SecProbe.io

United States securities and exchange commission logo
August 23, 2023
John Hanson
Chief Financial Officer
Turtle Beach Corp
44 South Broadway
4th Floor
White Plains, NY 10601
Re:Turtle Beach Corp
Form 10-K for Fiscal Year Ended December 31, 2022
Filed March 29, 2023
Form 8-K Filed August 7, 2023
File No. 001-35465
Dear John Hanson:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2022
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Key Performance Indicators and Non-GAAP Measures, page 27
1.We note that you present and discuss your non-GAAP measures, including Adjusted
EBITDA, prior to discussing your GAAP results of operations. Your presentation appears
to give greater prominence to the non-GAAP measures and does not comply with Item
10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Division's Compliance
& Disclosure Interpretations on Non-GAAP Financial Measures. Please revise your
presentations and discussions in future filings to comply. This comment also applies to
your Forms 10-Q for the quarterly periods ended March 31, 2023 and June 30, 2023,
respectively.

 FirstName LastNameJohn Hanson
 Comapany NameTurtle Beach Corp
 August 23, 2023 Page 2
 FirstName LastNameJohn Hanson
Turtle Beach Corp
August 23, 2023
Page 2
2.In future filings, please revise your presentation to clearly describe each of the
adjustments you make when calculating your non-GAAP measures. Clearly describe the
specific nature of the costs included in the adjustment and explain management's reasons
for excluding these costs from the non-GAAP measure. Refer to Item 10(e)(1)(i) of
Regulation S-K.
3.In this regard, we note that your presentation of Adjusted EBITDA includes adjustments
for "Inventory and component related reserves" and "Proxy contest and other."
Additionally, we note that your Adjusted EBITDA reconciliation in your Form 10-Q for
the six months ended June 30, 2023 includes an adjustment for "CEO transition related
costs."  Please describe to us, in greater detail, the specific nature of each of these
adjustments reflected in your Adjusted EBITDA measures presented in fiscal years 2023,
2022 and 2021.  Identify and describe the amounts included in "other."  Tell us how you
determined that these adjustments are appropriate based on the guidance in Question
100.01 of the Division’s Compliance & Disclosure Interpretations on Non-GAAP
Financial Measures.
Form 8-K Filed August 7, 2023
Exhibit 99.1
4.In the header to your earnings release you present the percentage change in Adjusted
EBITDA in the first bullet without disclosing the percentage change in the most directly
comparable GAAP measure. Your presentation appears to give greater prominence to the
non-GAAP measure and does not comply with Item 10(e)(1)(i)(A) of Regulation S-K and
Question 102.10 of the Division's Compliance & Disclosure Interpretations on Non-
GAAP Financial Measures which requires you to present the most directly comparable
GAAP measure with equal or greater prominence. Please revise your future presentations
to comply.
5.Refer to Table 4. We note from your reconciliation of Adjusted Earnings that
each adjustment is presented net of tax.  In future filings, please revise to present all
adjustments gross of tax with the related income tax effect shown as a separate adjustment
and clearly explained, as required by Question 102.11 of the Division’s Compliance and
Disclosure Interpretations on Non-GAAP Financial Measures.
6.In a related matter, please clearly describe to us in detail the adjustments
labelled "valuation allowance" reflected in your Adjusted Earnings and Non-GAAP
Earnings (Loss) measures presented for the reported periods in fiscal years 2023
and 2022. Clarify whether the adjustments relate to a tax valuation allowance. Explain to
us your reasons for excluding these valuation allowances from the Adjusted Earnings and
Non-GAAP Earnings (Loss) measures and why management believes the adjustments are
appropriate.
7.We note that you present Adjusted EBITDA as a non-GAAP performance measure.
However, the reconciliation included in Table 5 does not reconcile Adjusted EBITDA to

 FirstName LastNameJohn Hanson
 Comapany NameTurtle Beach Corp
 August 23, 2023 Page 3
 FirstName LastName
John Hanson
Turtle Beach Corp
August 23, 2023
Page 3
the most directly comparable GAAP measure, net income (loss), as required by Item
10(e)(1)(i)(B) of Regulation S-K.  Please revise your presentations in future filings to
comply.  Further, in future filings, please revise the format of the non-GAAP
reconciliation provided in Table 5 to eliminate the non-GAAP income statement currently
presented.  Refer to the guidance in Question 102.10 of the Division's Compliance
& Disclosure Interpretations on Non-GAAP Financial Measures.
8.Please revise the Non-GAAP Financial Measures discussion to clearly describe each of
the adjustments made in calculating your non-GAAP measures. Clearly describe the
specific nature of the costs included in the adjustment and explain management's reasons
for excluding these costs from the non-GAAP measure. For example, separately describe
to investors the specific nature of the costs you exclude from your Adjusted Earnings and
Adjusted EBITDA relating to (i) certain non-recurring business costs, (ii) acquisition
integration costs, (iii) CEO separation related costs, and (iv) certain valuation allowances.

9.In this regard, we note the adjustments reflected in Table 4 and Table 5 in your earnings
releases for fiscal years 2023 and 2022 relating to (i) CEO separation related costs,
(ii) CEO transition related costs, (iii) Inventory and component related reserves, (iv)
Certain business acquisition costs and (v) Non-recurring business costs.  Table 5 also
reflects an "Other" adjustments category. Please describe to us the specific nature of the
costs reflected in each of these adjustments and explain to us how you determined that
these adjustments are appropriate based on the guidance in Question 100.01 of the
Division's Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Mindy Hooker at (202) 551-3732 or Martin James at (202) 551-
3671 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing