Company Overview
| Company Name |
CORSAIR COMPONENTS, INC. |
| Company Address |
46221 LANDING PARKWAY FREMONT, CA 94538 |
| Company Phone |
(510) 657-8747 |
| Company Website |
www.corsair.com |
| CEO |
Andrew J. Paul |
| Employees (as of 3/31/2012) |
800 |
| State of Inc |
DE |
| Fiscal Year End |
12/31 |
| Status |
Filed (4/23/2010) |
| Proposed Symbol |
CRSR |
| Exchange |
Nasdaq National Market |
| Share Price |
12.00-14.00 |
| Shares Offered |
6,000,000 |
| Offer Amount |
$96,600,000.00 |
| Total Expenses |
$7,650,000.00 |
| Shares Over Alloted |
900,000 |
| Shareholder Shares Offered |
1,876,000 |
| Shares Outstanding |
17,152,599 |
| Lockup Period (days) |
180 |
| Lockup Expiration |
-- |
| Quiet Period Expiration |
-- |
| CIK |
0001486183 |
We estimate that the net proceeds we receive from the sale of common stock in
this offering will be approximately $42.2 million (or approximately $46.5
million if the underwriters exercise their option to purchase additional shares
of common stock in full), in each case assuming an initial public offering
price of $13.00 per share, the midpoint of the estimated price range set forth
on the cover page of this preliminary prospectus, and after deducting
underwriting discounts and commissions and estimated offering expenses payable
by us. Each $1.00 increase (decrease) in the assumed initial public offering
price per share would increase (decrease) the estimated net proceeds to us by
approximately $3.8 million (or by approximately $4.2 million if the
underwriters exercise such option in full), in each case assuming that the
number of shares of common stock sold by us, as set forth on the cover page of
this preliminary prospectus, remains the same and after deducting underwriting
discounts and commissions and estimated offering expenses payable by us. Each
100,000 share increase (decrease) in the number of shares of common stock sold
by us in this offering would increase (decrease) the net proceeds to us from
this offering by approximately $1.2 million, assuming an initial public
offering price per share equal to the midpoint of the estimated price range set
forth on the cover page of this preliminary prospectus and after deducting
underwriting discounts and commissions and estimated offering expenses payable
by us. We will not receive any proceeds from the sale of shares of our common
stock by the selling stockholders.
The principal purposes of this offering are to create a public market for our
common stock, obtain additional capital, facilitate our future access to the
public equity markets, position us to issue common stock to make acquisitions
and generally increase awareness of our company.
We intend to use the net proceeds that we receive from the sale of shares of
our common stock in this offering to repay all borrowings outstanding under our
current credit facility (whereupon the current credit facility will be
terminated and replaced by the new credit facility) and for other general
corporate purposes, which may include working capital, capital expenditures
and possible acquisitions of other businesses, products, assets or
technologies. Although one of our strategies is to grow through acquisitions,
we have no present commitments or agreements to make any acquisitions. The
manner in which we apply the net proceeds we receive from this offering and
the timing of those expenditures will vary depending on a number of factors,
including competitive and technological developments, our results of operations
and whether or not we are able to consummate any acquisitions. Our management
will have broad discretion in the application of the net proceeds we receive
from this offering, and investors will be relying on the judgment of our
management regarding the application of the proceeds. Pending the application
of the net proceeds we receive from this offering for the purposes described
above, we may invest the net proceeds in short-term interest-bearing and
similar investments, which may include interest-bearing bank accounts, money
market funds, certificates of deposit and government securities.
Amounts we repay under our current credit facility with proceeds from this
offering may be re-borrowed under the new credit facility, subject to
compliance with conditions in the new credit facility. As of March 31, 2012, we
had $27.9 million of borrowings outstanding under our revolving credit
facility, which matures on June 30, 2012, bearing interest at a weighted
average rate of 4.5% per annum. We use borrowings under our revolving credit
facility primarily for working capital, and we also used borrowings under our
revolving credit facility to finance the First Share Repurchase, Second Share
Repurchase, ESOP Share Repurchase and the Severance Share Repurchase.
We face intense competition in the markets for all of our products. We operate
in markets that are characterized by rapid technological change, constant price
pressure, rapid product obsolescence, evolving industry standards and new
demands for features and performance. We experience aggressive price
competition and other promotional activities by competitors, including in
response to declines in consumer demand and excess product supply or as
competitors seek to gain market share.
In recent years, we have added new product categories and we intend to
introduce new product categories in the future. To the extent we are
successful in adding new product categories, we will confront new competitors,
many of which may have more experience, better known brands and greater
distribution capabilities in the new product categories and markets than we do.
In addition, because of the continuing convergence of the markets for computing
devices and consumer electronics, we expect greater competition in the future
from well-established consumer electronics companies. Many of our current and
potential competitors, some of which are large, multi-national businesses, have
substantially greater financial, technical, sales, marketing, personnel and
other resources and greater brand recognition than we have. Our competitors may
be in a stronger position to respond quickly to new technologies and may be
able to design, develop, market and sell their products more effectively than
we can. In addition, some of our competitors are small or mid-sized specialty
companies, which may enable them to react to changes in industry trends or
consumer preferences or to introduce new or innovative products more quickly
than we can. As a result, our product development efforts may not be successful
or result in market acceptance of our products.
Competitors in the DRAM module, USB flash drive and solid-state drive markets.
Our primary competitors in the markets for DRAM modules and USB flash drives
include Adata, GSkill, Kingston Technology, Micron Technology through its
Crucial division, Patriot and SanDisk. Our primary competitors in the market
for solid-state drives include Intel, Micron Technology through its Crucial
division, OCZ Technology and Samsung. In that regard, we face the risk that
established semiconductor companies, such as Intel, Micron Technology, Samsung
and SanDisk, which each manufacture DRAM or NAND flash memory ICs and
incorporate them into the DRAM modules, USB flash drives or solid-state drives
they sell, or established disk drive companies, such as Seagate or Western
Digital, that sell solid-state drives, will use their lower cost structures,
widely recognized brands and other resources to price their products
substantially below ours and capture market share from us.
Competitors in the power supply unit, cooling system and computer case markets.
Our primary competitors in the markets for power supply units, cooling systems
and computer cases include Antec, Coolermaster and Thermaltake.
Competitors in the gaming peripherals market. We launched our first audio
product in the third quarter of 2010 with the introduction of our gaming
headset and our first gaming speakers in January 2011, and we have developed
other audio products since that time. Our primary competitors in the market for
audio products include Creative Labs, Klipsch, Logitech and Razer.
We launched our first gaming keyboards and mice in the third quarter of 2011.
Our primary competitors in the markets for gaming keyboards and mice, include
Logitech, Microsoft, Razer and SteelSeries.
Competitors in computer accessories. We introduced our computer case fans,
internal computer cables and Corsair Link cooling and lighting control kits in
the first quarter of 2012. Our primary competitors in the markets for case fans
include Coolermaster, Rosewill and Zalman. Our primary competitors in the
markets for internal computer cables include Nippon Labs and Rosewill. Our
primary competitors in the markets for computer case fan controllers include
NZXT and Rosewill.
Competitors in new markets. We are considering a number of other new products
and, to the extent we introduce products in new categories, we will likely
experience substantial competition from additional companies, including large
computer peripherals and consumer electronics companies with global brand
recognition and significantly greater resources than ours.
Competition from video game consoles . PC-based games may be subject to
significant competition from dedicated video game consoles, such as Microsoft’s
Xbox, Nintendo’s Wii and Sony’s PlayStation, to the extent that the processing
and graphics power of those consoles increase substantially. Our products are
not designed for use in video game consoles. As a result, our net revenues and
other operating results may suffer to the extent that consumer spending on
video game consoles and related games increases, whether as a result of the
introduction of new games or improved gaming consoles or for other reasons.
Competitive factors in our markets . We believe that the principal competitive
factors in our markets include performance, reliability, brand and associated
style and image, price, time to market with new emerging technologies, early
identification of emerging opportunities, interoperability of products and
responsive customer support on a worldwide basis.
Our ability to compete successfully is fundamental to our success in existing
and new markets. If we do not compete effectively, demand for our products
could decline, our net revenues and gross margin could decrease and we could
lose market share, which could have a material adverse effect on our business,
results of operations and financial condition.
Company Description
We are a leading designer and supplier of high-performance hardware components
for personal computers, or PCs, with our primary focus on gaming hardware. Our
product portfolio consists of (a) components used to build or upgrade PCs and
laptops, including dynamic random access memory, or DRAM,
modules, power supply
units, solid-state drives, cooling systems, computer cases, and accessories,
and (b) peripheral components used to connect PCs and laptops with users,
including gaming headsets and speakers, high capacity USB flash drives, and
gaming keyboards and mice.
Our products are purchased primarily by PC gaming enthusiasts who build or
upgrade their own high-performance computer systems or buy pre-assembled
systems in order to achieve the processing speeds and graphics capabilities
necessary to fully experience leading edge computer games. We believe that our
Corsair and Vengeance brands are leading brands among PC gaming enthusiasts,
reflecting our superior product performance, design and reliability. Over the
last five years we have introduced new gaming components and brands to
strengthen our leadership position, reinforce our overall brand image within
our market and broaden our reach to the mainstream PC gaming audience.
We believe that we are a leader in the worldwide PC gaming hardware market for
DRAM modules with our Dominator and Vengeance brands. Our Dominator product
line includes some of the world’s fastest DRAM modules. Since 2006, we have
expanded our sales into the highly fragmented gaming components and peripherals
market by adding seven additional product families, which comprised 48.3% and
51.3% of our net revenues and 55.8% and 53.1% of our gross profit for the year
ended December 31, 2011 and the three months ended March 31, 2012,
respectively. We have a global and scalable operations infrastructure with
extensive marketing and distribution channel relationships with distributors
and retailers in Europe, the Americas and the Asia Pacific region that enable
us to cost effectively and quickly bring new product lines to market.
We have established a strong brand that we believe is widely recognized and
respected in the PC gaming hardware market. During 2011, we received over 300
product awards from magazines and websites in 19 countries, of which more than
90 were Gold, Editor’s Choice, or similar awards, including a “10 out of 10”
review and Gold award for our White 600T computer case and the Editor’s Choice
award for our Force 3 solid-state drive from Hardware Heaven and The SSD
Review, respectively, both computer enthusiast websites. Over the last few
years, our products have also consistently won numerous awards from leading PC
enthusiast publications, such as Custom PC, a widely distributed computer
enthusiast magazine in the United Kingdom, and Maximum PC, a leading PC
enthusiast magazine in the United States. Maximum PC has included our
components in their “Dream Machine” gaming PC every year since 2007. We
believe that our reputation, reinforced by favorable reviews of our products
within the PC gaming community, is instrumental to building and maintaining our
market leadership.
Our products are sold to end-users in more than 60 countries through our
customers, which are primarily retailers and distributors. End-users purchase
our products primarily from online and brick-and-mortar retailers, including
leading retailers such as Newegg.com, Amazon.com, TigerDirect.com, Fry’s
Electronics, Micro Center and Best Buy in the United States, Amazon.de in
Germany, and PC World in the United Kingdom.
For the year ended December 31, 2011, we generated net revenues of $455.2
million, gross profit of $74.4 million, net income of $19.4 million and
adjusted net income of $16.7 million. For the three months ended March 31,
2012, we generated net revenues of $132.6 million, gross profit of $20.3
million, net income of $3.1 million and adjusted net income of $3.9 million.
Adjusted net income (loss) is not a financial measure under generally accepted
accounting principles, or GAAP.
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We were founded in 1994 as a California corporation and reincorporated in the
State of Delaware in 2007. Our executive offices are located at 46221 Landing
Parkway, Fremont, California 94538 and our telephone number is (510) 657-8747.
Our website address is www.corsair.com.