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SEC Comment Letter 0000000000-24-006613 to Corsair Gaming, Inc. (CRSR)

Corsair Gaming, Inc.
Date: June 10, 2024 · CIK: 0001743759 · Accession: 0000000000-24-006613

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File numbers found in text: 001-39533

Date
June 10, 2024
Author
Office of Technology
Form
UPLOAD
Company
Corsair Gaming, Inc.

Letter

United States securities and exchange commission logo June 10, 2024 Michael Potter Chief Financial Officer Corsair Gaming, Inc. 115 N. McCarthy Boulevard Milpitas, CA 95035 Re:Corsair Gaming, Inc. Form 10-K for the Year Ended Decmber 31, 2023 Filed on February 27, 2024 Form 8-K Dated May 7, 2023 Filed on May 7, 2023 File No. 001-39533 Dear Michael Potter: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. Please respond to this letter 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 a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 10-K for the Year Ended December 31, 2023, Filed on February 27, 2024 Item 7. Management's Discussion and Analysis Results of Operations, page 44 1.We note in your discussion of consolidated results of operations and of segment results you describe multiple factors that impacted results in the reported periods, however, you provide no quantification of the impact of each factor. For example: •gross margin increased due to improvements in product costs, lower freight costs, lower inventory impairment and related charges, and the introduction of new higher margin products; •sales, general and administrative expenses increases primarily due to higher personnel-related costs, and higher legal costs, offset by lower outbound freight costs and lower amortization charges; •Gamer and Creator Peripherals segment gross margin increased primarily due

FirstName LastNameMichael Potter Comapany NameCorsair Gaming, Inc. June 10, 2024 Page 2 FirstName LastName Michael Potter Corsair Gaming, Inc. June 10, 2024 Page 2 to product mix, lower supplier product costs, lower inventory impairment and related charges, and the introduction of new higher margin products; and •Gaming Components and Systems segment gross margin increased primarily due to improved product mix. lower supplier product costs, lower inventory impairment and related charges, and the introduction of new higher margin products; offset by higher promotional activities. Where a material change is attributed to two or more factors, including any offsetting factors, please include a quantified discussion of each factor and avoid using terms such as "primarily" or "substantially all" in favor of specific quantification. Similar concerns apply to your Forms 10-Q. Refer to Item 303(b) of Regulation S-K.

Form 8-K, Dated and Filed on May 7, 2024 GAAP to Non-GAAP Reconciliations, page 13 2.We note the adjustment for "one-time costs related to legal and other matters" in your reconciliations of your non-GAAP financial measures. Quantify and explain for us the underlying factors comprising this adjustment. Tell us why they are considered one-time costs and why it is appropriate to adjust for them. 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. Please contact Joseph Kempf at 202-551-3352 or Robert Littlepage at 202-551-3361 with any questions. Sincerely, Division of Corporation Finance Office of Technology cc: Ronald van Veen

Show Raw Text
United States securities and exchange commission logo
June 10, 2024
Michael Potter
Chief Financial Officer
Corsair Gaming, Inc.
115 N. McCarthy Boulevard
Milpitas, CA 95035
Re:Corsair Gaming, Inc.
Form 10-K for the Year Ended Decmber 31, 2023
Filed on February 27, 2024
Form 8-K Dated May 7, 2023
Filed on May 7, 2023
File No. 001-39533
Dear Michael Potter:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Year Ended December 31, 2023, Filed on February 27, 2024
Item 7. Management's Discussion and Analysis
Results of Operations, page 44
1.We note in your discussion of consolidated results of operations and of segment
results you describe multiple factors that impacted results in the reported periods,
however, you provide no quantification of the impact of each factor. For example:
•gross margin increased due to improvements in product costs, lower freight costs,
lower inventory impairment and related charges, and the introduction of new higher
margin products;
•sales, general and administrative expenses increases primarily due to higher
personnel-related costs, and higher legal costs, offset by lower outbound freight costs
and lower amortization charges;
•Gamer and Creator Peripherals segment gross margin increased primarily due

 FirstName LastNameMichael Potter
 Comapany NameCorsair Gaming, Inc.
 June 10, 2024 Page 2
 FirstName LastName
Michael Potter
Corsair Gaming, Inc.
June 10, 2024
Page 2
to product mix, lower supplier product costs, lower inventory impairment and related
charges, and the introduction of new higher margin products; and
•Gaming Components and Systems segment gross margin increased primarily due to
improved product mix. lower supplier product costs, lower inventory impairment and
related charges, and the introduction of new higher margin products; offset by higher
promotional activities.
Where a material change is attributed to two or more factors, including any offsetting
factors, please include a quantified discussion of each factor and avoid using terms such as
"primarily" or "substantially all" in favor of specific quantification. Similar concerns
apply to your Forms 10-Q. Refer to Item 303(b) of Regulation S-K.

Form 8-K, Dated and Filed on May 7, 2024
GAAP to Non-GAAP Reconciliations, page 13
2.We note the adjustment for "one-time costs related to legal and other matters" in your
reconciliations of your non-GAAP financial measures. Quantify and explain for us the
underlying factors comprising this adjustment. Tell us why they are considered one-time
costs and why it is appropriate to adjust for them.
            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.
            Please contact Joseph Kempf at 202-551-3352 or Robert Littlepage at 202-551-3361 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Ronald van Veen