S-1/A 1 d52593ds1a.htm AMENDMENT NO. 10 TO FORM S-1 Amendment No. 10 to Form S-1
Table of Contents

As filed with the Securities and Exchange Commission on April 26, 2012

Registration No. 333-166282

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 10

to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Corsair Components, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

 

3577

  27-1735357

(State or other jurisdiction of
incorporation or organization)

 

(Primary Standard Industrial
Classification Code Number)

 

(I.R.S. Employer
Identification Number)

46221 Landing Parkway

Fremont, California 94538

(510) 657-8747

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Nicholas B. Hawkins

46221 Landing Parkway

Fremont, California 94538

(510) 657-8747

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Thomas C. DeFilipps
Eric S. Haueter
Karen K. Dreyfus
Sidley Austin LLP
1001 Page Mill Road, Building 1

Palo Alto, California 94304

Telephone: (650) 565-7000

Telecopy: (650) 565-7100

 

Tad J. Freese

Latham & Watkins LLP

140 Scott Drive

Menlo Park, California 94025

Telephone: (650) 328-4600

Telecopy: (650) 463-2600

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:    ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

  ¨      

Accelerated filer

  ¨

Non-accelerated filer

  x     (Do not check if a smaller reporting company)  

Smaller reporting company

  ¨

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of

Securities to be Registered

 

Amount

to be

Registered(1)

 

Proposed

Maximum

Offering Price

Share

 

Proposed

Maximum
Aggregate

Offering Price(2)

 

Amount of

Registration Fee(3)

Common Stock, par value $0.0001 per share

  6,900,000 shares   $14.00   $96,600,000   $7,337

 

 

(1) Includes shares that the underwriters have the option to purchase.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended.
(3) The registration fee is equal to the sum of (a) the product of (i) the proposed maximum aggregate offering price of $86,250,000, as previously proposed on the initial filing of this Registration Statement on April 23, 2010 and (ii) the then-current statutory rate of $71.30 per $1,000,000, resulting in a filing fee of $6,150.00 (paid previously) and (b) the product of (i) the marginal increase of $10,350,000 in the proposed maximum aggregate offering price hereunder and (ii) the current statutory rate of $114.60 per $1,000,000, resulting in an additional filing fee of $1,187 (paid with this filing).

 

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


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The information in this preliminary prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION DATED APRIL 26, 2012

 

PRELIMINARY PROSPECTUS

 

 

LOGO

Corsair Components, Inc.

6,000,000 Shares

Common Stock

$         per share

 

 

This is the initial public offering of the common stock of Corsair Components, Inc. We are offering 4,124,000 shares of our common stock and the selling stockholders identified in this prospectus are offering 1,876,000 shares of our common stock. We will not receive any proceeds from the sale of shares by the selling stockholders. We estimate that the initial public offering price will be between $12.00 and $14.00 per share.

We have applied to list our common stock on the Nasdaq Global Market under the symbol “CRSR.”

We are an “emerging growth company” within the meaning of the recently enacted Jumpstart Our Business Startups Act and will be subject to reduced public company reporting requirements.

 

 

 

Investing in our common stock involves risks. See “Risk Factors” beginning on page 15.

 

 

 

     Per Share      Total  

Initial public offering price

   $                        $                    

Underwriting discounts and commissions

   $         $     

Proceeds before expenses, to us

   $         $     

Proceeds before expenses, to selling stockholders

   $         $     

We and one of our stockholders have granted the underwriters a 30 day option to purchase a total of up to an additional 900,000 shares of common stock on the same terms and conditions set forth above if the underwriters sell more than 6,000,000 shares of common stock in this offering.

The underwriters expect to deliver the shares of common stock to purchasers on               , 2012.

 

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

 

 

Stifel Nicolaus Weisel   RBC Capital Markets

 

 

 

William Blair & Company

 

Needham & Company

The date of this prospectus is                     , 2012


Table of Contents

LOGO

Lower photograph taken at the DreamHack Summer 2011 LAN (local area network) event, a computer gaming convention held in Sweden.


Table of Contents

TABLE OF CONTENTS

 

     Page  

Prospectus Summary

     1   

Risk Factors

     15   

Special Note Regarding Forward-Looking Statements and Market Data

     50   

Use of Proceeds

     51   

Dividend Policy

     52   

Capitalization

     53   

Dilution

     56   

Selected Consolidated Financial Data

     59   

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     64   

Business

     109   

Management

     128   

Executive Compensation

     135   

Certain Relationships and Related Party Transactions

     155   

Principal and Selling Stockholders

     162   

Description of Capital Stock

     166   

Shares Eligible for Future Sale

     171   

Material U.S. Federal Income Tax Consequences to Non-U.S. Holders

     174   

Underwriting

     178   

Legal Matters

     187   

Experts

     187   

Where You Can Find More Information

     187   

Index to Consolidated Financial Statements

     F-1   

You should rely only on the information contained in this prospectus and in any free writing prospectus that we may provide to you in connection with this offering. Neither we nor any of the selling stockholders or underwriters has authorized anyone to provide you with information different from, or in addition to, that contained in this prospectus or any such free writing prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we nor any of the selling stockholders or underwriters is making an offer to sell or seeking offers to buy these securities in any jurisdiction where or to any person to whom the offer or sale is not permitted. The information in this prospectus is accurate only as of the date on the front cover of this prospectus and the information in any free writing prospectus that we may provide you in connection with this offering is accurate only as of the date of that free writing prospectus. Our business, financial condition, results of operations and prospects may have changed since those dates.

Until                     , 2012 (the 25th day after the date of this prospectus), all dealers effecting transactions in our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

For investors outside the United States: Neither we nor any of the selling stockholders or underwriters has done anything that would permit this offering or possession or distribution of this prospectus or any free writing prospectus we may provide to you in connection with this offering in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus and any such free writing prospectus outside of the United States. Unless otherwise expressly stated or the context otherwise requires, references in this prospectus to “dollars” or “$” mean U.S. dollars.

 

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PROSPECTUS SUMMARY

This summary highlights some of the information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before investing in our common stock. You should read this entire prospectus carefully, including “Risk Factors” and our consolidated financial statements and related notes included elsewhere in this prospectus, before making an investment decision. Unless otherwise expressly stated or the context otherwise requires, the terms “Corsair,” “our company,” “we,” “us” and “our” and similar references in this prospectus refer to Corsair Components, Inc. and its predecessors (including Corsair Memory, Inc.) and their respective consolidated subsidiaries.

Corsair Components, Inc.

Company Overview

We are a leading designer and supplier of high-performance hardware components for personal computers, or PCs, with our primary focus on gaming hardware. Our product portfolio consists of (a) components used to build or upgrade PCs and laptops, including dynamic random access memory, or DRAM, modules, power supply units, solid-state drives, cooling systems, computer cases, and accessories, and (b) peripheral components used to connect PCs and laptops with users, including gaming headsets and speakers, high capacity USB flash drives, and gaming keyboards and mice.

Our products are purchased primarily by PC gaming enthusiasts who build or upgrade their own high-performance computer systems or buy pre-assembled systems in order to achieve the processing speeds and graphics capabilities necessary to fully experience leading edge computer games. We believe that our Corsair and Vengeance brands are leading brands among PC gaming enthusiasts, reflecting our superior product performance, design and reliability. Over the last five years we have introduced new gaming components and brands to strengthen our leadership position, reinforce our overall brand image within our market and broaden our reach to the mainstream PC gaming audience.

We believe that we are a leader in the worldwide PC gaming hardware market for DRAM modules with our Dominator and Vengeance brands. Our Dominator product line includes some of the world’s fastest DRAM modules. Since 2006, we have expanded our sales into the highly fragmented gaming components and peripherals market by adding seven additional product families, which comprised 48.3% and 51.3% of our net revenues and 55.8% and 53.1% of our gross profit for the year ended December 31, 2011 and the three months ended March 31, 2012, respectively. We have a global and scalable operations infrastructure with extensive marketing and distribution channel relationships with distributors and retailers in Europe, the Americas and the Asia Pacific region that enable us to cost effectively and quickly bring new product lines to market.

We have established a strong brand that we believe is widely recognized and respected in the PC gaming hardware market. During 2011, we received over 300 product awards from magazines and websites in 19 countries, of which more than 90 were Gold, Editor’s Choice, or similar awards, including a “10 out of 10” review and Gold award for our White 600T computer case and the Editor’s Choice award for our Force 3 solid-state drive from Hardware Heaven and The SSD Review, respectively, both computer enthusiast websites. Over the last few years, our products have also consistently won numerous awards from leading PC enthusiast publications, such as Custom PC, a widely distributed computer enthusiast magazine in the United Kingdom, and Maximum PC, a leading PC enthusiast magazine in the United States. Maximum PC has included our components in their “Dream Machine” gaming PC every year since 2007. We believe that our reputation, reinforced by favorable reviews of our products within the PC gaming community, is instrumental to building and maintaining our market leadership.

 

 

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Our products are sold to end-users in more than 60 countries through our customers, which are primarily retailers and distributors. End-users purchase our products primarily from online and brick-and-mortar retailers, including leading retailers such as Newegg.com, Amazon.com, TigerDirect.com, Fry’s Electronics, Micro Center and Best Buy in the United States, Amazon.de in Germany, and PC World in the United Kingdom.

For the year ended December 31, 2011, we generated net revenues of $455.2 million, gross profit of $74.4 million, net income of $19.4 million and adjusted net income of $16.7 million. Adjusted net income (loss) is not a financial measure under generally accepted accounting principles, or GAAP. For the three months ended March 31, 2012, we generated net revenues of $132.6 million, gross profit of $20.3 million, net income of $3.1 million and adjusted net income of $3.9 million. See “Summary Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Performance Measures” below for an explanation of how we compute adjusted net income (loss) and for a reconciliation to net income (loss), the most directly comparable GAAP financial measure.

Industry Trends

Complex interactive computer games, such as World of Warcraft, Call of Duty 2, Battlefield 3 and Star Wars, require a PC or a dedicated gaming console with advanced graphics capabilities for optimal performance. The PC Gaming Alliance, a computer gaming industry trade association, estimates that the worldwide active installed base of consumer gaming PCs was approximately 470 million to 500 million in 2010 and that approximately 250 million PCs within this installed base had add-on graphics processing units, or GPUs. We believe that PCs with add-on graphics cards, which contain the GPU, are typically used to play computer games.

Game Software Revenue is Shifting From Gaming Consoles to PCs. We believe that in recent years game publishers have shifted their focus to PCs from gaming consoles, such as Xbox, Playstation and Wii. DFC Intelligence, or DFI, a market research firm, projects that annual global PC game software revenues (which includes revenues from retail sales, virtual item sales, advertising and digital distribution) will surpass console game software revenues as early as 2012 and reach $25.5 billion in 2015, reflecting a compound annual growth rate of approximately 9.6% from 2010 through 2015.

Complex Games Require Increased Graphics Processing. The real-time, highly detailed video rendering of advanced computer games requires substantial graphics processing power. Although most PCs have graphics processing capabilities embedded into the central processing unit, or CPU, or the motherboard, the substantially enhanced processing power of add-on graphics cards is generally required to provide an optimal gaming experience with the latest, most graphically intense games.

New Complex Games Are Driving an Upgrade Cycle. We believe that the introduction of new, more complex games drives gamers to upgrade their graphics cards and CPUs, which in turn drives the upgrade cycle for other components such as DRAM modules, power supply units and cooling systems.

Complex Games Benefit from Specialized Gaming Peripherals. Many advanced games are designed for use with specialized interface devices intended to give the player a competitive advantage or enhance the user experience. For example, first-person shooter, or FPS, games are typically designed for use with gaming mice with dedicated buttons, while massively multi-player online games, or MMOGs, are usually designed for use with gaming keyboards with additional programmable keys.

Gaming Hardware Revenue is Growing Rapidly. Jon Peddie Research, a market research firm, estimates that the worldwide PC gaming hardware market was $17.9 billion in sales in 2010 and projects that it will grow to $27.0 billion in sales in 2014, reflecting a compound annual growth rate of approximately 10.8%.

 

 

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PC Gaming and Hardware Enthusiasts Are Strong Brand Influencers in their Communities. PC gaming and hardware enthusiasts have formed a number of online computer enthusiast communities, where members interact, share ideas and evaluate products through various social media, such as forums, blogs and social networks. PC gaming and hardware enthusiasts tend to be early adopters of new technology and we believe that their opinions can drive brand recognition and product reputation within these communities and significantly influence purchase decisions by end-users.

Importance of Online Retail for PC Enthusiast Hardware Sales Continues to Increase. PC gaming enthusiasts typically spend a significant amount of time using computers for gaming, communicating and socializing, and therefore often use the internet to evaluate and purchase products. As a result, online retail has become an increasingly important distribution channel for PC gaming hardware.

Our Competitive Strengths

We are a leading designer and supplier of high-performance hardware components for PCs, with our primary focus on gaming hardware. We believe that we have a strong position in our target market as a result of the following competitive strengths:

 

   

Customer Loyalty and Strong Brand Recognition. We have been designing high-performance components for gaming systems for over 10 years and have a long history of delivering reliable, high-performance products. Our extensive experience has enabled our engineers to develop a comprehensive understanding of high-performance PC gaming systems. This has helped us build a loyal following among gaming enthusiasts and create a strong brand that we believe is widely recognized and respected in the PC gaming hardware market.

 

   

Broad Product Portfolio. We believe that the breadth of our portfolio provides us with an advantage over competitors that primarily focus on single product families. We believe that our broad portfolio helps us launch new products and product families quickly and efficiently because our direct customers, primarily retailers and distributors, are already familiar with the high performance and quality of existing Corsair products. In addition, we believe our target end-users are more likely to purchase additional products from us as they build or upgrade their systems based on positive experiences with Corsair products.

 

   

Global Sales and Distribution Network. We have developed a comprehensive global marketing and distribution network with representation in major markets worldwide. We currently ship to more than 60 countries and to leading retailers including Newegg.com, Amazon.com, TigerDirect.com, Fry’s Electronics, Micro Center and Best Buy in the United States, Amazon.de in Germany, and PC World in the United Kingdom.

 

   

Efficient Operating Model and Scalable Supply Chain. We maintain an efficient operating model designed to manage the global supply chain of an increasingly diverse mix of products. We also outsource the manufacturing and most of the assembly and testing of our products to third parties, which provides a flexible and scalable supply chain.

 

   

Strong and Experienced Management Team. We have assembled a strong management team of experienced and talented executives with a track record of execution and deep industry knowledge. Our location in Silicon Valley, significant scale, broad product portfolio and focus on gaming PC hardware help us attract highly talented personnel.

Our Growth Strategy

We intend to maintain and extend our position as a leading provider of high-performance PC gaming hardware by pursuing the following growth strategies:

 

   

Achieve Leading Market Position in Each Product Family. Our strategy is to maintain and strengthen our position as a leading provider of DRAM modules and power supply units to the PC gaming

 

 

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hardware market, while growing our other seven product families into market leaders. Our objective is to achieve and maintain a leading market position in each of our nine product families by leveraging the strength of our brand and reputation with our loyal end-user base, as well as our established global sales channels.

 

   

Increase Sales of Gaming Peripherals. In 2011 we launched our Vengeance brand of products, including gaming keyboards, mice and headsets, geared towards the enthusiast gaming market. We believe that these gaming peripherals expand our addressable market and diversify our customer base. We believe that the strength of our brand and our established base of end-users will facilitate the introduction and sale of new peripheral products.

 

   

Leverage Our Scalable Operating and Business Model. We intend to continue to leverage our flexible operating model, which has allowed us to launch our new products and brands cost effectively and which enables us to deploy our capital efficiently. We believe that our global and scalable operations infrastructure and outsourced manufacturing model can support meaningful growth with modest incremental capital investment.

 

   

Build on Our Existing Infrastructure to Address Growing Opportunities in the Asia Pacific Region. We believe that there are significant opportunities in China, India and other Asian markets with substantial populations as consumer spending on PC gaming hardware increases with growth in disposable income. We have been actively working in Asia since 2004 by building our sales and marketing infrastructure, creating online communities and building relationships with distributors and retailers as part of our strategy to capture the growth opportunities in the region.

 

   

Selectively Pursue Complementary Acquisitions. The markets for some of our products are highly fragmented, with a number of relatively small companies which may lack the necessary resources to market and distribute their products effectively. We plan to evaluate, and may pursue, acquisitions that diversify our product offerings, broaden our end-user base or expand our geographic presence.

Risks Affecting Us

Our business is subject to numerous risks, including those described in the section entitled “Risk Factors” immediately following this prospectus summary. These risks represent challenges to the implementation of our strategy and to the success of our business. These risks include the following:

 

   

integrated circuits, or ICs, account for most of the cost of producing our DRAM modules, and NAND flash memory ICs account for most of the cost of producing our USB flash drives and solid-state drives, and fluctuations in the market price of ICs may have a material impact on our net revenues and gross profit;

 

   

a significant portion of our net revenues is generated by sales of DRAM modules and any significant decrease in the average selling prices of our DRAM modules would have a material adverse effect on our business, results of operations and financial condition;

 

   

our gross profit and gross margin can vary significantly depending on changes in product mix, fluctuations in the market price of DRAM ICs and NAND flash memory ICs, and other factors, many of which are beyond our control;

 

   

we have experienced quarterly and annual GAAP net losses in the past due in large part to stock-based compensation expense and to valuation allowance against deferred tax assets, and these factors may contribute to net losses in the future;

 

   

sales in Europe account for a substantial portion of our net revenues and the ongoing financial uncertainty in Europe and fluctuations in U.S. dollar exchange rates have adversely affected and, if they continue, will adversely affect our operating results;

 

 

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our competitive position depends to a significant degree upon our ability to maintain the strength of our brand among PC gaming enthusiasts;

 

   

our success and growth depend on our ability to continuously develop and successfully market new products and improvements;

 

   

we depend upon the introduction and success of new third-party high-performance computer hardware, particularly microprocessors and graphics cards, and sophisticated new computer games to drive sales of our products;

 

   

we face intense competition and the markets we serve are characterized by continuous and rapid technological developments and change;

 

   

our results of operations are subject to substantial quarterly and annual fluctuations, which may adversely affect the market price of our common stock;

 

   

we may be adversely affected by the financial condition of retailers and distributors to whom we sell our products, particularly to the extent they experience business downturns;

 

   

we do not own any manufacturing facilities, we have no guaranteed sources of supply of products or components, and we depend upon a small number of manufacturers, many of which are single-source suppliers, to supply our products, which may result in product or component shortages, delayed deliveries and quality control problems;

 

   

your ability to influence matters that require approval of our stockholders will be limited because a small group of our existing stockholders will own a substantial portion of our outstanding common stock. In particular, immediately after completion of this offering, Andrew J. Paul, the Chairman of our board of directors, Chief Executive Officer and President and one of our co-founders, and two of our other co-founders will own a total of approximately 40.1% of our outstanding common stock, in each case including shares allocated to their accounts in our employee stock ownership plan, and will therefore have significant influence over our management and affairs and, acting together, may be able to control matters requiring stockholder approval.

Corporate Information

We were founded in 1994 as a California corporation and reincorporated in the State of Delaware in 2007. Our executive offices are located at 46221 Landing Parkway, Fremont, California 94538 and our telephone number is (510) 657-8747. Our website address is www.corsair.com. Information contained on, or accessible through, our website is not incorporated by reference into this prospectus and should not be considered to be part of this prospectus.

We use various trademarks and trade names in our business, including Corsair, Dominator, Dominator GT, Dominator GTX, XMS, Vengeance, Value Select, DHX (including DHX+ and DHX Pro), Flash Voyager, Flash Voyager GT, Flash Voyager GTR, Flash Voyager Mini, Flash Voyager Port, Flash Survivor, Flash Survivor GT, Flash Padlock, Corsair Professional Series, Corsair Enthusiast Series, Corsair Builder Series, Corsair Obsidian Series, Corsair Graphite Series, Corsair Carbide Series, Corsair Air Series, Corsair Hydro Series, Corsair Ice Series, Corsair Storage Solutions, Corsair Performance Series, Corsair Extreme Series, Corsair Reactor Series, Corsair Nova Series, Corsair Force Series, Corsair Gaming Audio Series and Corsair Link, some of which appear in this prospectus, as well as the sail logo appearing on the cover page of this prospectus. All other trademarks and trade names appearing in this prospectus are the property of their respective owners.

 

 

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The Offering

 

Total common stock offered

6,000,000 shares

 

Common stock offered by us

4,124,000 shares

 

Common stock offered by the selling stockholders

1,876,000 shares

 

Total common stock to be outstanding immediately after this offering

17,152,599 shares

 

Use of proceeds

We estimate that the net proceeds we receive from the sale of common stock in this offering will be approximately $42.2 million (or approximately $46.5 million if the underwriters exercise their option to purchase additional shares of common stock in full), in each case assuming an initial public offering price of $13.00 per share, the midpoint of the estimated price range set forth on the cover page of this preliminary prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds that we receive from the sale of shares of our common stock in this offering to repay borrowings outstanding under our revolving credit facility and for other general corporate purposes, which may include working capital, capital expenditures and possible acquisitions of other businesses, products, assets or technologies. Although one of our strategies is to grow through acquisitions, we have no present commitments or agreements to make any acquisitions. We will not receive any proceeds from the sale of shares by the selling stockholders. See “Use of Proceeds.”

 

Proposed Nasdaq Global Market symbol

We have applied to list our common stock on the Nasdaq Global Market under the symbol “CRSR.”

The total number of shares of our common stock to be outstanding immediately after this offering as set forth above is based on 12,254,321 shares outstanding as of March 31, 2012, plus:

 

   

618,278 shares of common stock to be issued upon the Selling Stockholder Option Exercise (as defined below) and sold by the selling stockholders in this offering, and

 

   

156,000 shares of common stock to be issued upon the BHC Warrant Exercise (as defined below) and sold in this offering.

The total number of shares of our common stock to be outstanding immediately after this offering as set forth above excludes:

 

   

5,793,971 shares of our common stock issuable upon the exercise of options outstanding under our equity incentive plans as of March 31, 2012 at a weighted average exercise price of $5.31 per share, calculated on a pro forma basis by giving effect to the assumed exercise of options to purchase a total of 618,278 shares of common stock with a weighted average exercise price of $0.81 per share by certain of the selling stockholders, which option exercise will occur contemporaneously with the

 

 

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closing of this offering and which shares will be sold by those stockholders in this offering, as if that exercise had occurred as of March 31, 2012 (we refer to this option exercise, together with our receipt of a total of approximately $0.5 million in payment of the exercise price of those options, as the Selling Stockholder Option Exercise);

 

   

1,300,000 additional shares of our common stock that will be available for future awards under our 2012 Equity Incentive Plan, plus automatic annual increases in the number of shares of common stock available for future awards under that plan, as more fully described in “Executive Compensation—Equity Incentive Plans”;

 

   

400,000 additional shares of our common stock that will be available for future awards under our new Employee Stock Purchase Plan, plus automatic annual increases in the number of shares of common stock available for future awards under that plan, as more fully described in “Executive Compensation—Equity Incentive Plans”;

 

   

shares of our common stock issuable upon the exercise of certain warrants held by BHC Interim Funding III L.P., or BHC, which we issued in 2009, at an exercise price of $2.75 per share (subject to adjustment as provided in those warrants), except to the extent that the total number of shares of our common stock to be outstanding immediately after this offering set forth above gives effect to the BHC Warrant Exercise. The number of shares of our common stock that will be issuable upon exercise of those warrants, which we refer to as the BHC warrants, immediately after this offering will be equal to the sum of (a) 329,811 shares of common stock, plus (b) the number of shares of common stock equal to 2% of the total number of shares of common stock of all classes issued by us (other than shares of common stock issued in this offering) during the period beginning on and including April 1, 2010 through and including the earlier of the day immediately prior to the closing date of this offering and June 30, 2012, calculated on a fully-diluted basis after giving effect to the exercise of all warrants (other than the BHC warrants), options and rights to acquire any shares of our common stock issued by us, and the conversion of any convertible securities issued by us, during that period, subject to specified exceptions, less (c) 156,000 shares of our common stock to be issued upon cashless exercise of a portion of the BHC warrants and sold by BHC in this offering, which we sometimes refer to, together with the reduction referred to in clause (d) below, as the BHC Warrant Exercise, and less (d) a related reduction in the number of shares of common stock issuable upon exercise of the BHC warrants by 41,854 shares (the “Exercise Shares”) as consideration for such cashless exercise, assuming an initial public offering price of $13.00 per share, the midpoint of the estimated price range set forth on the cover page of this preliminary prospectus. However, because the number of Exercise Shares depends upon the initial public offering price per share in this offering, the actual number of Exercise Shares will likely differ from the number we have assumed for purposes of this preliminary prospectus. We currently estimate that approximately 32,813 additional shares of our common stock will be issuable upon exercise of the BHC warrants pursuant to clause (b) of the preceding sentence immediately after this offering. For information on how changes in the assumed initial public offering price per share result in changes in the total number of Exercise Shares, see note (19) to the table under “Principal and Selling Stockholders” below; and

 

   

up to 346,005 shares of common stock that may be issued upon the exercise of outstanding stock options owned by one of our stockholders at a weighted average exercise price of $0.80 per share (resulting in receipt by us of up to approximately $0.3 million in payment of the exercise price) and sold by such selling stockholder to the underwriters, and up to 359,000 shares of common stock that may be issued by us and sold to the underwriters, in each case if the underwriters exercise their option to purchase additional shares in connection with this offering.

 

 

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Unless otherwise expressly stated or the context otherwise requires, the information in this prospectus gives effect to and assumes the following:

 

   

no exercise or forfeiture subsequent to March 31, 2012 of outstanding options or warrants issued by us, other than the Selling Stockholder Option Exercise and the BHC Warrant Exercise, and no grant by us of new stock options subsequent to March 31, 2012;

 

   

the effectiveness of our amended and restated certificate of incorporation, which we sometimes refer to as our certificate of incorporation, and of our amended and restated bylaws, which we sometimes refer to as our bylaws, which will occur prior to the closing of this offering;

 

   

a one-for-five reverse split of our common stock effected on April 24, 2012; and

 

   

no exercise by the underwriters of their option to purchase a total of up to 900,000 additional shares of common stock from us and one of our stockholders on the terms and conditions set forth on the cover page of this prospectus if the underwriters sell more than 6,000,000 shares of common stock in this offering. If that option is exercised, the underwriters will first purchase up to 541,000 additional shares from this stockholder (of which the first 346,005 shares will be issued upon the exercise of outstanding stock options owned by this stockholder and the remaining 194,995 shares will be outstanding shares owned by this stockholder) and, if the total number of additional shares purchased by the underwriters upon exercise of this option exceeds 541,000 shares, any shares in excess of that amount will be issued by us and sold to the underwriters.

The Holding Company Formation, ESOP Repurchase Right Termination and BHC Warrant Amendment

Corsair Components, Inc., or Corsair Components, the issuer of the common stock to be sold in this offering, was incorporated in Delaware in January 2010. Our business was in the past conducted through Corsair Memory, Inc., or Corsair Memory, and its predecessors and their respective subsidiaries. On November 22, 2010, Corsair Memory effected a corporate reorganization, which we sometimes refer to as the Holding Company Formation, pursuant to which Corsair Memory became a wholly-owned subsidiary, and all of our other subsidiaries became direct or indirect subsidiaries, of Corsair Components. In connection with the Holding Company Formation, the outstanding shares of Corsair Memory’s common stock were converted into shares of Corsair Components’ common stock and outstanding options and warrants to purchase Corsair Memory’s common stock became options or warrants, as the case may be, to purchase shares of Corsair Components’ common stock. Accordingly, our consolidated financial statements and other financial information included in this prospectus as of dates and for periods prior to the date of the Holding Company Formation reflect the results of operations and financial position of Corsair Memory and its consolidated subsidiaries, and our consolidated financial statements and other financial information as of dates and for periods from and after the date of the Holding Company Formation reflect the results of operations and financial condition of Corsair Components and its consolidated subsidiaries, in each case unless otherwise expressly stated or the context otherwise requires.

The terms of our employee stock ownership plan, or ESOP, currently provide that ESOP participants have the right, for a specified period of time, to require us to repurchase shares of our common stock that are distributed to them by the ESOP. As a result, the shares of common stock held by the ESOP are reflected in our consolidated balance sheet in a line item (called “redeemable ESOP shares”) below liabilities and above stockholders’ (deficit) equity and in an offsetting line item (also called “redeemable ESOP shares”) that is a component of stockholders’ (deficit) equity. We will terminate this repurchase right, which we sometimes refer to as the ESOP Repurchase Right Termination, upon or shortly after the closing of this offering, whereupon this accounting treatment for the ESOP shares will be discontinued.

On June 18, 2009, we received a $5.0 million term loan from BHC and, in connection with that loan, issued the BHC warrants to BHC. The holder of the BHC warrants has the right to require us to repurchase those warrants or the shares of common stock issued on exercise of those warrants on June 30, 2012 and under other

 

 

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specified circumstances. In addition, the exercise price of the BHC warrants, and the property receivable upon exercise, are subject to adjustment under certain circumstances. See “Description of Capital Stock—Warrants—BHC Warrants.” Among other things, the BHC warrants provide that, if we offer, sell or grant any option to purchase our common stock (other than under existing equity compensation plans) at a price per share that is less than the exercise price of the BHC warrants then in effect, the exercise price of the BHC warrants will be adjusted. As a result of this repurchase right, the BHC warrants are reflected as a liability on our consolidated balance sheet. However, both this repurchase right and the exercise price adjustment provision described in the second preceding sentence (but not the other exercise price adjustment provisions in the BHC warrants), will terminate upon the closing of this offering, which we sometimes refer to, collectively, as the BHC Warrant Amendment, which means that the outstanding BHC warrants will then be reflected in stockholders’ (deficit) equity on our consolidated balance sheet.

A significant number of our outstanding employee stock and stock option awards were previously subject to repurchase rights that, combined with our past practices of repurchasing shares issued under our equity incentive plans, caused such awards to be reflected as a stock compensation liability on our consolidated balance sheet. These repurchase rights were terminated on June 29, 2010. Further, during the last three years we have not repurchased any shares issued under our equity incentive plans within six months of option exercise and we do not plan to continue our past practice of repurchasing shares issued under our equity incentive plans within six months of option exercise, except as may be required under our ESOP. Accordingly, the stock compensation liability was reclassified to stockholders’ equity (deficit) in our consolidated balance sheet, effective as of June 29, 2010, and these stock and stock option awards are no longer subject to remeasurement for each reporting period.

 

 

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Summary Consolidated Financial Data

We derived the following summary consolidated statement of operations data and other financial and operating data (other than units sold) for the years ended December 31, 2009, 2010 and 2011 from our audited consolidated financial statements included elsewhere in this prospectus. We derived the following summary consolidated statement of operations data and other financial and operating data (other than units sold) for the years ended December 31, 2007 and 2008 from our audited consolidated financial statements, which financial statements are not included in this prospectus. We derived the following summary consolidated statement of operations data and other financial and operating data (other than units sold) for the three months ended March 31, 2011 and 2012 and the following summary historical consolidated balance sheet data as of March 31, 2012 from our unaudited interim consolidated financial statements included elsewhere in this prospectus, which unaudited interim consolidated financial statements have been prepared on the same basis as the audited financial statements included elsewhere in this prospectus and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly our financial condition and results of operations for those periods. Our results of operations and financial condition presented below do not purport to be indicative of our results of operations or financial condition as of any future date or for any future period. You should read the following information together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Selected Consolidated Financial Data” and our consolidated financial statements and related notes appearing elsewhere in this prospectus.

 

    Year Ended December 31,     Three Months Ended
March 31,
 
    2007     2008     2009     2010     2011     2011     2012  
    (in thousands except per share amounts)  

Consolidated Statement of Operations Data:

             

Net revenues

  $ 379,718      $ 341,072      $ 325,633      $ 379,626      $ 455,240      $ 107,429      $ 132,554   

Cost of revenue(1)

    343,337        305,505        278,976        328,641        380,885        88,537        112,292   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

    36,381        35,567        46,657        50,985        74,355        18,892        20,262   

Operating expenses:

             

Product development(1)

    1,736        87        13,514        8,047        7,171        1,459        2,218   

Sales and marketing(1)

    15,751        17,534        23,780        21,942        30,552        6,592        8,815   

General and administrative(1)

    11,039        4,668        20,201        14,113        13,077        3,147        4,404   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

    28,526        22,289        57,495        44,102        50,800        11,198        15,437   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from operations

    7,855        13,278        (10,838     6,883        23,555        7,694        4,825   

Interest expense, net

    (3,267     (2,543     (1,730     (1,163     (773     (181     (387

Loss on revaluation of common stock warrants

    —          —          (1,722     (435     (679     (532     (531

Other income (expense), net

    70        (90     310        (171     76        41        60   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before income taxes

    4,658        10,645        (13,980     5,114        22,179        7,022        3,967   

Income tax expense (benefit)

    67        (557     (5,290     15,314        2,822        2,159        885   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

  $ 4,591      $ 11,202      $ (8,690   $ (10,200   $ 19,357      $ 4,863      $ 3,082   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) per share:

             

Basic

  $ 0.39      $ 0.94      $ (0.71   $ (0.84   $ 1.59      $ 0.40      $ 0.25   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

  $ 0.01      $ (0.14   $ (0.71   $ (0.84   $ 1.26      $ 0.26      $ 0.20   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares used in computing net income (loss) per share:

             

Basic

    11,698        11,928        12,250        12,206        12,183        12,172        12,242   

Diluted

    15,955        15,115        12,250        12,206        15,368        18,476        15,689   

 

(Footnote appears on next page)

 

 

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(1) Includes stock-based compensation (benefit) expense as follows:

 

     Year Ended December 31,      Three Months
Ended

March 31,
 
     2007     2008     2009     2010     2011      2011      2012  
     (in thousands)  

Cost of revenue

   $ (476   $ (1,674   $ 448      $ 909      $ 171       $ 34       $ 83   

Product development

     (1,672     (4,353     8,389        2,480        368         94         138   

Sales and marketing

     (398     (1,389     7,878        1,631        942         257         265   

General and administrative

     (1,984     (5,407     11,289        3,272        1,226         279         357   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Total

   $ (4,530   $ (12,823   $  28,004      $  8,292      $  2,707       $      664       $      843   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

 

 

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     Year Ended December 31,      Three Months
Ended March  31,
 
     2007      2008     2009      2010      2011      2011      2012  
     (dollars and units in thousands)  

Other Financial and Operating Data:

                   

Adjusted EBIT(1)

   $ 3,325       $ 455      $ 17,166       $ 15,175       $ 26,262       $ 8,358       $ 5,668   

Adjusted net income (loss)(1)

   $ 61       $ (1,621   $ 7,022       $ 9,610       $ 16,657       $ 5,516       $ 3,925   

Net revenues:

                   

High-performance memory components

   $ 362,419       $ 295,755      $ 243,124       $ 252,961       $ 235,395       $ 64,426       $ 64,574   

Gaming components and peripherals

     17,299         45,317        82,509         126,665         219,845         43,003         67,980   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 379,718       $ 341,072      $ 325,633       $ 379,626       $ 455,240       $ 107,429       $ 132,554   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Gross profit:(2)

                   

High-performance memory components

   $ —         $ —        $ 30,167       $ 25,470       $ 32,885       $ 10,415       $ 9,498   

Gaming components and peripherals

     —           —          16,490         25,515         41,470         8,477         10,764   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 36,381       $ 35,567      $ 46,657       $ 50,985       $ 74,355       $ 18,892       $ 20,262   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Gross margin:(2)(3)

                   

High-performance memory components

     —  %         —  %        12.4%         10.1%         14.0%        16.2%         14.7%   

Gaming components and peripherals

     —  %         —  %        20.0%         20.1%         18.9%        19.7%         15.8%   

Total

     9.6%         10.4%        14.3%         13.4%         16.3%        17.6%         15.3%   

Total units sold

     9,314         10,700        9,083         7,914         12,330         2,683         3,546   

 

(1) We present adjusted earnings before interest and taxes, or EBIT, and adjusted net income (loss) in this prospectus to provide investors with supplemental measures of our operating performance. Adjusted EBIT and adjusted net income (loss) are non-GAAP financial measures. We define adjusted EBIT as net income (loss) less other income (expense), net, plus interest expense, net, gain (loss) on revaluation of common stock warrants, income tax expense (benefit) and stock-based compensation (benefit) expense. We define adjusted net income (loss) as net income (loss) plus tax-adjusted stock-based compensation (benefit) expense.

We believe that adjusted EBIT and adjusted net income (loss) assist our board of directors, management and investors in comparing our operating performance from period to period on a consistent basis because, in the case of adjusted EBIT, it removes the impact of stock- based compensation (benefit) expense (which is a non-cash item and, prior to June 29, 2010, varied substantially from period to period due to our use of liability accounting), gain (loss) on revaluation of our outstanding common stock warrants (which is a non-cash item), other income (expense), net (which consists of items, such as foreign currency gain or loss and income from scrap sales, that we do not consider indicative of our operating performance) and variations in our capital structure (affecting interest expense, net) and tax position (such as the impact of changes in effective tax rates) and because, in the case of adjusted net income (loss), it removes the impact of tax-adjusted stock-based compensation (benefit) expense. We have excluded stock-based compensation (benefit) expense from adjusted EBIT and tax-adjusted stock-based compensation (benefit) expense from adjusted net income (loss) because our management believes that operating metrics that exclude stock-based compensation (benefit) expense provide a more direct view of our operating results (especially because of the variability in stock-based compensation (benefit) expense that, until June 29, 2010, was caused by our use of liability accounting) and therefore uses metrics that exclude stock-based compensation (benefit) expense in managing our business. In addition, the stock and stock option repurchase rights that required us to use liability accounting were terminated on June 29, 2010, stock compensation liability was reclassified to stockholders’ equity (deficit) in our consolidated balance sheet, effective as of June 29, 2010, and these stock and stock option awards are no longer subject to remeasurement for each reporting period. Moreover, in light of the public market for our common stock that will exist after this offering, we do not plan to continue our past practice of repurchasing shares issued under our equity incentive plans within six months of option exercise, except as may be required under our ESOP. We therefore believe that eliminating stock-based compensation (benefit) expense is appropriate to present our historical financial data in a manner that is consistent with both the way in which our management evaluates our results of operations and our intended operations as a public company following this offering. We also use adjusted EBIT as a performance measure in determining management bonuses. The use of adjusted EBIT and adjusted net income (loss) have limitations and you should not consider these performance measures in isolation from or as an alternative to GAAP measures such as net income (loss). For further information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Performance Measures.”

(Footnote continued on next page)

 

 

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(1) (cont.) The following table provides a reconciliation of adjusted EBIT to net income (loss), the most directly comparable GAAP financial measure, for the following periods:

 

     Year Ended December 31,      Three Months
Ended March 31,
 
     2007     2008     2009     2010     2011      2011      2012  
     (in thousands)  

Net income (loss)

   $   4,591      $    11,202      $ (8,690   $ (10,200   $ 19,357       $ 4,863       $ 3,082   

Less: other income (expense), net

     70        (90     310        (171     76         41         60   

Plus:

                

Interest expense, net

     3,267        2,543        1,730        1,163        679         181         387   

Loss on revaluation of common stock warrants

     —          —          1,722        435        773         532         531   

Income tax expense (benefit)

     67        (557     (5,290     15,314        2,822         2,159         885   

Stock-based compensation (benefit) expense

     (4,530     (12,823     28,004        8,292        2,707         664         843   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Adjusted EBIT

   $ 3,325      $ 455      $ 17,166      $  15,175      $ 26,262       $ 8,358       $ 5,668   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

The following table provides a reconciliation of adjusted net income (loss) to net income (loss), the most directly comparable GAAP financial measure, for the following periods. The tax adjustment in the following table reflects the increase in income tax expense or decrease in income tax benefit, as the case may be, that would have been reflected in our consolidated statement of operations for the applicable period if stock-based compensation (benefit) expense was not deducted or added, as the case may be, in computing net income (loss). We revised our valuation allowance in 2009 and again in 2010. In 2011, we reversed $8.2 million of our valuation allowance as a result of the exercise of stock options, generating total tax deductions of $22.9 million and creating tax losses for U.S. federal income tax purposes. The tax losses may be carried back to 2009, which will enable us to recover certain U.S. federal income taxes previously paid. During 2011, we also increased our valuation allowance by $0.9 million against stock-based compensation expense timing differences recognized during 2011, and we recorded a valuation allowance of $5.6 million against our remaining federal and state deferred tax assets, when we concluded it is more likely than not that we will not be able to realize these assets. In assessing the realizability of deferred tax assets, we considered the cumulative results of operations for our U.S. entities for the three years ended December 31, 2011, which showed a cumulative net loss, lack of ability to carry back any further losses to prior years, our California “Water’s Edge” tax election in 2011, which reduced our ability to realize these deferred tax assets in 2011 and future periods, and other negative evidence.

 

     Year Ended December 31,      Three Months
Ended March 31,
 
     2007     2008     2009     2010     2011      2011      2012  
     (in thousands)  

Net income (loss)

   $    4,591      $    11,202      $ (8,690   $ (10,200   $ 19,357       $ 4,863       $ 3,082   

Plus stock-based compensation (benefit) expense

     (4,530     (12,823     28,004         8,292        2,707         664         843   

Less tax adjustment

     —          —          12,292        (11,518     5,407         11         —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Adjusted net income (loss)

   $ 61      $ (1,621   $ 7,022      $ 9,610      $ 16,657       $ 5,516       $ 3,925   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

 

(2) Our business has two operating segments: high-performance memory components and gaming components and peripherals. Prior to 2009, we evaluated the performance of our two operating segments based on net revenues; accordingly, information relating to cost of revenue and gross profit for each operating segment is not available for periods prior to 2009. Starting in 2009, we began evaluating the performance of our two operating segments based on cost of revenue and gross profit, in addition to net revenues.
(3) Gross margin is gross profit as a percentage of net revenues.

 

 

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     As of March 31, 2012  
     Actual     Pro  Forma(1)     Pro Forma
As Adjusted(1)
 
     (in thousands)          

Consolidated Balance Sheet Data:

      

Cash

   $ 1,582      $ 1,582      $ 44,291   

Total assets

   $ 126,830      $ 126,830      $ 169,539   

Short-term debt and current portion of long-term debt and capital lease obligations

   $ 27,931      $ 27,931      $ 27,931   

Long-term debt and capital lease obligations (less current portion)

   $ —        $ —        $ —     

Common stock warrant liability

   $ 3,540      $ —        $ —     

Treasury stock

   $ (24,825   $ (24,825   $  (24,825)   

Redeemable ESOP shares

   $ 26,198      $ —        $ —     

Total stockholders’ equity

   $ (3,082   $ 26,656      $ 69,365   

 

(1) The pro forma balance sheet data in the table above gives effect to the ESOP Repurchase Right Termination and the BHC Warrant Amendment, and the pro forma as adjusted balance sheet data in the table above gives effect to the ESOP Repurchase Right Termination, the Selling Stockholder Option Exercise (including our receipt of payment of the exercise price of those options), the BHC Warrant Amendment, the BHC Warrant Exercise, and the sale of shares of our common stock in this offering at an assumed initial public offering price of $13.00 per share, the midpoint of the estimated price range set forth on the cover page of this preliminary prospectus, and our receipt of the estimated net proceeds from the sale of the shares sold by us, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, as if those transactions had occurred as of March 31, 2012. None of this data gives effect to our application of those net proceeds. Each $1.00 increase (decrease) in the assumed initial public offering price of $13.00 per share, the midpoint of the estimated price range set forth on the cover page of this preliminary prospectus, would increase (decrease) our pro forma as adjusted cash, total assets and total stockholders’ equity by approximately $3.8 million (or by approximately $4.2 million if the underwriters exercise their option to purchase additional shares of common stock in full), in each case assuming that the number of shares of common stock sold by us, as set forth on the cover page of this preliminary prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Each 100,000 share increase (decrease) in the number of shares of common stock sold by us in this offering would increase (decrease) our pro forma as adjusted cash, total assets and total stockholders’ equity by approximately $1.2 million, assuming an initial public offering price per share equal to the midpoint of the estimated price range set forth on the cover page of this preliminary prospectus and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. The pro forma as adjusted information set forth above is provided for illustrative purposes only and our actual consolidated balance sheet data after this offering will be determined in part by the actual public offering price and number of shares sold by us and other terms of this offering. For information on how changes in the assumed initial public offering price per share result in changes in the total number of Exercise Shares necessary to effect the BHC Warrant Exercise on a cashless basis, see note (19) to the table under “Principal and Selling Stockholders” below.

 

 

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RISK FACTORS

Investing in our common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together with the risks and uncertainties described elsewhere in this prospectus, including in our consolidated financial statements and related notes, before deciding whether to purchase shares of our common stock. If any of the following risks is realized, our business, financial condition, results of operations and prospects could be materially and adversely affected. In that event, the price of our common stock could decline and you could lose part or all of your investment.

Risks Related to Our Business

Integrated circuits account for most of the cost of producing our DRAM modules, USB flash drives, and solid-state drives and fluctuations in the market price of integrated circuits may have a material impact on our net revenues and gross profit.

DRAM integrated circuits, or ICs, account for most of the cost of producing our DRAM modules, and NAND flash memory ICs account for most of the cost of producing our USB flash drives and solid-state drives. The market for these ICs is highly competitive and cyclical. Prices of DRAM ICs and NAND flash memory ICs have been volatile and subject to significant fluctuations in the past over relatively short periods of time due to a number of factors, including excess supply of ICs due to manufacturing overcapacity and imbalances in supply and demand. These fluctuations are likely to continue in the future, which could materially affect our net revenues and gross profit. For example, our gross profit will be adversely affected if IC prices rise but we are unable to increase our product prices in response to the rising cost of purchasing ICs. Conversely, to the extent declines in the market price of ICs enable our competitors to lower prices, we will likely be forced to lower our product prices in order to compete effectively. Either of these circumstances could materially adversely affect our net revenues and gross margins (which we define as gross profit as a percentage of net revenues).

In addition, we understand that Elpida Memory, Inc., or Elpida, a Japanese corporation and a manufacturer of DRAM ICs, commenced reorganization proceedings under Japanese insolvency laws in late February 2012. This resulted in an increase in the market prices of DRAM ICs. However, we have generally been able to raise the selling prices of our DRAM modules in response to the increase in market prices of DRAM ICs resulting from the announcement of Elpida’s reorganization proceedings. As a result, while the increase in those prices has increased our expenses, it has not to date had a material adverse effect on our gross margins. Nonetheless, we cannot assure you that Elpida’s reorganization will not have a material adverse effect on our gross margins or other operating results in the future.

We use DRAM ICs produced by Elpida and a number of other manufacturers in our DRAM modules and we purchase those DRAM ICs from third party distributors and, to a lesser extent, directly from certain of those manufacturers. According to market share data for DRAM IC manufacturers appearing on the website of IHS iSuppli, a market research firm, Elpida had an approximately 11.9% share of the worldwide DRAM IC market for the fourth quarter of 2011, compared to approximately 43.2% for Samsung, approximately 23.7% for Hynix, approximately 12.1% for Micron Technology and approximately 3.5% for Nanya, in each case for the same period. Over the last several years, we have purchased significant quantities of DRAM ICs manufactured by Elpida. For example, for the years ended December 31, 2009, 2010 and 2011 and the three months ended March 31, 2012, DRAM ICs produced by Elpida accounted for approximately 41.7%, 37.9%, 40.8% and 42.3%, respectively, of our total annual purchases of DRAM ICs. We have continued to purchase Elpida DRAM ICs from third party distributors subsequent to the commencement of Elpida’s reorganization proceedings. However, should we be unable to procure Elpida DRAM ICs, we believe that we would be able to meet our needs by purchasing DRAM ICs produced by other manufacturers, although we cannot assure you that this will be the case. Nonetheless, there are a limited number of companies capable of producing the high speed DRAM ICs required for our high-performance DRAM modules, and any inability to procure the requisite quantities and quality of DRAM ICs, whether due to Elpida’s reorganization or otherwise, could reduce our production of DRAM modules and have an adverse effect, which could be material, on our net revenues, cash flows, expenses and other operating results.

 

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A significant portion of our net revenues is generated by sales of DRAM modules and any significant decrease in the average selling prices of our DRAM modules would have a material adverse effect on our business, results of operations and financial condition.

A significant, although declining, percentage of our net revenues is generated by sales of DRAM modules. In particular, net revenues of our high-performance memory components segment, most of which are generated by sales of DRAM modules, accounted for a total of 74.7%, 66.6%, 51.7% and 48.7% of our consolidated net revenues in 2009, 2010, 2011 and the three months ended March 31, 2012, respectively. As a result, any significant decrease in average selling prices of our DRAM modules, whether as a result of declining market prices of DRAM ICs or for any other reason, would have a material adverse effect on our business, results of operations and financial condition. Selling prices for our DRAM modules tend to increase or decrease with increases or decreases, respectively, in market prices of DRAM ICs. Average selling prices of DRAM ICs declined substantially in 2008 and again from the second half of 2010 through the fourth quarter of 2011. This decrease had an adverse effect on our results of operations for those periods. Furthermore, declines in average selling prices of our USB flash drives and solid-state drives, whether as a result of declining prices of NAND flash memory ICs or for other reasons, may adversely affect our business, results of operations and financial condition. Similarly, declines in average selling prices of DRAM ICs and USB flash drives and solid-state drives could affect the valuation of our inventory and may lead to inventory write-downs. Declines in average selling prices of DRAM ICs could also allow original equipment manufacturers to pre-install higher capacity DRAM modules into new computers at existing price points, which could reduce the demand for our DRAM modules in the retail market.

Our gross profit and gross margin can vary significantly depending on changes in product mix, fluctuations in the market price of DRAM ICs and NAND flash memory ICs and other factors, many of which are beyond our control.

Our gross profit, which we define as net revenues less cost of revenue, can vary substantially due to consumer demand, competition, product life cycles, new product introductions, fluctuations in average selling prices for our products (including fluctuations resulting from changes in the market price of DRAM and NAND flash memory ICs), unit volumes and manufacturing, freight and distribution costs. In particular, if we are not able to introduce new products in a timely manner, if our product, freight or other costs exceed our expectations, if demand for our products is less than we anticipate, or if there are product pricing, marketing and other initiatives by our competitors to which we need to react by lowering our selling prices or increasing promotional and marketing expenditures, our gross profit may be materially adversely affected. In addition, if we are unable to properly balance inventories of DRAM ICs, DRAM modules and NAND flash memory ICs at our Taiwan facility and at our shipping hubs against demand for DRAM modules, solid-state drives and USB flash drives, fluctuations in the market price of DRAM ICs and NAND flash memory ICs can also have a negative effect on our gross margins. In the past, when prices of DRAM ICs and DRAM modules decrease, this has tended to have a negative short-term impact on gross margins of our DRAM modules (reflecting the relatively higher cost of DRAM modules held in our inventory). Likewise, decreases in prices of NAND flash memory ICs could have a similar negative short term impact on gross margins of our solid-state drives and USB flash drives. As a result, our gross profit and gross margin may vary materially from quarter to quarter due to changes in prices of DRAM ICs and NAND flash memory ICs.

In addition, our gross margins may vary significantly by product line. For example, due to price competition in the market for DRAM modules and solid-state drives and, to a lesser extent, USB flash drives, these products generally have lower gross margins than our power supply units, cooling systems, computer cases and gaming peripherals. Should the mix of products sold shift from higher margin products to lower margin products, our overall gross margins may be adversely affected. For example, gross margins were lower in the three months ended March 31, 2012 as compared to the three months ended March 31, 2011, in part due to strong growth in sales of solid-state drives, which generally have lower gross margins than other products in our gaming components and peripherals segment.

 

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We have experienced quarterly and annual GAAP net losses in the past due in large part to stock-based compensation expense and to valuation allowance against deferred tax assets, and these factors may contribute to net losses in the future.

We experienced net losses (computed in accordance with GAAP) of $8.7 million and $10.2 million in 2009 and 2010, respectively. Those losses were due to a variety of factors, particularly significant stock-based compensation expense resulting in large part from increases in the estimated fair value of our common stock. Our stock-based compensation expense was $28.0 million and $8.3 million in 2009 and 2010, respectively. In addition, we recorded a valuation allowance of $13.6 million in 2010 against deferred tax assets that we previously recorded as a result of stock-based compensation expense.

Prior to June 29, 2010, a significant number of our outstanding employee stock and stock option awards were subject to repurchase rights that, combined with our past practice of repurchasing shares issued under our equity incentive plans within six months of option exercise, required us to use liability accounting for those awards under GAAP. Under the liability accounting rules, we were required to remeasure stock-based compensation expense for those awards at the end of each reporting period. As of June 29, 2010, the date these repurchase rights terminated, the stock compensation liability was reclassified to stockholders’ equity (deficit) in our consolidated balance sheet and these stock and stock option awards are no longer subject to remeasurement for each reporting period. Thus, accounting for stock-based compensation has become more predictable. We expect, however, that stock option and other equity awards will continue to comprise a significant part of our overall compensation package for employees. Accordingly, to the extent such stock-based compensation results in a significant expense or requires us to establish additional valuation allowances, this may contribute to net losses in the future.

Sales in Europe account for a substantial portion of our net revenues and the ongoing financial uncertainty in Europe and fluctuations in U.S. dollar exchange rates have adversely affected our operating results.

For 2009, 2010, 2011 and the three months ended March 31, 2012, we generated 52.2%, 50.9%, 51.5% and 48.7%, respectively, of our total net revenues from sales in Europe. As a result, our consolidated results of operations are particularly susceptible to downturns in economic conditions in Europe. In that regard, the ongoing financial uncertainty in Europe (including concerns that certain European countries may default in payments due on their national debt) and the resulting economic uncertainty and the fluctuations in the values of the Euro and British pound compared to the U.S. dollar have from time to time adversely affected our sales in Europe. In particular, because sales of our products are denominated primarily in U.S. dollars, a decline in the values of the Euro or British pound relative to the U.S. dollar generally increases the local currency selling prices of, and therefore reduces demand for, our products in Europe. This had a significant adverse effect on our net revenues for the second quarter of 2010 and the beginning of the third quarter of 2010. While the Euro and British pound weakened against the U.S. dollar in the fourth quarter of 2011, we did not experience any material adverse impact on net revenues from this change through March 31, 2012; however, if this trend continues, it could adversely impact our net revenues and operating results in future periods. Likewise, we believe ongoing weakness in sectors of the European economy contributed to slower growth in our revenue in Europe as compared to other geographic regions in the three months ended March 31, 2012.

Our competitive position depends to a significant degree upon our ability to maintain the strength of our brand among PC gaming enthusiasts and any failure to maintain and build our brand could have a material adverse effect on our business and lead to a reduction in our net revenues.

We regard our brand as a valuable asset and we consider it essential to both maintaining and strengthening our brand that we be perceived as a leading supplier of cutting-edge, high-performance products. This requires that we constantly innovate by introducing new and enhanced products that achieve significant levels of acceptance among our end-users. We also need to invest in, and devote substantial resources to, advertising, marketing and other efforts to create and maintain brand recognition and loyalty among our customers and end-users. Product development, marketing and other brand promotion activities may not yield increased revenues and, even if they do, any increased revenues may not offset the expenses incurred in building our brand.

 

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If we fail to maintain and build our brand, or if we incur substantial expenses in an unsuccessful attempt to maintain and build our brand, it may have a material adverse effect on our competitive position, business and revenues. Our brand may also be damaged by events such as product recalls, perceived declines in quality or reliability, product shortages and other events, some of which are beyond our control.

Our success and growth depend on our ability to continuously develop and successfully market new products and improvements; if we are unable to do so, demand for our current products may decline and new products we introduce may not be successful.

The products we sell are characterized by short product life cycles, frequent new product introductions, rapidly changing technology and evolving industry standards. In addition, average selling prices of our products tend to decline as they mature. As a result, we must continually anticipate and respond to changing customer requirements, innovate in our current and emerging product categories, introduce new product lines and products and enhance existing products in order to remain competitive and execute our growth strategy.

We believe that the success of our products depends to a significant degree on our ability to identify new features or product opportunities, anticipate technological developments and market trends and distinguish our products from those of our competitors. In order to further grow our business, we also will need to quickly develop, manufacture and ship innovative and reliable new products and enhancements to our existing products in a cost-effective and timely manner to take advantage of developments in enabling technologies and the introduction of new computer hardware (such as new generations of microprocessors and more powerful graphics cards) and computer games, all of which drive demand for our products.

If we do not execute on these factors successfully, demand for our current products may decline and any new products that we may introduce may not gain widespread acceptance, adversely affecting our business and operating results. In addition, if we do not continue to distinguish our products through distinctive, technologically advanced features and designs, as well as continue to build and strengthen our brand recognition and our access to distribution channels, our business could be harmed.

We depend upon the introduction and success of new third-party high-performance computer hardware, particularly microprocessors and graphics cards, and sophisticated new computer games to drive sales of our products. If newly introduced microprocessors, graphics cards and sophisticated computer games are not successful, or if the rate at which those products are introduced declines, it would likely have a material adverse effect on our business.

We believe that the introduction of more powerful central processing units, or CPUs, graphics cards and similar computer hardware that place increased demands on other system components, such as memory, power supply or cooling, has a significant effect on the demand for our products. The manufacturers of those products are independent companies that we do not control and over which we have no influence. As a result, our operating results can be materially affected by the frequency with which new high-performance hardware products are introduced by these independent third parties, whether these products achieve widespread consumer acceptance and whether additional memory, enhanced power supply units or cooling systems, solid-state drives, new computer cases or other peripheral devices are necessary to support those products. Although we believe that, historically, new generations of high-performance CPUs and graphics cards have positively affected the demand for our products, we cannot assure you that this will be the case in the future. For example, the introduction of a new generation of highly efficient CPUs and graphics cards that require less power or that generate less heat than prior generations may reduce the demand for both our power supply units and cooling systems. In the past, semiconductor and computer hardware companies have typically introduced new products annually, generally in the second calendar quarter, which has tended to drive our sales in the following two quarters. If computer hardware companies do not continue to regularly introduce new and enhanced CPUs, graphics cards and other products that place increasing demands on system memory and processing speed, require larger power supply units or cooling systems or that otherwise drive demand for computer cases, USB

 

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flash drives and other peripherals, or if consumers do not accept those products, it would likely have a material adverse effect on our business, results of operations and financial condition.

We also believe that sales of our products are driven by conditions in the computer gaming industry. In particular, we believe that our business depends on the introduction and success of computer games with sophisticated graphics that place greater demands on system processing speed and capacity and therefore require more powerful CPUs or graphics cards, which in turn drives demand for our high-performance DRAM modules, power supply units, cooling systems and other components and peripherals. Likewise, we believe that the continuing introduction and market acceptance of new or enhanced versions of computer games helps sustain consumer interest in computer gaming generally. The demand for our products would likely decline, perhaps substantially, if computer game companies and developers do not introduce and successfully market sophisticated new and improved games that require increasingly high levels of system and graphics processing power on an ongoing basis or if demand for computer games among computer gaming enthusiasts or conditions in the computer gaming industry deteriorate for any reason. As a result, our sales and other operating results fluctuate due to conditions in the market for computer games and downturns in this market would likely materially adversely affect our business, results of operations and financial condition.

We face intense competition and, if we do not compete effectively, we could lose market share, demand for our products could decline and our business and operating results could suffer.

We face intense competition in the markets for all of our products. We operate in markets that are characterized by rapid technological change, constant price pressure, rapid product obsolescence, evolving industry standards and new demands for features and performance. We experience aggressive price competition and other promotional activities by competitors, including in response to declines in consumer demand and excess product supply or as competitors seek to gain market share.

In recent years, we have added new product categories and we intend to introduce new product categories in the future. To the extent we are successful in adding new product categories, we will confront new competitors, many of which may have more experience, better known brands and greater distribution capabilities in the new product categories and markets than we do. In addition, because of the continuing convergence of the markets for computing devices and consumer electronics, we expect greater competition in the future from well-established consumer electronics companies. Many of our current and potential competitors, some of which are large, multi-national businesses, have substantially greater financial, technical, sales, marketing, personnel and other resources and greater brand recognition than we have. Our competitors may be in a stronger position to respond quickly to new technologies and may be able to design, develop, market and sell their products more effectively than we can. In addition, some of our competitors are small or mid-sized specialty companies, which may enable them to react to changes in industry trends or consumer preferences or to introduce new or innovative products more quickly than we can. As a result, our product development efforts may not be successful or result in market acceptance of our products.

Competitors in the DRAM module, USB flash drive and solid-state drive markets. Our primary competitors in the markets for DRAM modules and USB flash drives include Adata, GSkill, Kingston Technology, Micron Technology through its Crucial division, Patriot and SanDisk. Our primary competitors in the market for solid-state drives include Intel, Micron Technology through its Crucial division, OCZ Technology and Samsung. In that regard, we face the risk that established semiconductor companies, such as Intel, Micron Technology, Samsung and SanDisk, which each manufacture DRAM or NAND flash memory ICs and incorporate them into the DRAM modules, USB flash drives or solid-state drives they sell, or established disk drive companies, such as Seagate or Western Digital, that sell solid-state drives, will use their lower cost structures, widely recognized brands and other resources to price their products substantially below ours and capture market share from us.

Competitors in the power supply unit, cooling system and computer case markets. Our primary competitors in the markets for power supply units, cooling systems and computer cases include Antec, Coolermaster and Thermaltake.

 

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Competitors in the gaming peripherals market. We launched our first audio product in the third quarter of 2010 with the introduction of our gaming headset and our first gaming speakers in January 2011, and we have developed other audio products since that time. Our primary competitors in the market for audio products include Creative Labs, Klipsch, Logitech and Razer.

We launched our first gaming keyboards and mice in the third quarter of 2011. Our primary competitors in the markets for gaming keyboards and mice, include Logitech, Microsoft, Razer and SteelSeries.

Competitors in computer accessories. We introduced our computer case fans, internal computer cables and our Corsair Link cooling and lighting control kits in the first quarter of 2012. Our primary competitors in the markets for case fans include Coolermaster, Rosewill, and Zalman. Our primary competitors in the markets for internal computer cables include Nippon Labs and Rosewill. Our primary competitors in the markets for computer case fan controllers include NZXT and Rosewill.

Competitors in new markets. We are considering a number of other new products and, to the extent we introduce products in new categories, we will likely experience substantial competition from additional companies, including large computer peripherals and consumer electronics companies with global brand recognition and significantly greater resources than ours.

Competition from video game consoles. PC-based games may be subject to significant competition from dedicated video game consoles, such as Microsoft’s Xbox, Nintendo’s Wii and Sony’s PlayStation, to the extent that the processing and graphics power of those consoles increase substantially. Our products are not designed for use in video game consoles. As a result, our net revenues and other operating results may suffer to the extent that consumer spending on video game consoles and related games increases, whether as a result of the introduction of new games or improved gaming consoles or for other reasons.

Competitive factors in our markets. We believe that the principal competitive factors in our markets include performance, reliability, brand and associated style and image, price, time to market with new emerging technologies, early identification of emerging opportunities, interoperability of products and responsive customer support on a worldwide basis.

Our ability to compete successfully is fundamental to our success in existing and new markets. If we do not compete effectively, demand for our products could decline, our net revenues and gross margin could decrease and we could lose market share, which could have a material adverse effect on our business, results of operations and financial condition.

If we lose or are unable to attract and retain key management, our ability to compete could be harmed and our financial performance could suffer.

Our performance depends to a significant degree upon the continued individual and collective contributions of our management team, particularly Andrew J. Paul, the Chairman of our board of directors, Chief Executive Officer and President and one of our co-founders. If we lose the services of one or more of our key executives, we may not be able to successfully manage our business, meet competitive challenges or achieve our growth objectives. To the extent that our business grows, we will need to attract and retain additional qualified management personnel in a timely manner and we may not be able to do so.

We rely on highly-skilled personnel and if we are unable to attract, retain or motivate key personnel or hire qualified personnel, we may not be able to grow or our business may contract, which would have a material adverse effect on our results of operations and financial condition.

Our performance is largely dependent on the talents and efforts of highly-skilled individuals, particularly our electrical engineers, mechanical engineers and computer professionals. Our future success depends on our

 

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continuing ability to identify, hire, develop, motivate and retain highly-skilled personnel and, if we are unable to hire and train a sufficient number of qualified employees for any reason, we may not be able to implement our current initiatives or grow, or our business may contract and we may lose market share. Moreover, certain of our competitors or other technology businesses may seek to hire our employees. Although we have granted stock-based incentives to employees in the past and intend to continue doing so, there is no assurance that stock-based compensation will provide adequate incentives to attract, retain and motivate employees in the future, particularly if the market price of our common stock does not increase or declines. If we do not succeed in attracting, retaining and motivating highly qualified personnel, our business will suffer.

Our results of operations are subject to substantial quarterly and annual fluctuations, which may adversely affect the market price of our common stock.

Our results of operations have in the past fluctuated, sometimes substantially, from period to period, and we expect that these fluctuations will continue. A number of factors, many of which are outside our control, may cause or contribute to significant fluctuations in our quarterly and annual net revenues and other operating results. These fluctuations may make financial planning and forecasting more difficult. In addition, these fluctuations may result in unanticipated decreases in our available cash, which could negatively impact our business and prospects. These fluctuations also could both increase the volatility and adversely affect the market price of our common stock. There are numerous factors that may cause or contribute to fluctuations in our operating results. As discussed below, these factors may relate directly to our business or may relate to technological developments and economic conditions generally.

Factors affecting our business and markets. Our result of operations may be materially adversely affected by factors that directly affect our business and the competitive conditions in our markets, including the following:

 

   

changes in the frequency with which new high-performance computer hardware, particularly CPUs and graphics cards, and sophisticated new computer games that drive demand for additional DRAM modules, larger power supplies, enhanced cooling systems and peripherals are introduced;

 

   

fluctuations in average selling prices of and demand for our products, particularly DRAM modules;

 

   

changes in demand for our lower margin products relative to demand for our higher margin products;

 

   

loss of significant customers, cancellations or reductions of orders and product returns;

 

   

a delay, reduction or cessation of deliveries from one or more of the third parties that manufacture our products;

 

   

increased costs or shortages of our products or components used in our products;

 

   

cost and adverse outcomes of litigation, governmental proceedings or any proceedings to protect our brand or other intellectual property;

 

   

introduction or enhancement of products by us and our competitors, and market acceptance of these new or enhanced products;

 

   

delays or problems in our introduction of new products or in the delivery of products;

 

   

changes in freight costs;

 

   

changes in purchasing patterns by the distributors and retailers to which we sell our products;

 

   

seasonal electronics product purchasing patterns by our customers and consumers;

 

   

discounts and price reductions offered by our competitors; and

 

   

competitive pressures resulting in, among other things, lower selling prices or loss of market share.

 

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General economic conditions. Our business may be materially adversely affected by factors relating to global, national and regional economies, including:

 

   

uncertainty in economic conditions, either globally or in specific countries or regions;

 

   

fluctuations in currency exchange rates;

 

   

the impact of political instability, natural disasters, war and/or events of terrorism;

 

   

changes in business cycles that affect the markets in which we sell our products; and

 

   

the effect of fluctuations in interest rates on consumer disposable income.

Technological factors. In addition to technological developments directly relating to our products, more generalized changes in technology may have a significant effect on our operating results. For example, our business could be materially adversely impacted by rapid, wholesale changes in technology in or affecting the markets in which we compete or widespread adoption of cloud computing.

One or more of the foregoing or other factors may cause our expenses to be disproportionately higher or lower or may cause our net revenues and other operating results to fluctuate significantly in any particular quarterly or annual period. Our results of operations in one or more future quarters or years may fail to meet the expectations of investment research analysts or investors, which could cause an immediate and significant decline in the market price of our common stock.

Conditions in the retail and consumer electronics markets may significantly affect our business, and the global economic downturn has harmed and could continue to harm our operating results and financial condition. In addition, the ongoing financial uncertainty in Europe has had an adverse effect on our net revenues.

We derive most of our revenue from higher-priced products sold through online and brick-and-mortar retailers to end-users, and we are vulnerable to declines in consumer spending due to, among other things, depressed economic conditions, reductions in disposable income and other factors that affect the retail and consumer electronics markets generally. In addition, our revenues are attributable to sales of high-performance DRAM modules, USB flash drives, power supply units, solid-state drives, cooling systems, computer cases, gaming peripherals and accessories, all of which are products that are geared to the computer gaming market which, like other consumer electronic markets, is susceptible to the adverse effects of poor economic conditions.

The downturn in worldwide economic conditions, particularly in retail markets, has had a negative effect on our business. In addition, ongoing financial uncertainty in Europe (including concerns that certain European countries may default in payments due on their national debt) and the resulting economic instability and decline in the value of the Euro and British pound compared to the U.S. dollar had a significant adverse effect on our net revenues for the second quarter of 2010 and the beginning of the third quarter of 2010. The underlying financial instability, particularly in the Euro zone, remains and any recurrence of the conditions that existed in 2010 would likely further adversely impact our business, operating results and financial condition. In that regard, while the Euro and British pound weakened against the U.S. dollar in the fourth quarter of 2011, we did not experience any material adverse impact on net revenues from this change through March 31, 2012; however, if this trend continues, it could adversely impact our net revenues and operating results in future periods. Likewise, we believe ongoing weakness in sectors of the European economy contributed to slower growth in our revenue in Europe as compared to other geographic regions in the three months ended March 31, 2012. We believe the most significant of these negative effects could include downward pressure on our product prices and limited growth or reductions in our net revenues or total unit shipments, reflecting both lower consumer demand for our products as well as a shift in consumer buying patterns toward lower-priced products and away from the relatively higher-priced products that we sell. Other significant negative effects could include limited growth or reductions in worldwide sales of products that incorporate DRAM modules, such as PCs, resulting in excess supply in the worldwide DRAM market and reduced demand for our products from our customers as they limit or lower their spending and inventory levels. Adverse economic conditions may also reduce our cash flow due to delays in

 

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customer payments, increase the risk of customer bankruptcy or business failures and result in increases in bad debt write-offs and receivables reserves.

Other negative effects on our business resulting from adverse economic conditions worldwide may include:

 

   

higher costs for promotions, customer incentive programs and other initiatives used to stimulate demand;

 

   

increased risk of excess and obsolete inventories, which may require write-downs or impairment charges;

 

   

financial distress or bankruptcy of key suppliers or third-party manufacturers, resulting in insufficient product quantities to meet demand or increases in the cost of producing our products; and

 

   

financial distress or bankruptcy of key distributors, resellers or retailers.

A continuation or worsening of depressed economic conditions, whether in our key regional markets or globally, or the occurrence of similar conditions in the future, could result in a decline in both product prices and the demand for our products, which would have a material adverse effect on our results of operations and financial condition.

We may be adversely affected by the financial condition of retailers and distributors to whom we sell our products and may also be adversely affected by the financial condition of our competitors.

Retailers and distributors of consumer electronics products have, from time to time, experienced significant fluctuations in their businesses and some of them have become insolvent. A retailer or distributor experiencing such difficulties will generally not purchase and sell as many of our products as it would under normal circumstances and may cancel orders. In addition, a retailer or distributor experiencing financial difficulties generally increases our exposure to uncollectible receivables. Moreover, if one of our distributor or retailer customers experiences financial distress or bankruptcy, they may be required to liquidate their inventory of our products, or similar products that compete with our products, at reduced prices, which can result in substantial over-supply and reduced demand for our products over the short term. If any of these circumstances were to occur, it could have a short-term adverse effect on our results of operations and financial condition.

Likewise, our competitors may from time to time experience similar financial difficulties or may elect to terminate their sales of certain products. If one of our competitors experiences financial distress or bankruptcy and is forced to liquidate inventory or exits a product line and disposes of inventory at reduced prices, this may also result in over-supply of and reduced demand for our products and could have a short-term adverse effect on our results of operations and financial condition.

These factors did not have a material adverse effect on the collectability of our accounts receivable, bad debt expense or results of operations during the three years ended December 31, 2011. Nonetheless, in light of the current uncertainty in the global economy and ongoing transition to internet-based sales, we closely monitor this risk.

We do not own any manufacturing facilities, we have no guaranteed sources of supply of products or components, and we depend upon a small number of manufacturers, many of which are single-source suppliers, to supply our products, which may result in product or component shortages, delayed deliveries and quality control problems.

We do not have any manufacturing facilities and we depend entirely upon third parties to manufacture and supply the products we sell and the components used in our products. Our products are generally produced by only one or a limited number of manufacturers. For example, our gaming keyboards, mice and accessories, and each model of our computer cases, power supply units, cooling systems, audio products and solid-state drives is produced by a single manufacturer and our USB flash drives are produced by two manufacturers. Likewise, there are a limited number of companies capable of producing the high speed DRAM ICs required for our high-performance DRAM

 

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modules and NAND flash memory ICs required for our USB flash drives and solid-state drives. We do not have any long-term supply agreements with any of our manufacturers or suppliers. In addition, we carry very limited inventories of our products and the loss of one or more of these manufacturers or suppliers, or a significant decline in production or deliveries by any of them, could significantly limit our shipments of the product in question or prevent us from shipping that product entirely.

Our reliance upon a limited number of manufacturers and suppliers exposes us to numerous risks, including those described below.

Risks relating to production and manufacturing. Our business and operating results could be materially adversely affected if our manufacturers or suppliers ceased or reduced production or deliveries, raised prices, lengthened production or delivery times or changed other terms of sale. In particular, price increases by our manufacturers or suppliers could have a material adverse effect upon our financial condition and operating results if we are unable to pass those price increases along to our customers. Furthermore, the supply of products from manufacturers and suppliers to us could be interrupted or delayed and we may be unable to obtain sufficient quantities of our products because of factors outside of our control. For example, our manufacturers and suppliers may experience financial difficulties, be affected by natural disasters, have limited production facilities or manufacturing capacity, may experience labor shortages or may be adversely affected by regional unrest or military actions. In addition, we may be slower than our competitors in introducing new products or reacting to changes in our markets due to production or delivery delays by our third-party manufacturers or suppliers. Likewise, lead times for the delivery of products being manufactured for us can vary significantly and depend on many factors outside of our control, such as demand for manufacturing capacity and availability of components. In addition, if one of our single source manufacturers were to stop production, we may be unable to locate a suitable replacement on terms we consider acceptable and, in any event, there would likely be significant delays before we were able to transition production to a new manufacturer and potentially significant costs associated with that transition.

Risks relating to product quality. We are exposed to a risk that our manufacturers or suppliers may provide us with products or components that do not perform reliably, do not meet our quality standards or performance specifications, are susceptible to early failure or contain other defects. This may harm our reputation, increase our warranty and other costs or lead to product returns or recalls, any of which could materially adversely affect our results of operations.

Risks relating to product and component shortages. From time to time we have experienced product shortages due to both disruptions in supply from the third parties that manufacture or supply our products and our inability or the inability of these third-party manufacturers to obtain necessary components, and we may experience similar shortages in the future. For example, from time to time our industry experiences shortages in DRAM ICs and NAND flash memory ICs which have resulted in placing companies, including us, on component allocation. Moreover, over the last several years we have purchased significant quantities of DRAM ICs manufactured by Elpida and we understand that Elpida commenced reorganization proceedings under Japanese insolvency laws in late February 2012, which may increase this risk. See “Risks Related to Our Business—Integrated circuits account for most of the cost of producing our DRAM modules, USB flash drives, and solid-state drives and fluctuations in the market price of integrated circuits may have a material impact on our net revenues and gross profit” above. Because sales of DRAM modules account for a significant portion of our net revenues, a shortage of DRAM ICs, particularly high-speed DRAM ICs, could have a material adverse effect on our net revenues and cash flow. Moreover, procurement of the other components used in our products is generally the responsibility of the third parties that manufacture our products and we therefore have limited or no ability to control or influence the procurement process or to monitor the quality of components.

Any disruption in or termination of our relationships with any of our manufacturers or suppliers or our inability to develop relationships with new manufacturers or suppliers as and when required would cause delays, disruptions or reductions in product shipment and may require product redesigns, all of which could damage relationships with our customers, harm our brand, increase our costs and otherwise materially adversely affect our business. Likewise,

 

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shortages or interruptions in the supply of products or components, or any inability to procure these products or components from alternate sources at acceptable prices in a timely manner, could delay shipments to our customers and increase our costs, any of which could materially adversely affect our business and operating results.

We rely upon manufacturers in Taiwan to supply a significant portion of our DRAM modules, most of our USB flash drives and some of our solid-state drives, we rely upon manufacturers in China to produce all of our power supply units, cooling systems, computer cases, gaming peripherals, and accessories, and the facility where we perform testing and packaging of most of our DRAM modules is located in Taiwan, which exposes us to risks that could harm our business.

We purchase a significant portion of our DRAM modules, most of our USB flash drives and some of our solid-state drives from manufacturers and suppliers in Taiwan. All of our other products are produced at factories located in Southeast China and we perform testing and packaging of most of our DRAM modules at our facility in Taiwan. The fact that all of these manufacturers, suppliers and factories and our facility are concentrated in Taiwan and China exposes us to numerous risks.

We believe one of the most significant risks associated with this concentration in Taiwan and China is that production may be interrupted or limited because of labor shortages in southern China and by strains on the local infrastructure. In addition, production at facilities located in China or Taiwan, including our own testing and packaging facility in Taiwan, and deliveries from those facilities, may be adversely affected by tensions, hostilities or trade disputes involving China, Taiwan, the United States or other countries. There is considerable potential political instability in Taiwan related to its disputes with China. Although we do not do business in North Korea, any future increase in tensions between South Korea and North Korea, such as an outbreak or escalation of military hostilities, or between Taiwan and China could materially adversely affect our operations in Asia or the global economy, which in turn could have a material adverse effect on our business, financial condition and results of operations.

Other risks resulting from this concentration of manufacturers, suppliers, factories and our testing and packaging facility in Taiwan and China include the following:

 

   

the interpretation and enforcement of China’s laws continues to evolve, which may make it more difficult for us to obtain a reliable supply of our products at predictable costs;

 

   

these facilities are located in regions that may be affected by earthquakes, typhoons, other natural disasters, political instability, military actions, power outages or other conditions that may cause a disruption in supply;

 

   

our costs may be increased and deliveries of our products may be decreased or delayed by trade restrictions, such as increased tariffs or quotas; and

 

   

our reliance on foreign manufacturers and suppliers exposes us to other risks of doing business internationally, some of which are described below under “We conduct our operations and sell our products internationally and the effect of business, legal and political risks associated with international operations could significantly harm us.”

The occurrence of any one or more of these risks could materially adversely affect the supply of our products and our business, results of operations and financial condition.

If we do not successfully coordinate the worldwide manufacturing and distribution of our products, we could lose sales.

Our business requires that we coordinate the manufacture and distribution of our products over a significant portion of the world. We rely upon third parties to manufacture our products and to transport and distribute our products to our customers. If we do not successfully coordinate the timely and efficient manufacturing and

 

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distribution of our products, our costs may increase, we may experience a build-up in inventory, we may not be able to deliver sufficient quantities of products to meet customer demand, and we could lose sales.

Our operating results are particularly sensitive to freight costs, and our costs may increase significantly if we are unable to ship and transport finished products efficiently and economically across long distances and international borders, which could materially adversely affect our business and financial condition.

All of our products are manufactured in Asia and we transport significant volumes of finished products across long distances and international borders. As a result, our operating results can be significantly affected by changes in transportation costs. In that regard, although we ship our DRAM modules, USB flash drives and solid-state drives (all of which have selling prices that are relatively high compared to their size and weight) by air, we generally use ocean freight to ship our other products because of their relatively low selling prices compared to their size and weight. If we underestimate the demand for any of the products we ship by ocean freight, or if deliveries of those products to us by our manufacturers are delayed or interrupted, we may be required to ship those products by air in order to fill orders on a timely basis. Shipping items like power supply units, cooling systems, computer cases, gaming peripherals and accessories by air is significantly more expensive than using ocean freight. As a result, any requirement that we ship these products by air, whether because we underestimate demand or because of an interruption in supply from the manufacturers who produce these products or for any other reason, could materially increase our costs. In addition, freight rates can vary significantly due to large number of factors beyond our control, including changes in fuel prices or general economic conditions or the threat of terrorist activities or acts of piracy. If demand for air or ocean freight should increase substantially, it could make it difficult for us to procure sufficient cargo transportation space at prices we consider acceptable, or at all. Increases in our freight expenses, or any inability to ship our products as and when required, could harm our business substantially.

Because our products must cross international borders, we are subject to risk of delay due to customs inspections, if our documentation does not comply with customs rules and regulations or for similar reasons. In addition, any increases in customs duties or tariffs, as a result of changes to existing trade agreements between countries or otherwise, could increase our costs or the final cost of our products to our customers or end-users or decrease our margins. The laws governing customs and tariffs in many countries are complex, subject to many interpretations and often include substantial penalties for non-compliance.

Our effective tax rates may increase in the future and we are subject to ongoing tax audits in various jurisdictions, which could adversely affect our results of operations.

We operate in multiple jurisdictions and we are taxed pursuant to the tax laws of each of these jurisdictions. Our effective tax rate may be affected by changes in or interpretations of tax laws in any given jurisdiction, utilization of or limitations on our ability to utilize any tax credit carry-forwards, changes in geographical allocation of revenue and expense, and changes in management’s assessment of matters such as our ability to realize the value of deferred tax assets. In the past, we have experienced fluctuations in our effective income tax rate. Our effective income tax rate in a given year reflects a variety of factors that may not be present in any prior or succeeding year. There is no assurance that our effective income tax rate will not change in future periods. We are currently subject to tax audits in various jurisdictions and expect that we will be subject to similar tax audits on an ongoing basis. Because we have operations in a number of locations worldwide, tax authorities in various jurisdictions may raise questions concerning matters such as transfer pricing, whether revenues or expenses should be attributed to particular countries, the presence or absence of permanent establishments in particular countries and similar matters. A material assessment by a tax authority in any jurisdiction could require that we make significant cash payments. Accordingly, if this were to occur, or if our effective tax rate were to increase, our results of operations could be adversely affected, perhaps materially.

 

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Our markets are characterized by constant and rapid change and are subject to significant downturns from time to time, which could materially adversely affect our business, results of operations and financial condition.

The markets in which we compete are characterized by constant and rapid technological developments and change, rapid product obsolescence, evolving industry standards, short product life cycles, constant pricing pressure, new demands for features and performance and wide fluctuations in product supply and demand. In particular, the markets for our DRAM modules are, and the markets for USB flash drives and solid-state drives may be, subject to significant variations in average selling prices. The markets in which we compete have in the past experienced significant downturns from time to time and will likely do so again in the future. These downturns have been characterized by diminished product demand, production overcapacity, high inventory levels and accelerated erosion of selling prices. The timing of new product development and introduction by us and our competitors, the level of acceptance of new products and the life-cycle of existing products can also affect demand for our products. Downturns in the markets we serve can have a material adverse effect on our results of operations and financial condition.

Our customers do not enter into long-term purchase agreements with us and may stop purchasing our products at any time, which makes it difficult for us to accurately forecast product demand and may result in unexpected declines in revenue.

We sell our products primarily to distributors as well as brick-and-mortar and online retailers. These customers generally order our products on an as-needed basis and typically do not enter into long-term purchase commitments or agreements with us or provide us with any significant advance notice of their orders. As a result, we have minimal backlog, which means that our forecasts of product demand are highly subjective and depend to a large degree on our ability to predict the amount and timing of new orders. Because customers who have purchased our products in the past may in the future reduce the quantities of products that they purchase from us or stop purchasing from us altogether with little or no advance notice, and generally may also cancel, reduce or postpone orders with little or no penalty, our ability to forecast our future orders, and therefore our future revenue, is extremely limited and we may experience unexpected revenue declines, which could be substantial, due to loss of one or more customers or cancellations or reductions of orders, any of which could have a material adverse effect on our results of operations. Likewise, our revenues in any quarter depend on orders booked and shipped in that quarter. We have experienced cancellations of orders and substantial fluctuations in order levels from period to period, and we expect this to continue in the future.

We order our products from third-party manufacturers based on our forecasts of future demand and targeted inventory levels, which exposes us to the risk of both product shortages, which may result in lost sales and higher expenses, and excess inventory, which may require us to sell products at substantial discounts and lead to write-offs.

We depend upon our forecasts of product demand to make decisions regarding investments of our resources and production levels of our products. Because of the lead time necessary to manufacture our products and the fact that we usually have little or no advance notice of customer orders, we must order our products from third-party manufacturers and therefore commit to substantial purchases prior to obtaining orders for those products from our customers. This makes it difficult for us to adjust our costs if orders fall below our expectations. Our failure to predict low demand for product can result in excess inventory, as well as lower cash flows and lower margins if we are unable to sell a product or if we are required to lower product prices in order to reduce inventories, and may also result in inventory write-downs. In addition, the cancellation or reduction of orders by our customers may also result in an oversupply of our products and excess inventory. On the other hand, if actual orders exceed our expectations, we may need to incur additional costs, such as higher shipping costs for air freight or other expedited delivery or higher product costs for expedited manufacturing, in order to deliver sufficient quantities of products to meet customer orders on a timely basis or we may be unable to fill some orders altogether. In addition, many of our products have short product life cycles, so a failure to accurately predict and meet demand for product can result in lost sales that we may be unable to recover in subsequent

 

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periods. These short life cycles also make it more likely that slow moving or excess inventory may become obsolete, requiring us to sell products at significant discounts or write off entirely excess or obsolete inventory. Any failure to deliver products in quantities sufficient to satisfy demand can also harm our reputation with both our customers and end-users.

Over the past few years, we have expanded the number and types of products we sell, and the geographic markets in which we sell them, and we will endeavor to further expand our product portfolio and sales reach. The growth of our product portfolio and the markets in which we sell our products has increased the difficulty of accurately forecasting product demand. We have in the past experienced significant differences between our forecasts and actual demand for our products and expect similar differences in the future. If we do not accurately predict product demand, our business and operating results could be materially adversely affected.

Order cancellations, product returns, price erosion, product obsolescence and customer and end-user incentive programs may result in substantial inventory and/or receivables write-downs.

The products we sell are characterized by rapid technological change and short product life cycles. As a result, products that we hold in inventory may be subject to significant price erosion or may become obsolete, requiring inventory write-downs. We may experience excess or unsold inventory for a number of reasons, including demand for our products being lower than our forecasts, order cancellations by our customers and product returns.

In that regard, rights to return products vary by customer and range from the right to return defective products to stock rotation rights allowing the exchange of a limited percentage of the customer’s previous quarter purchases. If the estimated market values of products held in our finished goods and work in process inventories at the end of any fiscal quarter are below our cost of these products, we will recognize charges to write down the carrying value of our inventories to market value. For example, in 2009, 2010, 2011 and the three months ended March 31, 2012, our inventory write-downs were approximately $0.3 million, $0.4 million, $1.0 million and $0.1 million, respectively.

In addition, we provide a variety of rebates to both customers and end-users of our products, including instant rebates, volume incentive rebates and mail-in rebates. We also have contractual agreements and cooperative marketing, promotional and other arrangements that provide rebates and other financial incentives to our customers. To a limited extent, we also offer financial incentives related to customer inventory of specific products. The aggregate amount of charges incurred as a result of all of these rebates and other incentives was $18.1 million, $15.3 million, $21.6 million and $5.8 million in 2009, 2010, 2011 and the three months ended March 31, 2012, respectively. These charges are offsets to our gross revenues and may result in a write-down in accounts receivable. In the future, we also may be required to write down inventory or receivables due to product obsolescence or because of declines in market prices of our products. Any write-downs could have a material adverse effect on our results of operations.

The need to continuously develop new products and product improvements increases the risk that our products will contain defects or fail to meet specifications, which may increase our warranty costs, lead to recalls of products, damage our reputation and harm our business.

Products that do not meet specifications or that contain, or are perceived by our customers or end-users to contain, defects could impose significant costs on us or otherwise materially adversely affect our business, results of operations or financial condition. Our products may suffer from design flaws, quality control problems in the manufacturing process or components that are defective or do not meet our quality standards. Moreover, the markets we serve are characterized by rapidly changing technology and intense competition and the pressure to continuously develop new products and improvements and bring those products and improvements to market quickly heightens the risks that our products will be subject to both quality control and design problems. Because we rely on third parties to manufacture our products and the components that are used in our products, our ability

 

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to control the quality of the manufacturing process and the components that are used to manufacture our products is limited. Product quality issues, whether as a result of design or manufacturing flaws or the use of components that are not of the requisite quality or do not meet our specifications, could result in product recalls, product redesign efforts, lost revenue, loss of reputation, and significant warranty and other expenses. In that regard, we have from time to time elected to recall products. Recalls of products and warranty-related issues can be costly, cause damage to our reputation and result in increased expenses, lost revenue and production delays. We may also be required to compensate customers for costs incurred or damages caused by defective products. If we incur warranty or product redesign costs, institute recalls of products or suffer damage to our reputation as a result of defective products, our business, results of operations and financial condition could be substantially harmed.

Our indemnification obligations to our customers and suppliers for intellectual property infringement and our repair and replacement obligations for product warranty claims could require us to pay substantial amounts and significantly harm our business.

We indemnify a limited number of customers for damages and costs which may arise if our products infringe third-party patents or other proprietary rights. We may periodically have to respond to claims and litigate these types of indemnification obligations. Any such indemnification claims could require us to make substantial settlement, damages or royalty payments or result in our incurring substantial legal costs. Our insurance does not cover intellectual property infringement. The potential amount of future payments to defend lawsuits or settle or otherwise satisfy indemnified claims under any of these indemnification provisions may be unlimited. We also have repair and replacement obligations for product warranty claims relating to our products. Our insurance does not cover such claims. Claims for intellectual property infringement and product warranty claims could substantially harm our business, financial condition and results of operations.

From time to time, we pay licensing fees in settlement of certain intellectual property infringement claims made by third parties. While these fees have not been material in the past, we cannot assure you that licensing fees paid under these circumstances will not have a material adverse effect on our business or operating results.

For 2010, 2011 and the three months ended March 31, 2012, a total of $2.1 million, $1.6 million and $0.4 million, respectively, of products were returned to us by our customers in connection with our repair and replacement obligations for product warranty claims. Of these returns, the majority were either reworked or returned to our suppliers for full or partial credit. The net cost to us in relation to these returns was $1.0 million for 2010, $1.2 million for 2011 and $0.3 million for the three months ended March 31, 2012.

If we are unable to integrate our products with third-party hardware, operating system software and other products, the functionality of our products would be adversely affected, which would likely have a material adverse affect on our net revenues.

The functionality of our products depends on our ability to integrate our products with the hardware, operating system software and related products of providers such as Intel, AMD, NVIDIA and Asus, among others. We rely to a great extent on the relationships we have with those companies in developing our products and resolving issues. We cannot assure you that those relationships will be maintained or that those or other companies will continue to provide the necessary information and support to allow us to develop products that integrate with their products. If integration with the products of those or other companies becomes more difficult, our products would likely be more difficult to use or may not be compatible with key hardware, operating systems or other products, which would harm our reputation and the utility and desirability of our products, and, as a result, would likely have a material adverse effect on our net revenues.

One of our strategies is to grow through acquisitions, which could result in operating difficulties, dilution to our stockholders and other harmful consequences.

One of our strategies is to grow through acquisitions and we may also seek to grow through other strategic transactions such as alliances and joint ventures. In particular, we believe that our future growth depends in part on our

 

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ability to enhance our existing product lines and introduce new products and product categories through acquisitions and other strategic transactions. There is substantial competition for attractive acquisitions and other strategic transactions and we may not be successful in completing any such acquisitions or other strategic transactions in the future. If we are successful in making any acquisition or strategic transaction, it could nonetheless have a material adverse effect on our financial condition or results of operations. Among other things, acquisitions and strategic transactions can involve a wide variety of risks depending upon, among other things, the specific business or assets being acquired or the specific terms of any transaction. These risks may include the following:

 

   

difficulties in integrating the operations, products, technologies, employees, management information systems, human resources and other administrative systems of acquired or newly formed entities or of strategic partners with our existing business and systems, particularly as we have not previously made any acquisitions or entered into any joint ventures or other strategic transactions;

 

   

unanticipated capital expenditures or investments in order to maintain, improve or sustain the operations of any business we acquire or strategic partnership or alliance we enter into;

 

   

difficulties in managing larger or more complex operations and facilities and employees in separate geographic areas;

 

   

diversion of management time and focus from operating our business due to challenges of integrating acquired businesses;

 

   

cultural challenges associated with integrating employees from acquired businesses into our organization;

 

   

difficulties in retaining employees from businesses we acquire;

 

   

the need to implement or improve internal controls, procedures and policies appropriate for a public company at businesses that prior to the acquisition lacked these controls, procedures and policies;

 

   

possible write-offs, impairment charges or amortization charges resulting from acquisitions; and

 

   

unanticipated or unknown liabilities relating to acquired businesses.

In addition, we may finance acquisitions or investments, strategic partnerships or joint ventures by issuing common stock, which may be dilutive to our stockholders, or by incurring indebtedness, which could increase our interest expense, perhaps substantially. Acquisitions and other investments may also result in charges for the impairment of goodwill or other acquired assets. Acquisitions of, or alliances with, technology companies are inherently risky, and any acquisitions or investments we make, or alliances we enter into, may not perform in accordance with our expectations. Accordingly, any of these transactions, if completed, may not be successful and may materially adversely affect our business, results of operations or financial condition.

In addition, foreign acquisitions or strategic transactions with foreign partners involve additional risks, including those related to integration of operations across different geographies, cultures and languages, as well as risks related to fluctuation in currency exchange rates and risks associated with the particular economic, political and regulatory environment in specific countries.

We need substantial working capital to operate our business and we rely to a significant degree upon credit extended by our manufacturers and suppliers and borrowings under our revolving credit facility to meet our working capital needs. If we are unable to meet our working capital needs, we may be required to reduce expenses or delay the development, commercialization and marketing of our products, which would adversely affect our prospects for growth.

We need substantial working capital to operate our business. We rely to a significant degree upon credit extended by many of our manufacturers and suppliers in order to meet our working capital needs. Credit terms vary from vendor to vendor but typically allow us from 10 to 40 days to pay for DRAM modules and USB flash drives and from 30 to 120 days to pay for other products they manufacture for us. We also utilize borrowings

 

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under our revolving credit facility to provide working capital, and access to external debt financing has historically been and will likely continue to be very important to us. As a result of the downturn in general economic conditions or conditions in the credit markets or other factors, manufacturers and suppliers may be reluctant to provide us with the same credit that they have in the past, which would require that we increase the level of borrowing under our revolving credit facility or obtain other external financing to provide for our substantial working capital needs. Additional financing may not be available on terms acceptable to us or at all. In particular, our access to debt financing may be limited by a covenant in our current revolving credit facility, or the current credit facility, which prohibits us from incurring indebtedness other than debt owed to the lender under the current credit facility, debt associated with certain liens permitted by the current credit facility or subordinated debt. In addition, the aggregate amount of outstanding borrowings under the current credit facility may not exceed the lesser of $50.0 million or a “borrowing base” that is equal to, in general, a percentage of eligible accounts receivable and inventory, subject to possible reduction in the borrowing base as a result of adjustments made by the lender from time to time. As a result, the restriction imposed by the borrowing base could limit, perhaps substantially, the amount we are permitted to borrow under the current credit facility. For example, as a result of this borrowing base limitation, the maximum principal amount of borrowings under the current credit facility was limited (subject to customary conditions to borrowing) to approximately $42.4 million as of March 31, 2012. For additional information on this borrowing base limitation, see the immediately following risk factor.

In addition, our current credit facility terminates on June 30, 2012 and we have entered into a new $30.0 million revolving credit facility, or the new credit facility, which we expect will become operative and will replace our current credit facility contemporaneously with the closing of this offering. Our access to debt financing may also be limited by a covenant in the new credit facility that will prohibit us from incurring indebtedness other than debt owed to the lender under the new credit facility and permitted purchase money indebtedness. References to our revolving credit facility or our credit facility mean the current credit facility or the new credit facility, or both, as the context requires.

To the extent we are required to use additional borrowings under our revolving credit facility or from other sources (if available and if permitted by the credit facility) to provide working capital, it could increase our interest expense and expose us to other risks of leverage. Any inability to meet our working capital or other cash needs as and when required would likely have a material adverse effect on our business, results of operations and financial condition and adversely affect our growth prospects and stock price and could require, among other things, that we reduce expenses, which might require us to reduce shipments of our products or our inventory levels substantially or to delay or curtail the development, commercialization and marketing of our products.

Indebtedness and the terms of our revolving credit facility may impair our ability to respond to changing business and economic conditions and harm our operating results.

We had $27.9 million of outstanding debt as of March 31, 2012. We regularly make borrowings under our revolving credit facility to fund working capital and other cash needs and we expect to incur additional indebtedness in the future, particularly if we use borrowings or other debt financing to finance all or a portion of any future acquisitions. In addition, the terms of our current credit facility require, the terms of our new credit facility, which we expect will become operative and will replace our current credit facility contemporaneously with the closing of this offering, will require, and any debt instruments we enter into in the future may require, that we comply with a number of significant restrictions and covenants. In that regard, our current credit facility matures on June 30, 2012 and we therefore have entered into the new credit facility that is expected to replace our current credit facility contemporaneously with the closing of this offering, and the new credit facility also includes a number of significant restrictions and covenants. These covenants and restrictions, as well as any significant increase in our indebtedness, could adversely impact us for a number of reasons, including the following:

Cash flow required to pay debt service. We may be required to dedicate a substantial portion of our available cash flow to debt service. This risk is increased by the fact that borrowings under our current credit facility bear, and borrowings under our new credit facility will bear, interest at a variable rate. This exposes us to the risk that the amount of cash required to pay interest under our credit facility will increase to the extent that market interest rates

 

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increase. Our indebtedness and debt service obligations may also increase our vulnerability to economic downturns and adverse competitive and industry conditions.

Adverse effect of financial and other covenants. The covenants and other restrictions in our credit facility and any debt instruments we may enter into in the future may limit our ability to raise funds for working capital, capital expenditures, acquisitions, product development and other general corporate requirements, which may adversely affect our ability to finance our operations, any acquisitions or investments or other capital needs or engage in other business activities that would be in our interests. Restrictive covenants may also limit our ability to plan for or react to market conditions or otherwise limit our activities or business plans and place us at a disadvantage compared to our competitors.

Risks of default. If we breach or are unable to comply with a covenant or other agreement contained in a debt instrument, the lender generally has the right to declare all borrowings outstanding under that debt instrument, together with accrued interest, to be immediately due and payable and may have the right to raise the interest rate. For example, our current credit agreement contains customary events of default, including an event of default triggered by specified changes in control of our subsidiary Corsair Memory, Inc. (which include a failure of Andrew J. Paul, the Chairman of our board of directors, Chief Executive Officer and President, or a satisfactory replacement, to actively manage Corsair Memory, Inc.’s business operations) or as a result of advances outstanding under the current credit facility exceeding the amount permitted under the borrowing base limitations described below. Likewise, our new credit facility contains customary events of default, including an event of default triggered by a change in control of Corsair Components, Inc. (defined, in general, as the acquisition by any person or group of more than 50% of the combined voting power of our outstanding voting stock). Upon an event of default under our credit facility, the lender may require the immediate repayment of all outstanding loans and accrued interest. In addition, during the continuance of an event of default under our current credit facility (subject to a cure period for some events of default), interest accrues at a rate that is 300 basis points above the otherwise applicable rate. Likewise, during the continuance of an event of default under the new credit facility (subject to a cure period for some events of default), interest accrues at a rate that is 300 basis points above the one-month LIBOR rate (reset daily) plus the applicable 1.80% margin. As a result, any breach or failure to comply with covenants contained in our debt instruments could have a material adverse effect on us. Moreover, our current credit facility is and our new credit facility will be secured by substantially all of our assets (including capital stock of our subsidiaries), except assets of our foreign subsidiaries and some of the shares of our foreign subsidiaries, and if we are unable to pay indebtedness secured by collateral when due, whether at maturity or if declared due and payable by the lender following a default, the lender generally has the right to seize and sell the collateral securing that indebtedness. In the first quarter of 2009 and other times in the past, we have been required to obtain amendments and waivers under our credit facility because of our failure to comply with covenants, and we may in the future need to obtain waivers or amendments under our credit facility or any other debt instruments we may enter into in the future in order to avoid a breach or default, particularly if our business deteriorates or does not perform in accordance with our expectations. There can be no assurance that we will not breach the covenants or other terms of our credit facility or any other debt instruments in the future and, if a breach occurs, there can be no assurance that we will be able to obtain necessary waivers or amendments from the lender or to refinance the related indebtedness on terms we find acceptable, or at all. As a result, any breach or default of this nature could have a material adverse effect on our results of operations, financial condition and business.

Borrowing Base Limitations. The aggregate amount of all loans outstanding under our current credit facility may not exceed the lesser of $50.0 million or a “borrowing base” equal to the sum of 90% of our eligible accounts receivable (decreasing by 1% per week, beginning on May 3, 2012, until such percentage is reduced to 85%), subject to not more than $28.0 million of availability from foreign and governmental accounts receivable, plus the lesser of 48% of our eligible raw materials and finished goods inventory (decreasing by 5% per week, beginning at such time as the accounts receivable advance percentage is reduced to 85%, until such inventory advance percentage is reduced to 35%) or $6.0 million, subject to possible reduction in the borrowing base as a result of adjustments made by the lender from time to time. As a result of the borrowing base limitations as in

 

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effect as of March 31, 2012, the maximum principal amount of borrowings under our current credit facility was limited (subject to customary conditions to borrowing) to approximately $42.4 million as of March 31, 2012. As noted above, if borrowings outstanding under our current credit facility exceed the amount permitted under the borrowing base, the lender generally has the right to declare those borrowings, together with accrued interest, to be immediately due and payable.

Restrictions under our current credit facility. We must comply with three financial covenants under our current credit facility (in addition to other covenants): a minimum debt service coverage ratio, which must not be less than 1.1 to 1.0 for any quarter, minimum pro forma net income, which must be not less than $0.5 million for any six month period, and a minimum liquidity test, which requires the sum of availability under our current credit facility plus cash on hand to be not less than $2.0 million. As of March 31, 2012, we were in compliance with these covenants. However, there can be no assurance that we will not breach these or other covenants in our current credit facility in the future.

Our current credit facility also includes covenants that limit or restrict our ability to, among other things, incur liens on our properties, make acquisitions and other investments and sell assets, subject to specified exceptions. In addition to the covenants described in the preceding paragraph, we are also prohibited from incurring indebtedness other than debt owed to the lender under our current credit facility, debt associated with certain liens permitted by our current credit facility or subordinated debt. Our current credit facility also contains restrictions on our ability to pay dividends or make distributions in respect of our common stock or redemptions or repurchases of our common stock.

Restrictions under our new credit facility. We will be required to comply with certain financial covenants under the new credit facility (in addition to other covenants). Among other things, we will be required to comply with a maximum ratio of funded debt to earnings before interest, taxes, depreciation and amortization, or EBITDA, which must not be more than 2.0 to 1.0 for any quarter and a covenant requiring a minimum level of consolidated net income after taxes, which must not be less than $1 for any rolling four quarter period (measured quarterly). As of March 31, 2012, we would have been in compliance with both of these covenants. There can be no assurance that we will not breach these or other covenants in the new credit facility in the future.

The new credit facility will also include covenants that will limit or restrict our ability to, among other things, incur liens on our properties, make acquisitions and other investments, sell assets or enter into mergers or consolidations, make capital expenditures in excess of $10 million annually or guarantee indebtedness, subject in each case to specified exceptions. In addition, the new credit facility will prohibit us from incurring indebtedness other than debt owed to the lender under the new credit facility and permitted purchase money indebtedness, and that the new credit facility will also contain prohibitions on our ability to pay dividends or make distributions in respect of our common stock or redemptions or repurchases of our common stock.

We do not have patents or other intellectual property that would prevent third parties from selling products similar to ours, which may allow competitors to capture market share from us.

As of March 31, 2012, our patent portfolio consisted of two utility patents issued in the United States and 14 utility patent applications pending (consisting of nine utility patent applications in the United States, four under the Patent Cooperation Treaty and one in Taiwan), and one registered design patent in the European Union and three pending design patent applications in the United States. In addition, we have one jointly-owned design patent in the United States. Our patents expire in 2014 and on various dates from 2025 through 2027. None of our issued patents prevent and none of the patents we have applied for, if granted, would prevent third parties from selling products similar to ours. In addition, we do not have any confidential or proprietary processes or procedures that would make it difficult for a competitor to produce products like ours.

As of March 31, 2012, our trademark portfolio consisted of 14 trademarks, for which we had approximately 97 registrations in 30 countries and the European Union, and with the World Intellectual Property Organization

 

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(“WIPO”), and 35 pending applications for registration in 11 countries and the European Union. These include the registration of the Corsair name as a trademark in 27 countries and the European Union, and with WIPO, and pending applications to register the Corsair name as a trademark in 8 countries, and the registration of the Vengeance name as a trademark in the United States, and with WIPO, and pending applications to register the Vengeance name as a trademark in four countries and the European Union. Although we hold trademarks on the Corsair name in the United States and a number of other countries, the Corsair name does not have trademark protection in other parts of the world, and we may not be able to register the Corsair name as a trademark in some countries. Moreover, we hold a trademark on the Vengeance name only in the United States and, as a result, the Vengeance name does not have trademark protection in other parts of the world and we may not be able to register the Vengeance name as a trademark in some countries.

This lack of intellectual property protection permits competitors to design and sell products that compete directly with ours, which may allow them to capture market share from us and therefore adversely affect our results of operations.

Our future success depends to a large degree on our ability to defend the Corsair brand and product family brands such as Vengeance from infringement and, if we are unable to protect our brand and other intellectual property, our business could be materially adversely affected.

We consider the Corsair brand to be one of our most valuable assets and we also consider the Vengeance brand to be important to our business. Our future success depends to a large degree upon our ability to defend the Corsair brand and product family brands such as Vengeance from infringement and, to a limited extent, to protect our other intellectual property. We rely on a combination of copyright, trademark, patent and other intellectual property laws and confidentiality procedures and contractual provisions such as nondisclosure terms to protect our intellectual property. Although we hold a trademark on the Corsair name in the United States and a number of other countries, the Corsair name does not have trademark protection in other parts of the world, including some major markets, and we may be unable to register the Corsair name as a trademark in some countries. Likewise, we hold a trademark on the Vengeance brand only in the United States and the Vengeance brand therefore does not have trademark protection in other parts of the world and we may be unable to register the Vengeance brand as a trademark in some countries. If third parties misappropriate or infringe on our brand or we are unable to protect our brand, or if third parties use the Corsair or Vengeance name to sell their products in countries where we do not have trademark protection, it could have a material adverse affect on our reputation and results of operations.

We hold a limited number of patents and pending patent applications. It is possible that any patent owned by us will be invalidated, deemed unenforceable, circumvented or challenged and that our pending or any future patent applications will not be granted. In addition, other intellectual property laws or our confidentiality procedures and contractual provisions may not adequately protect our intellectual property and others may independently develop similar technology, duplicate our products, or design around any intellectual property rights we may have. Any of these events could harm our business, financial condition and operating results.

Certain of the licenses pursuant to which we are permitted to use the intellectual property of third parties can be terminated at any time by us or the other party. If we are unable to negotiate and maintain licenses on acceptable terms, we will be required to develop alternative technology internally or license it from other third parties, which may be difficult and costly or impossible.

The expansion of our business will require us to protect our trademarks, domain names, copyrights, patents and other intellectual property rights in an increasing number of jurisdictions, a process that is expensive and sometimes requires litigation. If we are unable to protect our trademarks, domain names, copyrights, patents and other intellectual property rights, or prevent third parties from infringing upon them, our business may be materially adversely affected.

 

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We have taken steps in the past to enforce our intellectual property rights and expect to continue to do so in the future. However, it may not be practicable or cost-effective for us to enforce our rights with respect to certain items of intellectual property fully, or at all, particularly in developing countries where the enforcement of intellectual property rights may be more difficult than in the United States. It is also possible that, given the costs of obtaining patent protection, we may choose not to seek patent protection for certain items of intellectual property that may later turn out to be important.

We have in the past been, are currently, and may in the future be, subject to intellectual property infringement claims, which are costly to defend, could require us to pay damages or royalties and could limit our ability to use certain technologies in the future.

Companies in the technology industry are frequently subject to litigation or disputes based on allegations of infringement or other violations of intellectual property rights. We have faced claims that we have infringed, or that our use of components or products supplied to us by third parties have infringed, patents or other intellectual property rights of others in the past, we face these claims currently and we expect to face similar claims in the future.

On September 7, 2011, a patent infringement complaint was filed in the Eastern District of Texas, Marshall Division, by Solid State Storage Solutions (“S4”) against nine defendants, including us. The complaint alleges that we have been and are now directly and indirectly infringing certain patents owned by S4 by making, using, selling, offering for sale, importing and/or exporting our solid-state drives. The plaintiff seeks certain relief including, without limitation, an injunction, a judgment of infringement, unspecified damages, special damages, pre- and post-judgment interest and ongoing royalty payments. On January 16, 2012 we filed an answer that denied the allegations of infringement set forth in the complaint and raised eight affirmative defenses. As of March 31, 2012, we had not accrued for this contingency in our consolidated financial statements included in this prospectus because we believe that we have meritorious defenses to all such allegations of infringement, and we expect to defend the matter vigorously. However, if this action is decided adversely to us, or if we were to settle this matter, we might be required to pay damages or make a settlement payment to the plaintiff or to pay ongoing royalties to the plaintiff. In addition, this action will result in legal and other costs and may divert the attention of management from running our business. Because this matter is in the very early stages, we are not in a position to assess whether any loss or adverse effect on our financial condition is probable or remote or to estimate the range of potential loss, if any.

Any intellectual property claims, with or without merit, can be time-consuming, expensive to litigate or settle and can divert management resources and attention. For example, in the past we have settled claims relating to infringement allegations and agreed to make royalty or license payments in connection with such settlements. An adverse determination could require that we pay damages, which could be substantial, or stop using technologies found to be in violation of a third-party’s rights and could prevent us from selling some of our products. In order to avoid these restrictions, we may have to seek a license for the technology. Any such license may not be available on reasonable terms or at all, could require us to pay significant royalties and may significantly increase our operating expenses or otherwise have a material adverse effect on our business or operating results. As a result, we may be required to develop alternative non-infringing technologies, which could require significant effort and expense and might not be successful or, if alternative non-infringing technologies already exist, we may be required to license those technologies from third parties, which may be expensive or impossible. If we cannot license or develop technologies for any infringing aspects of our business, we may be forced to halt sales of products incorporating the infringing technologies and may be unable to compete effectively. Any of these results could materially harm our brand, our operating results and our financial condition.

 

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Our products are designed to appeal to the high-performance computer gaming market, which represents a relatively small portion of the overall personal computing market, and we will need to develop and successfully market additional products and new categories of products to this market, as well as develop and successfully market products that appeal to broader markets, in order to grow. If we are unsuccessful in marketing additional products and new categories of products to these markets, we may suffer a decline in our competitive position, which could materially adversely affect our business, results of operations and financial condition.

Most of our DRAM modules are higher priced, high-performance products intended to appeal primarily to computer gaming enthusiasts focused on building and customizing their own PCs to enhance their processing power and speed. Our power supplies, solid-state drives, cooling systems, computer cases and accessories are marketed primarily to these same end-users for use in building or customizing high-performance PCs. Our gaming peripherals are marketed to these end-users for PC gaming applications. Our USB flash drives feature high capacity, high levels of performance or enhanced shock-proofing or water resistance and are therefore sold at prices that are unlikely to appeal to mainstream consumers.

Our products are currently targeted primarily to the high-performance computer gaming market. Moreover, some of our current products are suitable for use only with desktop PCs and not with laptops, netbooks or other portable computing devices and none of our current products is suitable for use with video game consoles or with smart phones, tablet computers or other mobile communications devices, which limits the potential markets for our current products. The relatively small size of the market for our current products will limit our ability to grow, which could adversely affect our ability to grow net revenues.

Accordingly, our growth depends in large part on our ability to develop and successfully produce and market, or to acquire other companies or businesses that sell, additional products and product categories targeted to the high-performance computer gaming market as well as new categories of products that appeal to broader computer gaming markets. We introduced our first audio product in the third quarter of 2010 and our first gaming keyboards and mice in the third quarter of 2011 and in the future intend to introduce other products designed to appeal to broader markets. To the extent we do so, we will likely encounter competition from large, well-known consumer electronics and peripherals companies. These companies have significantly greater financial, manufacturing, marketing and other resources than we do and may be able to devote greater resources to the design, development, manufacturing, distribution, promotion, sale and support of their products. We cannot predict whether we will be successful in developing or marketing new products and product categories and, if we fail to do so, it may have a material adverse effect on our business, results of operations and financial condition.

Many end-users purchase our products using the internet, which exposes us to the risk of disruptions in internet communications that could harm our sales.

We generate substantial revenue from sales to online retailers such as Newegg.com, Amazon.com and TigerDirect.com. Because end-users use the internet to purchase our products from online retailers, a disruption or outage in internet communication, even if confined to a relatively small geographic area, could have a negative effect on our sales. In addition, efforts by various states to collect sales taxes on internet sales may reduce the demand for our products through this channel and have an adverse impact on our sales. Likewise, a reduction in the speed of internet communications, whether as a result of inadequate bandwidth or otherwise, could make it less convenient for end-users to buy our products over the internet and therefore harm our sales.

Sales to a limited number of customers represent a significant portion of our revenue, and the loss of one or more of our key customers could adversely affect our operating results.

In 2009, 2010, 2011 and the three months ended March 31, 2012, sales to Newegg.com accounted for approximately 11.1%, 11.3%, 11.0% and 10.8%, respectively, of our net revenues and sales to our ten largest customers accounted for approximately 42.7%, 43.2%, 39.8% and 41.7%, respectively, of our net revenues. Our

 

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customers typically do not enter into long-term agreements to purchase our products but instead enter into purchase orders with us from time to time. These purchase orders may generally be cancelled and orders can be reduced or postponed by the customer. In addition, our customers are under no obligation to continue purchasing from us and may purchase similar products from our competitors. Our financial condition and operating results could be materially adversely affected if the business, financial condition or operating results of a key customer weakens, if a key customer stops purchasing our products, or if uncertainty regarding demand for our products causes a key customer to reduce their orders and marketing of our products. A decision by one or more of our key customers to reduce, delay or cancel their orders from us, either as a result of industry conditions or specific events relating to a particular customer, or their failure or inability to pay amounts owed to us in a timely manner, or at all, could have a material adverse effect on our operating results. In addition, because of our reliance on key customers, the loss of one or more key customers as a result of bankruptcy or liquidation or otherwise, and the resulting loss of sales, could have a material adverse effect on our operating results.

Currency exchange rate fluctuations could result in our products becoming relatively more expensive to our overseas customers or increase our manufacturing costs, each of which could adversely affect our operating results.

Our international sales and our operations in foreign countries subject us to risks associated with fluctuating currency exchange rates. Because sales of our products are denominated primarily in U.S. dollars, an increase in the value of the U.S. dollar relative to the currency used in the countries where our products are sold may result in an increase in the price of our products in those countries, which may lead to a reduction in sales. For example, continuing uncertainty of financial conditions in Europe (including concerns that certain European countries may default in payments due on their national debt) and the resulting economic instability and fluctuations in the values of the Euro and British pound compared to the U.S. dollar have led to variations in the local currency selling prices of, and therefore affected demand for, our products in Europe. This had a significant adverse effect on our net revenues for the second quarter of 2010 and the beginning of the third quarter of 2010, and may adversely impact our operating results if economic conditions in Europe, including the potential of national debt defaults, continue or worsen or the Euro or British pound weaken against the U.S. dollar. In that regard, while the Euro and British pound weakened against the U.S. dollar in the fourth quarter of 2011, we did not experience any material adverse impact on net revenues from this change through March 31, 2012; however, if this trend continues, it could adversely impact our net revenues and operating results in future periods. Likewise, because we pay our suppliers and third-party manufacturers, most of which are located outside of the United States, primarily in U.S. dollars, any decline in the value of the U.S. dollar relative to the applicable local currency may cause our suppliers and manufacturers to raise the prices they charge us. In addition, we generally pay our employees located outside the United States in the local currency and, as a result of our foreign sales and operations, we have other expenses, assets and liabilities that are denominated in foreign currencies and changes in the value of the U.S. dollar could result in significant increases in our expenses that could have an adverse effect on our business and results of operations.

Total unit shipments of our products tend to be higher during the third and fourth quarters of the year. As a result, our sales are subject to seasonal fluctuations, which could adversely affect our results of operations and the market price of our common stock.

We have experienced and expect to continue to experience seasonal fluctuations in sales due to the spending patterns of our customers. Our total unit shipments have generally been lowest in the first and second calendar quarters due to lower sales 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, graphics cards and other computer hardware products, which usually takes place in the second calendar quarter and which tends to drive sales in the following two quarters. As a consequence of seasonality, our total unit shipments for the second calendar quarter are generally the lowest of the year, followed by total unit shipments for the first calendar quarter, although the effect of these lower quarterly unit volumes on our consolidated net revenues may be masked by changes in average selling prices of our products. We expect these seasonality trends to continue. As a result, our total unit

 

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shipments are subject to seasonal fluctuations, which could adversely affect our results of operations and the market price of our common stock.

We conduct our operations and sell our products internationally and the effect of business, legal and political risks associated with international operations could significantly harm us.

Sales to customers outside the United States accounted for approximately 65.6% of our consolidated net revenues for the three months ended March 31, 2012, approximately 68.7% of our consolidated net revenues for 2011, approximately 67.0% of our consolidated net revenues for 2010 and approximately 67.5% of our consolidated net revenues for 2009. In addition, substantially all of the products that we sell are manufactured at facilities in Asia. Our international sales and operations are subject to a wide range of risks, which may vary from country to country or region to region. These risks include the following:

 

   

export and import duties, changes to import and export regulations, and restrictions on the transfer of funds;

 

   

political and economic instability;

 

   

problems with the transportation or delivery of our products;

 

   

issues arising from cultural or language differences and labor unrest;

 

   

longer payment cycles and greater difficulty in collecting accounts receivable;

 

   

compliance with trade and technical standards in a variety of jurisdictions;

 

   

difficulties in staffing and managing international operations, including the risks associated with fraud, theft and other illegal conduct;

 

   

compliance with laws and regulations, including environmental, employment and tax laws, which vary from country to country and over time, increasing the costs of compliance and potential risks of non-compliance;

 

   

difficulties enforcing our contractual and intellectual property rights, especially in those foreign countries that do not respect and protect intellectual property rights to the same extent as the United States and European countries;

 

   

the risk that trade to or from some foreign countries, or companies in foreign countries that manufacture our products or supply components that are used in our products, may be affected by political tensions, trade disputes and similar matters, particularly between China and Taiwan or between China and the United States;

 

   

U.S. and foreign trade restrictions, including those that may limit the importation of technology or components to or from various countries or impose tariffs or quotas;

 

   

difficulties or increased costs in establishing sales and distribution channels in unfamiliar markets, with their own market characteristics and competition; and

 

   

imposition of currency exchange controls or taxes that make it impracticable or costly to repatriate funds from foreign countries.

To the extent we successfully execute our strategy of expanding into new geographic areas, these and similar risks will increase. We cannot assure you that risks relating to our international operations will not have a material adverse effect on our business or operating results.

 

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The Chairman of our board of directors, Chief Executive Officer and President and one of our co-founders, and two of our other co-founders, have significant influence over, and acting collectively may be able to control, our management and affairs and may therefore take actions with which you do not agree or that could cause the market price of our common stock to decline.

Immediately after completion of this offering, Andrew J. Paul, the Chairman of our board of directors, Chief Executive Officer and President and one of our co-founders, and two of our other co-founders will own a total of approximately 40.1% of our outstanding common stock (or approximately 37.4% if the underwriters’ option to purchase additional shares of common stock is exercised in full), in each case including shares allocated to their respective accounts in our ESOP. Specifically, Mr. Paul will own approximately 20.1% of our outstanding common stock (or approximately 18.2% if such option is exercised in full) and these two other co-founders will own a total of approximately 20.0% of our outstanding common stock (or approximately 19.2% if such option is exercised in full), in each case including shares allocated to their respective accounts in our ESOP.

In addition, our ESOP will hold approximately 12.3% of our outstanding common stock immediately after this offering (or approximately 11.8% if the underwriters’ option to purchase additional shares of common stock is exercised in full). Following this offering, ESOP participants will be entitled to so-called “pass through” voting rights with respect to shares of common stock allocated to their respective accounts, meaning that they will be entitled to direct the ESOP trustees as to how those shares are to be voted. However, in the case of shares where no voting instructions are received from participants, and in the case of shares held by the ESOP that have not been allocated to participants’ accounts, the committee that administers our ESOP (the “ESOP Committee”) is entitled to instruct the ESOP trustees as to how those shares should be voted. The trustees of our ESOP and the sole members of our ESOP committee are Andrew J. Paul, the Chairman of our board of directors, Chief Executive Officer and President and one of our co-founders, Nicholas B. Hawkins, our Chief Financial Officer and Treasurer, and Frederick M. Gonzalez, our Vice President, General Counsel and Corporate Secretary. For additional information, see “Executive Compensation – Equity Incentive Plans – Employee Stock Ownership Plan.”

As a result, Mr. Paul and these two other co-founders will have significant influence over our management and affairs and, acting together and based upon the shares of our common stock that they will own immediately after completion of this offering, may be able to control matters requiring stockholder approval, including the election of directors and significant corporate transactions such as mergers, consolidations, sales of assets, recapitalizations and amendments to our certificate of incorporation. Mr. Paul and these two other co-founders may use their voting power to take actions with which you do not agree, including actions that could delay, defer or prevent a change in control of our company, make the approval of certain transactions difficult or impossible without the support of these stockholders or that could cause the market price of our common stock to decline.

Cloud computing may harm our business.

Cloud computing refers to a computing environment in which software is run on third-party servers and accessed by end-users over the internet. In a cloud computing environment a user’s computer may be a so-called “dumb terminal” with minimal processing power and limited need for high-performance components. As a result, widespread adoption of cloud computing, either generally or by the computer gaming community, may harm our business, perhaps substantially.

We may recognize restructuring and impairment charges in future periods, which will adversely affect our operating results and could harm our reputation with securities analysts, investors and others.

Depending on market and economic conditions in future periods, we may implement restructuring initiatives. As a result of these initiatives, we could incur restructuring charges, lose key personnel and experience disruptions in our operations and difficulties in delivering products.

We are required to test long-lived assets and goodwill for recoverability and may be required to record charges if there are indicators of impairment and we have in the past recognized impairment charges. As of

 

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March 31, 2012, we had approximately $4.5 million of long-lived assets and no goodwill. One of our strategies is to grow through acquisitions of other businesses or technologies and, if we are successful in doing so, these acquisitions may result in goodwill and other long-lived assets. The risk that we will be required to recognize impairment charges is also heightened by the fact that the life cycles of many of our products are relatively short, which increases the possibility that we may be required to recognize impairment charges for obsolete inventory. Impairment charges will adversely affect our operating results and could harm our reputation with securities analysts, investors and others.

We will incur significant expenses as a result of being a public company, which will negatively impact our financial performance.

We will incur significant legal, accounting, insurance and other expenses as a result of being a public company. The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, and the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, as well as related rules implemented by the Securities and Exchange Commission, or SEC, and Nasdaq Global Market, have required changes in corporate governance practices of public companies. In addition, rules that the SEC is implementing or is required to implement pursuant to the Dodd-Frank Act are expected to require additional changes. We expect that compliance with these and other similar laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act and, if enacted in their currently proposed or a similar form, the conflict minerals rules required pursuant to the Dodd-Frank Act, as discussed below, will substantially increase our expenses, including our legal and accounting costs, and make some activities more time-consuming and costly. We also expect these laws, rules and regulations to make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage, which may make it more difficult for us to attract and retain qualified persons to serve on our board of directors or as officers. Although the Jumpstart Our Business Startups Act, or the JOBS Act, recently enacted by the U.S. Congress and discussed in the next risk factor may for a limited period of time somewhat lessen the cost of complying with these additional regulatory and other requirements, we nonetheless expect a substantial increase in legal, accounting, insurance and certain other expenses in the future, which will negatively impact our results of operations and financial condition.

The recently enacted JOBS Act will allow us to postpone the date by which we must comply with certain laws and regulations intended to protect investors and to reduce the amount of information we provide in our reports filed with the SEC.

The recently enacted JOBS Act is intended to reduce the regulatory burden on “emerging growth companies.” As defined in the JOBS Act, a public company whose initial public offering of common equity securities occurred after December 8, 2011 and whose annual gross revenues are less than $1.0 billion will, in general, qualify as an “emerging growth company” until the earliest of:

 

   

the last day of its fiscal year following the fifth anniversary of the date of its initial public offering of common equity securities;

 

   

the last day of its fiscal year in which it has annual gross revenue of $1.0 billion or more;

 

   

the date on which it has, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; and

 

   

the date on which it is deemed to be a “large accelerated filer,” which will occur at such time as the company (a) has an aggregate worldwide market value of common equity securities held by non-affiliates of $700 million or more as of the last business day of its most recently completed second fiscal quarter, (b) has been required to file annual and quarterly reports under the Securities Exchange Act of 1934 for a period of at least 12 months, and (c) has filed at least one annual report pursuant to the Securities Act of 1934.

 

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Under this definition, we will be an “emerging growth company” upon completion of this offering and could remain an emerging growth company until as late as December 31, 2017.

The JOBS Act provides that, so long as a company qualifies as an “emerging growth company,” it will, among other things:

 

   

be exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that its independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting;

 

   

be exempt from the “say on pay” provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the “say on golden parachute” provisions (requiring a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of the Dodd-Frank Act and certain disclosure requirements of the Dodd-Frank Act relating to compensation of its chief executive officer;

 

   

be permitted to omit the detailed compensation discussion and analysis from proxy statements and reports filed under the Securities Exchange Act of 1934 and instead provide a reduced level of disclosure concerning executive compensation; and

 

   

be exempt from any rules that may be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report on the financial statements.

Although we are still evaluating the JOBS Act, we currently intend to take advantage of some or all of the reduced regulatory and reporting requirements that will be available to us so long as we qualify as an “emerging growth company,” except that we have irrevocably elected not to take advantage of the extension of time to comply with new or revised financial accounting standards available under Section 102(b) of the JOBS Act. Among other things, this means that our independent registered public accounting firm will not be required to provide an attestation report on the effectiveness of our internal control over financial reporting so long as we qualify as an emerging growth company, which may increase the risk that weaknesses or deficiencies in our internal control over financial reporting go undetected. Likewise, so long as we qualify as an emerging growth company, we may elect not to provide you with certain information, including certain financial information and certain information regarding compensation of our executive officers, that we would otherwise have been required to provide in filings we make with the SEC, which may make it more difficult for investors and securities analysts to evaluate our company. As a result, investor confidence in our company and the market price of our common stock may be adversely affected.

As a public reporting company, we will be subject to rules and regulations established from time to time by the Securities and Exchange Commission and the Nasdaq Global Market regarding our internal control over financial reporting. We may not complete needed improvements to our internal control over financial reporting in a timely manner, or these internal controls may not be determined to be effective, which may adversely affect investor confidence in our company and, as a result, the value of our common stock and your investment.

Upon completion of this offering, we will become a public reporting company subject to the rules and regulations established from time to time by the SEC and the Nasdaq Global Market. These rules and regulations will require, among other things, that we establish and periodically evaluate procedures with respect to our internal controls over financial reporting. Reporting obligations as a public company are likely to place a considerable strain on our financial and management systems, processes and controls, as well as on our personnel. In addition, as a public company we will be required to document and test our internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act so that our management can certify as to the effectiveness of our internal controls over financial reporting by the time our annual report for the year

 

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ending December 31, 2013 is due and thereafter, which will require us to document and make significant changes to our internal controls over financial reporting. Likewise, our independent registered public accounting firm will be required to provide an attestation report on the effectiveness of our internal control over financial reporting at such time as we cease to be an “emerging growth company,” as defined in the JOBS Act, although, as described in the preceding risk factor, we could potentially qualify as an “emerging growth company” until December 31, 2017. As a result, we will be required to improve our financial and managerial controls, reporting systems and procedures, to incur substantial expenses to test our systems and to make such improvements and to hire additional personnel. If our management is unable to certify the effectiveness of our internal controls or if our independent registered public accounting firm cannot deliver (at such time as it is required to do so) a report attesting to the effectiveness of our internal control over financial reporting, or if we identify or fail to remediate material weaknesses in our internal controls, we could be subject to regulatory scrutiny and a loss of public confidence, which could harm our reputation and the market price of our common stock. In addition, if we do not maintain adequate financial and management personnel, processes and controls, we may not be able to manage our business effectively or accurately report our financial performance on a timely basis, which could cause a decline in our common stock price and adversely affect our results of operations and financial condition.

We face additional costs of complying with proposed rules relating to conflict minerals.

As required by the Dodd-Frank Act, the SEC has proposed rules that would require public companies to disclose whether their products incorporate tungsten, tantalum, tin or gold originating in the Democratic Republic of Congo, or the DRC, or certain neighboring countries. If a company determines that conflict minerals incorporated into their products originated in the DRC or these neighboring countries, then the company will be required to disclose additional information in a report to the SEC. Because our products incorporate some of these so-called conflict minerals, we will be required to comply with these rules when they become effective. If these rules are enacted in their current or a similar form, it may be difficult or costly for us to determine the source of any such minerals used in our products, particularly as all of our products and the components used in those products are manufactured by third parties. Because our supply chain is complex and some suppliers may not share information regarding the source of their raw materials or components, we may be unable to verify that materials used in our products are “conflict free.” Some of our customers and end-users may elect not to purchase our products if we cannot certify that they are “conflict free.” Moreover, these rules could affect the sourcing and availability of components used in our products and the raw materials used in those components. For example, there may be only a limited number of suppliers offering “conflict free” minerals, and this may make it difficult for us to obtain various components used in our products in sufficient quantities or at competitive prices, or at all. As a result, enactment of these rules will likely have an adverse impact, which could be significant, on our business.

We have previously identified material weaknesses in our internal control over financial reporting. Failure to maintain adequate financial and management processes and controls could lead to errors in our financial reporting, damage our reputation and harm our ability to manage our business.

In connection with the audit of our consolidated financial statements for the year ended December 31, 2009, our independent registered public accounting firm identified two material weaknesses, as well as one significant deficiency. Under rules of the SEC, a material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis. SEC rules define a significant deficiency as a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of a company’s financial reporting. The material weaknesses and significant deficiencies were identified as a result of adjustments identified during our annual financial statement audit, which did not include an audit of our internal controls over financial reporting, which will be required in our second annual report following completion of this offering, and is more extensive than a financial statement audit.

 

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The first material weakness related to our lack of effective controls over the use of outside consultants that we engaged to assist with accounting for stock-based compensation and income taxes. Among other things, our auditors noted that we did not identify several errors and the misapplication of accounting rules in the worksheets prepared by these consultants, resulting in adjustments to related items in our financial statements. The second material weakness related to our lack of effective controls over the administration of option and stock transactions with employees and our lack of expertise regarding the appropriate accounting for these transactions. Among other things, our auditors noted that documentation for stock-based transactions was either missing or incorrect and that we did not have controls to ensure the proper accounting for these transactions, resulting in adjustments to our financial statements for outstanding shares of common stock, stock-based compensation expense and notes receivable from stockholders. The significant deficiency related to our lack of effective controls for the timely preparation of GAAP financial statements and related footnote disclosures. Our auditors noted, among other things, that our financial reporting process did not include procedures to verify all numbers and disclosures in the financial statements and that procedures intended to ensure that our financial statements complied with GAAP did not identify missing and inappropriate disclosures, resulting in changes to our financial statements. In connection with its audit of our consolidated financial statements for the years ended December 31, 2007 and 2008, our independent registered public accounting firm identified five material weaknesses and three material weaknesses, respectively.

We have remediated these material weaknesses and significant deficiencies, primarily (in the case of the material weaknesses and deficiencies identified in connection with the audit of our 2009 financial statements) through the hiring of several additional accounting personnel in the United States and Asia, as well as a General Counsel. We plan to continue to assess our internal controls and procedures with respect to financial and accounting matters and intend to take further action as we deem appropriate to address any significant issues that we may identify in the future.

To date, the audit of our consolidated financial statements by our independent registered public accounting firm has included a consideration of internal control over financial reporting as a basis of designing their audit procedures, but not for the purpose of expressing an opinion (as will be required pursuant to Section 404 of the Sarbanes-Oxley Act after we are a public company, subject to our right to defer these requirements as described above so long as we qualify as an “emerging growth company” under the JOBS Act) on the effectiveness of our internal control over financial reporting. If such an evaluation had been performed or when we are required to perform such an evaluation, additional material weaknesses and significant deficiencies might have been or may be identified. We cannot assure you that further material weaknesses or significant deficiencies will not be identified in the future. If other material weaknesses and significant deficiencies occur in the future or if we otherwise fail to maintain proper and effective internal controls over financial reporting, our ability to produce accurate and timely financial statements could be impaired, which could have a material adverse effect on our business and results of operations.

We and our contract manufacturers may be adversely affected by seismic activity or other natural disasters, and our business continuity and disaster recovery plans may not adequately protect us from a serious disaster.

Our corporate headquarters are located in the San Francisco Bay Area and the testing and packaging of most of our DRAM modules take place in our facility in Taiwan. Both locations are known to experience earthquakes from time to time, some of which have been severe. In addition, typhoons and other severe weather systems frequently affect Taiwan. Most of the third-party facilities where our products and some of the components used in our products are manufactured are located in China, Japan, Taiwan and other areas that are known for seismic activity and other natural disasters. Earthquakes in any of the foregoing areas may also result in tsunamis. We do not carry earthquake insurance. As a result, earthquakes or other natural disasters could severely disrupt our operations, either directly or as a result of their effect on third-party manufacturers and suppliers upon whom we rely and their respective supply chains, and may negatively impact the ordering patterns of our customers and have a material adverse effect on our business.

 

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All of our enterprise data processing systems are located in our Fremont, California headquarters, and, as noted above, we have a DRAM module testing and packaging facility in Taiwan. If a disaster, power outage or other event occurred that prevented us from using all or a significant portion of either of these facilities, that damaged critical infrastructure, such as enterprise resources planning systems, or that otherwise disrupted operations at either location, it may be difficult or, in certain cases, impossible for us to continue our business for a substantial period of time. The disaster recovery and business continuity plans we have in place currently are limited and are unlikely to prove adequate in the event of a serious disaster or similar event. We may incur substantial expenses as a result of the limited nature of our disaster recovery and business continuity plans which, particularly when taken together with our lack of earthquake insurance, could have a material adverse effect on our business.

We are subject to various environmental laws and regulations that could impose substantial costs upon us and may adversely affect our business, operating results and financial condition.

Our operations, properties and products are subject to a variety of U.S. and foreign environmental laws and regulations governing, among other things, air emissions, wastewater discharges, management and disposal of hazardous and non-hazardous materials and waste, and remediation of releases of hazardous materials. Our failure to comply with present and future requirements under these laws and regulations, or environmental contamination or releases of hazardous materials on our leased premises, as well as through disposal of our products, could cause us to incur substantial costs, including clean up costs, personal injury and property damage claims, fines and penalties, costs to redesign our products or upgrade our facilities and legal costs, or require us to curtail our operations. Environmental contamination or releases of hazardous materials may also subject us to claims of property damage or personal injury, which could result in litigation and require us to make substantial payments to satisfy adverse judgments or pay settlements. Liability under environmental laws can be joint and several and without regard to comparative fault. We also expect that our operations will be affected by new environmental laws and regulations on an ongoing basis, which will likely result in additional costs. Environmental laws and regulations could also require that we redesign our products or change how our products are made, any of which could have a material adverse effect on our business. The costs of complying with environmental laws and regulations or the effect of any claims or liability concerning or resulting from noncompliance or environmental contamination could have a material adverse effect on our financial condition and results of operations.

Failure to comply with other laws and governmental regulations could harm our business.

Our business is subject to regulation by various federal and state governmental agencies. Such regulation includes the consumer protection laws of the Federal Trade Commission, the import/export regulatory activities of the Department of Commerce, the product safety regulatory activities of the Consumer Products Safety Commission, the regulatory activities of the Occupational Safety and Health Administration, the environmental regulatory activities of the Environmental Protection Agency, the labor regulatory activities of the Equal Employment Opportunity Commission and tax and other regulations by a variety of regulatory authorities in each of the areas in which we conduct business. We are also subject to regulation in other countries where we conduct business. In certain jurisdictions, such regulatory requirements may be more stringent than in the United States. We are also subject to a variety of federal, state and foreign employment and labor laws and regulations, including the Americans with Disabilities Act, the Federal Fair Labor Standards Act and other laws and regulations related to working conditions, wage-hour pay, overtime pay, employee benefits, anti-discrimination and termination of employment.

Noncompliance with applicable regulations or requirements could subject us to investigations, sanctions, mandatory product recalls, enforcement actions, fines, damages, civil and criminal penalties, or injunctions. In addition from time to time we receive, and expect to continue to receive, correspondence from former employees terminated by us alleging that we have violated one or more labor and employment laws or regulations. In certain of these instances the former employee has brought legal proceedings against us and we expect that we will encounter similar actions against us in the future. An adverse outcome in any such litigation could require us to pay damages, which may include punitive damages, attorneys’ fees and costs.

 

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As a result, noncompliance or any related enforcement or civil actions could result in governmental sanctions and possible civil or criminal litigation, which could have a material adverse effect on our business, financial condition, results of operations and cash flow and result in a significant diversion of management’s attention and resources.

We may not be able to manage successfully the challenges associated with our expansion in the Asia Pacific region, and our failure to grow our operations in this region would adversely affect our prospects for the future.

A component of our growth strategy involves expanding our presence in the Asia Pacific region. We may not be able to successfully manage the challenges associated with our current and planned operations in the Asia Pacific region due to risks such as:

 

   

disposable income and consumer spending on PC gaming hardware in the Asia Pacific region may grow more slowly than we anticipate or may decline;

 

   

we may not be able to achieve the same brand recognition in the Asia Pacific region as we have in some other parts of the world;

 

   

consumer expectations and purchasing behaviors that we may not adequately understand;

 

   

a dynamic competitive environment;

 

   

restrictions imposed by local labor practices and laws on our business and operations;

 

   

difficulties and costs of staffing and managing foreign operations;

 

   

exposure to foreign business practices and legal standards;

 

   

unexpected changes in regulatory requirements;

 

   

the imposition of governmental controls and restrictions;

 

   

political, social and economic instability and the risk of war, terrorist activities or other international incidents including, without limitation, the considerable political instability in Taiwan related to its disputes with China and in South Korea related to its disputes with North Korea;

 

   

natural disasters and public health emergencies;

 

   

potentially adverse tax consequences; and

 

   

the failure of local laws to provide a sufficient degree of protection against infringement of our intellectual property.

We may not be able to grow our operations in the Asia Pacific region at the rate or with the level of success we anticipate, or at all, which would adversely impact our future results and prospects.

Risks Related to This Offering

The market price of our common stock may be volatile and may decline.

Prior to this offering, our common stock has not been sold in a public market. We cannot predict the extent to which a trading market will develop or how liquid that market might become. An active trading market for our common stock may never develop or may not be sustained, which could adversely affect your ability to sell your common stock and the market price for the common stock. The initial public offering price for our common stock was determined by negotiations between us and the underwriters and does not purport to be indicative of prices at which our common stock will trade upon completion of this offering.

 

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The stock market in general, and the market for stocks of technology companies in particular, has been highly volatile. In our case, this volatility may be increased by the volatility in market prices for, and the fact that we derive a significant portion of our net revenues from sales of, DRAM modules. As a result, the market price of our common stock is likely to be similarly volatile, and investors in our common stock may experience a decrease, which could be substantial, in the value of their common stock or the loss of their entire investment for a number of reasons, including reasons unrelated to our operating performance or prospects. The market price of our common stock could be subject to wide fluctuations in response to a broad and diverse range of factors, including those described elsewhere in this “Risk Factors” section and this prospectus, and the following:

 

   

variations in our operating performance and the performance of our competitors;

 

   

actual or anticipated fluctuations in our quarterly or annual operating results;

 

   

changes in estimates or recommendations by securities analysts concerning us or our competitors;

 

   

publication of research reports by securities analysts about us or our competitors or our industry;

 

   

our failure or the failure of our competitors to meet analysts’ estimates or guidance that we or our competitors may give to the market;

 

   

additions and departures of key personnel;

 

   

strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments or changes in business strategy;

 

   

developments of new technologies or other innovations;

 

   

the passage of legislation or other regulatory developments affecting us or our industry;

 

   

speculation in the press or investment community;

 

   

changes in accounting principles;

 

   

natural disasters, terrorist acts, acts of war or periods of widespread civil unrest; and

 

   

changes in general market and economic conditions.

In the past, securities class action litigation has often been initiated against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert our management’s attention and resources, and could also require us to make substantial payments to satisfy judgments or to settle litigation.

We may invest or spend the proceeds of this offering in ways you may not agree with or in ways which may not yield a return.

We will have broad discretion over how we use the net proceeds from this offering received by us. We intend to use the net proceeds we receive from our sale of stock in this offering for general corporate purposes and we have not reserved specific amounts for any particular purposes and cannot specify with certainty how we will use these funds. Accordingly, our management will have considerable discretion in the application of these funds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. These funds may be used for purposes that do not improve our operating results or the market value of our common stock. Until these funds are used, they may be placed in investments that produce only limited income or do not produce income at all or that lose value.

Future sales of our common stock in the public market could cause our stock price to fall.

Sales of our common stock in the public market after this offering, or the perception that such sales might occur, could cause the market price of our common stock to decline. Immediately after completion of this offering, we will have a total of 17,152,599 shares of common stock outstanding, including 3,449,273 shares of

 

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common stock owned by Andrew J. Paul, the Chairman of our board of directors, Chief Executive Officer and President and one of our co-founders; 2,104,228 shares of common stock owned by our ESOP (including shares allocated to the ESOP accounts of Mr. Paul and our two other co-founders); a total of 3,429,619 shares of common stock owned by two of our other co-founders and a total of 1,280,000 shares, which we sometimes refer to as the Investor shares, owned by Keating Capital, Inc., Lazarus Investment Partners LLLP and Cambridge Capital II LLC, which we sometimes refer to as the Investors, plus up to 320,000 additional shares of common stock, which we sometimes refer to as the Investor warrant shares, that the Investors could acquire if warrants, which we sometimes refer to as the Investor warrants, issued to the Investors by six of our current and former officers and employees, whom we sometimes refer to as the Sellers, become exercisable and are exercised in full. For more information, see “Certain Relationships and Related Party Transactions—Keating Transaction” below. In general, the shares of common stock sold in this offering will be freely transferable without restriction or additional registration under the Securities Act of 1933, as amended, or the Securities Act. In addition, the 11,152,599 remaining shares of our common stock that will be outstanding immediately after completion of this offering will be available for sale in the public markets, pursuant to Rule 144 or Rule 701 under the Securities Act, subject, in some cases, to the lock-up agreements described under “Underwriting” or to compliance with the holding period required by Rule 144. Any or all of the shares subject to the lock-up agreements may be released for sale in the public market prior to expiration of the lock-up period at the discretion of Stifel, Nicolaus & Company, Incorporated and RBC Capital Markets, LLC. Sales of our common stock in the public market, or the perception that those sales may occur, could cause the market price of our common stock to decline. For additional information, see “Shares Eligible for Future Sale” and “Underwriting.”

Purchasers in this offering will immediately experience substantial dilution in the net tangible book value of their shares.

Assuming that the initial public offering price of our common stock is $13.00 per share (which is the midpoint of the estimated price range appearing on the cover page of this preliminary prospectus), the initial public offering price of our common stock will be substantially higher than the adjusted net tangible book value per share of our common stock, calculated as described below under “Dilution,” immediately after this offering. Therefore, if you purchase our common stock in this offering, you will suffer an immediate dilution of $8.96 in pro forma as adjusted net tangible book value per share from the assumed initial public offering price, assuming an initial public offering price of our common stock of $13.00 per share (which is the midpoint of the estimated price range appearing on the cover page of this preliminary prospectus). For more information, including information as to how we compute pro forma as adjusted net tangible book value per share, see “Dilution” below.

We have outstanding options and warrants, and we have granted registration rights, that have the potential to dilute stockholder value and cause the market price of our common stock to decline.

In the past, we have issued, and we expect to continue to issue, stock options or other forms of stock-based compensation to our directors, officers and employees. In addition, we have outstanding BHC warrants that we issued to BHC, a former lender. Stock options issued in the past have per share exercise prices below the assumed initial public offering price of $13.00 per share of common stock (which is the midpoint of the estimated price range appearing on the cover page of this preliminary prospectus). As of March 31, 2012, we had options outstanding under our equity incentive plans to purchase 5,793,971 shares of our common stock with a weighted average exercise price of $5.31 per share (calculated on a pro forma basis by giving effect to the Selling Stockholder Option Exercise as if it had occurred as of March 31, 2012). Immediately after this offering, the BHC warrants will entitle the holder to purchase a number of shares of our common stock equal to the sum of (a) 329,811 shares of common stock, plus (b) the number of shares of common stock equal to 2% of the total number of shares of common stock of all classes issued by us (other than shares of common stock issued in this offering) during the period beginning on and including April 1, 2010 through and including the earlier of the day immediately prior to the closing date of this offering and June 30, 2012, calculated on a fully-diluted basis after giving effect to the exercise of all warrants (other than the BHC warrants), options and rights to acquire any shares of our common stock issued by us, and the conversion of any convertible securities issued by us during

 

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that period, subject to specified exceptions, less (c) 156,000 shares of our common stock to be issued upon cashless exercise of a portion of the BHC warrants and sold by BHC in this offering, and less (d) a related reduction in the number of shares of common stock issuable upon exercise of the BHC warrants by 41,854 shares (the “Exercise Shares”) as consideration for such cashless exercise, assuming an initial public offering price of $13.00 per share, the midpoint of the estimated price range set forth on the cover page of this preliminary prospectus. However, because the number of Exercise Shares depends upon the initial public offering price per share in this offering, the actual number of Exercise Shares will likely differ from the number we have assumed for purposes of this preliminary prospectus. For information on how the number of Exercise Shares will be calculated, see note (19) to the table under “Principal and Selling Stockholders” below. We currently estimate that a maximum of approximately 32,813 additional shares of our common stock will be issuable upon exercise of the BHC warrants pursuant to clause (b) of the preceding sentence immediately after this offering. The exercise price of the BHC warrants is $2.75 per share, which is also below the assumed initial public offering price per share in this offering.

We intend to file a registration statement under the Securities Act covering all of the shares of our common stock issuable on exercise of our outstanding options or reserved for issuance under our equity incentive plans as soon as practicable after the closing of this offering, which would permit those shares to be sold in the public markets. In addition, the holders of the shares of common stock issuable upon exercise of the BHC warrants and the holders of the 1,280,000 Investor shares and the up to 320,000 Investor warrant shares that may be delivered upon exercise of the Investor warrants are entitled, subject to specified conditions and exceptions, to include those shares in any future registration statement we file under the Securities Act and, if applicable, to sell those shares in any underwritten offering under that registration statement, and will also be entitled to sell those shares pursuant to Rule 144 under the Securities Act (upon satisfaction of the conditions of that rule and subject to the lock-up agreement entered into in connection with this offering), both of which would permit those shares to be sold in the public markets. Likewise, once we are eligible to use Form S-3 under the Securities Act, the holders of the Investor shares and any Investor warrant shares that may be delivered upon exercise of the Investor warrants have the right, subject to specified conditions and exceptions, to require that we file an unlimited number of registration statements on Form S-3 to enable them to sell those shares in the public market, including by underwritten public offerings. If some or all of these options or warrants are exercised and the shares delivered on exercise are sold into the public market, or if some or all of the Investor shares are sold in the public market, the market price of our common stock may decline.

Our certificate of incorporation and bylaws contain antitakeover provisions that could delay, deter or prevent takeover attempts that stockholders may consider favorable or attempts to replace or remove our management that would be beneficial to our stockholders.

Certain provisions of our certificate of incorporation and bylaws could delay, deter or prevent a change in control or other takeover of our company that our stockholders might consider to be in their best interests, including transactions that might result in a premium being paid over the market price of our common stock and also may limit the price that investors are willing to pay in the future for our common stock. These provisions may also have the effect of preventing changes in our management. For example, our certificate of incorporation and bylaws include anti-takeover provisions that:

 

   

authorize our board of directors, without further action by the stockholders, to issue preferred stock in one or more series and, with respect to each series, to fix the number of shares constituting that series and to establish the rights and other terms of that series, which may include dividend and liquidation rights and preferences, conversion rights and voting rights;

 

   

require that actions to be taken by our stockholders may only be taken at an annual or special meeting of our stockholders and not by written consent;

 

   

specify that special meetings of our stockholders can be called only by our board of directors, the Chairman of our board of directors, our Chief Executive Officer or our President and not by our stockholders or any other persons;

 

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establish advance notice procedures for stockholders to submit nominations of candidates for election to our board of directors and other proposals to be brought before a stockholders meeting;

 

   

provide that directors may be removed only for cause;

 

   

provide that vacancies on our board of directors or newly created directorships resulting from an increase in the number of our directors may be filled only by a majority of directors then in office, even though less than a quorum;

 

   

divide our board of directors into three classes, serving staggered terms of three years each;

 

   

do not give the holders of our common stock cumulative voting rights with respect to the election of directors, which means that the holders of a majority of our outstanding shares of common stock can elect all directors standing for election; and

 

   

require the affirmative vote by the holders of at least two-thirds of the combined voting power of all shares of our outstanding capital stock entitled to vote generally in the election of our directors (voting as a single class) in order to amend the provisions of our certificate of incorporation or by-laws described in the bullet points above or remove any directors.

As a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of the DGCL, which prevents some stockholders holding more than 15% of our outstanding common stock from engaging in certain business combinations involving us unless certain conditions are satisfied. Any provision of our amended and restated certificate of incorporation or bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock, and could also affect the price that some investors are willing to pay for our common stock.

We do not expect to pay cash dividends on our common stock for the foreseeable future.

We currently intend to retain all available funds for use in our business and do not anticipate paying any cash dividends on our common stock in the foreseeable future. In addition, covenants in our current credit facility restrict, covenants in our new credit facility, which we expect will become operative and will replace our current credit facility contemporaneously with the closing of this offering, will prohibit, and covenants in other instruments and agreements that we may enter into in the future may restrict or prohibit, the payment of dividends on our common stock. Investors seeking or expecting cash dividends should not purchase our common stock.

If securities or industry analysts do not publish or cease publishing research or reports about our business, if they adversely change their recommendations regarding our shares or if our operating results do not meet their expectations, the market price of our common stock could decline.

The market price of our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause the market price or trading volume of our common stock to decline. Moreover, if one or more of the analysts who cover our company downgrade our common stock or if our operating results or prospects do not meet their expectations, the market price of our common stock could decline.

 

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND MARKET DATA

This prospectus, including the sections entitled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” contains forward-looking statements that are based on our management’s current beliefs, projections and assumptions and on information currently available to our management. All statements other than statements of historical fact contained in this prospectus, including statements regarding our future or expected results of operations and financial condition, business strategies, plans, competitive position, industry and market environment and potential growth opportunities, are forward-looking statements. Forward-looking statements can be identified by terms such as “anticipates,” “believes,” “could,” “seeks,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts, “projects,” “should,” “will,” “would” or similar expressions and the negatives of those terms.

Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors, including those described in “Risk Factors” and elsewhere in this prospectus, that may cause actual results, performance, conditions or achievements to be materially different from results, performance, conditions or achievements expressed or implied by the forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this prospectus. Except as may be required by law, we do not intend to update these forward-looking statements.

This prospectus also contains estimates, projections and other information concerning our industry, markets and products, including estimated historical and projected market size and growth rates, that are based on data and projections by market research firms and a computer gaming industry trade association, and information we obtained from websites and magazines targeted to computer enthusiasts, as well as estimates and forecasts prepared by our management. This information involves a number of assumptions, estimates, uncertainties and limitations. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and elsewhere in this prospectus. These and other factors could cause actual industry, market or other conditions to differ materially from those reflected in these estimates, projections and other information. In particular, data regarding the amount of historical and projected revenues in the global PC game software, console game software and PC gaming hardware markets and the worldwide active installed base of consumer gaming PCs (and of those PCs with add-on graphics cards) are subject to a high degree of uncertainty and these estimates, beliefs and projections may prove to have been incorrect. The inaccuracy of any of this data or these beliefs may have a material adverse effect on our business, financial condition and results of operations and the market price of our common stock.

 

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USE OF PROCEEDS

We estimate that the net proceeds we receive from the sale of common stock in this offering will be approximately $42.2 million (or approximately $46.5 million if the underwriters exercise their option to purchase additional shares of common stock in full), in each case assuming an initial public offering price of $13.00 per share, the midpoint of the estimated price range set forth on the cover page of this preliminary prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Each $1.00 increase (decrease) in the assumed initial public offering price per share would increase (decrease) the estimated net proceeds to us by approximately $3.8 million (or by approximately $4.2 million if the underwriters exercise such option in full), in each case assuming that the number of shares of common stock sold by us, as set forth on the cover page of this preliminary prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Each 100,000 share increase (decrease) in the number of shares of common stock sold by us in this offering would increase (decrease) the net proceeds to us from this offering by approximately $1.2 million, assuming an initial public offering price per share equal to the midpoint of the estimated price range set forth on the cover page of this preliminary prospectus and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any proceeds from the sale of shares of our common stock by the selling stockholders.

The principal purposes of this offering are to create a public market for our common stock, obtain additional capital, facilitate our future access to the public equity markets, position us to issue common stock to make acquisitions and generally increase awareness of our company.

We intend to use the net proceeds that we receive from the sale of shares of our common stock in this offering to repay all borrowings outstanding under our current credit facility (whereupon the current credit facility will be terminated and replaced by the new credit facility) and for other general corporate purposes, which may include working capital, capital expenditures and possible acquisitions of other businesses, products, assets or technologies. Although one of our strategies is to grow through acquisitions, we have no present commitments or agreements to make any acquisitions. The manner in which we apply the net proceeds we receive from this offering and the timing of those expenditures will vary depending on a number of factors, including competitive and technological developments, our results of operations and whether or not we are able to consummate any acquisitions. Our management will have broad discretion in the application of the net proceeds we receive from this offering, and investors will be relying on the judgment of our management regarding the application of the proceeds. Pending the application of the net proceeds we receive from this offering for the purposes described above, we may invest the net proceeds in short-term interest-bearing and similar investments, which may include interest-bearing bank accounts, money market funds, certificates of deposit and government securities.

Amounts we repay under our current credit facility with proceeds from this offering may be re-borrowed under the new credit facility, subject to compliance with conditions in the new credit facility. As of March 31, 2012, we had $27.9 million of borrowings outstanding under our revolving credit facility, which matures on June 30, 2012, bearing interest at a weighted average rate of 4.5% per annum. We use borrowings under our revolving credit facility primarily for working capital, and we also used borrowings under our revolving credit facility to finance the First Share Repurchase, Second Share Repurchase, ESOP Share Repurchase and the Severance Share Repurchase (each as defined below under “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Share Repurchase”). For more information about our revolving credit facility and these share repurchases, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

 

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DIVIDEND POLICY

We currently intend to retain all available funds for use in our business and do not anticipate paying any cash dividends on our common stock in the foreseeable future. Any future determination to pay cash dividends will be made at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements and other cash needs, general business conditions, relevant legal requirements and other factors that our board of directors may deem relevant. In addition, covenants in our current credit facility restrict, covenants in our new credit facility, which we expect will become operative and will replace our current credit facility contemporaneously with the closing of this offering, will prohibit, and covenants in other instruments and agreements that we may enter into in the future may restrict or prohibit, the payment of cash dividends on our common stock.

 

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CAPITALIZATION

The following table sets forth our consolidated cash and capitalization as of March 31, 2012 on:

 

   

an actual basis;

 

   

a pro forma basis, assuming that the ESOP Repurchase Right Termination and the BHC Warrant Amendment described above under “Prospectus Summary—The Holding Company Formation, ESOP Repurchase Right Termination and BHC Warrant Amendment” had occurred as of March 31, 2012; and

 

   

a pro forma as adjusted basis to give effect to the transactions described in the immediately preceding bullet point, the Selling Stockholder Option Exercise (including our receipt of payment of the exercise price of those options), the BHC Warrant Exercise, the amendment of our certificate of incorporation to, among other things, authorize the issuance of preferred stock and our sale of common stock in this offering at an assumed initial public offering price of $13.00 per share, the midpoint of the estimated price range set forth on the cover page of this preliminary prospectus, and our receipt of the net proceeds from that sale, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, as if those transactions had occurred as of March 31, 2012. The pro forma as adjusted information does not give effect to our application of any of the net proceeds we receive from this offering as described under “Use of Proceeds.”

You should read this table together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes appearing elsewhere in this prospectus.

 

     As of March 31, 2012  
     Actual     Pro Forma     Pro Forma
As Adjusted(1)
 
     (in thousands except share and per
share amounts)
 

Cash

   $ 1,582      $ 1,582      $ 44,291   
  

 

 

   

 

 

   

 

 

 

Common stock warrant liability

   $ 3,540      $ —        $ —     

Long-term debt and capital leases, excluding current portion(2)

     —          —          —     

Redeemable ESOP shares

     26,198        —          —     

Stockholders’ (deficit) equity:

      

Preferred stock, $0.0001 par value: no shares authorized, issued, or outstanding, actual and pro forma; 5,000,000 shares authorized, no shares issued and outstanding, pro forma as adjusted

     —          —          —     

Common stock, $0.0001 par value: 110,000,000 shares authorized, 12,254,321 shares issued and outstanding, actual and 12,254,321 shares issued and outstanding pro forma; and 75,000,000 shares authorized, 17,152,599 shares issued and outstanding, pro forma as adjusted

     1        1        2   

Treasury stock

     (24,825     (24,825     (24,825

Additional paid-in capital

     49,923        53,463        96,171   

Notes receivable from stockholders

     (490     (490     (490

Redeemable ESOP shares

     (26,198     —          —     

Accumulated deficit(3)

     (1,643     (1,643     (1,643

Accumulated other comprehensive income

     150        150        150   
  

 

 

   

 

 

   

 

 

 

Total stockholders’ (deficit) equity

     (3,082     26,656        69,365   
  

 

 

   

 

 

   

 

 

 

Total capitalization

   $ 26,656      $ 26,656      $ 69,365   
  

 

 

   

 

 

   

 

 

 

 

(Footnotes begin on next page)

 

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(1) Information in this column assumes an initial public offering price of $13.00 per share, the midpoint of the estimated price range set forth on the cover page of this preliminary prospectus, and where applicable is calculated after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Each $1.00 increase (decrease) in the assumed initial public offering price per share would increase (decrease) our pro forma as adjusted cash, additional paid-in capital, total stockholders’ equity and total capitalization by approximately $3.8 million (or by approximately $4.2 million if the underwriters exercise their option to purchase additional shares of common stock in full), in each case assuming that the number of shares of common stock sold by us, as set forth on the cover page of this preliminary prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Each 100,000 share increase (decrease) in the number of shares of common stock sold by us in this offering would increase (decrease) our pro forma as adjusted cash, additional paid-in capital, total stockholders’ equity and total capitalization by approximately $1.2 million, assuming an initial public offering price equal to the midpoint of the estimated price range set forth on the cover page of this preliminary prospectus and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. The pro forma as adjusted information appearing above is provided for illustrative purposes only and our actual consolidated cash and consolidated capitalization following this offering will be determined in part by the actual initial public offering price and number of shares sold by us and other terms of this offering. For information on how changes in the assumed initial public offering price per share result in changes in the total number of Exercise Shares necessary to effect the BHC Warrant Exercise on a cashless basis, see note (19) to the table under “Principal and Selling Stockholders” below.
(2) Excludes borrowings under our revolving credit facility, which were classified as short-term indebtedness. We had $27.9 million aggregate principal amount of borrowings under our credit facility outstanding as of March 31, 2012. Borrowings under our new credit facility, which we expect will become operative contemporaneously with the closing of this offering, are expected to be classified as long-term indebtedness.
(3) Accumulated deficit includes $36.6 million of stock-based compensation expense incurred in prior periods due to liability accounting. The stock compensation liability was reclassified to additional paid-in capital effective as of June 29, 2010, as a result of the termination of certain repurchase rights relating to stock and stock option awards issued under our equity incentive plans.

Information in the foregoing table as to the number of shares issued and outstanding excludes:

 

   

5,793,971 shares of our common stock issuable upon the exercise of options outstanding under our equity incentive plans as of March 31, 2012 at a weighted average exercise price of $5.31 per share (calculated on a pro forma basis by giving effect to the Selling Stockholder Option Exercise as if it had occurred as of March 31, 2012);

 

   

1,300,000 additional shares of our common stock that will be available for future awards under our 2012 Equity Incentive Plan, plus automatic annual increases in the number of shares of common stock available for future awards under that plan, as more fully described in “Executive Compensation—Equity Incentive Plans”;

 

   

400,000 additional shares of our common stock that will be available for future awards under our new Employee Stock Purchase Plan, plus automatic annual increases in the number of shares of common stock available for future awards under that plan, as more fully described in “Executive Compensation—Equity Incentive Plans”;

 

   

shares of our common stock issuable upon the exercise of the BHC warrants at an exercise price of $2.75 per share (subject to adjustment as provided in the BHC warrants), except to the extent that such pro forma as adjusted information gives effect to the issuance of common stock upon the cashless exercise of a portion of the BHC warrants in connection with this offering as described below. The number of shares of our common stock that will be issuable upon exercise of the BHC warrants immediately after this offering will be equal to the sum of (a) 329,811 shares of common stock, plus (b) the number of shares of common stock equal to 2% of the total number of shares of common stock of all classes issued by us (other than shares of common stock issued in this offering) during the period beginning on and including April 1, 2010 through and including the earlier of the day immediately prior to the closing date of this offering and June 30, 2012, calculated on a fully-diluted basis after giving effect to the exercise of all warrants (other than the BHC warrants), options and rights to acquire any shares of our common stock issued by us, and the conversion of any convertible securities issued by us, during that period, subject to specified exceptions, less (c) 156,000 shares of our common stock to be issued upon cashless exercise of a portion of the BHC warrants and sold by BHC in this offering, and less (d) a related reduction in the number of shares of common stock issuable upon exercise of the BHC warrants by 41,854 shares (the “Exercise Shares”) as consideration for such cashless exercise, assuming an initial public offering price of $13.00 per share, the midpoint of the estimated price range

 

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set forth on the cover page of this preliminary prospectus. However, because the number of Exercise Shares depends upon the initial public offering price per share in this offering, the actual number of Exercise Shares will likely differ from the number we have assumed for purposes of this preliminary prospectus. We currently estimate that approximately 32,813 additional shares of our common stock will be issuable upon exercise of the BHC warrants pursuant to clause (b) of the preceding sentence immediately after this offering. For information on how changes in the assumed initial public offering price per share result in changes in the total number of Exercise Shares, see note (19) to the table under “Principal and Selling Stockholders” below; and

 

   

up to 346,005 shares of common stock that may be issued upon the exercise of outstanding stock options owned by one of our stockholders at a weighted average exercise price of $0.80 per share and sold to the underwriters, and up to 359,000 shares of common stock that may be issued by us and sold to the underwriters, in each case if the underwriters exercise their option to purchase additional shares in connection with this offering.

 

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DILUTION

Dilution represents the difference between the initial public offering price per share set forth on the cover page of this prospectus and the net tangible book value per share of our common stock immediately after this offering. Net tangible book value per share represents the amount of our tangible assets less our liabilities, divided by the shares of our common stock outstanding. As of March 31, 2012, our net tangible book value was approximately ($3.1) million, or approximately ($0.25) per share of our outstanding common stock.

After giving effect to the ESOP Repurchase Right Termination, the BHC Warrant Amendment, the Selling Stockholder Option Exercise (including our receipt of payment of the exercise price of those options), the BHC Warrant Exercise, the sale of the shares of common stock in this offering at an assumed initial public offering price of $13.00 per share, the midpoint of the estimated price range set forth on the cover page of this preliminary prospectus, and our receipt of the estimated net proceeds from the shares of common stock sold by us in this offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, as if those transactions had occurred as of March 31, 2012, our pro forma as adjusted net tangible book value as of that date would have been approximately $ 69.4 million, or approximately $4.04 per share of our outstanding common stock. This represents an immediate increase in pro forma as adjusted net tangible book value of $4.29 per share to existing stockholders and an immediate dilution of $8.96 per share to new investors. The following table illustrates this dilution:

 

Assumed initial public offering price per share of common stock

     $ 13.00   

Net tangible book value per share of common stock as of March 31, 2012

   $ (0.25  

Net increase in net tangible book value per share of common stock attributable to the ESOP Repurchase Right Termination, the BHC Warrant Amendment, the Selling Stockholder Option Exercise, the BHC Warrant Exercise and this offering

     4.29     
  

 

 

   

Pro forma as adjusted net tangible book value per share of common stock after the ESOP Repurchase Right Termination, the BHC Warrant Amendment, the Selling Stockholder Option Exercise, the BHC Warrant Exercise and this offering

       4.04   
    

 

 

 

Pro forma as adjusted dilution per share of common stock to new investors in this offering

     $ 8.96   
    

 

 

 

If the underwriters exercise their option to purchase additional shares of common stock in full, the pro forma as adjusted net tangible book value per share of our common stock after this offering would be approximately $4.14 per share of common stock and the pro forma as adjusted dilution per share to new investors in this offering would be approximately $8.86 per share of common stock, in each case calculated as described above.

The information in the preceding table has been calculated using an assumed initial public offering price of $13.00 per share, which is the midpoint of the estimated price range set forth on the cover page of this preliminary prospectus. A $1.00 increase (decrease) in the assumed initial public offering price per share would increase (decrease) the pro forma as adjusted net tangible book value per share of common stock after this offering by approximately $0.22 per share and the pro forma as adjusted dilution per share of common stock to new investors in this offering by approximately $0.22 per share, in each case calculated as described above and assuming that the number of shares sold by us and the selling stockholders, as set forth on the cover page of this preliminary prospectus, remains the same. Likewise, the information in the preceding table has been calculated assuming that we and the selling stockholders sell the respective numbers of shares of common stock in this offering equal to the numbers of shares appearing on the cover page of this preliminary prospectus. A 100,000 share increase (decrease) in the number of shares of common stock that we sell in this offering would increase (decrease) the pro forma as adjusted net tangible book value per share of common stock after this offering by approximately $0.07 per share and increase (decrease) the pro forma as adjusted dilution per share of

 

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common stock to new investors in this offering by approximately $0.07 per share, in each case calculated as described above and assuming an initial public offering price per share equal to the midpoint of the estimated price range set forth on the cover page of this preliminary prospectus.

The following table summarizes, as of March 31, 2012, the total number of outstanding shares of common stock purchased from us, the total consideration paid to us and the average price per share paid to us by existing stockholders and by new investors purchasing shares of common stock from us in this offering, after giving effect to the Selling Stockholder Option Exercise (including our receipt of payment of the exercise price of those options), the BHC Warrant Exercise and sale of the common stock in this offering at an assumed initial public offering price of $13.00 per share, which is the midpoint of the estimated price range set forth on the cover page of this preliminary prospectus, as if those transactions had occurred as of March 31, 2012.

 

     Shares Purchased     Total Consideration     Average
Price

Per  Share
 
     Number      Percent     Amount      Percent    

Existing stockholders

     13,028,599         76.0   $ 4,200,441         7.3   $ 0.32   

New investors

     4,124,000         24.0        53,612,000         92.7      $ 13.00   
  

 

 

    

 

 

   

 

 

    

 

 

   

Total

     17,152,599         100.0   $ 57,812,441         100.0  
  

 

 

    

 

 

   

 

 

    

 

 

   

If the underwriters exercise their option to purchase additional shares of common stock in full, our existing stockholders would own 74.9% and our new investors would own 25.1% of the total number of shares of our common stock outstanding immediately after this offering, and our existing stockholders would have paid 7.1% of the total consideration at an average price of $0.33 per share and new investors would have paid 92.9% of the total consideration, in each case calculated as described above.

The information in the preceding table has been calculated where applicable using an assumed public offering price of $13.00 per share, which is the midpoint of the estimated price range set forth on the cover page of this preliminary prospectus. A $1.00 increase in the assumed initial public offering price per share would increase the consideration paid by new investors and in total by approximately $4.1 million and the percentage of total consideration paid by new investors by approximately 50 basis points, and would decrease the percentage of total consideration paid by existing stockholders by approximately 50 basis points, while a $1.00 decrease in the assumed initial public offering price per share would decrease the consideration paid by new investors and in total by approximately $4.1 million and the percentage of total consideration paid by new investors by approximately 60 basis points, and would increase the percentage of total consideration paid by existing stockholders by approximately 60 basis points, in each case calculated as described above and assuming that the number of shares sold by us and the selling stockholders, as set forth on the cover page of this preliminary prospectus, remains the same. Likewise, the information in the preceding table has been calculated assuming that we and the selling stockholders sell the respective numbers of shares of common stock in this offering equal to the numbers of shares appearing on the cover page of this preliminary prospectus. A 100,000 share increase or decrease in the number of shares of common stock that we sell in this offering would increase or decrease, respectively, the percentage of shares purchased by new investors by approximately 40 basis points, the amount of consideration paid by new investors and in total by approximately $1.3 million and the percentage of total consideration paid by new investors by approximately 20 basis points and would decrease or increase, respectively, the percentage of shares purchased by existing stockholders by approximately 40 basis points and the percentage of total consideration paid by existing stockholders by approximately 20 basis points, in each case calculated as described above and assuming an initial public offering price per share equal to the midpoint of the estimated price range set forth on the cover page of this preliminary prospectus.

The tables above exclude the following shares:

 

   

5,793,971 shares of our common stock issuable upon the exercise of options outstanding under our equity incentive plans as of March 31, 2012 at a weighted average exercise price of $5.31 per share

 

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(calculated on a pro forma basis by giving effect to the Selling Stockholder Option Exercise as if it had occurred as of March 31, 2012);

 

   

1,300,000 additional shares of our common stock that will be available for future awards under our 2012 Equity Incentive Plan, plus automatic annual increases in the number of shares of common stock available for future awards under that plan, as more fully described in “Executive Compensation—Equity Incentive Plans”;

 

   

400,000 additional shares of our common stock that will be available for future awards under our new Employee Stock Purchase Plan, plus automatic annual increases in the number of shares of common stock available for future awards under that plan, as more fully described in “Executive Compensation—Equity Incentive Plans”;

 

   

shares of our common stock issuable upon the exercise of the BHC warrants at an exercise price of $2.75 per share (subject to adjustment as provided in the BHC warrants), except to the extent that the information in such tables gives effect to the issuance of our common stock upon the cashless exercise of a portion of the BHC warrants in connection with this offering as described below. The number of shares of our common stock that will be issuable upon exercise of the BHC warrants immediately after this offering will be equal to the sum of (a) 329,811 shares of common stock, plus (b) the number of shares of common stock equal to 2% of the total number of shares of common stock of all classes issued by us (other than shares of common stock issued in this offering) during the period beginning on and including April 1, 2010 through and including the earlier of the day immediately prior to the closing date of this offering and June 30, 2012, calculated on a fully-diluted basis after giving effect to the exercise of all warrants (other than the BHC warrants), options and rights to acquire any shares of our common stock issued by us, and the conversion of any convertible securities issued by us, during that period, subject to specified exceptions, less (c) 156,000 shares of our common stock to be issued upon cashless exercise of a portion of the BHC warrants and sold by BHC in this offering, and less (d) a related reduction in the number of shares of common stock issuable upon exercise of the BHC warrants by 41,854 shares (the “Exercise Shares”) as consideration for such cashless exercise, assuming an initial public offering price of $13.00 per share, the midpoint of the estimated price range set forth on the cover page of this preliminary prospectus. However, because the number of Exercise Shares depends upon the initial public offering price per share in this offering, the actual number of Exercise Shares will likely differ from the number we have assumed for purposes of this preliminary prospectus. We currently estimate that approximately 32,813 additional shares of our common stock will be issuable upon exercise of the BHC warrants pursuant to clause (b) of the preceding sentence immediately after this offering. For information on how changes in the assumed initial public offering price per share result in changes in the total number of Exercise Shares, see note (19) to the table under “Principal and Selling Stockholders” below; and

 

   

up to 346,005 shares of common stock that may be issued upon the exercise of outstanding stock options owned by one of our stockholders at a weighted average exercise price of $0.80 per share and sold to the underwriters, and up to 359,000 shares of common stock that may be issued by us and sold to the underwriters, in each case if the underwriters exercise their option to purchase additional shares in connection with this offering.

To the extent that any of these options or BHC warrants are exercised, new options are issued under our equity incentive plans or we issue additional shares of common stock or warrants or convertible securities in the future, there will be (in the case of options and BHC warrants outstanding as of the date of this prospectus with an exercise price per share less than the initial public offering price per share set forth on the cover page of this prospectus) or may be further dilution to investors participating in this offering.

 

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SELECTED CONSOLIDATED FINANCIAL DATA

We derived the following selected consolidated statement of operations data and other financial and operating data (other than units sold) for the years ended December 31, 2009, 2010 and 2011 and the following selected consolidated balance sheet data as of December 31, 2010 and 2011 from our audited consolidated financial statements included elsewhere in this prospectus. We derived the following selected consolidated statement of operations data and other financial and operating data (other than units sold) for the years ended December 31, 2007 and 2008 and the following selected consolidated balance sheet data as of December 31, 2007, 2008 and 2009 from our audited consolidated financial statements, which financial statements are not included in this prospectus. We derived the following selected consolidated statement of operations data and other financial and operating data (other than units sold) for the three months ended March 31, 2011 and 2012 and the following selected consolidated balance sheet data as of March 31, 2012 from our unaudited interim consolidated financial statements included elsewhere in this prospectus, which unaudited interim consolidated financial statements have been prepared on the same basis as the audited financial statements included elsewhere in this prospectus and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly our financial condition and results of operations for those periods. Our results of operations and financial condition presented below do not purport to be indicative of our results of operations or financial condition as of any future date or for any future period. You should read the following information together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes appearing elsewhere in this prospectus.

 

     Year Ended December 31,     Three Months
Ended March 31,
 
     2007     2008     2009     2010     2011     2011     2012  
     (in thousands except per share amounts)  

Consolidated Statement of Operations Data:

              

Net revenues

   $ 379,718      $ 341,072      $ 325,633      $ 379,626      $ 455,240      $ 107,429      $ 132,554   

Cost of revenue(1)

     343,337        305,505        278,976        328,641        380,885        88,537        112,292   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     36,381        35,567        46,657        50,985        74,355        18,892        20,262   

Operating expenses:

              

Product development(1)

     1,736        87        13,514        8,047        7,171        1,459        2,218   

Sales and marketing(1)

     15,751        17,534        23,780        21,942        30,552        6,592        8,815   

General and administrative(1)

     11,039        4,668        20,201        14,113        13,077        3,147        4,404   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     28,526        22,289        57,495        44,102        50,800        11,198        15,437   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from operations

     7,855        13,278        (10,838     6,883        23,555        7,694        4,825   

Interest expense, net

     (3,267     (2,543     (1,730     (1,163     (773     (181     (387

Loss on revaluation of common stock warrants

     —          —          (1,722     (435     (679     (532     (531

Other income (expense), net

     70        (90     310        (171     76        41        60   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before income taxes

     4,658        10,645        (13,980     5,114        22,179        7,022        3,967   

Income tax expense (benefit)

     67        (557     (5,290     15,314        2,822        2,159        885   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ 4,591      $ 11,202      $ (8,690   $ (10,200   $ 19,357      $ 4,863      $ 3,082   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) per share:

              

Basic

   $ 0.39      $ 0.94      $ (0.71   $ (0.84   $ 1.59      $ 0.40      $ 0.25   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

   $ 0.01      $ (0.14   $ (0.71   $ (0.84   $ 1.26      $ 0.26      $ 0.20   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares used in computing net income (loss) per share:

              

Basic

     11,698        11,928        12,250        12,206        12,183        12,172        12,242   

Diluted

     15,955        15,115        12,250        12,206        15,368        18,476        15,689   

 

(Footnote appears on next page)

 

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(1) Includes stock-based compensation (benefit) expense as follows:

 

     Year Ended December 31,      Three Months
Ended March 31,
 
     2007     2008     2009      2010     2011      2011      2012  
     (in thousands)  

Cost of revenue

   $ (476   $ (1,674   $ 448       $ 909      $ 171       $ 34       $ 83   

Product development

     (1,672     (4,353     8,389         2,480        368         94         138   

Sales and marketing

     (398     (1,389     7,878         1,631        942         257         265   

General and administrative

     (1,984     (5,407     11,289         3,272        1,226         279         357   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Total

   $ (4,530 )     $   (12,823   $ 28,004       $  8,292      $  2,707       $ 664       $ 843   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

 

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    Year Ended December 31,     Three Months
Ended March 31,
 
    2007     2008     2009     2010     2011     2011     2012  
    (dollars and units in thousands)  

Other Financial and Operating Data:

             

Adjusted EBIT(1)

  $ 3,325      $ 455      $ 17,166      $ 15,175      $ 26,262      $ 8,358      $ 5,668   

Adjusted net income (loss)(1)

  $ 61      $ (1,621   $ 7,022      $ 9,610      $ 16,657      $ 5,516      $ 3,925   

Net revenues:

             

High-performance memory components

  $ 362,419      $ 295,755      $ 243,124      $ 252,961      $ 235,395      $ 64,426      $ 64,574   

Gaming components and peripherals

    17,299        45,317        82,509        126,665        219,845        43,003        67,980   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ 379,718      $ 341,072      $ 325,633      $ 379,626      $ 455,240      $ 107,429      $ 132,554   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit:(2)

             

High-performance memory components

  $ —        $ —        $ 30,167      $ 25,470      $ 32,885      $ 10,415      $ 9,498   

Gaming components and peripherals

    —          —          16,490        25,515        41,470        8,477        10,764   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ 36,381      $ 35,567      $ 46,657      $ 50,985      $ 74,355      $ 18,892      $ 20,262   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross margin:(2)(3)

             

High-performance memory components

    —  %        —  %        12.4%        10.1%        14.0%        16.2%        14.7%   

Gaming components and peripherals

    —  %        —  %        20.0%        20.1%        18.9%        19.7%        15.8%   

Total

    9.6%        10.4%        14.3%        13.4%        16.3%        17.6%        15.3%   

Total units sold

    9,314        10,700        9,083        7,914        12,330        2,683        3,546   

 

(1) We present adjusted earnings before interest and taxes, or EBIT, and adjusted net income (loss) in this prospectus to provide investors with supplemental measures of our operating performance. Adjusted EBIT and adjusted net income (loss) are non-GAAP financial measures. We define adjusted EBIT as net income (loss) less other income (expense), net, plus interest expense, net, gain (loss) on revaluation of common stock warrants, income tax expense (benefit) and stock-based compensation (benefit) expense. We define adjusted net income (loss) as net income (loss) plus tax-adjusted stock-based compensation (benefit) expense.

 

   We believe that adjusted EBIT and adjusted net income (loss) assist our board of directors, management and investors in comparing our operating performance from period to period on a consistent basis because, in the case of adjusted EBIT, it removes the impact of stock-based compensation (benefit) expense (which is a non-cash item and, prior to June 29, 2010, varied substantially from period to period due to our use of liability accounting), gain (loss) on revaluation of our outstanding common stock warrants (which is a non-cash item), other income (expense), net (which consists of items, such as foreign currency gain or loss and income from scrap sales, that we do not consider indicative of our operating performance) and variations in our capital structure (affecting interest expense, net) and tax position (such as the impact of changes in effective tax rates) and because, in the case of adjusted net income (loss), it removes the impact of tax-adjusted stock-based compensation (benefit) expense. We have excluded stock-based compensation (benefit) expense from adjusted EBIT and tax-adjusted stock-based compensation (benefit) expense from adjusted net income (loss) because our management believes that operating metrics that exclude stock-based compensation (benefit) expense provide a more direct view of our operating results (especially because of the variability in stock-based compensation (benefit) expense that, until June 29, 2010, was caused by our use of liability accounting) and therefore uses metrics that exclude stock-based compensation (benefit) expense in managing our business. In addition, the stock and stock option repurchase rights that required us to use liability accounting were terminated on June 29, 2010, stock compensation liability was reclassified to stockholders’ equity (deficit) in our consolidated balance sheet, effective as of June 29, 2010, and these stock and stock option awards are no longer subject to remeasurement for each reporting period. Moreover, in light of the public market for our common stock that will exist after this offering, we do not plan to continue our past practice of repurchasing shares issued under our equity incentive plans within six months of option exercise, except as may be required under our ESOP. We therefore believe that eliminating stock-based compensation (benefit) expense is appropriate to present our historical financial data in a manner that is consistent with both the way in which our management evaluates our results of operations and our intended operations as a public company following this offering. We also use adjusted EBIT as a performance measure in determining management bonuses. The use of adjusted EBIT and adjusted net income (loss) have limitations and you should not consider these performance measures in isolation from or as an alternative to GAAP measures such as net income (loss). For further information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Performance Measures.”

(Footnote continued on next page)

 

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(1) (cont.) The following table provides a reconciliation of adjusted EBIT to net income (loss), the most directly comparable GAAP financial measure, for the following periods:

 

     Year Ended December 31,     Three Months
Ended March 31,
 
     2007     2008     2009     2010     2011     2011     2012  
     (in thousands)  

Net income (loss)

   $ 4,591      $ 11,202      $ (8,690   $ (10,200   $ 19,357      $ 4,863      $ 3,082   

Less: other income (expense), net

     70        (90     310        (171     76        41        60   

Plus:

              

Interest expense, net

     3,267        2,543        1,730        1,163        679        181        387   

(Gain) loss on revaluation of common stock warrants

     —          —          1,722        435        773        532        531   

Income tax expense (benefit)

     67        (557     (5,290     15,314        2,822        2,159        885   

Stock-based compensation (benefit) expense

     (4,530     (12,823     28,004         8,292        2,707        664        843   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBIT

   $    3,325      $    455      $ 17,166      $ 15,175      $ 26,262      $ 8,358      $ 5,668   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

   The following table provides a reconciliation of adjusted net income (loss) to net income (loss), the most directly comparable GAAP financial measure, for the following periods. The tax adjustment in the following table reflects the increase in income tax expense or decrease in income tax benefit, as the case may be, that would have been reflected in our consolidated statement of operations for the applicable period if stock-based compensation (benefit) expense was not deducted or added, as the case may be, in computing net income (loss). We revised our valuation allowance in 2009 and again in 2010. In 2011, we reversed $8.2 million of our valuation allowance as a result of the exercise of stock options, generating total tax deductions of $22.9 million and creating tax losses for U.S. federal income tax purposes. The tax losses may be carried back to 2009, which will enable us to recover certain U.S. federal income taxes previously paid. During 2011, we also increased our valuation allowance by $0.9 million against stock-based compensation expense timing differences recognized during 2011, and we recorded a valuation allowance of $5.6 million against our remaining federal and state deferred tax assets, when we concluded it is more likely than not that we will not be able to realize these assets. In assessing the realizability of deferred tax assets, we considered the cumulative results of operations for our U.S. entities for the three years ended December 31, 2011, which showed a cumulative net loss, lack of ability to carry back any further losses to prior years, our California “Water’s Edge” tax election in 2011, which reduced our ability to realize these deferred tax assets in 2011 and future periods, and other negative evidence.

 

     Year Ended December 31,     Three Months
Ended March 31,
 
     2007     2008     2009     2010     2011     2011     2012  
     (in thousands)  

Net income (loss)

   $   4,591      $ 11,202      $ (8,690   $   (10,200   $ 19,357      $ 4,863      $ 3,082   

Plus stock-based compensation (benefit) expense

     (4,530       (12,823     28,004        8,292        2,707        664        843   

Less tax adjustment

     —          —          12,292        (11,518     5,407        11        —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted net income (loss)

   $ 61      $ (1,621   $ 7,022      $ 9,610      $ 16,657      $ 5,516      $ 3,925   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(2) Our business has two operating segments: high-performance memory components and gaming components and peripherals. Prior to 2009, we evaluated the performance of our two operating segments based on net revenues; accordingly, information relating to cost of revenue and gross profit for each operating segment is not available for periods prior to 2009. Starting in 2009, we began evaluating the performance of our two operating segments based on cost of revenue and gross profit, in addition to net revenues.
(3) Gross margin is gross profit as a percentage of net revenues.

 

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     As of December 31,     As of
March  31,
 
     2007     2008     2009     2010      2011     2012  
     (in thousands)  

Consolidated Balance Sheet Data:

             

Cash

   $ 1,095      $ 648      $ 1,367      $ 1,056       $ 2,509      $ 1,582   

Total assets

   $ 85,192      $ 61,924      $ 100,637      $ 91,499       $ 140,964      $ 126,830   

Short-term debt and current portion of long-term debt and capital lease obligations

   $ 34,038      $ 23,421      $ 25,986      $ 12,048       $ 19,088      $ 27,931   

Long-term debt and capital lease obligations (less current portion)

   $ 1,417      $ 400      $ —        $ —         $ —        $ —     

Treasury stock

   $ —        $ —        $ —        $ —         $ (23,697   $ (24,825

Redeemable ESOP shares

   $ 7,129      $ 3,049      $ 14,298      $ 16,806       $ 22,678      $ 26,198   

Total stockholders’ equity (deficit)

   $ (21,562   $ (5,616   $ (25,106   $ 1,473       $ (3,946   $ (3,082

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those expressed or implied by those forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those identified below and those discussed in the section entitled “Risk Factors” included elsewhere in this prospectus.

We are a leading designer and supplier of high-performance hardware components for PCs, with our primary focus on gaming hardware. Our products are purchased primarily by PC gaming enthusiasts who build or upgrade their own high-performance computer systems or buy pre-assembled systems in order to achieve the processing speeds and graphics capabilities necessary to fully experience leading edge computer games. We believe that our Corsair and Vengeance brands are leading brands among PC gaming enthusiasts, reflecting our superior product performance, design and reliability. Starting in 2006, we have introduced new gaming components and brands to strengthen our leadership position and reinforce our overall brand image within our market and broaden our reach to the mainstream PC gaming audience. We have a global and scalable operations infrastructure with extensive marketing and distribution channel relationships with distributors and retailers in Europe, the Americas and the Asia Pacific region that enables us to cost effectively and quickly bring new product lines to market.

We have achieved five straight years of positive adjusted EBIT, which we define as net income (loss) less other income (expense), net, plus interest expense, net, gain (loss) on revaluation of common stock warrants, income tax expense (benefit) and stock-based compensation (benefit) expense. However, we had positive net income in only three of those five years. Our gross profit for the years ended December 31, 2009, 2010 and 2011 was $46.7 million, $51.0 million and $74.4 million, respectively and our net income (loss) for those years was net loss of $8.7 million, net loss of $10.2 million and net income of $19.4 million, respectively. For the three months ended March 31, 2011 and 2012, our gross profit was $18.9 million and $20.3 million, respectively, and our net income (loss) was net income of $4.9 million and $3.1 million, respectively. In 2011, we generated net revenues of $455.2 million, gross profit of $74.4 million and adjusted EBIT of $26.3 million. For the three months ended March 31, 2012, we generated net revenues of $132.6 million, gross profit of $20.3 million and adjusted EBIT of $5.7 million. Adjusted EBIT is a non-GAAP financial measure that we include in this prospectus to provide investors with a supplemental measure of our operating performance. See “Selected Consolidated Financial Data” above and “—Key Performance Measures” below for an explanation of how we compute adjusted EBIT and for a reconciliation to net income (loss), the most directly comparable GAAP financial measure.

Our business has two operating segments:

 

   

high-performance memory components, which includes DRAM modules and high capacity USB flash drives; and

 

   

gaming components and peripherals, which includes power supply units, solid-state drives, cooling systems, computer cases, gaming keyboards and mice, gaming headsets and speakers and, beginning in 2012, accessories.

Over the last several years, we have expanded our product portfolio beyond DRAM modules and leveraged our recognized brand in the markets for high-performance PC gaming components to help grow our business. We introduced power supply units in 2006, and launched solid-state drives, computer cases and a new line of cooling system products in the second quarter of 2009, our first audio product in the third quarter of 2010 and our first

 

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gaming keyboards and mice in the third quarter of 2011. As a result, net revenues of our gaming components and peripherals segment grew from $17.3 million, or 4.6% of consolidated net revenues, in 2007 to $219.8 million, or 48.3% of consolidated net revenues, in 2011 and from $43.0 million, or 40.0% of consolidated net revenues, for the three months ended March 31, 2011 to $68.0 million, or 51.3% of consolidated net revenues, for the three months ended March 31, 2012.

Our net revenues by segment for the following periods, expressed both in dollars and as a percentage of total net revenues, are shown below:

 

    Year Ended December 31,     Three Months Ended March 31,  
    2009     2010     2011     2011     2012  
    (dollars in thousands)  

High-performance memory components

  $ 243,124        74.7   $ 252,961        66.6   $ 235,395        51.7   $ 64,426        60.0   $ 64,574        48.7

Gaming components and peripherals

    82,509        25.3        126,665        33.4        219,845        48.3        43,003        40.0        67,980        51.3   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ 325,633        100.0   $ 379,626        100.0   $ 455,240        100.0   $ 107,429        100.0   $ 132,554        100.0
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Our gaming components and peripherals segment generally has a higher gross margin than our high-performance memory components segment. The continued growth in net revenues of our gaming components and peripherals segment was the primary driver for an increase in our gross profit from $46.7 million, or 14.3% of consolidated net revenues, in 2009 to $74.4 million, or 16.3% of consolidated net revenues, in 2011 and from $18.9 million, or 17.6% of consolidated net revenues, for the three months ended March 31, 2011 to $20.3 million, or 15.3% of consolidated net revenues, for the three months ended March 31, 2012. Gross profit in 2011 was also favorably impacted by a significant improvement in our gross margin from sales of high-performance memory components in 2011 compared to 2010, which offset the impact of reduced net revenues from these products in 2011 compared to 2010. For the three months ended March 31, 2012 compared to the three months ended March 31, 2011, gross margins declined for both of our segments. For our high-performance memory components segment, average selling prices were lower in the three months ended March 31, 2012 as compared to the three months ended March 31, 2011, which adversely impacted gross margins. Gross margins for our gaming components and peripherals segment were lower in the three months ended March 31, 2012 compared to the three months ended March 31, 2011, due to changes in product mix, with strong growth in sales of solid-state drives, which generally have lower gross margins than other products in this segment.

Our gross profit and gross margin, which we define as gross profit as a percentage of net revenues, by segment are shown below:

 

    Year Ended December 31,     Three Months Ended March 31,  
    2009     2010     2011     2011     2012  
    Gross
Profit
    Gross
Margin
    Gross
Profit
    Gross
Margin
    Gross
Profit
    Gross
Margin
    Gross
Profit
    Gross
Margin
    Gross
Profit
    Gross
Margin
 
    (dollars in thousands)  

High-performance memory components

  $ 30,167        12.4   $ 25,470        10.1   $ 32,885        14.0   $ 10,415        16.2   $ 9,498        14.7

Gaming components and peripherals

    16,490        20.0     25,515        20.1     41,470        18.9     8,477        19.7     10,764        15.8
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

   

Total

  $ 46,657        14.3   $ 50,985        13.4   $ 74,355        16.3   $ 18,892        17.6   $ 20,262        15.3
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

   

We are a global company with operations in Hong Kong, the Netherlands, Taiwan and the United States and sales offices or sales personnel or representatives, as of March 31, 2012, in the United States, Brazil, China, France, Germany, India, Italy, Japan, Mexico, the Netherlands, Poland, Russia, Switzerland, Taiwan, Turkey and the United Kingdom. Our products are sold in more than 60 countries around the world, through online as well as

 

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brick-and-mortar retailers. Our net revenues by geographic area for the following periods, expressed both in dollars and as a percentage of total net revenues, are shown below:

 

    Year Ended December 31,     Three Months Ended March 31,  
    2009     2010     2011     2011     2012  
   

(dollars in thousands)

 

Europe

  $ 169,928        52.2   $ 193,032        50.9   $ 234,599        51.5   $ 55,570        51.7   $ 64,493        48.7

Americas

    114,265        35.1        134,045        35.3        158,656        34.9        37,389        34.8        49,612        37.4   

Asia Pacific

    41,440        12.7        52,549        13.8        61,985        13.6        14,470        13.5        18,449        13.9   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ 325,633        100.0   $ 379,626        100.0   $ 455,240        100.0   $ 107,429        100.0   $ 132,554        100.0
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Factors Affecting Our Business

Our results of operations and financial condition are affected by numerous factors, including those described above under “Risk Factors” and elsewhere in this prospectus and those described below.

DRAM IC and NAND Flash Memory IC Pricing. DRAM ICs account for most of the cost of producing our DRAM modules, and NAND flash memory ICs account for most of the cost of producing our USB flash drives and solid-state drives. Prices of DRAM ICs and, to a lesser extent, NAND flash memory ICs are volatile and subject to substantial fluctuations, which can have a material effect on both the selling prices of our DRAM modules and, to a lesser extent, our USB flash drives and solid-state drives and, because a significant portion of our net revenues are generated by sales of these products, our total net revenues. However in the past, fluctuations in market prices of these ICs have generally had a less pronounced impact on our gross margins than on our net revenues, because selling prices of our DRAM modules and, to a lesser extent, USB flash drives and solid-state drives, have tended to rise or fall with the prices of the applicable ICs. Nonetheless, because we carry inventories of DRAM ICs and NAND flash memory ICs, as well as DRAM modules, USB flash drives and solid state-drives, at our facility in Taiwan, as well as inventories of these products at our shipping hubs, fluctuations in the market price of these ICs can have an effect on our gross margins. For example, if prices of DRAM ICs, NAND flash memory ICs and their related products increase, this has in the past tended to have a positive short-term impact on gross margins of our DRAM modules and, to a lesser extent, our USB flash drives and solid-state drives (reflecting the relatively lower cost of these products held in our inventory), while declines in prices of these ICs and their related products have tended to have a negative short-term impact on gross margins of our DRAM modules and, to a lesser extent, our USB flash drives and solid-state drives (reflecting the relatively higher cost of these products held in our inventory). Likewise, selling prices of our DRAM modules, USB flash drives and solid-state drives, on the one hand, and market prices of DRAM ICs and NAND flash memory ICs, on the other hand, may rise or fall at different rates, which may also affect our gross margins. As a result, our net revenues, gross profit and gross margins may vary materially from quarter to quarter due to changes in prices of DRAM ICs or NAND flash memory ICs.

In addition, we understand that Elpida Memory, Inc., or Elpida, a Japanese corporation and a manufacturer of DRAM ICs, commenced reorganization proceedings under Japanese insolvency laws in late February 2012. This resulted in an increase in the market prices of DRAM ICs. However, we have generally been able to raise the selling prices of our DRAM modules in response to the increase in market prices of DRAM ICs resulting from the announcement of Elpida’s reorganization proceedings. As a result, while the increase in those prices has increased our expenses, it has not to date had a material adverse effect on our gross margins. Nonetheless, we cannot assure you that Elpida’s reorganization will not have a material adverse effect on our gross margins or other operating results in the future.

We use DRAM ICs produced by Elpida and a number of other manufacturers in our DRAM modules and we purchase those DRAM ICs from third party distributors and, to a lesser extent, directly from certain of those manufacturers. According to market share data for DRAM IC manufacturers appearing on the website of IHS iSuppli, a market research firm, Elpida had an approximately 11.9% share of the worldwide DRAM IC market

 

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for the fourth quarter of 2011, compared to approximately 43.2% for Samsung, approximately 23.7% for Hynix, approximately 12.1% for Micron Technology and approximately 3.5% for Nanya, in each case for the same period. Over the last several years, we have purchased significant quantities of DRAM ICs manufactured by Elpida. For example, for the years ended December 31, 2009, 2010 and 2011, DRAM ICs produced by Elpida accounted for between approximately 37.9% and 41.7% of our total annual purchases of DRAM ICs. We have continued to purchase Elpida DRAM ICs from third party distributors subsequent to the commencement of Elpida’s reorganization proceedings. However, should we be unable to procure Elpida DRAM ICs, we believe that we would be able to meet our needs by purchasing DRAM ICs produced by other manufacturers, although we cannot assure you that this will be the case. Nonetheless, there are a limited number of companies capable of producing the high speed DRAM ICs required for our high-performance DRAM modules, and any inability to procure the requisite quantities and quality of DRAM ICs, whether due to Elpida’s reorganization or otherwise, could reduce our production of DRAM modules and have an adverse effect, which could be material, on our net revenues, cash flows, expenses and other operating results. See “Risk Factors—Risks Related to Our Business—Integrated circuits account for most of the cost of producing our DRAM modules, USB flash drives, and solid-state drives and fluctuations in the market price of integrated circuits may have a material impact on our net revenues and gross profit” and “Risk Factors—Risks Related to Our Business—We do not own any manufacturing facilities, we have no guaranteed sources of supply of products or components, and we depend upon a small number of manufacturers, many of which are single-source suppliers, to supply our products, which may result in product or component shortages, delayed deliveries and quality control problems—Risks related to product and component shortages.”

Impact of Product Mix. Our gaming components and peripherals segment generally has a higher gross margin than our high-performance memory components segment. As a result, our consolidated gross margin is affected by changes in product mix. One of our strategies is to increase the percentage of our net revenues generated by higher margin, higher value added gaming components and peripherals.

Within our gaming components and peripherals segment, gross margins vary between products and significant shifts in product mix within that segment may also significantly impact our consolidated gross margin. See “Risk Factors—Risks Related to Our Business—Our gross profit and gross margin can vary significantly depending on changes in product mix, fluctuations in the market price of DRAM ICs and NAND flash memory ICs and other factors, many of which are beyond our control.” For example, gross margins for our gaming components and peripherals segment were lower in the three months ended March 31, 2012 compared to the three months ended March 31, 2011 due to strong growth in sales of solid-state drives, which generally have lower gross margins than our other products in this segment.

Introduction of New High-Performance Computing Hardware and Sophisticated PC Games. We believe that the introduction of more powerful CPUs, graphics cards and similar computer hardware that place increased demands on other system components, such as memory, power supply or cooling, has a significant effect on the demand for our products. In addition, we believe that our business depends on the introduction and success of computer games with sophisticated graphics that place increasing demands on system processing speed and capacity and therefore require more powerful CPUs or graphics cards, which in turn drives demand for our high-performance DRAM modules, power supply units, cooling systems and other components and peripherals. As a result, our operating results may be materially affected by the rate at which computer hardware companies introduce new and enhanced CPUs, graphics cards and other products, the 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 accepted by consumers. In addition, we must continually introduce new products that are compatible with these new technologies and time those introductions to coincide with the release of new PC hardware and computer gaming software.

Seasonal Sales Trends. We have experienced and expect to continue to experience seasonal fluctuations in sales due to the spending patterns of our customers. Our total unit shipments have generally been lowest in the first and second calendar quarters due to lower sales following the fourth quarter holiday season and because of

 

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the decline in sales that typically occurs in anticipation of the introduction of new or enhanced CPUs, graphics cards and other computer hardware products, which usually takes place in the second calendar quarter and which tends to drive sales in the following two quarters. As a consequence of seasonality, our total unit shipments for the second calendar quarter are generally the lowest of the year, followed by total unit shipments for the first calendar quarter, although the effect of these lower quarterly unit volumes on our consolidated net revenues may be masked by changes in average selling prices of our products. We expect these seasonality trends to continue.

Growth Opportunities in the Asia Pacific Region. We believe our operating results may be favorably impacted as consumer spending in the Asia Pacific region on PC gaming hardware increases with growth in disposable income.

Fluctuations in currency exchange rates. We are subject to inherent risks attributed to operating in a global economy. Our international sales and our operations in foreign countries subject us to risks associated with fluctuating currency exchange rates. Because sales of our products are denominated primarily in U.S. dollars, an increase in the value of the U.S. dollar relative to the currency used in the countries where our products are sold may result in an increase in the price of our products in those countries, which may lead to a reduction in sales. Likewise, because we pay our suppliers and third-party manufacturers, most of which are located outside of the United States, primarily in U.S. dollars, any decline in the value of the U.S. dollar relative to the applicable local currency may cause our suppliers and manufacturers to raise the prices they charge us. In addition, we generally pay our employees located outside the United States in the local currency (with a significant portion of those payments in 2010, 2011 and the three months ended March 31, 2012 having been made in Taiwan dollars), and, as a result of our foreign sales and operations, we have other expenses, assets and liabilities that are denominated in foreign currencies.

Stock-Based Compensation. Stock-based compensation (benefit) expense can have a material impact on our operating results. For example, we experienced net losses (computed in accordance with GAAP) of $8.7 million, and $10.2 million in 2009 and 2010, respectively. Those losses were due to a variety of factors, particularly significant stock-based compensation expense resulting in large part from increases in the estimated fair value of our common stock. Our stock-based compensation expense was $28.0 million and $8.3 million in 2009 and 2010, respectively. On the other hand, we had net income (computed in accordance with GAAP) of $4.6 million, $11.2 million, $19.4 million, $4.9 million and $3.1 million in 2007, 2008, 2011 and the three months ended March 31, 2011 and 2012, respectively. The difference in these net income results was due to a variety of factors, in particular, for 2007 and 2008, the significant stock-based compensation benefit in these years resulting in large part from decreases in the estimated fair value of our common stock and, following our termination of liability accounting on June 29, 2010 as described below, a limited amount of stock-based compensation expense for 2011 and the three months ended March 31, 2011 and 2012. Our stock-based compensation benefit was $4.5 million and $12.8 million in 2007 and 2008, respectively, and stock-based compensation expense was $2.7 million, $0.7 million and $0.8 million for 2011 and the three months ended March 31, 2011 and 2012, respectively. Prior to June 29, 2010, a significant number of our outstanding employee stock and stock option awards were subject to repurchase rights that, combined with our past practice of repurchasing shares issued under our equity incentive plans within six months of option exercise, required us to use liability accounting for those awards and, as a result, an increase in the estimated fair value of our common stock (as determined for accounting purposes) resulted in stock-based compensation expense attributable to those awards while a decrease in the estimated fair value of our common stock (as determined for accounting purposes) resulted in stock-based compensation benefit attributable to those awards. However, these stock and stock option repurchase rights were terminated on June 29, 2010, and, as a result, from June 29, 2010, stock and stock option awards are no longer subject to remeasurement for each reporting period, and stock-based compensation expense has therefore become more predictable and less subject to wide variation.

Effect of European Financial Uncertainty. For 2009, 2010, 2011 and the three months ended March 31, 2011 and 2012, we generated 52.2%, 50.9%, 51.5%, 51.7% and 48.7%, respectively, of our total net revenues from sales in Europe. As a result, our consolidated results of operations are particularly susceptible to downturns

 

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in economic conditions in Europe. In that regard, the ongoing financial uncertainty in Europe (including concerns that certain European countries may default on payments due on their national debt) and the resulting economic uncertainty and changes in the value of the Euro and British pound compared to the U.S. dollar have affected our sales in Europe. In particular, because sales of our products are denominated primarily in U.S. dollars, the changes in the values of the Euro and British pound have in the past resulted and may in the future result in changes to the local currency selling prices of, and therefore demand for, our products in Europe. In addition, we believe ongoing weakness in sectors of the European economy contributed to slower growth in our revenue in Europe as compared to other geographic regions in the three months ended March 31, 2012.

Financial Operations Overview

Net Revenues

We generate substantially all of our revenues from sales of DRAM modules, USB flash drives, power supply units, solid-state drives, cooling systems, computer cases, gaming peripherals and accessories to distributors and retailers. Average selling prices of our products, particularly our DRAM modules and, to a lesser extent, our solid-state drives and USB flash drives, can fluctuate significantly independently of total unit shipments, which can lead to significant variations in our net revenues and gross profit. We present our net revenues as revenues less returns, rebates, discounts and other financial incentives to customers. Although we sell our products to a broad range of distributors and retailers, we have one customer, Newegg.com, that accounted for approximately 11.1%, 11.3%, 11.0%, 11.1% and 10.8%, respectively, of our consolidated net revenues in 2009, 2010 and 2011 and for the three months ended March 31, 2011 and 2012, respectively, and our top ten customers accounted for approximately 42.7%, 43.1%, 39.8%, 41.2% and 41.7% of our consolidated net revenues during the same periods, respectively.

We provide a variety of rebates to both our customers and end-users of our products, including instant rebates, volume incentive rebates and mail-in rebates. We treat these rebates, which can vary greatly depending on market and competitive conditions, as pricing mechanisms and larger rebates during some periods are not necessarily an indication of weaker markets and do not necessarily lead to lower gross margins. For example, the greater use of mail-in rebates as a pricing mechanism in 2011 compared with 2010 did not adversely impact our gross margin in 2011 compared to 2010. In addition, we also have contractual agreements and cooperative marketing, promotional and other arrangements that provide rebates and other financial incentives to our customers. To a limited extent, we also offer financial incentives related to customer inventory of specific products. The aggregate amount of charges incurred as a result of all of these rebates and other incentives was $18.1 million, $15.3 million, $21.6 million, $4.9 million and $5.8 million in 2009, 2010, 2011, and the three months ended March 31, 2011 and 2012, respectively. These charges were offsets to our gross revenues.

Cost of Revenue

The most significant components of cost of revenue are materials (primarily amounts paid to third parties who manufacture and supply our DRAM modules and other products), inbound and internal freight, manufacturing, supply chain and warehousing personnel costs, including stock-based compensation (benefit) expense, and assembly and warehousing facility costs.

Gross Profit

In general, products in our gaming components and peripherals segment generally have higher gross margins than products in our high-performance memory components segment. In addition, rapidly changing IC prices can affect the average selling prices of our DRAM modules, USB flash drives and solid-state drives, which in turn affect our net revenues, gross profit and gross margin, primarily in our high-performance memory components segment. A significant element of our strategy is to increase the percentage of our total net revenues generated by our higher margin gaming components and peripherals segment.

 

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Operating Expenses

We classify our operating expenses into three categories: product development, sales and marketing, and general and administrative. Our operating expenses consist primarily of personnel costs and, to a lesser extent, professional fees and rent. Personnel costs for each category of operating expenses generally include salaries, profit sharing, bonuses, commissions, stock-based compensation (benefit) expense and employee benefit costs.

Product Development. Product development expenses 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 involved with product design, definition, compatibility testing and qualification. We believe that continued innovation is critical to attaining our strategic objectives and, as a result, we expect product development expenses to increase in future periods.

Sales and Marketing. Sales and marketing expenses consist primarily of personnel costs, including commissions and benefits, costs related to advertising and marketing, outgoing freight, travel, other support costs, including utilities, insurance, allocations for facilities and information technology services, and professional fees. We expect sales and marketing expenses to increase as we hire additional sales and marketing personnel to support our growth strategy.

General and Administrative. General and administrative expenses consist primarily of personnel costs of our executive, finance and administrative personnel, accounting, legal and professional services fees, allowances for bad debts, travel, allocations for facilities and information technology services and other corporate expenses. We expect general and administrative expenses to increase as we continue to invest in corporate infrastructure and incur additional expenses associated with being a public company, including increased legal and accounting costs, investor relations costs, insurance premiums and compliance costs associated with the Sarbanes-Oxley Act and the Dodd-Frank Act.

Interest Expense, Net

Interest expense, net consists of our payments on borrowings under our revolving credit facility, other indebtedness and capital leases, less interest received on our cash.

Other Income (Expense), Net

Other income (expense), net consists of foreign currency gain or loss and scrap sales.

Critical Accounting Policies

In presenting our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, we are required to make estimates and assumptions that affect the amounts of assets and liabilities reported, disclosure about contingent assets and liabilities, and reported amounts of sales and expenses.

Some of the estimates and assumptions we are required to make relate to matters that are inherently uncertain as they pertain to future events. We base these estimates and assumptions on historical experience or on various other factors that we believe to be reasonable and appropriate under the circumstances. On an ongoing basis, we reconsider and evaluate our estimates and assumptions. Actual results may differ significantly from these estimates.

We believe that the critical accounting policies listed below involve our more significant judgments, assumptions and estimates and, therefore, could have the greatest potential impact on our consolidated financial statements. In addition, we believe that a discussion of these policies is necessary to understand and evaluate the consolidated financial statements contained in this prospectus.

 

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For further information on our critical and other significant accounting policies, see note 2 to our consolidated financial statements, which are included elsewhere in this prospectus.

Revenue Recognition

Our products are sold through a network of distributors and retailers. We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred, title has transferred, the price becomes fixed and determinable and collectability is reasonably assured. Evidence of an arrangement exists when there is a customer contract or a standard customer purchase order. We consider delivery complete when title and risk of loss transfer to the customer (defined as a retailer or distributor), which is generally upon shipment, but no later than physical receipt by the customer. Our revenue recognition policies are consistent worldwide.

We offer limited return rights and customer incentive programs. These include special pricing arrangements, promotions, rebates and volume-based incentives. Rights of return vary by customer, and range from the right to return defective products to limited stock rotation rights allowing the exchange of a percentage of the customer’s quarterly purchases. We reduce revenue recorded upon shipment by actual returns, rebates and incentives occurring during each period. We also reduce revenue by estimated future returns, rebates and incentives, which reductions increase our reserve for rebates and other incentives and our reserve for sales returns allowances. These reserves are reduced upon issuance of credit memos for actual returns, rebates and incentives as they are issued to customers in subsequent periods. Therefore, in computing the net revenues that are reported in our statement of operations, gross revenue is reduced by actual returns, rebates and other incentives during each period; estimated future returns, rebates and other incentives; and adjustments to the opening balances in the reserve accounts for differences between estimates and actual experience.

Our estimates of future returns, rebates and incentives are based on negotiated terms and consideration of historical experience. We believe that our new product categories do not differ materially in terms of product returns from our older product categories. Rebates, incentives and other pricing programs are generally product and customer specific and last for a short duration.

Estimates made by us may differ from actual returns and sales allowances. These differences may materially impact reported net revenues and amounts ultimately collected on accounts receivable. Historically, these differences have not been material. At January 1, 2009, 2010 and 2011, we had accruals of $7.3 million, $5.4 million and $5.8 million, respectively, for returns, rebates and allowances. These amounts were offset by $6.9 million, $5.3 million and $6.4 million for actual returns, rebates and allowances related to these accruals and recorded during 2009, 2010 and 2011, respectively.

Accounts Receivable Allowances

We record an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make payments. The allowance is recorded as a general and administrative expense in our consolidated financial statements. We base our allowance on periodic assessments of our customers’ liquidity and financial condition through analysis of information obtained from credit rating agencies, financial statement review and historical collection trends. Additional allowances may be required if the liquidity or financial condition of our customers were to deteriorate.

Stock-Based Compensation

Stock-based awards granted under our Non-Qualified Stock Option Plan, or NQSO Plan, and our 2006 Stock Purchase Plan and certain awards granted under our 2008 Stock Incentive Plan historically were accounted for as liability-classified awards because shares of common stock and options issued pursuant to those plans were subject to repurchase rights, as described in “Stock Repurchase Features” in note 15 to our consolidated financial statements, which are included elsewhere in this prospectus, and because of our past practices of repurchasing

 

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common stock related to those awards. Until June 29, 2010, when these repurchase rights were terminated, we elected the intrinsic value method to measure our liability-classified awards and amortized stock-based compensation expense for those awards expected to vest on a straight-line basis over the requisite service period. Until June 29, 2010, we re-measured the intrinsic value of the awards at the end of each reporting period until either the repurchase rights were exercised or the holders were exposed to the market value of the shares for a reasonable period of time (at least six months), or the awards were settled, cancelled or expired unexercised. These repurchase rights terminated on June 29, 2010. In light of the public market for our common stock that will exist following this offering, we do not plan to continue our past practice of repurchasing shares that were issued under our equity incentive plans within six months of option exercise, except as may be required under our ESOP. Accordingly, these awards were reclassified to stockholders’ equity (deficit) and are no longer subject to remeasurement after June 29, 2010.

Upon termination on June 29, 2010 of the repurchase rights described above, we remeasured the liability-classified stock and stock option awards based upon their intrinsic value at that date, and included any increase or decrease attributable to vested awards in stock-based compensation expense for the year ended December 31, 2010. The total compensation cost for the modified awards was re-measured at $40.3 million on June 29, 2010. The awards that were fully vested through that date totaled $36.6 million. These stock and stock option awards were reclassified to stockholders’ equity (deficit) by debiting the related liability and crediting additional paid-in capital. The remaining unamortized compensation cost for these unvested stock and stock option awards as of June 29, 2010 and March 31, 2012 was $3.7 million and $0.8 million, respectively, which will be amortized over the remaining weighted average service period of 2.6 years and 1.4 years, respectively. There were 61 employees affected by the modification.

On November 23, 2010, we offered all employees who had previously received options to purchase our common stock at a price of $10.30 per share an opportunity to exchange their stock options (“Eligible Options”) for newly granted options (“New Options”) at an exercise price of $8.00 per share. The offer expired on December 24, 2010. The exchange offer covered options to purchase a total of approximately 740,000 shares of common stock held by 134 employees. In consideration for the exchange of Eligible Options for New Options, the agreements for the New Option grants provide that the applicable vesting dates are six months later in time than the vesting dates applicable to the Eligible Options. All other terms and conditions set forth in the New Option agreements were identical to those set forth in the Eligible Option agreements. Ninety-two employees, holding options to purchase approximately 660,000 shares of our common stock, accepted the offer.

We accounted for the incremental value of the New Options over the Eligible Options by comparing their respective fair values immediately before and after the exchange, which was treated as a modification of option terms for accounting purposes. The incremental value of the Eligible Options was estimated at $0.3 million based upon assumptions at the time of the exchange, without regard to the assumptions made on the original grant date. The incremental value calculated for vested options of $1,000 was charged as an expense as of December 24, 2010, while the remaining incremental value associated with unvested options was added to unrecognized stock-based compensation expense and will be recorded in our consolidated statements of operations over the remaining vesting period of the options.

Other stock and stock option awards granted under our 2008 Stock Incentive Plan which were not subject to the repurchase rights described above were equity-classified. We adopted the Black-Scholes model to estimate the fair value of these equity-classified awards. We recognize the value of the portion of the award that we ultimately expect to vest as expense over the requisite service periods in our consolidated statements of operations.

 

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We computed the fair value of the equity-classified awards on the dates of grant using the Black-Scholes pricing model, with the following weighted average assumptions:

 

    Year Ended
December 31,
    Three Months
Ended March 31,
 
    2010     2011     2011     2012  

Fair value of underlying common stock per share

  $ 8.10      $ 9.05      $ 9.10      $ 12.45   

Expected term in years

    6.19        6.25        6.25        6.25   

Expected volatility

    59%        59%        60%        57%   

Expected dividend yield

    —  %        —  %        —  %        —  %   

Risk free interest rate

    2.5%        1.9%        2.4%        1.1%   

We determine expected volatility using average volatility of a peer group of publicly-traded companies. We selected this peer group based on criteria including similar industry, life cycle, revenue and market capitalization. We determine the expected term of options granted utilizing the “simplified” method as prescribed by Staff Accounting Bulletin No. 107, Share-Based Payment, of the SEC. We determine the risk free interest rate by using published zero coupon rates for U.S. treasury notes for each grant date given the expected term. The expected dividend yield is zero based on the fact that we have never paid, and do not intend to pay, cash dividends on our common stock.

We are also required to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. Historical data was used to estimate pre-vesting forfeitures and record stock-based compensation expense only for those awards that we expect to vest.

Over the last several years, we performed valuations of our common stock at least annually, until September 30, 2009 when we began to perform them, in general, at least quarterly. In all cases, our board of directors relied upon the most recently available valuation in assessing the fair value of the underlying shares of our common stock for purposes of determining the exercise prices of any stock option awards. We did not perform a valuation of our common stock during the second quarter of 2011. We completed a share repurchase of approximately 1.1 million shares on May 6, 2011 as described below under “—Liquidity and Capital Resources—Share Repurchases,” at a price of $8.33 per share, which was determined by our board of directors to be the fair value of our common stock. We concluded that this transaction provided evidence of the fair value of our common stock for the stock options granted from May 3, 2011 through July 8, 2011.

 

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The following table sets forth options granted from January 1, 2009 through March 31, 2012 that were classified as equity awards:

 

Date of Issuance

   Number of
Options Granted
    Exercise Price
Per Share
     Estimated Fair
Value Per Share
     Intrinsic Value
Per Share
 

March 12, 2009

     358,500      $ 3.14       $ 1.45       $ —     

April 28, 2009

     305,000      $ 3.14       $ 1.45       $ —     

June 10, 2009

     76,000      $ 3.14       $ 1.45       $ —     

July 13, 2009

     1,000      $ 3.14       $ 3.50       $   0.35   

September 9, 2009

     72,000      $ 3.14       $ 3.50       $   0.35   

December 8, 2009

     216,000      $ 3.60       $ 6.80       $   3.20   

March 3, 2010

     177,083      $ 7.50       $ 9.35       $   1.85   

April 27, 2010

     75,375      $ 10.30       $ 9.35       $ —     

May 21, 2010

     351,184      $ 10.30       $ 7.85       $ —     

June 9, 2010

     52,625      $ 10.30       $ 7.85       $ —     

August 2, 2010

     160,800      $ 10.30       $ 7.40       $ —     

November 9, 2010

     8,800      $ 8.00       $ 7.30       $ —     

December 8, 2010

     27,000      $ 8.00       $ 7.30       $ —     

December 24, 2010

     499,011   $ 8.00       $ 8.00       $ —     

January 31, 2011

     131,000      $ 8.50       $ 9.05       $   0.55   

March 25, 2011

     30,200      $ 10.00       $ 9.25       $ —     

May 3, 2011

     566,316      $ 10.00       $ 8.33       $ —     

June 15, 2011

     120,800      $ 10.00       $ 8.33       $ —     

July 8, 2011

     8,000      $ 10.00       $ 8.33       $ —     

August 2, 2011

     35,300      $ 10.00       $ 9.50       $ —     

October 30, 2011

     200,000      $ 10.00       $ 9.50       $ —     

November 1, 2011

     121,500      $ 10.00       $ 9.50       $ —     

December 22, 2011

     123,800      $ 10.00       $ 10.95       $ 0.95   

December 30, 2011

     42,000      $ 10.00       $ 10.95       $ 0.95   

February 14, 2012

     185,930      $ 11.00       $ 12.45       $ 1.45   

 

* Represents options granted in connection with the December 24, 2010 option exchange described above.

The following table sets forth options granted from January 1, 2009 through June 29, 2010 that were classified as liability awards:

 

Date of Issuance

   Number of
Options Granted
     Exercise Price
Per Share
     Estimated Fair
Value Per Share
     Intrinsic Value
Per Share
 

March 12, 2009

     1,004,680       $ 3.14       $ 1.45       $    —     

April 28, 2009

     105,166       $ 3.14       $ 1.45       $ —     

April 27, 2010

     1,083       $ 10.30       $ 9.35       $ —     

May 21, 2010

     217,282       $ 10.30       $ 7.85       $ —     

June 9, 2010

     700       $ 10.30       $ 7.85       $ —     

We believe that the determinations of the fair value of our common stock were fair and reasonable at the times they were made. We utilized methodologies, approaches and assumptions consistent with the American Institute of Certified Public Accountants Practice Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, or the AICPA Practice Guide.

The methodology we utilized to arrive at the per share value uses estimates of the enterprise value using market, income or cost approaches, an analysis of possible future events, a non-marketability discount and a risk-adjusted discount rate. The future events considered are initial public offering, strategic sale or merger, dissolution/no value to common stockholders or remaining a private company. We base the timing and

 

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probability of these events on discussions between our board of directors and management. The market- comparable approach estimates the fair value of a company by applying market multiples of publicly-traded companies in the same or similar lines of business to the results and projected results of the company being valued. When choosing the market-comparable companies to be used for the market-comparable approach, we focused on companies operating within our industry. The income approach involves applying an appropriate risk-adjusted discount rate to projected debt free cash flows, based on forecasted revenue and costs. The cost or asset-based approach could not be independently relied upon since certain intangible assets could not be valued without reference to the market-comparable or income a