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Redeemable Noncontrolling Interest
9 Months Ended
Sep. 30, 2024
Income Amounts Attributable to Noncontrolling Interest, Disclosures [Abstract]  
Redeemable Noncontrolling Interest

15. Redeemable Noncontrolling Interest ("RNCI")

RNCI, included in temporary equity on our condensed consolidated balance sheet, of $14.4 million and $15.9 million as of September 30, 2024 and December 31, 2023, represented 19% and 29% interest in Elgato iDisplay Holdings LTD. and its related companies (together “iDisplay”), respectively, that were not acquired by Corsair. In addition, we have nonredeemable noncontrolling interest (“Non-RNCI”) in iDisplay recorded at carrying value which do not have redemption features and are classified within permanent equity in our condensed consolidated balance sheet of $10.5 million as of December 31, 2024, representing 20% interest in iDisplay not acquired by Corsair. We do not have any Non-RNCI outstanding at September 30, 2024.

RNCI that is redeemable and not solely within our control is classified within temporary equity in our condensed consolidated balance sheet. RNCI is measured at the greater of the redemption value, or the carrying value before giving effect to the redemption feature. The redemption value is calculated based on the formula stipulated in the Shareholders Agreement between the iDisplay Seller and Corsair and including the amounts for dividends not currently declared or paid, for which the payment is not solely within our control. The redemption value is remeasured each quarter and changes in the value are recognized immediately. Any resulting change in the value of the redeemable noncontrolling interest is recognized through retained earnings and this adjustment also impacts the net income or loss attributable to common stockholders of Corsair Gaming, Inc used in the net income (loss) per share calculation.

On January 1, 2022, we acquired a 51% controlling interest in iDisplay and entered into a Shareholders Agreement (the “SHA”) with the iDisplay Seller which provided a put option to the iDisplay Seller to sell and a call option for us to purchase up to 29% of the remaining interests in iDisplay. The exercise price of the put and call option under the SHA is based on certain prescribed multiples of iDisplay’s historical TTM EBITDA less any debt.

Corsair and the iDisplay Seller did not exercise their call or put option under the SHA, but instead on July 1, 2024 (the “Execution Date”), Corsair entered into a Share Purchase Amendment Agreement (the “SPAA”) with the iDisplay Seller to purchase an additional 30% ownership stake in iDisplay for a cash consideration of $19.8 million (the “Additional Purchase Transaction”). The closing conditions of the SPAA were completed on July 8, 2024 (the “Closing Date”) along with our payment of the cash consideration. As a result, our total ownership stake in iDisplay increased from 51% to 81%, and correspondingly, iDisplay Seller's ownership interest in iDisplay decreased from 49% to 19%.

The SPAA also replaced the call option and put option in the SHA with new options. Under the SPAA, a put option (the “Put Option”) was provided to the iDisplay Seller to sell up to 19% of the remaining ownership interest in iDisplay to Corsair within one year after the fifth anniversary date of the Execution Date, and a call option (the “Call Option”) was provided to Corsair to purchase up to 19% of the remaining ownership interest in iDisplay at any time after the second anniversary of the Execution Date. The exercise price of the Put Option and Call Option remain the same as the terms defined in the SHA. In addition, if the founder of iDisplay ceases to serve as the manager of iDisplay, voluntarily or with cause, we are entitled to an irrevocable call option to purchase up to 19% ownership interest in iDisplay at any time during the five years after the Execution Date and the exercise price is based on a prescribed multiple of TTM EBITDA.

According to the applicable accounting guidance, purchase of noncontrolling interest that does not result in a change in control of the subsidiary is accounted for as equity transaction. Since we continue to maintain control of iDisplay after the Additional Purchase Transaction, the net deficit of $1.6 million, net of tax impact, between the consideration paid for the additional 30%

ownership stake and its carrying value as of the Closing Date was recognized as an adjustment to our additional paid-in capital in the three months ended September 30, 2024.

Additionally, according to the SPAA, the remaining 19% interest in iDisplay not acquired by Corsair is subject to redemption by the iDisplay Seller through the Put Option. Since the redemption is not solely within our control, the carrying value of the remaining 19% interest in iDisplay is classified as temporary equity in our condensed consolidated balance sheet effective from the Closing Date.

The following table presents the changes in RNCI for the periods presented (in thousands):

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

21,667

 

 

$

15,231

 

 

$

15,937

 

 

$

21,367

 

Share of net income

 

 

114

 

 

 

114

 

 

 

838

 

 

 

566

 

Share of other comprehensive income (loss)

 

 

48

 

 

 

(118

)

 

 

(146

)

 

 

(171

)

Dividend paid

 

 

(2,202

)

 

 

(580

)

 

 

(3,362

)

 

 

(580

)

Change in redemption value

 

 

6,684

 

 

 

 

 

 

13,044

 

 

 

(6,535

)

Purchase of additional ownership interest

 

 

(20,452

)

 

 

 

 

 

(20,452

)

 

 

 

Other (1)

 

 

8,528

 

 

 

 

 

 

8,528

 

 

 

 

Balance at end of period

 

$

14,387

 

 

$

14,647

 

 

$

14,387

 

 

$

14,647

 

(1)
This amount represents the reclassification of 19% ownership of iDisplay from noncontrolling interest (presented within permanent equity) to RNCI (presented within temporary equity), effective on the Closing Date of the Additional Purchase Transaction as further described above.