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Business Combinations
9 Months Ended
Sep. 30, 2022
Business Combinations [Abstract]  
Business Combinations

5. Business Combinations

 

iDisplay Acquisition

On January 1, 2022, we completed the acquisition of a 51% ownership stake in iDisplay (the “iDisplay Acquisition”), a leader in electronic development and design specializing in display technology, headquartered in Taiwan.

The fair value consideration for iDisplay was $36.4 million, including $21.9 million in cash and the issuance of 690,333 shares of our common stock with a fair value of $14.5 million at Closing Date. The consideration was reduced for the effective 51% settlement of a pre-existing contractual accounts payable balance owed to iDisplay of $3.5 million. The iDisplay Acquisition will allow us to direct the development and integration of iDisplay’s display-based touch-screen technologies into our products for creators, gamers and streamers. iDisplay’s results of operations are fully consolidated with Corsair with effect from January 1, 2022.

The seller of iDisplay (the “iDisplay Seller”) has retained 49% noncontrolling interests in iDisplay. Under the Shareholders Agreement between Corsair and the iDisplay Seller, a put option was provided to the iDisplay Seller and a call option was provided to Corsair for the option to transfer (i) 14% ownership interest in iDisplay to Corsair upon the first anniversary of the Closing and (ii) an additional 15% of ownership interest in iDisplay to Corsair upon the second anniversary of the Closing. Both put and call options expire on January 1, 2025. The exercise price of the put option and the call option is based on multiples of iDisplay’s trailing twelve-month earnings before interest, income tax, depreciation and amortization (“TTM EBITDA”) less any debt. The 29% noncontrolling interests entitled to the put option is considered a redeemable noncontrolling interests. See Note 2, “Summary of Significant Accounting Policies – Noncontrolling Interests” and Note 15, “Redeemable Noncontrolling Interests” for more information regarding the redeemable noncontrolling interests.

The fair value of the 49% noncontrolling interests was estimated to be $29.6 million. The control premium assigned to Corsair’s 51% controlling financial interest was 15%, which resulted in an implied minority discount of 13%. The control premium was based on an analysis considering similar market transactions involving control premiums, as well as factors specific to iDisplay, including its significant customer concentration.

Subsequent to the iDisplay Acquisition Closing Date, we recorded measurement period adjustments which increased goodwill by $1.0 million and decreased identifiable intangible assets and deferred liabilities by $1.1 million and $0.1 million, respectively. The final allocation of the iDisplay Acquisition purchase consideration to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date is as follows (in thousands):  

 

 

 

Amounts

 

 

 

 

 

 

Cash

 

$

2,330

 

Accounts receivable

 

 

3,382

 

Inventories

 

 

2,772

 

Prepaid and other assets

 

 

424

 

Operating lease right-of-use asset

 

 

360

 

Property and equipment

 

 

277

 

Identifiable intangible assets

 

 

34,200

 

Goodwill

 

 

32,987

 

Total assets acquired

 

 

76,732

 

Accounts payable

 

 

(5,106

)

Deferred tax liabilities

 

 

(4,561

)

Accrued liabilities

 

 

(731

)

Operating lease liabilities

 

 

(360

)

Total liabilities assumed

 

 

(10,758

)

Net assets acquired

 

 

65,974

 

Noncontrolling interests

 

 

(29,606

)

Fair value of consideration transferred

 

$

36,368

 

 

 

 

 

 

Purchase consideration:

 

 

 

 

Cash

 

$

21,864

 

Corsair common stock

 

 

14,504

 

Fair value of consideration transferred

 

$

36,368

 

 

 

The fair value of certain working capital related items, including accounts receivable, prepaid and other assets, accounts payable and accrued liabilities, as well as the fair value of property and equipment approximated their book values at the date of the iDisplay Acquisition. The fair value of the inventories was estimated by major category, at net realizable value, which we believe approximates the price a market participant could achieve in a current sale. The difference between the fair value of the inventories and the book value recorded by iDisplay on the acquisition date was $0.3 million, which was recognized in cost of revenue in the consolidated statements of operations upon the sale of the acquired inventory.

The excess of the purchase consideration over the fair value of the identifiable intangible assets and the net tangible assets and liabilities acquired has been estimated to be $33.0 million, of which $29.3 million and $3.7 million are assigned to our gamer and creator peripherals reporting unit and gaming component and systems reporting unit, respectively. We believe goodwill represents the strengthening of our supply chain with display-based touch-screen technologies into our products for creators, gamers and streamers, and the ability to design and generate new technologies to enhance the features of our products.

A portion of the identifiable intangible assets are not deductible for tax purposes of which $4.6 million deferred tax liability has been estimated at the date of acquisition for the difference between the book and tax bases of these assets. The goodwill is not deductible for tax purposes.

 

Valuation of identified intangible assets

The following table summarizes the valuation of the identifiable intangible assets acquired in the iDisplay Acquisition and the estimate of their respective useful lives as of Closing Date, including subsequent measurement period adjustments:

 

 

Valuation

 

 

Useful

Life

 

 

 

(In thousands)

 

 

(In years)

 

 

 

 

 

 

 

 

 

 

Patent portfolio

 

$

5,100

 

 

 

6

 

Supplier relationships

 

 

6,800

 

 

 

6

 

Developed technology

 

 

22,300

 

 

 

6

 

Total identifiable intangible assets

 

$

34,200

 

 

 

 

 

 

The fair value of patent portfolio was estimated using the relief from royalty approach and the economic useful life was determined based on the average product life cycle of the products manufactured by iDisplay. The supplier relationships intangible asset represents the value assigned to the relationship iDisplay had established over the years with a broad network of suppliers and OEMs that have been crucial to the quality and magnitude of iDisplay manufacturing capability. The fair value of supplier relationships was estimated using the multi-period excess earnings approach and the economic useful life was determined to be aligned with the estimated useful life of the developed technology acquired from iDisplay. The developed technology intangible asset represents unpatented propriety technologies, such as hardware designs and architectures and process technologies used in the on-going research and design of the products manufactured by iDisplay. The fair value of developed technology was estimated using the income approach and the economic useful life was based on the technology cycle of the products manufactured, as well as the cash flows anticipated over the forecasted periods. The valuations of the intangible assets were calculated with the assistance of a third-party valuation firm. The fair values of these intangibles were valued based on long-term cash flow projections, which we consider to be Level 3 inputs.

These intangibles are being amortized over their estimated useful lives using the straight-line method of amortization, which reflects the pattern in which the economic benefits of the intangible asset are consumed. Amortization of patent portfolio and supplier relationships is included in cost of revenue and amortization of developed technology is included in product development expense in our condensed consolidated statements of operations.

 

Acquisition-related costs

We incurred acquisition-related costs of approximately $0.1 million and $0.7 million for the three and nine months ended September 30, 2022, respectively, and $0.6 million for the year ended December 31, 2021. These costs are recorded in sales, general and administrative expenses in the consolidated statement of operations.

 

Unaudited Pro-forma Financial Information

Pro forma financial information is not included because the effects of the acquisition are not material to our consolidated statements of operations for 2021.