionally, the commitment fees on the unused portion of the Revolving Facility ranges from 0.2% to 0.4% based on our total net leverage ratio.

On August 19, 2024, we entered into a Fourth Amendment (the “Fourth Amendment”) to the Credit Agreement, which provides for, among other things, (i) effectuates the transition of the underlying variable interest rate from the BSBY to a forward-looking interest rate based on the Secured Overnight Financing Rate (“SOFR”), with no change to the applicable margin percentage spread, but with the addition of a rate spread adjustment in the amount of 0.10% per annum, (ii) increases the letter of credit sublimit from $15 million to $65 million and (iii) the issuance of letters of credit denominated in Euro.

The Credit Agreement contains covenants with which we must comply during the term of the agreement, which we believe are ordinary and standard for agreements of this nature, including the maintenance of a maximum Consolidated Total Net Leverage Ratio (“CTNL Ratio”) and a minimum Consolidated Interest Coverage Ratio (“CIC Ratio”) (as defined in the Credit Agreement). According to the provisions in the Third Amendment, beginning 2024, we are required to maintain a maximum CTNL Ratio of 3.00 to 1.00 and a minimum CIC ratio of 3.00 to 1.00, with the provision that the maximum CTNL Ratio can be temporarily increased to 3.50 to 1.00 upon the occurrence of a Qualified Acquisition (as defined in, and subject to the requirements of the Credit Agreement). As of March 31, 2025, we were not in default under the Credit Agreement.

Our obligations under the Credit Agreement are guaranteed by substantially all of our U.S. subsidiaries and secured by a security interest in substantially all assets of the Company and the guarantor subsidiaries, subject to certain exceptions detailed in the Credit Agreement and related ancillary documentation.

### Contractual Cash and Other Obligations

The following table summarizes our contractual cash and other obligations as of March 31, 2025 (in thousands):

|  | Payments Due by Period Total | Less than 1 Year | 1-3 Years | 3-5 Years | More than 5 Years |
| --- | ---: | ---: | ---: | ---: | ---: |
| Debt principal and interest payments (1) | $159,849 | $20,434 | $139,415 | $— | $— |
| Inventory-related purchase obligations (2) | 145,873 | 145,873 | — | — | — |
| Operating lease obligations (3) | 86,023 | 16,876 | 19,540 | 15,069 | 34,538 |
| Other purchase obligations (4) | 10,913 | 10,054 | 859 | — | — |
| Total | $402,658 | $193,237 | $159,814 | $15,069 | $34,538 |

(1) Amounts represent the principal cash payments as of March 31, 2025 of our Term Loan based on the repayment schedule according to the Credit Agreement and the expected interest payments associated with the Term Loan. See Note 7, “Debt” to our condensed consolidated financial statements for more information.

(2) Amounts represent an estimate of purchase obligations related to inventory.

(3) Amounts represent contractual obligations from our operating leases for offices and warehouse spaces.

(4) Amounts represent non-cancelable obligations related to capital expenditures, software licenses, marketing and other activities.

As of March 31, 2025, we had $3.8 million in non-current income tax payable, including interest and penalties, related to our income tax liability for uncertain tax positions. At this time, we are unable to make a reasonably reliable estimate of the timing of payments in individual years in connection with these tax liabilities; therefore, such amounts are not included in the contractual cash obligation table above.

### Critical Accounting Policies and Estimates

A critical accounting policy is defined as one that has both a material impact on our financial condition and results of operations and requires us to make difficult, complex and/or subjective judgments, often as a result of the need to make estimates about matters that are inherently uncertain. Our condensed consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), which requires us to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the condensed consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe to be applicable and evaluate them on an ongoing basis to ensure they remain reasonable under current conditions. Actual results may differ significantly from those estimates, which could have a material impact on our business, results of operations, and financial condition.

There have been no material changes to our critical accounting policies and estimates during the three months ended March 31, 2025 as compared to the critical accounting policies and estimates described in our Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 26, 2025.

### Recent Accounting Pronouncements

Refer to Note 2 to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for recent accounting pronouncements adopted and to be adopted.

## Market risk

As filed, 2,999 characters.

We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in interest rates and foreign currency exchange rates.

### Interest Rate Risk

As of March 31, 2025, we had cash and restricted cash of $102.5 million, which consisted primarily of bank deposits. Our cash is held for working capital purposes.

As of March 31, 2025, under the Credit Agreement, we had $149.0 million Term Loan outstanding (face value), and the Term Loan bears variable market rates, primarily SOFR. A significant change in these market rates may adversely affect our operating results. As of March 31, 2025, a hypothetical 100 basis point change in interest rates would result in a change to annual interest expense by approximately $1.5 million.

### Foreign Currency Risk

Approximately 20.6% of our net revenue for the three months ended March 31, 2025 was denominated in foreign currencies, primarily Euro, and to a lesser extent, the British Pound. Any unfavorable movement in the exchange rate between U.S. dollars and the currencies in which we conduct sales in foreign countries could have an adverse impact on our net revenue and gross margins as we may have to adjust local currency product pricing due to competitive pressures if there is significant volatility in foreign currency exchange rates. Our operating expenses are denominated in the currencies of the countries in which our operations are located, which are primarily in the U.S., Europe, China and Taiwan. Our operating results and cash flows are, therefore, subject to fluctuations due to changes in foreign currency exchange rates.

We enter into forward currency contracts to reduce the short-term effects of currency fluctuations on Euro and British Pound denominated cash, accounts receivable, and intercompany receivable and payable balances. These forward contracts generally mature within two to four months, and we do not enter into foreign currency forward contracts for trading purposes. The outstanding notional principal amount was $33.6 million and $35.2 million as of March 31, 2025 and December 31, 2024, respectively. The gains or losses on these contracts are recognized in earnings based on the changes in fair value of the foreign currency forward contracts.

The net impact of changes in foreign currency rates, including the net gains or (losses) on the forward currency contracts, recognized in other expense, net was $(1.5) million and $(0.5) million for the three months ended March 31, 2025 and 2024, respectively. A hypothetical ten percent change in exchange rates between foreign currencies and the U.S. dollar would increase or decrease our gains or losses on foreign currency exchange of approximately $1.7 million in our condensed consolidated financial statements for the three months ended March 31, 2025.

## Controls and procedures

As filed, 2,360 characters.

### Limitations on Effectiveness of Controls and Procedures

The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurances. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but there can be no assurance that such improvements will be sufficient to provide us with effective internal control over financial reporting.

### Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and our principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q.

Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of March 31, 2025, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

### Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 3,435 characters.

We have disclosed under the heading “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 the risk factors that materially affect our business, financial condition or results of operations. There have been no material changes from the risk factors previously disclosed, except for the following risk factor which supplements the risk factors referenced above. You should carefully consider the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2024 and the other information set forth elsewhere in this Quarterly Report on Form 10-Q. The risks that we describe in our public filings are not the only risks we may face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely effect on our business, financial condition and/or future operating results.

***Changes in trade policy and regulations in the U.S. and other countries, including changes in trade agreements and the imposition of tariffs, as well as retaliatory responses, may have adverse impacts on our business, results of operations and financial condition.***

The U.S. government has implemented or proposed changes to international trade policy through the renegotiation, and potential termination, of certain existing bilateral or multilateral trade agreements and treaties, along with the imposition of tariffs on a wide range of products and other goods from China, countries in EMEA (Europe, the Middle East and Africa) and other regions. In response, China and other countries have imposed or proposed additional tariffs and additional trade restrictions on certain imports from the U.S. The current trade relations between the U.S. and China remain volatile and uncertain.

We rely significantly on manufacturing facilities in Taiwan, China and Vietnam. In addition, we and our manufacturers rely on the availability of raw materials and other components to produce a significant amount of our products. The imposition of tariffs and any countermeasures could increase the cost of our products, limit the availability of the raw materials or components we use, disrupt the global supply chain, increase market volatility, and create additional challenges to our operations. As a result, the sales, cost, or gross margin of our products may be adversely affected, and the demand from our customers may be diminished. In addition, uncertainty surrounding international trade policy and regulations as well as disputes and protectionist measures could also have an adverse effect on consumer confidence and spending.

Moreover, our ongoing efforts to address these risks may not be effective and may have long-term adverse effects on our operations and operating results that we may not be able to reverse. Such efforts may also take time to implement or to have an effect and may result in adverse financial results or fluctuations in our financial results. In addition, these tariffs and retaliatory actions could affect our long-term strategies. If we deem it necessary to alter all or a portion of our activities or operations in response to such policies, agreements or tariffs, our capital and operating costs may increase. As a result, changes in trade policy and regulations in the U.S. and other countries could adversely affect our business, results of operations and financial condition.

Filed May 7, 2025.
Source: SEC EDGAR, the filing index for accession 0000950170-25-064667. Last ingested by Listed: Oct 24, 2026, 15:07 ET. No prices; not investment advice.