10-Q

請打勾選項以表示以下事項：（1）登記人在過去12個月（或要求登記人提交報告的較短期限）內已提交證券交易法1934年第13或15(d)條款要求提交的所有報告；（2）在過去90天內，登記人一直須遵守上述提交要求。 ☒ 是 ☐ 否

請勾選相應的選項以表示，在過去 12 個月（或為在此期間之短者），公司是否依據《Regulation S-t》第 405 條規定提交了所有必須提交的互動數據檔案。 ☒ 是 ☐ 否

請在方框內勾選申報者是否為大型快速申報者、快速申報者、非快速申報者、較小型報告公司或新興成長公司。在《交易所法》第120億2條中，請查看「大型快速申報者」、「快速申報者」、「較小型報告公司」和「新興成長公司」的定義。

如果一家新興成長型公司，請用勾選標記表示該申報人已選擇不使用根據證交所法案13(a)條款提供的任何新的或修訂過的財務會計準則的延長過渡期。 ☐

請以核取方框表示，公司是否為外殼公司（如《交易所法》第1202條所定義）。 ☐ 是的 ☒ 無

截至2024年10月31日，註冊公司普通股每股面值$0.001，已發行股份數。與加拿大APA相關的合同價值約為 20,079,323

See accompanying Notes to the Condensed Consolidated Financial Statements (unaudited)

Note 1. Background and Basis of Presentation

Organization

Turtle Beach Corporation (“Turtle Beach” or the “Company”), headquartered in White Plains, New York and incorporated in the state of Nevada in 2010, is a premier audio and gaming technology company with expertise and experience in developing, commercializing, and marketing innovative products across a range of large addressable markets under the Turtle Beach®, PDP® and ROCCAT® brands. Turtle Beach is a worldwide leader of feature-rich headset solutions for use across multiple platforms, including video game and entertainment consoles, handheld consoles, personal computers (“PC”), tablets and mobile devices. ROCCAT is a gaming keyboards, mice and other accessories brand focused on the PC peripherals market. Acquired in March 2024, Performance Designed Products, LLC (“PDP”), a wholly-owned subsidiary of Turtle Beach Corporation incorporated in the state of California in 1997, is a gaming accessories leader that designs and distributes video game accessories, including controllers, headsets, power supplies, cases, and other accessories.

VTB Holdings, Inc. (“VTBH”), a wholly-owned subsidiary of Turtle Beach Corporation and the owner of Voyetra Turtle Beach, Inc. (“VTB”), was incorporated in the state of Delaware in 2010. VTB, the owner of Turtle Beach Europe Limited (“TB Europe”), was incorporated in the state of Delaware in 1975 with operations principally located in White Plains, New York.

Basis of Presentation

The accompanying interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, in the opinion of management, reflect all adjustments (which include normal recurring adjustments) considered necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods presented. All intercompany accounts and transactions have been eliminated in consolidation. Certain information and footnote disclosures, normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), have been condensed or omitted pursuant to those rules and regulations. The Company believes that the disclosures made are adequate to make the information presented not misleading. The results of operations for the interim periods are not necessarily indicative of the results of operations for the entire fiscal year.

The December 31, 2023 Condensed Consolidated Balance Sheet has been derived from the Company’s audited financial statements included in its Annual Report on Form 10-K filed with the SEC on March 13, 2024 (“Annual Report”).

These financial statements should be read in conjunction with the annual financial statements and the notes thereto included in the Annual Report that contains information useful to understanding the Company’s businesses and financial statement presentations.

Use of estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to use estimates and assumptions that affect the reported amount of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. The significant estimates and assumptions used by management affect: sales return reserve, allowances for cash discounts, warranty reserve, valuation of inventory, valuation of long-lived assets, goodwill and other intangible assets, depreciation and amortization of long-lived assets, valuation of deferred tax assets, probability of performance shares vesting and forfeiture rates utilized in issuing stock-based compensation awards. The Company evaluates estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from these estimates, and those differences could be material to the consolidated financial statements.

There have been no material changes to the significant accounting policies and estimates from the information provided in Note 1 of the notes to our consolidated financial statements in our Annual Report.

Note 3. Acquisitions

On March 13, 2024, the Company acquired all the issued and outstanding equity of Performance Designed Products, LLC (“PDP”) for consideration that included cash and common stock. PDP was a privately held gaming accessories leader that designs and distributes video game accessories, including controllers, headsets, power supplies, cases, and other accessories. As a result of the acquisition, the Company will strengthen its leadership position in hardware gaming accessories and expand its product portfolio.

Consideration for the Transaction consisted of the issuance of 3.45 million shares of Company common stock and approximately $78.9 million in cash, subject to customary post-closing adjustments for working capital, closing cash, closing debt and closing third party expenses. On a fully-diluted basis, issued stock represented approximately 16.4% of the total issued and outstanding shares of the Company as of the closing date. The fair value of the 3.45 million common shares issued as part of the consideration was determined on the basis of the closing market price of the Company’s common shares on the acquisition date, or $11.03 per share. As a result, the total preliminary purchase consideration was $116.9 million, partially funded by borrowing on the new term loan facility (see Note 8). Additionally, the Company recognized $9.8 million of acquisition-related costs that were expensed during the nine months ended September 30, 2024.

The following table summarizes preliminary allocation of the consideration transferred to the assets acquired and liabilities assumed at the acquisition date:


(In thousands)	Amount
Cash		1,562
Accounts Receivable		22,026
Inventory		21,423
Prepaid and Other Current Assets		2,168
Property, Plant & Equipment		1,161
Other Assets		3,478
Intangible Assets		47,769
Accounts Payable		(12,716	)
Accrued Liabilities		(6,352	)
Lease Payable		(2,726	)
Deferred Tax Liability		(6,898	)
Total identifiable net assets		70,895
Goodwill		46,014
Total consideration paid	$	116,909

The fair values assigned to PDP’s assets and liabilities are provisional and were determined based on preliminary estimates and assumptions that management believes are reasonable. The preliminary purchase price allocation is subject to further refinement and may require significant adjustments to arrive at the final purchase price allocation. The final determination of the fair value of certain assets and liabilities will be completed as soon as the necessary information is available, but no later than one year from the acquisition date.

During the three months ended September 30, 2024, the Company recognized measurement period adjustments primarily to establish preliminary values for the opening balance sheet of the net assets acquired including intangibles assets, which also resulted in a reduction in goodwill from the previously reported preliminary amount.

The goodwill from the acquisition, which is fully deductible for tax purposes, consists largely of synergies and economies of scale expected from adding the operations of PDP's and the Company’s existing business and supply channels.

The preliminary fair value of PDP’s identifiable intangible assets was determined primarily using the “income approach,” which requires a forecast of all expected future cash flows either through the use of the multi-period excess earnings method or the relief-from-royalty method. Such forecasts are based on inputs that are unobservable and significant to the overall fair value measurement, and as such, are classified as

Level 3 inputs (see Note 4). Some of the more significant assumptions inherent in the development of intangible asset values include: the amount and timing of projected future cash flows, the discount rate selected to measure the risks inherent in the future cash flows, the assessment of the intangible asset’s life cycle, as well as other factors. The following table summarizes the preliminary allocation of purchase consideration to identifiable intangible assets:


(In thousands)	Life	Amount
Tradenames	7 Years	$	15,607
Customer relationships	6 Years		4,456
Developed technology	6 Years		27,706
Total		$	47,769

PDP's net revenue included in the Company’s consolidated results was $26.7 million and $54.4 million for the three and nine months ended September 30, 2024, respectively. PDP’s net income included in the Company’s consolidated results for the same period was not material.

Pro Forma Financial Information (Unaudited)

The following table reflects the unaudited pro forma operating results of the Company for the three and nine months ended September 30, 2024 and 2023, which give effect to the acquisition of PDP as if it had occurred on January 1, 2023.


	Three Months Ended					Nine Months Ended
	September 30,		September 30,			September 30,			September 30,
	2024		2023			2024			2023
	(in thousands)
Net revenue	$	94,363	$	81,410		$	246,707		$	219,724
Net income (loss)	$	3,153	$	(12,052	)	$	(3,912	)	$	(44,817	)

The pro forma results are based on assumptions that the Company believes are reasonable under the circumstances. The pro forma results are not necessarily indicative of the operating results that would have occurred had the acquisition been effective January 1, 2023, nor are they intended to be indicative of results that may occur in the future.

Note 4. Fair Value Measurement

The Company follows a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

•

Level 1 — Quoted prices in active markets for identical assets or liabilities.

•

Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

•

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

Financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, debt instruments and certain warrants. As of September 30, 2024 and December 31, 2023, the Company had not elected the fair value option for any financial assets and liabilities for which such an election would have been permitted. The following is a summary of the carrying amounts and estimated fair values of our financial instruments as of September 30, 2024 and December 31, 2023:


	September 30, 2024				December 31, 2023
	Reported		Fair Value		Reported		Fair Value
	(in thousands)
Financial Assets and Liabilities:
Cash and cash equivalents	$	13,803	$	13,803	$	18,726	$	18,726
Term Loan	$	49,271	$	49,271	$	—	$	—
Revolving credit facility	$	58,626	$	58,626	$	—	$	—

Note 5. Allowance for Sales Returns

The following table provides the changes in our sales return reserve, which is classified as a reduction of accounts receivable:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2024			2023			2024			2023
	(in thousands)
Balance, beginning of period	$	5,240		$	5,398		$	8,449		$	7,817
Reserve accrual		4,392			3,566			9,825			9,817
Recoveries and deductions, net		(2,552	)		(3,620	)		(11,194	)		(12,290	)
Balance, end of period	$	7,080		$	5,344		$	7,080		$	5,344

Note 6. Composition of Certain Financial Statement Items

Inventories

Inventories consist of the following:


	September 30, 2024		December 31, 2023
	(in thousands)
Finished goods	$	95,016	$	43,579
Raw materials		7,247		440
Total inventories	$	102,263	$	44,019

Property and Equipment, net

Property and equipment, net, consists of the following:


	September 30, 2024			December 31, 2023
	(in thousands)
Machinery and equipment	$	2,808		$	2,597
Software and software development		2,861			2,438
Furniture and fixtures		1,709			1,700
Tooling		14,056			11,250
Leasehold improvements		2,372			1,988
Demonstration units and convention booths		16,617			15,767
Total property and equipment, gross		40,423			35,740
Less: accumulated depreciation and amortization		(34,670	)		(30,916	)
Total property and equipment, net	$	5,753		$	4,824

Other Current Liabilities

Other current liabilities consist of the following:


	September 30, 2024		December 31, 2023
	(in thousands)
Accrued employee expenses	$	3,432	$	3,944
Accrued royalty		6,059		5,275
Accrued tax-related payables		4,815		5,206
Accrued freight		2,705		2,917
Accrued marketing		1,992		3,335
Accrued expenses		11,686		8,747
Total other current liabilities	$	30,689	$	29,424

Note 7. Goodwill and Other Intangible Assets

Acquired Intangible Assets

Acquired identifiable intangible assets, and related accumulated amortization, as of September 30, 2024 and December 31, 2023 consisted of:


	September 30, 2024
	Gross Carrying Value			Accumulated Amortization			Net Book Value
	(in thousands)
Customer relationships	$	12,541		$	8,053		$	4,488
Tradenames		18,673			4,178			14,495
Developed technology		29,590			4,066			25,524
Foreign currency		(932	)		(969	)		37
Total Intangible Assets (1)	$	59,872		$	15,328		$	44,544


	December 31, 2023
	Gross Carrying Value			Accumulated Amortization			Net Book Value
	(in thousands)
Customer relationships	$	8,085		$	7,214		$	871
Tradenames		3,066			2,607			459
Developed technology		1,884			1,613			271
Foreign currency		(1,159	)		(1,292	)		133
Total Intangible Assets (1)	$	11,876		$	10,142		$	1,734

(1) The accumulated amortization includes $1.9 million of accumulated impairment charges as of September 30, 2024 and December 31, 2023.

In May 2019, the Company completed its acquisition of the business and assets of ROCCAT. The acquired intangible assets relating to developed technology, customer relationships, and trade name are subject to amortization. In January 2021, the Company completed its acquisition of the business and assets relating to the Neat Microphones business. The acquired intangible assets relating to developed technology, customer relationships, and trade name are subject to amortization.

In March 2024, the Company completed its acquisition of the business and assets of PDP. The acquired intangible assets relating to developed technology, customer relationships, and trade name are subject to amortization. Refer to Note 3, “Acquisitions” for additional information related to PDP’s identifiable intangible assets.

Amortization expense related to definite lived intangible assets of $2.1 million and $4.8 million was recognized for the three and nine months ended September 30, 2024, respectively, and $0.2 million and $0.8 million was recognized for the three and nine months ended September 30, 2023, respectively.

As of September 30, 2024, estimated annual amortization expense related to definite lived intangible assets in future periods was as follows:


	(in thousands)
2024	$	2,146
2025		8,016
2026		7,761
2027		7,591
Thereafter		18,993
Total	$	44,507

Changes in the carrying values of goodwill for the nine months ended September 30, 2024 from the balance as of December 31, 2023.


	(in thousands)
Balance as of January 1, 2024	$	10,686
PDP acquisition		46,014
Balance as of September 30, 2024	$	56,700

Note 8. Revolving Credit Facility and Long-Term Debt


	September 30, 2024		December 31, 2023
	(in thousands)
Revolving credit facility, maturing March 2027	$	58,626	$	—
Term loan Due 2027	$	49,271	$	—

Total interest expense, inclusive of amortization of deferred financing costs, on long-term debt obligations was $2.7 million and $5.4 million for the three and nine months ended September 30, 2024, respectively, and $0.1 million and $0.4 million for the three and nine months ended September 30, 2023, respectively.

Amortization of deferred financing costs was $0.3 million and $0.6 million for the three and nine months ended September 30, 2024, respectively, and $33 thousand and $0.1 million for the three and nine months ended September 30, 2023, respectively.

Revolving Credit Facility

On March 5, 2018, Turtle Beach and certain of its subsidiaries entered into an amended and restated loan, guaranty and security agreement (the “Credit Facility”) with Bank of America, N.A. (“Bank of America”), as administrative agent, collateral agent and security trustee for Lenders (as defined therein), which replaced the then existing asset-based revolving loan agreement. The Credit Facility was amended on each of December 17, 2018, May 31, 2019, and March 10, 2023. The Credit Facility, as amended, expires on March 13, 2027 and provides for a line of credit of up to $50 million inclusive of a sub-facility limit of $10 million for TB Europe, a wholly-owned subsidiary of Turtle Beach.

On March 13, 2024, the Company entered into a Fourth Amendment, dated as of March 13, 2024 (the “Fourth Amendment”), by and among the Company, VTB, TBC Holding Company LLC, TB Europe, VTBH, the financial institutions party thereto from time to time and Bank of America, as administrative agent, collateral agent and security trustee for the lenders.

The Fourth Amendment provided for, among other things: (i) the acquisition of PDP; (ii) revised the calculation of the U.S. Borrowing Base to include certain acquired assets of PDP equal to the lesser of (a) the sum of the accounts formula amount and the inventory formula amount (each as defined in the Fourth Amendment), (b) $15,000,000, and (c) 30% of the aggregate Revolver Commitments; (iii) extending the maturity date of the Credit Facility from April 1, 2025 to March 13, 2027; and (iv) updated the interest rate and margin terms such that the loans will bear interest at a rate equal to (1) SOFR, (2) the U.S. Base Rate, (3) the Sterling Overnight Index Average Reference Rate (“SONIA”) for loans denominated in Sterling, and (4) the Euro Interbank Offered Rate (“EUIBOR”) for loans denominated in Euros, plus in each case, an applicable margin, which is between 0.50% and 2.50% for Base Rate Loans and 1.75% and 3.50% for Term SOFR Loans, SONIA Rate Loans and EUIBOR Loans.

The maximum credit availability for loans and letters of credit under the Credit Facility is governed by a borrowing base determined by the application of specified percentages to certain eligible assets, primarily eligible trade accounts receivable and inventories, and is subject to discretionary reserves and revaluation adjustments. The Credit Facility may be used for working capital, the issuance of bank guarantees, letters of credit and other corporate purposes.

Amounts outstanding under the Credit Facility bear interest at a rate equal to (i) a rate published by Bank of America or the U.S. Bloomberg Short-Term Bank Yield Index (“BSBY”) rate for loans denominated in U.S. Dollars, (ii) the Sterling Overnight Index Average Reference Rate (“SONIA”) for loans denominated in Sterling, (iii) and the Euro Interbank Offered Rate (“EUIBOR”) for loans denominated in Euros, plus in each case, an applicable margin, which is between 0.50% to 2.50% for base rate loans and UK base rate loans, and 1.75% to 3.50% for U.S. BSBY rate loans, U.S. BSBY daily floating rate loans and UK alternative currency loans. In addition, Turtle Beach is required to pay a commitment fee on the unused revolving loan commitment at a rate ranging from 0.375% to 0.50% and letter of credit fees and agent fees. As of September 30, 2024, interest rates for outstanding borrowings were 8.60% for base rate loans and 6.70% for Term SOFR loans.

The Company is subject to quarterly financial covenant testing if certain availability thresholds are not met or certain other events occur (as set forth in the Credit Facility). At such times, the Credit Facility requires the Company and its restricted subsidiaries to maintain a fixed charge coverage ratio of at least 1.00 to 1.00 as of the last day of each fiscal quarter.

The Credit Facility also contains affirmative and negative covenants that, subject to certain exceptions, limit our ability to take certain actions, including the Company’s ability to incur debt, pay dividends and repurchase stock, make certain investments and other payments, enter into certain mergers and consolidations, engage in sale leaseback transactions and transactions with affiliates, and encumber and dispose of assets. Obligations under the Credit Facility are secured by a security interest and lien upon substantially all of the Company’s assets.

As of September 30, 2024, the Company was in compliance with all financial covenants under the Credit Facility, as amended, and excess borrowing availability was approximately $21.1 million.

Term Loan

On March 13, 2024, Turtle Beach and certain of its subsidiaries entered into a new financing agreement with Blue Torch Finance, LLC, (“Blue Torch”), pursuant to which Blue Torch for an aggregate amount of $50 million (the “Term Loan Facility”), the proceeds of which were used to (i) fund a portion of the PDP acquisition purchase price; (ii) repay certain existing indebtedness of the acquired business; (iii) to pay fees and expenses related to such transactions and (iv) for general corporate purposes. The Term Loan Facility will amortize in a monthly amount equal to 0.208333% during the first two years and 0.416667% during the third year and may be prepaid at any time subject to a prepayment premium during the first year of the interest payments payable during the first year plus 3.00%. The Term Loan Facility is secured by substantially all of the assets of the Company and its subsidiaries which are party to the Term Loan Facility.

The Term Loan Facility (a) matures on March 13, 2027; (b) bears interest at a rate equal to (i) a base rate plus 7.25% per annum for Reference Rate Loans and Secured Overnight Financing Rate (“SOFR”) plus 8.25% per annum for SOFR Loans if the total net leverage ratio is greater than or equal to 2.25x and (ii) a base rate plus 6.75% per annum for Reference Rate Loans and SOFR plus 7.75% per annum for SOFR Loans if the total net leverage ratio is less than 2.25x; and (c) is subject to certain affirmative, negative and financial covenants, including a minimum liquidity covenant and a quarterly total net leverage ratio covenant. As of September 30, 2024, interest rates for outstanding borrowings was 13.11%.

On August 7, 2024, the Company and Blue Torch amended the Term Loan Facility to, among other things, permit the Company to repurchase Company common stock in an aggregate amount not to exceed $30 million prior to March 31, 2025, subject to the satisfaction of certain conditions. The other material terms of the Term Loan Facility were unchanged.

As of September 30, 2024, the Company was in compliance with all financial covenants under the Term Loan Facility.

annual effective tax rate is not representative of the quarterly portion of actual tax expense expected to be recorded for the year in a jurisdiction, the Company determines the provision for income taxes based on actual year-to-date income (loss) which it has done for certain jurisdictions for the quarter ended September 30, 2024. Certain significant or unusual items are separately recognized as discrete items in the period during which they occur and can be a source of variability in the effective tax rates from quarter to quarter.

The following table presents the Company’s income tax expense and effective income tax rate:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2024			2023			2024			2023
	(in thousands)
Income tax expense (benefit)	$	46		$	501		$	(5,501	)	$	377
Effective income tax rate		1.3	%		(16.1	%)		58.2	%		(1.5	%)

The effective tax rate for the three and nine months ended September 30, 2024 was primarily impacted by the change in U.S. valuation allowance related to the acquisition of PDP, foreign taxes, Federal and state current tax and interest on uncertain tax positions.

The Company recognizes only those tax positions that meet the more-likely-than-not recognition threshold and establishes tax reserves for uncertain tax positions that do not meet this threshold. Interest and penalties associated with income tax matters are included in the provision for income taxes in the condensed consolidated statements of operations. As of September 30, 2024, the Company had uncertain tax positions of $2.9 million, inclusive of $0.8 million of interest and penalties.

As required by the authoritative guidance on accounting for income taxes, the Company evaluates the realizability of deferred tax assets on a jurisdictional basis at each reporting date. Accounting for income taxes requires that a valuation allowance be established when it is more likely than not that all or a portion of the deferred taxes will not be realized. The Company considers all positive and negative evidence in determining if, based on the weight of such evidence, a valuation allowance is required. In circumstances where there is sufficient negative evidence indicating that the deferred tax assets are not more likely than not realizable, the Company establishes a valuation allowance. Due to the significant 2022 pre-tax loss, coupled with cumulative book losses projected in early future years, the Company recorded a valuation allowance on its net U.S. deferred tax assets as of December 31, 2022. While the Company continues to maintain this valuation allowance for the three and nine months ended September 30, 2024, it did release $6.9 million of valuation allowance for PDP acquired net deferred tax liabilities.

The Company is subject to income taxes domestically and in various foreign jurisdictions. The Company files U.S., state and foreign income tax returns in jurisdictions with various statutes of limitations. The federal tax years open under the statute of limitations are 2020 through 2023, and the state tax years open under the statute of limitations are 2019 through 2023.

common shares. During the three and nine months ended September 30, 2024, the Company has repurchased 0.7 million and 1.6 million shares, respectively, of its common stock for a total cost of $25.3 million.

Stock-Based Compensation

Total estimated stock-based compensation expense for employees and non-employees, related to all of the Company’s stock-based awards, was as follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
	(in thousands)
Cost of revenue	$	131	$	130	$	421	$	467
Selling and marketing		399		564		1,261		1,464
Research and development		298		326		795		1,006
General and administrative		668		605		970		5,617
Total stock-based compensation	$	1,496	$	1,625	$	3,447	$	8,554

The following table presents the stock activity and the total number of shares available for grant as of September 30, 2024:


	(in thousands)
Balance at December 31, 2023		1,059
Options Cancelled		6
Restricted Stock Granted		(214	)
Restricted Stock Forfeited		32
Performance Shares Granted		(171	)
Balance at September 30, 2024		712

Stock Option Activity


	Options Outstanding
	Number of Shares Underlying Outstanding Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value
						(in years)
Outstanding at December 31, 2023		1,041,452		$	9.10		4.22	$	3,137,285
Options Granted		-			-
Options Exercised		(355,344	)		8.25
Options Forfeited		(5,846	)		30.86
Outstanding at September 30, 2024		680,262		$	9.36		4.64	$	4,617,323
Vested and expected to vest at September 30, 2024		680,248		$	9.43		4.64	$	4,617,323
Exercisable at September 30, 2024		679,389		$	9.42		4.64	$	4,617,323

Stock options are time-based and the majority are exercisable within 10 years of the date of grant, but only to the extent they have vested. The options generally vest as specified in the option agreements subject to acceleration in certain circumstances. In the event participants in the plan cease to be employed or engaged by the Company, all vested options would be forfeited if they are not exercised within 90 days. Forfeitures on option grants are estimated at 10% for non-executives and 0% for executives based on evaluation of historical and expected future turnover. Stock-based compensation expense was recorded net of estimated forfeitures, such that expense was recorded only for those stock-based awards expected to vest. The Company reviews this assumption periodically and will adjust it if it is not representative of future forfeiture data and trends within employee types (executive vs. non-executive).

Aggregate intrinsic value represents the difference between the estimated fair value of the underlying common stock and the exercise price of outstanding, in-the-money options. The aggregate intrinsic value of options exercised was $2.4 million for the nine months ended September 30, 2024.

The Company uses the Black-Scholes option-pricing model to estimate the fair value of options granted as of the grant date. There were no new options granted during the nine months ended September 30, 2024. The total estimated fair value of employee options vested during the nine months ended September 30, 2024 was $1.2 million. As of September 30, 2024, total unrecognized compensation cost related to non-vested stock options granted to employees was less than $0.1 million, which is expected to be recognized over a remaining weighted average vesting period of 0.3 years.

Restricted Stock Activity


	Shares			Weighted Average Grant Date Fair Value Per Share
Nonvested restricted stock at December 31, 2023		764,942		$	14.76
Granted		213,673			17.02
Vested		(323,571	)		14.23
Shares forfeited		(31,961	)		13.08
Nonvested restricted stock at September 30, 2024		623,083		$	15.89

As of September 30, 2024, total unrecognized compensation costs related to the nonvested restricted stock awards was $7.8 million, which will be recognized over a remaining weighted average vesting period of 2.3 years.

Performance-Based Restricted Share Units

As of September 30, 2024, the Company had 253,395 performance-based restricted share units outstanding. On April 1, 2024, the Company granted 171,393 PSUs to certain executives, of which 50% vest based on achievement of defined Company stock price appreciation over the period of April 1, 2024 through May 9, 2025, and 50% vest based on defined Adjusted EBITDA targets for the period commencing on the second fiscal quarter in 2024 through the first fiscal quarter of 2025. The awards granted on April 1, 2024 are also subject to three year service-based vesting periods with the ability to earn and vest into such units ranging from 0% to 200% of the granted PSUs. The remaining 82,002 PSUs outstanding were granted to executives on April 1, 2023 and 2022, and will vest over a three-year period from the respective grant dates based on (i) the amount by which revenue growth exceeds a defined baseline market growth each year and (ii) the achievement of specified tiers of Adjusted EBITDA as a percentage of net revenue each year, with the ability to earn and vest into such units ranging from 0% to 200% of the granted PSUs. As of September 30, 2024, achievement of the performance conditions associated with the outstanding 2024, 2023 and 2022 performance shares was deemed not probable.

Note 11. Net Income (Loss) Per Share

The following table sets forth the computation of basic and diluted net income (loss) per share of common stock attributable to common stockholders:


	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2024		2023			2024			2023
	(in thousands, except per-share data)
Net income (loss)	$	3,413	$	(3,606	)	$	(3,956	)	$	(26,231	)

Weighted average common shares outstanding — Basic		20,553		17,345			20,050			17,029
Plus incremental shares from assumed conversions:
Dilutive effect of restricted stock		111		—			—			—
Dilutive effect of stock options		287		—			—			—
Dilutive effect of warrants		550		—			—			—
Weighted average common shares outstanding — Diluted		21,501		17,345			20,050			17,029
Net income (loss) per share:
Basic	$	0.17	$	(0.21	)	$	(0.20	)	$	(1.54	)
Diluted	$	0.16	$	(0.21	)	$	(0.20	)	$	(1.54	)

Incremental shares from stock options and restricted stock awards are computed using the treasury stock method. The weighted average shares listed below were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive for the periods presented or were otherwise excluded under the treasury stock method. The treasury stock method calculates dilution assuming the exercise of all in-the-money options and vesting of restricted stock, reduced by the repurchase of shares with the proceeds from the assumed exercises and unrecognized compensation expense for outstanding awards.


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
	(in thousands)
Stock options		66		1,195		818		1,374
Unvested restricted stock awards		316		797		674		855
Warrants		—		550		550		550
Total		382		2,542		2,042		2,779

Note 12. Segment Information

The following table represents total net revenues based on where customers are physically located:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
	(in thousands)
North America	$	73,404	$	43,166	$	177,556	$	116,234
Europe and Middle East		16,913		12,827		39,857		34,414
Asia Pacific		4,046		3,165		9,276		7,936
Total net revenues	$	94,363	$	59,158	$	226,689	$	158,584

Shareholders Class Action: On August 5, 2013, VTB Holdings, Inc. (“VTBH”) and the Company (f/k/a Parametric Sound Corporation) announced that they had entered into the Merger Agreement pursuant to which VTBH would acquire an approximately 80% ownership interest and existing shareholders would maintain an approximately 20% ownership interest in the combined company (the “Merger”). Following the announcement, several shareholders filed class action lawsuits in California and Nevada seeking to enjoin the Merger. The plaintiffs in each case alleged that members of the Company’s Board of Directors breached their fiduciary duties to the shareholders by agreeing to a merger that allegedly undervalued the Company. VTBH and the Company were named as defendants in these lawsuits under the theory that they had aided and abetted the Company’s Board of Directors in allegedly violating their fiduciary duties. The plaintiffs in both cases sought a preliminary injunction seeking to enjoin closing of the Merger, which, by agreement, was heard by the Nevada court with the California plaintiffs invited to participate. On December 26, 2013, the court in the Nevada case denied the plaintiffs’ motion for a preliminary injunction. Following the closing of the Merger, the Nevada plaintiffs filed a second amended complaint, which made essentially the same allegations and sought monetary damages as well as an order rescinding the Merger. The California plaintiffs dismissed their action without prejudice, and sought to intervene in the Nevada action, which was granted. Subsequent to the intervention, the plaintiffs filed a third amended complaint, which made essentially the same allegations as prior complaints and sought monetary damages. On June 20, 2014, VTBH and the Company moved to dismiss the action, but that motion was denied on August 28, 2014. On September 14, 2017, a unanimous en banc panel of the Nevada Supreme Court granted defendants’ petition for writ of mandamus and ordered the trial court to dismiss the complaint but provided a limited basis upon which plaintiffs could seek to amend their complaint. Plaintiffs amended their complaint on December 1, 2017 to assert the same claims in a derivative capacity on behalf of the Company, as well as in a direct capacity, against VTBH, Stripes Group, LLC, SG VTB Holdings, LLC, and the former members of the Company’s Board of Directors. All defendants moved to dismiss this amended complaint on January 2, 2018, and those motions were denied on March 13, 2018. Defendants petitioned the Nevada Supreme Court to reverse this ruling on April 18, 2018. On June 15, 2018, the Nevada Supreme Court denied defendants’ writ petition without prejudice. The district court subsequently entered a pretrial schedule and set trial for November 2019. On January 18, 2019, the district court certified a class of shareholders of the Company as of January 15, 2014. On October 11, 2019, the parties notified the district court that they had reached a settlement that would resolve the pending action if ultimately approved by the Court. On January 13, 2020, the district court preliminarily approved the settlement between the plaintiffs and all defendants. A final hearing was held on May 18, 2020, wherein the Court approved the settlement and entered final judgment.

On May 22, 2020, PAMTP LLC, which purports to hold the claims of eight shareholders who opted out of the class settlement described above, brought suit against the Company, the Company’s former Chief Executive Officer, Juergen Stark, Stripes Group, LLC, SG VTB Holdings, LLC, Kenneth Fox, and former members of the Company’s Board of Directors in Nevada state court. This opt-out action asserts the same direct claims that were asserted by the class of shareholders described above. The defendants filed two motions to dismiss this complaint, which were heard on August 10, 2020. The Court denied those motions by order of August 20, 2020. The case was tried in August 2021 and all remaining defendants, including the Company, prevailed on all counts with final judgment entered in their favor on September 3, 2021. Plaintiff appealed that judgment. On June 6, 2024, the Nevada Supreme Court affirmed the judgment in Defendants’ favor and subsequently denied Plaintiff’s petition for rehearing on July 22, 2024.

Employment Litigation: On April 20, 2017, a former employee filed an action in the Superior Court for the County of San Diego, State of California. The complaint alleges claims including wrongful termination, retaliation and various other provisions of the California Labor Code. The complaint seeks unspecified economic and non-economic losses, as well as allegedly unpaid wages, unreimbursed business expenses statutory penalties, interest, punitive damages and attorneys’ fees. The Company filed a cross-complaint against the former employee on May 25, 2017 for certain activities related to his employment with the Company. The matter was tried between September 24, 2021 and October 7, 2021. On October 8, 2021 a jury rendered a unanimous verdict in favor of the Company on the employment claims. The Court granted a directed verdict to the Company on its cross-complaint against the former employee. Judgment was entered in favor of the Company on October 27, 2021. On December 20, 2021, the former employee filed a notice of appeal of the judgment. On November 14, 2023, the court of appeal issued its opinion affirming the judgment in favor of the Company. On the Company’s cross-complaint, the court of appeal directed the Company to elect either punitive or statutory treble damages, but otherwise affirmed. On March 8, 2024, the Superior Court entered an amended judgment in favor of the Company and awarding the Company monetary damages, injunctive relief, attorneys’ fees and costs.

Insolvency Dispute in Germany: On February 15, 2024, TBC Holding Company LLC (“TBCH”), a wholly-owned subsidiary of Turtle Beach Corporation, was served with a lawsuit that was brought to the German Higher Regional Court in Stade by the insolvency administrator of KJE Europe GmbH, a company registered and existing under the laws of Germany. In his complaint, the insolvency administrator claims that TBCH is liable to reimburse any payments received by the TBCH under a certain settlement agreement with KJE Europe GmbH dated June 30, 2020. TBCH filed its statement of defense to the complaint on April 30, 2024 and the insolvency administrator filed his response in a brief on June 11, 2024. A procedural hearing of the case has been scheduled for December 13, 2024. TBCH does not believe the claims have merit and intends to defend itself in this proceeding.

The Company will continue to vigorously defend itself in the foregoing unresolved matters. However, litigation and investigations are inherently uncertain. Accordingly, the Company cannot predict the outcome of these matters. The Company has not recorded any accrual at September 30, 2024 for contingent losses associated with these matters based on its belief that losses, while possible, are not probable. Further,

any possible range of loss cannot be reasonably estimated at this time. The unfavorable resolution of these matters could have a material adverse effect on the Company’s business, results of operations, financial condition, or cash flows. The Company is engaged in other legal actions, not described above, arising in the ordinary course of its business and, while there can be no assurance, believes that the ultimate outcome of these other legal actions will not have a material adverse effect on its business, results of operations, financial condition, or cash flows.

Warranties

The Company warrants its products against certain manufacturing and other defects. These product warranties are provided for specific periods of time depending on the nature of the product. Warranties are generally fulfilled by replacing defective products with new products. The following table provides the changes in our product warranty reserve, which are included in accrued liabilities:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2024			2023			2024			2023
	(in thousands)
Warranty, beginning of period	$	735		$	640		$	670		$	618
Warranty costs accrued		244			191			727			566
Settlements of warranty claims		(206	)		(168	)		(624	)		(521	)
Warranty, end of period	$	773		$	663		$	773		$	663

Operating Leases - Right of Use Assets

The Company determines whether an arrangement is a lease at inception. The Company leases office and warehouse spaces that provide for future minimum rental lease payments under non-cancelable operating leases that have remaining lease terms of one year to nine years, and do not contain any material residual value guarantees or material restrictive covenants.

The components of the right-of-use assets and lease liabilities were as follows:


	Balance Sheet Classification	September 30, 2024
		(in thousands)
Right-of-use assets	Other assets	$	8,576

Lease liability obligations, current	Other current liabilities	$	1,786
Lease liability obligations, noncurrent	Other liabilities		7,667
Total lease liability obligations		$	9,453
Weighted-average remaining lease term (in years)			4.5
Weighted-average discount rate			8.5	%

During the nine months ended September 30, 2024, the Company recognized approximately $1.2 million of lease costs in operating expenses and approximately $1.5 million of operating cash flows from operating leases. During the nine months ended September 30, 204, the Company recorded a right-of-use asset impairment charge of $0.8 million related to the exit of a leased warehouse facility. This charge was recorded within the Acquisition-related cost line within the Condensed Consolidated Statement of Operations.

Approximate future minimum lease payments for the Company’s right of use assets over the remaining lease periods as of September 30, 2024, are as follows:


	(in thousands)
2024	$	594
2025		2,377
2026		2,329
2027		2,300
2028		1,291
Thereafter		2,036
Total minimum payments		10,927
Less: Imputed interest		(1,474	)
Total	$	9,453

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our operations should be read together with our unaudited condensed consolidated financial statements and the related notes included in Part I of this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and the related notes included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 13, 2024 (the “Annual Report.”)

This Quarterly Report on Form 10-Q contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this report are indicated by words such as “anticipates,” “expects,” “believes,” “intends,” “plans,” “estimates,” “projects,” “strategies” and similar expressions or negatives thereof. Caution should be taken not to place undue reliance on any such forward-looking statements because they involve risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied in, or reasonably inferred from, such statements. Forward-looking statements are based on the beliefs, as well as assumptions made by, and information currently available to, the Company's management and are made only as of the date hereof. The Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by the federal securities laws. In addition, forward-looking statements are subject to certain risks and uncertainties, including those described elsewhere in this Quarterly Report on Form 10-Q that could cause actual results to differ materially from the Company's historical experience and its present expectations or projections.

Turtle Beach Corporation (“Turtle Beach” or the “Company”), headquartered in White Plains, New York, and incorporated in the state of Nevada in 2010, is a premier audio and gaming technology company with expertise and experience in developing, commercializing, and marketing innovative products across a range of large addressable markets under the Turtle Beach®, PDP® and ROCCAT® brands. The Turtle Beach® brand is a market share leader in console gaming headsets with a vast portfolio of headsets designed to be compatible with the latest Xbox, PlayStation, and Nintendo consoles, as well as for personal computers (“PCs”) and mobile/tablet devices. Turtle Beach Corporation’s PC product portfolio includes headsets, gaming keyboards, mice and other gaming accessories focused on the PC gaming platform. Recently, Turtle Beach expanded its brand beyond gaming headsets and began making game controllers, gaming flight simulation and racing simulation accessories. Acquired in March 2024, PDP is a gaming accessories leader that designs and distributes video game accessories, including controllers, headsets, power supplies, cases, and other accessories.

Turtle Beach operates in an overall $200 billion global games and accessories market. The global gaming audience now exceeds global cinema and music markets with over three billion active gamers worldwide. Gaming peripherals, such as headsets, keyboards, mice, microphones, controllers, and simulation controls are estimated to be an $11.0 billion business globally.

The console and PC gaming accessory markets are driven by major game launches and long-running franchises that encourage players to continually buy equipment and accessories. On Xbox, PlayStation, Nintendo Switch and PC, flagship games like Call of Duty, Destiny, Star Wars: Battlefront, Battlefield, Grand Theft Auto, and battle royale games like Fortnite, Call of Duty Warzone, Apex Legends, and PlayerUnknown’s Battlegrounds, are examples of major franchises that prominently feature online multiplayer modes that encourage communication and drive increased demand for gaming headsets. Many of these established franchises launch new titles annually, leading into the holidays and as a result can cause an additional boost to the normally strong holiday sales for gaming accessories.

Many gamers play online where a gaming headset, which includes a microphone, is required because it allows players to communicate with each other in real-time, provides a more immersive experience, and delivers a competitive advantage.

Turtle Beach is the leading console gaming headset manufacturer in the U.S. and other major console markets. Turtle Beach has achieved these global market shares by delivering high-quality products that often include first-to-market innovations, robust features, superior sound, unmatched comfort, and top customer support – all key factors that consumers seek when shopping for a gaming headset.

The global market for console gaming headsets, in which Turtle Beach has been the market leader for the past 14 years, is estimated to be approximately $1.5 billion. PlayStation and Xbox consoles continue to be the dominant gaming platforms in North America and Europe for games that drive headset usage. Consistent with a historical pattern of major new console launches every 7-8 years, Microsoft and Sony launched their latest consoles, Xbox Series X|S and PlayStation 5, ahead of the 2020 holiday season.

Nintendo has sold over 140 million units of its highly popular Nintendo Switch since the platform's release in early 2017. Nintendo continues adding and expanding its library of games, including an increased number of multiplayer chat-enabled games. Nintendo also sells the Nintendo Switch Lite, a follow-on product that offers gamers the hand-held only version of their popular gaming console.

PC Accessories Market

The market for PC gaming headsets, mice, and keyboards is estimated to be approximately $3.3 billion. PC gaming continues to be a main gaming platform in the U.S. and internationally, similarly driven by popular AAA game launches, by popular PC-specific esports leagues, teams, and players, content creators, and influencers, and with the introduction of cross-platform play – where PC gamers can play online against other gamers playing the same game on an Xbox, PlayStation, or Nintendo Switch. While most games are available on multiple platforms, gaming on PC offers advantages including improved graphics, increased speed and precision of mouse/keyboard controls, and the ability for deeper customization. Gaming mice and keyboards are engineered to provide gamers with high-end performance and a superior gaming experience through features such as fast key and button response times, improved materials and build quality, comfortable ergonomic designs, programmable keys and buttons, and software suites to customize and control devices and settings.

PC gaming mice come in a variety of different ergonomic shapes and sizes, are available in both wired and wireless models, offer different sensor options (optical or laser) and responsiveness, and often feature integrated RGB LED lighting and software to unify the lighting with other devices for a visually consistent PC gaming appearance. Similarly, PC gaming keyboards often deliver a competitive advantage by offering options for ultra-responsive mechanical and optical key switches that feel and sound different, as well as offer customizable lighting.

The market for gamepad controllers is estimated to be approximately $0.7 billion, and shares the same retail footprint and consumer base that Turtle Beach gaming headsets compete in. Controllers now come in various ergonomic shapes, sizes, and colors. Gamers can even further customize their controllers with unique thumbsticks and better grips/textures, weights, and more. Game controllers also range in price from ~$40 to more than $300 for ultra premium options, with premium controllers featuring improved materials, cooling, swappable parts and more. Turtle Beach entered the controllers market in 2021 with the introduction of its wired Recon™ Controller for Xbox and PC. Turtle Beach then launched the lower-cost wired REACT-R™ Controller in 2022, as well as introduced the mobile focused Recon™ Cloud and Atom™ controllers. In 2023, Turtle Beach launched its first wireless controller for Xbox and PC, the premium Stealth™ Ultra controller. Turtle Beach’s controllers not only provide the same responsive, quality controls as first party controllers, but also offer Turtle Beach’s signature gaming audio experience when gamers connect a wired headset to the controller.

The market for gaming simulation accessories is estimated to be approximately $1.2 billion. Flight and racing simulation gaming are more popular on higher-end PCs able to deliver the most realistic visuals. However, jumps in visual quality made possible in the latest consoles/games have made flight simulation gaming on Xbox more accessible. In 2020, Microsoft redefined the graphics flight sim gamers can expect while playing with the launch of the latest generation of its Flight Sim games and, in subsequent years, Microsoft expanded the game to Xbox Series X|S1, Xbox One, lower-end gaming PCs, and mobile via Xbox Cloud.

Long-running popular flight sim games like Flight Simulator 2024, X-Plane, and others allow pilots to learn to fly and pilot various aircraft through picture-perfect skies and scenery, with typical flight sim accessories including yokes and pedals, combat flightsticks, and HOTAS (Hands-On Throttle And Stick) controllers. The flight sim market is niche, but is supported by a dedicated, older fanbase willing to spend more on accessories to create the ultimate flight simulation setups, with a variety of expert pilots and creators showcasing their latest content on YouTube and other mediums. Turtle Beach launched the original VelocityOne Flight universal control system in 2021, followed by the VelocityOne™ Rudder and VelocityOne™ Stand in 2022, the VelocityOne™ Flightstick in 2023, and the VelocityOne™ Flightdeck HOTAS controller in 2024.

Racing simulation gaming follows a similar trajectory as flight simulation gaming. The audience of racing sim gamers is also niche, dedicated, slightly older and willing to spend more on creating high-end racing simulation setups predominantly on PC, but also on gaming consoles. There are also a variety of long-running, successful racing game franchises including Forza, Assetto Corsa, and more that allow drivers to get behind the wheel and experience the rush of racing. Typical racing simulation accessories include wheel and pedal setups, swappable steering wheels, shifters, handbrakes and more, ranging in price from a few hundred dollars to thousands of dollars for the most involved simulators. Racing simulation fans also regularly create content and share with the community. Turtle Beach introduced its first VelocityOne™ Race racing simulation wheel and pedals setup in 2024, with additional racing sim accessory launches planned for the future.

We have a global network of suppliers that manufacture products to meet the quality standards sought by our customers and our cost objectives. We have worked closely with component, manufacturing, and global logistic partners to build a supply chain that we consider dependable, scalable, and efficient to provide high-quality, reliable products employing leading cost management practices. The use of outsourced manufacturing facilities is designed to take advantage of specific expertise and allow for flexibility and scalability to respond to both seasonality and changing demands for our products. While semiconductor availability and freight costs have significantly improved compared to 2022, we continue to closely monitor component availability and freight cost including global supply chain threats within the post-pandemic business environment.

The following table sets forth the Company’s statements of operations for the periods presented:

The following table summarizes net revenue and gross profit for the periods presented:

Comparison of the Three Months Ended September 30, 2024 to the Three Months Ended September 30, 2023

Net revenue for the three months ended September 30, 2024 was $94.4 million, a $35.2 million increase from $59.2 million driven by incremental revenue from the PDP acquisition and growth in our product markets.

For the three months ended September 30, 2024, gross margin increased to 36.2%, inclusive of a $0.8 million purchase accounting driven charge to step-up the value of PDP inventory at the time of acquisition and a $1.2 million reserve for ROCCAT inventory on-hand as part of the PC product brand transition to Turtle Beach, from 29.9% in the comparable prior year period. Excluding these two charges, gross margins improved to 38.3% as a result of lower promotional spend and freight costs.

Comparison of the Nine Months Ended September 30, 2024 to the Nine Months Ended September 30, 2023

Net revenue for the nine months ended September 30, 2024 was $226.7 million, a $68.1 million increase from $158.6 million driven by incremental revenue from the PDP acquisition and growth in our product markets.

For the nine months ended September 30, 2024, gross margin increased to 33.1%, inclusive of a $2.1 million purchase accounting driven charge to step-up the value of PDP inventory at the time of acquisition and a $2.8 million reserve for ROCCAT inventory on-hand as part of

the PC product brand transition to Turtle Beach, from 27.6% in the comparable prior year period. Excluding these two charges, gross margins improved to 35.2% as a result of lower promotional spend and freight costs

Selling and marketing expenses for the three and nine months ended September 30, 2024 totaled $13.5 million and $36.3 million, respectively, compared to $10.6 million and $30.5 million for the three and nine months ended September 30, 2023, respectively, due to incremental intangible assets amortization and operating expenses related to the PDP acquisition, and integration related severance costs.

Research and development costs for the three and nine months ended September 30, 2024 was $4.3 million and $12.8 million, respectively, compared to $4.4 million and $12.7 million for the three and nine months ended September 30, 2023, respectively, which reflects incremental expense related to the PDP acquisition and certain integration related severance partially offset by lower headcount and costs associated with our product portfolio rationalization initiatives.

General and administrative expenses for the three months ended September 30, 2024 totaled $6.4 million compared to $5.2 million for the three months ended September 30, 2023 reflective of incremental costs from PDP operations and certain professional service costs.

General and administrative expenses for the nine months ended September 30, 2024 totaled $19.5 million compared to $25.4 million for the nine months ended September 30, 2023. Excluding $2.5 million of activism related costs, but inclusive of incremental costs from PDP operations, expenses decreased $3.4 million primarily due to lower severance and non-cash stock-based compensation.

Acquisition-related costs included costs incurred in connection with acquisitions including professional fees such as legal and accounting along with other certain integration related costs of the acquisition.

Income tax benefit for the nine months ended September 30, 2024 was ($5.5) million at an effective tax rate of 58.2% compared to income tax benefit for the nine months ended September 30, 2023 of $0.4 million at an effective tax rate of (1.5%). The effective tax rate for the nine months ended September 30, 2024 was primarily impacted the by the reversal of a portion of the Company’s deferred tax asset valuation allowance.

Management routinely reviews key performance indicators, including revenue, operating income and margins, and earnings per share, among others. In addition, we believe certain other measures provide useful information to management and investors about us and our financial condition and results of operations for the following reasons: (i) they are measures used by our Board of Directors and management team to evaluate our operating performance; (ii) they are measures used by our management team to make day-to-day operating decisions; (iii) the adjustments made are often viewed as either non-recurring or not reflective of ongoing financial performance and/or have no cash impact on operations; and (iv) the measures are used by securities analysts, investors and other interested parties as a common operating performance measure to compare results across companies in our industry by adjusting for potential differences caused by variations in capital structures

(affecting relative interest expense), and the age and book value of facilities and equipment (affecting relative depreciation and amortization expense). These other metrics, however, are not measures of financial performance under accounting principles generally accepted in the United States of America (“GAAP”) and given the limitations of these metrics as analytical tools, should not be considered a substitute for gross profit, gross margins, net income (loss) or other consolidated income statement data as determined in accordance with GAAP.

We believe that the presentation of Adjusted EBITDA, defined as net income (loss) before interest, taxes, depreciation and amortization, stock-based compensation (non-cash) and certain non-recurring special items that we believe are not representative of core operations, is appropriate to provide additional information to investors about our operating profitability adjusted for certain non-cash items, non-routine items that we do not expect to continue at the same level in the future, as well as other items that are not core to our operations. Further, we believe Adjusted EBITDA provides a meaningful measure of operating profitability because we use it for evaluating our business performance, making budgeting decisions, and comparing our performance against that of other peer companies using similar measures. However, Adjusted EBITDA is not a measure of financial performance under GAAP and, given the limitations of these metrics as analytical tools, should not be considered a substitute for gross profit, gross margins, net income (loss) or other consolidated income statement data as determined in accordance with GAAP.

Adjusted EBITDA (and a reconciliation to Net income (loss), the nearest GAAP financial measure) for the three and nine months ended September 30, 2024 and September 30, 2023, are as follows:

Our primary sources of working capital are cash flow from operations and availability of capital under our revolving credit facility. We have funded operations and acquisitions in recent periods with operating cash flows and proceeds from debt and equity financings.

Cash used for operating activities for the nine months ended September 30, 2024 was $8.6 million, a decrease of $16.5 million as compared to $7.9 million for the nine months ended September 30, 2023. The decrease is primarily the result of certain acquisition-related business costs.

Cash used for investing activities was $80.7 million for the nine months ended September 30, 2024, which was primarily related to the acquisition of the Performance Designed Products business, compared to $1.9 million for the nine months ended September 30, 2023 related to certain capital investments.

Net cash provided by financing activities was $82.7 million during the nine months ended September 30, 2024 compared to net cash used for financing activities of $5.1 million during the nine months ended September 30, 2023. Financing activities during the nine months ended September 30, 2024 consisted primarily of $58.6 million net borrowings, the $50 million term loan and $3.0 million of stock option exercise proceeds, partially offset by $25.3 million of share repurchases, $2.9 million of debt issuance costs and $0.7 million of term loan repayments.

Management believes that our current cash and cash equivalents, the amounts available under our revolving credit facility and cash flows derived from operations will be sufficient to meet anticipated short-term and long-term funding for working capital and capital expenditures including amounts to develop new products, fund future stock repurchases and to pursue strategic opportunities. Significant assumptions underlie this belief, including, among other things, that there will be no material adverse developments in our business, liquidity or capital requirements, or strategic opportunities that require additional capital.

In addition, the Company monitors the capital markets on an ongoing basis and may consider raising capital if favorable market conditions develop.

Foreign cash balances at September 30, 2024 and December 31, 2023 were $3.8 million and $8.0 million, respectively.

As of September 30, 2024, the Company was in compliance with all financial covenants under the Credit Facility, as amended, and excess borrowing availability was approximately $21.1 million.

As of September 30, 2024, the Company was in compliance with all financial covenants under the Term Loan Facility.

Our discussion and analysis of our results of operations and capital resources are based on our consolidated financial statements, which have been prepared in conformity with GAAP. The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and the disclosure of contingent assets and liabilities. Management bases its estimates, assumptions and judgments on historical experience and on various other factors that it believes to be reasonable under the circumstances.

Different assumptions and judgments would change the estimates used in the preparation of the condensed consolidated financial statements, which, in turn, could change the results from those reported. Management evaluates its estimates, assumptions and judgments on an ongoing basis. For a discussion of the critical estimates that affect the condensed consolidated financial statements, see “Critical Accounting Estimates” included in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report.

See Note 2, “Summary of Significant Accounting Policies,” to the unaudited condensed consolidated financial statements contained herein for a complete discussion of recent accounting pronouncements. We are currently evaluating the impact of certain recently issued guidance on our financial condition and results of operations in future periods.

Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. The Company’s market risk exposure is primarily a result of fluctuations in interest rates, foreign currency exchange rates and inflation.

The Company has used derivative financial instruments, specifically foreign currency forward and option contracts, to manage exposure to foreign currency risks, by hedging a portion of its forecasted expenses denominated in British Pounds expected to occur within a year. The effect of exchange rate changes on foreign currency forward and option contracts is expected to offset the effect of exchange rate changes on the underlying hedged item. The Company does not use derivative financial instruments for speculative or trading purposes. As of September 30, 2024 and December 31, 2023, we did not have any derivative financial instruments.

The Company has exchange rate exposure primarily with respect to the British Pound and Euro. As of September 30, 2024 and December 31, 2023, our monetary assets and liabilities that are subject to this exposure are immaterial, therefore the potential immediate loss to us that would result from a hypothetical 10% change in foreign currency exchange rates would not be expected to have a material impact on our earnings or cash flows. This sensitivity analysis assumes an unfavorable 10% fluctuation in the exchange rates affecting the foreign currencies in which monetary assets and liabilities are denominated and does not take into account the offsetting effect of such a change on our foreign currency denominated revenues.

The Company is exposed to market risk due to inflationary pressures affecting our costs and demand for the products we sell. In recent years, our business has been affected by global supply chain constraints and unfavorable changes in economic or political conditions in the countries and markets where we operate. Such inflationary pressures have been and could continue to be exacerbated by higher oil prices, geopolitical turmoil, and economic policy actions and could lead to a recessionary environment. Inflationary pressures can also have a negative impact on demand for the products we sell. Reduced or delayed discretionary spending by consumers in response to inflationary pressures has reduced consumer demand for our products, resulting in reduced sales.

We continue to experience the on-going impacts of a higher interest rate environment, as compared to prior years, which resulted in higher cost of goods, selling expenses, and general and administrative expenses. Such increases have had and may continue to have a negative impact on the Company’s profit margins if selling prices of products do not increase with the increased costs.

Disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), are designed to ensure that (1) information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms; and (2) that such information is accumulated and communicated to management, including the principal executive officer and principal financial officer, to allow timely decisions regarding required disclosures. At the conclusion of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation, under the supervision of our Principal Executive Officer (or PEO) and our Principal Financial Officer (or PFO), of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, our PEO and PFO concluded that our disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act, were effective as of September 30, 2024.

There have been no changes in our internal control over financial reporting during the period covered that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, except that on March 13, 2024, the Company acquired PDP. United States Securities and Exchange Commission guidance allows companies to exclude acquisitions from their assessment of the internal control over financial reporting during the first year following an acquisition. The Company has integrated PDP’s operations into its overall system of internal control over financial reporting.

Our process for evaluating controls and procedures is continuous and encompasses constant improvement of the design and effectiveness of established controls and procedures and the remediation of any deficiencies, which may be identified during this process.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Please refer to Note 13, “Commitments and Contingencies” in the notes to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, which is incorporated into this item by reference.

There have been no material changes in the risk factors set forth in Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

On April 9, 2019, the Company’s Board of Directors authorized a stock repurchase program to acquire up to $15.0 million of its common stock. Any repurchases under the program will be made from time to time on the open market at prevailing market prices. On April 1, 2021, the Board of Directors approved an extension and expansion of this stock repurchase program up to $25.0 million of its common shares, expiring April 9, 2023. On March 3, 2023, the Company’s Board of Directors approved a two-year extension of this stock repurchase plan. On April 9, 2024, the Board of Directors approved an additional expansion of this stock repurchase program to up to $55 million of the Company’s common shares.

None of our directors or executive officers adopted or terminated a Rule 10b5-1 Trading Plan, or a "non-Rule 10b5-1 trading arrangement" (as each term is defined in Item 408(a) of Regulation S-K) during the three months ended September 30, 2024.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


內華達州	27-2767540
(依據所在地或其他管轄區) 的註冊地或組織地點)	(國稅局雇主識別號碼) 識別號碼)

南博羅街44號, 4樓懷特普蘭斯, 紐約	10601
(總部辦公地址)	（郵政編碼）


每種類別的名稱	交易符號	每個註冊交易所的名稱
普通股票，面值為0.001美元	HEAR	納斯達克全球市場
優先股購買權	無可奉告	納斯達克全球市場


		頁面

第一部分. 財務資訊		2

項目 1。	基本報表 (未經審計)	2

	截至2024年9月30日和2023年，簡明綜合損益表	2

	2024年和2023年截至9月30日的三個月和九個月的精縮綜合收益（損失）綜合報表	3

	2024年9月30日和2023年12月31日的總體資產負債表摘要	4

	截至2024年和2023年9月30日九個月的綜合現金流量簡明合併財務報表	5

	2024年9月30日和2023年，總稱股東權益簡明綜合報表	6

	基本報表註記	8

项目2。	管理層對財務狀況和業績的討論與分析	21

项目3。	市場風險的定量和定性披露。	28

項目 4。	內部控制及程序	29

第二部分。其他資訊		30

項目 1。	法律訴訟	30

项目1A。	風險因素	30

项目2。	股票權益的未註冊銷售和資金用途	30

项目5。	其他信息	30

第6項。	展品	31

簽名		32


	三個月已結束					九個月已結束
	九月三十日		九月三十日			九月三十日			九月三十日
	2024		2023			2024			2023
	（以千計，每股數據除外）
淨收入	$	94,363	$	59,158		$	226,689		$	158,584
收入成本		60,232		41,469			151,696			114,884
毛利潤		34,131		17,689			74,993			43,700
運營費用：
銷售和營銷		13,535		10,583			36,289			30,457
研究和開發		4,311		4,380			12,802			12,670
一般和行政		6,352		5,243			19,489			25,375
與收購相關的成本		3,510		—			9,814			—
運營費用總額		27,708		20,206			78,394			68,502
營業收入（虧損）		6,423		(2,517	)		(3,401	)		(24,802	)
利息支出		2,712		107			5,082			253
其他非營業支出，淨額		252		481			974			799
所得稅前收入（虧損）		3,459		(3,105	)		(9,457	)		(25,854	)
所得稅支出（福利）		46		501			(5,501	)		377
淨收益（虧損）	$	3,413	$	(3,606	)	$	(3,956	)	$	(26,231	)

每股淨收益（虧損）
基本	$	0.17	$	(0.21	)	$	(0.20	)	$	(1.54	)
稀釋	$	0.16	$	(0.21	)	$	(0.20	)	$	(1.54	)
加權平均股票數量：
基本		20,553		17,345			20,050			17,029
稀釋		21,501		17,345			20,050			17,029


	三個月已結束					九個月已結束
	九月三十日 2024		九月三十日 2023			九月三十日 2024			九月三十日 2023
	（以千計）
淨收益（虧損）	$	3,413	$	(3,606	)	$	(3,956	)	$	(26,231	)
其他綜合收益（虧損）：
外幣折算調整		1,718		(16	)		1,536			394
其他綜合收益（虧損）		1,718		(16	)		1,536			394
綜合收益（虧損）	$	5,131	$	(3,622	)	$	(2,420	)	$	(25,837	)


大型加速歸檔人	☐	加速歸檔人	☒
非加速歸檔人	☐	小型報告公司	☐
		新興成長型企業	☐



	九月三十日			十二月 31,
	2024			2023
	（未經審計）
資產	（以千計，面值和股份金額除外）
流動資產：
現金和現金等價物	$	13,803		$	18,726
應收賬款，淨額		70,703			54,390
庫存		102,263			44,019
預付費用和其他流動資產		9,686			7,720
流動資產總額		196,455			124,855
財產和設備，淨額		5,753			4,824
善意		56,700			10,686
無形資產，淨額		44,544			1,734
其他資產		9,749			7,868
總資產	$	313,201		$	149,967
負債和股東權益
流動負債：
循環信貸額度	$	58,626		$	—
應付賬款		66,394			26,908
其他流動負債		30,689			29,424
流動負債總額		155,709			56,332
非流動債務		45,696			—
應繳所得稅		1,489			1,546
其他負債		8,488			7,012
負債總額		211,382			64,890
承付款和或有開支
股東權益
普通股，美元0.001面值- 25,000,000已獲授權的股份； 20,079,323和 17,531,702分別截至2024年9月30日和2023年12月31日的已發行和流通股份		20			18
額外的實收資本		239,345			220,185
累計赤字		(138,233	)		(134,277	)
累計其他綜合收益（虧損）		687			(849	)
股東權益總額		101,819			85,077
負債和股東權益總額	$	313,201		$	149,967


	Nine Months Ended
	September 30, 2024			September 30, 2023
	(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(3,956	)	$	(26,231	)
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization		3,261			2,912
Costs recognized on sale of acquired inventory		2,085			—
Amortization of intangible assets		4,843			761
Amortization of debt financing costs		625			108
Stock-based compensation		3,447			8,554
Deferred income taxes		(6,739	)		(178	)
Change in sales returns reserve		1,369			(2,473	)
Provision for obsolete inventory		4,690			200
Loss on impairment of assets		753			—
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable		4,344			12,563
Inventories		(43,597	)		(4,986	)
Accounts payable		30,050			19,072
Prepaid expenses and other assets		127			385
Income taxes payable		485			126
Other liabilities		(10,340	)		(2,869	)
Net cash provided (used for) by operating activities		(8,553	)		7,944
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment		(3,392	)		(1,924	)
Acquisition of a business, net of cash acquired		(77,294	)		—
Net cash used for investing activities		(80,686	)		(1,924	)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings on revolving credit facilities		242,609			149,995
Repayment of revolving credit facilities		(183,983	)		(155,787	)
Proceeds of term loan		50,000			—
Repayment of term loan		(729	)		—
Proceeds from exercise of stock options and warrants		3,004			1,718
Repurchase of common stock		(25,339	)		(974	)
Debt issuance costs		(2,897	)		(80	)
Net cash provided by (used for) financing activities		82,665			(5,128	)
Effect of exchange rate changes on cash and cash equivalents		1,651			52
Net increase (decrease) in cash and cash equivalents		(4,923	)		944
Cash and cash equivalents - beginning of period		18,726			11,396
Cash and cash equivalents - end of period	$	13,803		$	12,340

SUPPLEMENTAL DISCLOSURE OF INFORMATION
Cash paid for interest	$	4,521		$	283
Cash paid (received) for income taxes	$	70		$	175


	Common Stock						Additional Paid-In			Accumulated			Accumulated Other Comprehensive
	Shares			Amount			Capital			Deficit			Income (Loss)			Total
	(in thousands)
Balance at December 31, 2023		17,532		$	18		$	220,185		$	(134,277	)	$	(849	)	$	85,077
Net income		—			—			—			155			—			155
Other comprehensive loss, net of tax		—			—			—			—			(418	)		(418	)
Issuance of acquisition-related stock		3,450			3			38,047			—			—			38,050
Issuance of restricted stock		12			—			—			—			—			—
Stock options exercised		171			—			1,257			—			—			1,257
Stock-based compensation		—			—			1,105			—			—			1,105
Balance at March 31, 2024		21,165		$	21		$	260,594		$	(134,122	)	$	(1,267	)	$	125,226
Net loss		—			—			—			(7,524	)		—			(7,524	)
Other comprehensive income, net of tax		—			—			—			—			236			236
Issuance of restricted stock		365			—			—			—			—			—
Stock options exercised		176			1			1,683			—			—			1,684
Stock-based compensation		—			—			846			—			—			846
Repurchase of common stock		(952	)		(1	)		(15,206	)		—			—			(15,207	)
Balance at June 30, 2024		20,754		$	21		$	247,917		$	(141,646	)	$	(1,031	)	$	105,261
Net loss		—			—			—			3,413			—			3,413
Other comprehensive income, net of tax		—			—			—			—			1,718			1,718
Issuance of restricted stock		6			—			—			—			—			—
Stock options exercised		8			—			63			—			—			63
Stock-based compensation		—			—			1,496			—			—			1,496
Repurchase of common stock		(689	)		(1	)		(10,131	)		—			—			(10,132	)
Balance at September 30, 2024		20,079		$	20		$	239,345		$	(138,233	)	$	687		$	101,819


	Issuer Purchases of Equity Securities
	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
Period
July 1-31, 2024		—	$	—		—		—
August 1-31, 2024		323,940	$	14.84		4,808,876		—
September 1-30, 2024		364,449	$	14.61		5,323,310	$	21,276,667
Total		688,389	$	14.72		10,132,186


3.1			Articles of Incorporation of Turtle Beach Corporation, as amended (Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed August 6, 2018).

3.2			Amended and Restated Bylaws of Turtle Beach Corporation, amended and restated as of April 22, 2024 (Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed April 23, 2024).

10.1			Amendment No. 1 to Financing Agreement, dated August 7, 2024, by and among Turtle Beach Corporation, Voyetra Turtle Beach, Inc., VTB Holdings, Inc., each other loan party, the lenders from time to time party thereto, and Blue Torch Finance, LLC, as collateral agent and administrative agent (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 13, 2024).

10.2			Extension Letter Agreement to the Amended and Restated Loan, Guaranty and Security Agreement, dated August 7, 2024, by and among Turtle Beach Corporation, Voyetra Turtle Beach, Inc., Turtle Beach Europe Limited, and Bank of America, N.A., as administrative agent, collateral agent and security trustee for the lenders (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed August 13, 2024).

31.1 **			Certification of Cris Keirn, Principal Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 **			Certification of John T. Hanson, Principal Financial Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 **			Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Cris Keirn, Principal Executive Officer and John Hanson, Principal Financial Officer.

			Extensible Business Reporting Language (XBRL) Exhibits

101.INS			Inline XBRL Instance Document

101.SCH			Inline XBRL Taxonomy Extension Schema Document

104			Cover Page Interactive Data File (embedded within the Inline XBRL document)



			TURTLE BEACH CORPORATION

Date:	November 7, 2024	By:	/s/ JOHN T. HANSON
			John T. Hanson Chief Financial Officer and Treasurer
			(Principal Financial and Accounting Officer)