0000950170-24-030883 | 10-K | XBRL Viewer

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Allowance for Sales Returns - Schedule of Allowances for Sales Returns (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance, beginning of period	$ 37,455	$ 34,728
Balance, end of period	37,052	37,455	$ 34,728
Sales Returns and Allowances
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance, beginning of period	7,817	8,997	11,233
Reserve accrual	16,254	15,574	21,506
Recoveries and deductions, net	(15,622)	(16,754)	(23,742)
Balance, end of period	$ 8,449	$ 7,817	$ 8,997

Commitments and Contingencies - Schedule of Future Minimum Rental Payments for Operating Leases (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2024	$ 1,437
2025	1,451
2026	1,361
2027	1,383
2028	1,201
Thereafter	1,980
Total minimum payments	8,813
Less: Imputed interest	(1,081)
Total	$ 7,732

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Allowances and discounts	$ 37,052	$ 37,455
Common stock par value (in dollars per share)	$ 0.001	$ 0.001
Common stock shares authorized	25,000,000	25,000,000
Common stock shares issued	17,531,702	16,569,173
Common stock shares outstanding	17,531,702	16,569,173

Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

Note 5. Goodwill and Other Intangible Assets

Intangible Assets

Identifiable intangible assets, and related accumulated amortization, as of December 31, 2023 and 2022 consist of:


	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


	December 31, 2022
	Gross Carrying Value			Accumulated Amortization			Net Book Value
	(in thousands)
Customer relationships	$	8,085		$	6,750		$	1,335
Tradenames		3,066			2,147			919
Developed technology		1,884			1,495			389
Foreign currency		(1,375	)		(1,344	)		(31	)
Total Intangible Assets	$	11,660		$	9,048		$	2,612

(1)

The accumulated amortization includes $1.9 million of accumulated impairment charges as of 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.

During the fourth quarter of 2022, the Company made the decision to increasingly leverage the Turtle Beach brand across our product portfolio including PC products over time. Due to this decision, the Company prepared an impairment calculation to determine the fair value of the ROCCAT tradename asset using the relief from royalty method. As a result of the present value calculation, the Company recorded an impairment charge of $0.8 million for the ROCCAT tradename intangible asset.

During the fourth quarter of 2022, as part of the 2023 annual operating and strategic plan process, the Company made the decision to transition microphone products to the Turtle Beach brand. As a result of this decision, there was no longer a basis for carrying the remaining net intangible assets related to the Neat brand. In the fourth quarter 2022, the Company recorded an impairment charge of $1.1 million related to the remaining Neat net intangible assets.

Amortization expense related to definite lived intangible assets was $1.0 million, $1.2 million and $1.3 million for the years ended December 31, 2023, 2022 and 2021, respectively.

As of December 31, 2023, estimated annual amortization expense related to definite lived intangible assets in future periods is as follows:


	(in thousands)
2024	$	1,006
2025		425
2026		170
Thereafter		-
Total	$	1,601

All goodwill is attributable to the gaming accessories reporting unit. Changes in the carrying values of goodwill for twelve months ended December 31, 2023 are as follows:


	(in thousands)
Balance as of January 1, 2023	$	10,686
No Activity		-
Balance as of December 31, 2023	$	10,686

Equity and Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Stock Activity and Total Number of Shares Available for Grant

The following table presents the stock activity and the total number of shares available for grant as of December 31, 2023:


	(in thousands)
Balance at December 31, 2022		550
Plan Amendment		1,049
Options cancelled		21
Restricted stock granted		(520	)
Forfeited/ Expired restricted stock added back		28
Performance-Based restricted stock unearned		94
Performance-Based restricted stock granted		(163	)
Balance at December 31, 2023		1,059

Stock-based Compensation Expense

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


	Year ended December 31,
	2023		2022		2021
	(in thousands)
Cost of revenue	$	824	$	433	$	343
Selling and marketing		2,475		2,028		1,746
Research and development		1,870		1,444		1,379
General and administrative		6,814		4,079		4,188
Total stock-based compensation	$	11,983	$	7,984	$	7,656

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, 2022		1,577,545		$	7.66		5.81	$	2,465,015
Granted		-			-
Exercised		(515,089	)		4.39
Forfeited		(21,004	)		16.45
Outstanding at December 31, 2023		1,041,452		$	9.10		4.22	$	3,137,285
Vested and expected to vest at December 31, 2023		1,040,873		$	9.22		4.22	$	3,136,393
Exercisable at December 31, 2023		984,120		$	9.23		4.09	$	2,975,342

Restricted Stock Awards

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Restricted Stock Activity


	Shares			Weighted Average Grant Date Fair Value Per Share
Nonvested restricted stock at December 31, 2022		865,446		$	18.75
Granted		519,533			9.98
Vested		(591,801	)		16.36
Shares forfeited		(28,236	)		15.83
Nonvested restricted stock at December 31, 2023		764,942		$	14.76

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

Equity and Stock-Based Compensation - Additional Information (Details) - USD ($)			12 Months Ended			56 Months Ended
	Mar. 03, 2023	Apr. 01, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2023	Apr. 09, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock repurchase activity, authorized amount							$ 15,000,000.0
Stock repurchase program, period	2 years
Stock repurchase program expiration date		Apr. 09, 2023
Stock repurchased during period, shares						600,000
Stock repurchased during period, value			$ 974,000		$ 4,882,000	$ 8,400,000
Forfeiture period after ending employment			90 days
Stock-based compensation expenses related payroll			$ 4,000,000
Employee service share-based compensation, tax benefit from compensation expense			300,000	$ 200,000	2,200,000
Option exercised, intrinsic value			$ 3,300,000	$ 800,000	$ 13,600,000
Number of options granted			0	0
Weighted average grant date fair value of options granted (in dollars per share)					$ 14.89
Estimated grant date fair value of options vested			$ 1,000,000.0	$ 4,200,000	$ 2,600,000
Stock-based compensation			$ 11,983,000	$ 7,984,000	7,656,000
Non-Executives
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Forfeiture rate			10.00%
Executive Officer
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Forfeiture rate			0.00%
Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Award expiration period			10 years
Total unrecognized compensation cost			$ 400,000			400,000
Compensation cost not yet recognized, period for recognition			4 months 24 days
Restricted Stock Awards
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Award restriction period			3 years
Total unrecognized compensation cost			$ 8,300,000			$ 8,300,000
Compensation cost not yet recognized, period for recognition			2 years 2 months 12 days
Outstanding balance			764,942	865,446		764,942
Performance Based Restricted Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Outstanding balance			162,672			162,672
Vesting period			3 years
Stock-based compensation			$ 1,700,000	$ 0	$ 1,000,000
Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock repurchase activity, authorized amount		$ 25,000,000
Maximum \| Performance Based Restricted Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Adjusted EBITDA percentage			200.00%
Minimum \| Performance Based Restricted Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Adjusted EBITDA percentage			0.00%

Goodwill and Other Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Finite-lived Intangible Assets [Roll Forward]
Total intangible assets, gross carrying value	$ 11,876	$ 11,660
Finite-lived intangible assets, accumulated amortization	10,142	9,048
Total intangible assets, net book value	1,734	2,612
Total	1,601
Finite-lived intangible assets, gross carrying value	(1,159)	(1,375)
Finite-lived intangible assets, accumulated amortization	(1,292)	(1,344)
Total	133	(31)
Customer Relationships
Finite-lived Intangible Assets [Roll Forward]
Finite-lived intangible assets, gross carrying value	8,085	8,085
Finite-lived intangible assets, accumulated amortization	7,214	6,750
Total	871	1,335
Trade Names
Finite-lived Intangible Assets [Roll Forward]
Finite-lived intangible assets, gross carrying value	3,066	3,066
Finite-lived intangible assets, accumulated amortization	2,607	2,147
Total	459	919
Developed Technology
Finite-lived Intangible Assets [Roll Forward]
Finite-lived intangible assets, gross carrying value	1,884	1,884
Finite-lived intangible assets, accumulated amortization	1,613	1,495
Total	$ 271	$ 389

Income Taxes - Schedule of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Federal:
Current	$ 4	$ (579)	$ (511)
Deferred	8	4,667	701
Total Federal	12	4,088	190
State and Local:
Current	(539)	(762)	769
Deferred	17	1,602	346
Total State and Local	(522)	840	1,115
Foreign
Current	848	255	1,051
Deferred		(90)	72
Total Foreign	848	165	1,123
Total	$ 338	$ 5,093	$ 2,428

Income Taxes - Summary of Income Tax Examinations (Details)	12 Months Ended
	Dec. 31, 2023
U.S. Federal \| Earliest Tax Year
Income Tax Contingency [Line Items]
Open Years	2020
U.S. Federal \| Latest Tax Year
Income Tax Contingency [Line Items]
Open Years	2022
U.S. State and Local \| Earliest Tax Year
Income Tax Contingency [Line Items]
Open Years	2019
U.S. State and Local \| Latest Tax Year
Income Tax Contingency [Line Items]
Open Years	2022
Non-U.S. \| Earliest Tax Year
Income Tax Contingency [Line Items]
Open Years	2020
Non-U.S. \| Latest Tax Year
Income Tax Contingency [Line Items]
Open Years	2022

Selected Quarterly Financial Data - Unaudited - Summary of Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Quarterly Financial Information Disclosure [Abstract]
Net revenue	$ 99,538	$ 59,158	$ 47,982	$ 51,444	$ 100,900	$ 51,304	$ 41,300	$ 46,662	$ 258,122	$ 240,166	$ 366,354
Gross Profit	31,804	17,689	11,872	14,139	20,018	7,258	7,882	14,029	75,504	49,187	128,383
Net income (loss)	$ 8,552	$ (3,606)	$ (15,920)	$ (6,705)	$ (23,233)	$ (12,011)	$ (17,826)	$ (6,476)	$ (17,679)	$ (59,546)	$ 17,721
Earnings (Loss) Per Share
Basic	$ 0.49	$ (0.21)	$ (0.93)	$ (0.4)	$ (1.4)	$ (0.73)	$ (1.08)	$ (0.4)	$ (1.03)	$ (3.62)	$ 1.11
Diluted	$ 0.47	$ (0.21)	$ (0.93)	$ (0.4)	$ (1.4)	$ (0.73)	$ (1.08)	$ (0.4)	$ (1.03)	$ (3.62)	$ 0.97

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.

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The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Summary of Significant Accounting Policies - Summary of Property and Equipment, Net (Details)	Dec. 31, 2023
Machinery and equipment
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Software and software development \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life	2 years
Software and software development \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Tooling
Property, Plant and Equipment [Line Items]
Estimated useful life	2 years
Leasehold improvements
Property, Plant and Equipment [Line Items]
PropertyPlantAndEquipmentUsefulLifeDescriptionOfTermExtensibleEnumeration	us-gaap:UsefulLifeShorterOfTermOfLeaseOrAssetUtilityMember
Demonstration units and convention booths \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life	1 year
Demonstration units and convention booths \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life	2 years

Equity and Stock-Based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock-based compensation	$ 11,983	$ 7,984	$ 7,656
Cost of revenue
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock-based compensation	824	433	343
Selling and marketing
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock-based compensation	2,475	2,028	1,746
Research and development
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock-based compensation	1,870	1,444	1,379
General and administrative
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock-based compensation	$ 6,814	$ 4,079	$ 4,188

Net Income (Loss) Per Share - Schedule of Antidilutive Securities Excluded from Computation of Diluted Net Income per Share of Common Stock (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	2,778	3,118	1,015
Stock options
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	1,374	1,669	721
Restricted Stock Awards
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	1,404	1,449	294

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating Loss Carryforwards [Line Items]
Change in valuation allowance for deferred tax assets	$ 2,800,000	$ 18,400,000
Unrecognized tax positions of prior years due to settled tax positions	100,000	$ 300,000
Offset valuation allowance	300,000
Unrecognized tax benefits that would impact effective tax rate	2,000,000
Decrease for tax positions of current years	700,000
Unrecognized tax benefits inclusive of interest and penalties	2,900,000
Interest and penalties	600,000
Undistributed earnings of foreign subsidiaries	$ 16,100,000
Excise tax due to inflation reduction act	0.00%	1.00%
State and Local Jurisdiction
Operating Loss Carryforwards [Line Items]
Credit carryforwards	$ 400
2029 \| Federal
Operating Loss Carryforwards [Line Items]
NOL available to offset future income	26,200,000
2029 \| State and Local Jurisdiction
Operating Loss Carryforwards [Line Items]
NOL available to offset future income	48,000,000
2042 \| Federal
Operating Loss Carryforwards [Line Items]
Credit carryforwards	$ 800

Credit Facilities and Long-Term Debt

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Credit Facilities and Long-Term Debt

Note 6. Credit Facilities and Long-Term Debt

The Company had no outstanding balance related to its revolving credit facility as of December 31, 2023.

Total interest expense, inclusive of amortization of deferred financing costs, on long-term debt obligations was $0.6 million, $1.2 million and $0.4 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Amortization of deferred financing costs was $0.1 million for the year ended December 31, 2023, and $0.2 million for each of the years ended December 31, 2022 and 2021, 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 April 1, 2025 and provides for a line of credit of up to $80 million inclusive of a sub-facility limit of $15 million for TB Europe, a wholly-owned subsidiary of Turtle Beach. In addition, the Credit Facility provides for a $40 million accordion feature.

On March 10, 2023, the Company entered into a Third Amendment to Amended and Restated Loan, Guaranty and Security Agreement (the “Third 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 Third Amendment provided for, among other things: (i) extending the maturity date of the Credit Facility from March 5, 2024 to April 1, 2025; (ii) updating the interest rate and margin terms; (iii) removing the FILO Loan facility; (iv) updating the sub-facility limit for TB Europe to $15 million; (v) increasing our undrawn commitment fee by 0.125%; and (vi) transitioning the reference interest rates from LIBOR to BSBY, SONIA and EUIBOR, as applicable.

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, and (iii) 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 1.50% and 3.50% or BSBY rate loans, 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. During 2023, interest rates for outstanding borrowings were 11.00% for base rate loans and 8.90% for SONIA rate loans.

The Company is subject to quarterly financial covenant testing if certain availability thresholds are not met or certain other events occur (as defined in the Credit Facility). 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 the Company's ability to take certain actions, including its 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 December 31, 2023, the Company was in compliance with all the financial covenants under the Credit Facility, as amended, and excess borrowing availability was approximately $60.6 million.

Composition of Certain Financial Statement Items - Other Non-operating Expense (Income), Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Other Income and Expenses [Abstract]
Change in fair value of contingent consideration			$ (1,928)
Other non-operating expense (income)	$ 394	$ 1,753	1,827
Total other non-operating expense (income),net	$ 394	$ 1,753	$ (101)

Subsequent Event

12 Months Ended

Dec. 31, 2023

Subsequent Events [Abstract]

Subsequent Event

Note 13. Subsequent Event

Merger Agreement

On March 13, 2024, Turtle Beach entered into an acquisition agreement (the “PDP Merger Agreement”) pursuant to which we acquired all the issued and outstanding equity of Performance Design Products, LLC (“PDP”), for consideration valued at $118 million, structured as a merger between a subsidiary of Turtle Beach and FSAR Holdings, Inc., the parent of PDP (the “PDP Transaction”). PDP was a privately held gaming accessories leader that designs and distributes video game accessories, including controllers, headsets, power supplies, cases, and other accessories. Consideration for the transaction consisted of issuance of 3.45 million shares of our common stock (the “Stock Consideration”) and approximately $79.9 million in cash, subject to customary post-closing adjustments.

In connection with the PDP Merger Agreement, we simultaneously entered into a Stockholder Agreement with the holders of the Stock Consideration, pursuant to which such equityholders received two demand registration rights and the right to annually designate one candidate for our Board of Directors for so long as such holders continue to hold 10% or more of the outstanding shares of our common stock. Such equityholders also agreed to take certain actions to further support our ongoing operations, including to vote in favor of the Board’s directorship nominees and refrain from engaging in solicitations or proxies in opposition to such nominees.

Term Loan Facility

On March 13, 2024, the Company entered into a new financing agreement (the “Term Loan Financing Agreement”) by and among the Company, Voyetra Turtle Beach, Inc., a Delaware corporation, as borrower (“VTB”), VTB Holdings, Inc., a Delaware corporation, as holdings (“VTBH”), each subsidiary of the Company listed as a guarantor on the signature pages thereto, the lenders from time to time party thereto, and Blue Torch Finance, LLC, a Delaware limited liability company, as administrative agent and collateral agent (“Blue Torch”), pursuant to which

Blue Torch made a loan to VTB in the aggregate amount of $50 million (the “Term Loan Facility”), the proceeds of which were used to (a) fund a portion of the purchase price in the PDP Transaction; (b) repay certain existing indebtedness of PDP, (c) for general corporate purposes; and (d) to pay fees and expenses related to such transactions. 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) will mature on March 13, 2027; (b) will bear 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.

Amendment to Credit Facility

On March 13, 2024, the Company entered into a Fourth Amendment to the Credit Facility (the “Fourth Amendment”). The Fourth Amendment provides for, among other things: (i) permitting the PDP Transaction; (ii) revising the calculation of the US Borrowing Base to include certain assets of PDP acquired in connection with the PDP Transaction equal to the lesser of (a) the sum of the 50% of the value of eligible US accounts and inventory of PDP, (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) updating the interest rate and margin terms such that the loans will bear interest at a rate equal to (i) SOFR, (ii) the US Base Rate, (iii) the Sterling Overnight Index Average Reference Rate (“SONIA”) for loans denominated in Sterling, and (iv) 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.

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Pay vs Performance Disclosure
Net Income (Loss)	$ 8,552	$ (3,606)	$ (15,920)	$ (6,705)	$ (23,233)	$ (12,011)	$ (17,826)	$ (6,476)	$ (17,679)	$ (59,546)	$ 17,721

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Effective Income Tax Rate Reconciliation, Percent [Abstract]
U.S. Operations	$ (20,116)	$ (53,947)	$ 15,146
Foreign Operations	2,775	(506)	5,003
Income (loss) before income tax	$ (17,341)	$ (54,453)	$ 20,149
Federal statutory rate	21.00%	21.00%	21.00%
Provision (benefit) for income taxes at federal statutory rate	$ (3,642)	$ (11,435)	$ 4,231
State taxes, net of federal benefit	(385)	(2,098)	812
Foreign tax rate differential	135	90	(60)
Change in valuation allowance	2,850	18,353
Excess tax benefit recognized	287	(232)	(2,159)
Foreign Derived Intangible Income			(976)
Foreign tax credit	(96)		(770)
Research and development credit	(558)	(400)	(878)
Global intangible low taxed income	858	325	530
Change in unrecognized tax benefits	(330)	(382)	673
Section 162(m)	1,237	395	634
Other	(18)	477	391
Total	$ 338	$ 5,093	$ 2,428

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Schedule of Product Warranty Liability

The following table provides the changes in our product warranties, which are included in other current liabilities:


	Year ended December 31,
	2023			2022			2021
	(in thousands)
Warranty, beginning of period	$	618		$	856		$	1,039
Warranty costs accrued		721			380			674
Settlements of warranty claims		(669	)		(618	)		(857	)
Warranty, end of period	$	670		$	618		$	856

Components of the Right-of-Use Assets and Lease Liabilities

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


	Balance Sheet Classification	December 31, 2023
		(in thousands)
Right-of-use assets	Other assets	$	7,006

Lease liability obligations, current	Other current liabilities	$	1,251
Lease liability obligations, noncurrent	Other liabilities		6,481
Total lease liability obligations		$	7,732
Weighted-average remaining lease term (in years)			5.8
Weighted-average discount rate			4.3	%

Schedule of Future Minimum Rental Payments for Operating Leases

Approximate future minimum lease payments for the Company’s right of use assets over the remaining lease periods as of December 31, 2023:


	(in thousands)
2024	$	1,437
2025		1,451
2026		1,361
2027		1,383
2028		1,201
Thereafter		1,980
Total minimum payments		8,813
Less: Imputed interest		(1,081	)
Total	$	7,732

Subsequent Event - Additional Information (Details) - USD ($) shares in Thousands	Mar. 13, 2024	Mar. 12, 2024
Term Loan Facility [Member] \| Maximum [Member]
Subsequent Event [Line Items]
Debt leverage ratio	2.25
Term Loan Facility [Member] \| Minimum [Member]
Subsequent Event [Line Items]
Debt leverage ratio	2.25
Subsequent Event [Member] \| Term Loan Facility [Member]
Subsequent Event [Line Items]
Maximum borrowing capacity	$ 50,000
Monthly amortize percentage	0.20833%
Third year interest percetage	0.41667%
Prepayment premium interest percentage	3.00%
Expiration date	Mar. 13, 2027
Subsequent Event [Member] \| Term Loan Facility [Member] \| Base Rate [Member] \| Maximum [Member]
Subsequent Event [Line Items]
Basis spread on variable rate	7.25%
Subsequent Event [Member] \| Term Loan Facility [Member] \| Base Rate [Member] \| Minimum [Member]
Subsequent Event [Line Items]
Basis spread on variable rate	6.75%
Subsequent Event [Member] \| Term Loan Facility [Member] \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] \| Maximum [Member]
Subsequent Event [Line Items]
Basis spread on variable rate	8.25%
Subsequent Event [Member] \| Term Loan Facility [Member] \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] \| Minimum [Member]
Subsequent Event [Line Items]
Basis spread on variable rate	7.75%
Subsequent Event [Member] \| PDP Merger Agreement [Member] \| Fourth Amendment [Member]
Subsequent Event [Line Items]
Maximum borrowing capacity	$ 15,000,000
Expiration date	Mar. 13, 2027	Apr. 01, 2025
Aggregate Revolver Commitments	30.00%
Subsequent Event [Member] \| PDP Merger Agreement [Member] \| Fourth Amendment [Member] \| Base Rate [Member] \| Maximum [Member]
Subsequent Event [Line Items]
Basis spread on variable rate	2.50%
Subsequent Event [Member] \| PDP Merger Agreement [Member] \| Fourth Amendment [Member] \| Base Rate [Member] \| Minimum [Member]
Subsequent Event [Line Items]
Basis spread on variable rate	0.50%
Subsequent Event [Member] \| PDP Merger Agreement [Member] \| Fourth Amendment [Member] \| SOFR ,SONIA and EUIBOR Loans [Member] \| Maximum [Member]
Subsequent Event [Line Items]
Basis spread on variable rate	3.50%
Subsequent Event [Member] \| PDP Merger Agreement [Member] \| Fourth Amendment [Member] \| SOFR ,SONIA and EUIBOR Loans [Member] \| Minimum [Member]
Subsequent Event [Line Items]
Basis spread on variable rate	1.75%
Subsequent Event [Member] \| PDP Merger Agreement [Member] \| Performance Design Products, LLC [Member]
Subsequent Event [Line Items]
Business combination, consideration value	$ 118,000,000
Stock consideration	3,450
Cash consideration	$ 79,900
Percentage of holding shares	10.00%

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Fair Value Measurement

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurement

Note 2. 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 and the revolving line of credit. As of December 31, 2023 and 2022, the Company has 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 the Company’s financial instruments at December 31, 2023 and 2022:


	December 31, 2023				December 31, 2022
	Reported		Fair Value		Reported		Fair Value
	(in thousands)
Financial Assets and Liabilities:
Cash and cash equivalents	$	18,726	$	18,726	$	11,396	$	11,396
Credit Facility	$	—	$	—	$	19,053	$	19,053

Cash equivalents are stated at amortized cost, which approximates fair value as of the consolidated balance sheet dates, due to the short period of time to maturity; and accounts receivable and accounts payable are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment. The carrying value of the Credit Facility equals fair value as the stated interest rate approximates market rates currently available to the Company.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Fair Value Measurement (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Summary of Carrying Amounts and Estimated Fair Values of Financial Instruments

The following is a summary of the carrying amounts and estimated fair values of the Company’s financial instruments at December 31, 2023 and 2022:


	December 31, 2023				December 31, 2022
	Reported		Fair Value		Reported		Fair Value
	(in thousands)
Financial Assets and Liabilities:
Cash and cash equivalents	$	18,726	$	18,726	$	11,396	$	11,396
Credit Facility	$	—	$	—	$	19,053	$	19,053

Segment Information (Tables)

12 Months Ended

Dec. 31, 2023

Segment Reporting [Abstract]

Schedule of Total Net Revenues

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


	Year Ended
	December 31,
	2023		2022		2021
	(in thousands)
North America	$	186,279	$	163,605	$	244,430
Europe and Middle East		62,015		58,917		99,685
Asia Pacific		9,828		17,644		22,239
Total net revenues	$	258,122	$	240,166	$	366,354

Property and Equipment Net Based on Location

The following table represents property and equipment, net based on physical location:


	Year Ended
	December 31,
	2023		2022
	(in thousands)
United States	$	3,888	$	5,045
International		936		1,317
Total	$	4,824	$	6,362

Composition of Certain Financial Statement Items - Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Condensed Consolidated Balance Sheet Components [Abstract]
Accrued employee expenses	$ 3,944	$ 4,171
Accrued marketing	3,335	4,147
Accrued royalty	5,275	2,527
Accrued tax-related payables	5,206	4,159
Accrued freight	2,917	1,746
Accrued expenses	8,747	8,683
Total other current liabilities	$ 29,424	$ 25,433

Net Income (Loss) Per Share

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Net Income (Loss) Per Share

Note 8. 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:


	Year Ended
	December 31,
	2023			2022			2021
	(in thousands, except per-share data)
Net income (loss)	$	(17,679	)	$	(59,546	)	$	17,721

Weighted average common shares outstanding — Basic		17,135			16,450			15,915
Plus incremental shares from assumed conversions:
Dilutive effect of restricted stock		—			—			438
Dilutive effect of stock options		—			—			1,348
Dilutive effect of warrants		—			—			550
Weighted average common shares outstanding — Diluted		17,135			16,450			18,251
Net income (loss) per share:
Basic	$	(1.03	)	$	(3.62	)	$	1.11
Diluted	$	(1.03	)	$	(3.62	)	$	0.97

Incremental shares from stock options and restricted stock awards are computed by 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, unrecognized compensation expense for outstanding awards and the estimated tax benefit of the assumed exercises.


		Year Ended
		December 31,
		2023		2022		2021
	(in thousands)
Stock options			1,374		1,669		721
Unvested restricted stock awards			1,404		1,449		294
Total			2,778		3,118		1,015

Composition of Certain Financial Statement Items - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Condensed Consolidated Balance Sheet Components [Abstract]
Depreciation and amortization	$ 3,830	$ 4,578	$ 4,052

Equity and Stock-Based Compensation - Stock Activity and Total Number of Shares Available for Grant (Details)	12 Months Ended
	Dec. 31, 2023 shares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Shares Available for Grant [Roll Forward]
Balance, beginning of period	550,000
Plan Amendment	1,049,000
Options cancelled	21,004
Forfeited/ Expired restricted stock added back	28,000
Performance-based restricted stock unearned	94,000
Performance-Based restricted stock granted	(163,000)
Balance, end of period	1,059,000
Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award, Options, Shares Available for Grant [Roll Forward]
Stock granted	(519,533)

Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Valuation And Qualifying Accounts Disclosure [Line Items]
Balance, beginning of period	$ 37,455	$ 34,728
Balance, end of period	37,052	37,455	$ 34,728
Allowance for sales returns
Valuation And Qualifying Accounts Disclosure [Line Items]
Balance, beginning of period	7,817	8,997	11,233
Additions	16,254	15,574	21,506
Deductions / Other	(15,622)	(16,754)	(23,742)
Balance, end of period	8,449	7,817	8,997
Allowance for cash discounts
Valuation And Qualifying Accounts Disclosure [Line Items]
Balance, beginning of period	29,545	25,629	18,649
Additions	27,673	29,714	15,794
Deductions / Other	(28,630)	(25,798)	(8,814)
Balance, end of period	28,588	29,545	25,629
Allowance for doubtful accounts
Valuation And Qualifying Accounts Disclosure [Line Items]
Balance, beginning of period	93	102	15
Additions	(3)	(23)	468
Deductions / Other	81	14	(381)
Balance, end of period	15	93	$ 102
Valuation allowance for deferred tax assets
Valuation And Qualifying Accounts Disclosure [Line Items]
Balance, beginning of period	19,244
Additions	2,850	19,244
Balance, end of period	$ 22,094	$ 19,244

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Net revenue	$ 258,122	$ 240,166	$ 366,354
Cost of revenue	182,618	190,979	237,971
Gross profit	75,504	49,187	128,383
Operating expenses:
Selling and marketing	43,489	47,090	58,883
Research and development	17,137	19,123	17,490
General and administrative	31,321	32,558	31,579
Goodwill and other intangible asset impairment		1,896
Total operating expenses	91,947	100,667	107,952
Operating income (loss)	(16,443)	(51,480)	20,431
Interest expense, net	504	1,220	383
Other non-operating expense (income), net	394	1,753	(101)
Income (loss) before income tax	(17,341)	(54,453)	20,149
Income tax expense (benefit)	338	5,093	2,428
Net income (loss)	$ (17,679)	$ (59,546)	$ 17,721
Net income per share:
Basic (in dollars per share)	$ (1.03)	$ (3.62)	$ 1.11
Diluted (in dollars per share)	$ (1.03)	$ (3.62)	$ 0.97
Weighted average number of shares:
Basic (in shares)	17,135	16,450	15,915
Diluted (in shares)	17,135	16,450	18,251

Equity and Stock-Based Compensation

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Equity and Stock-Based Compensation

Note 9. Equity and Stock-Based Compensation

Stock Repurchase Activity

On April 9, 2019, the 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 Company’s Board of Directors approved an extension and expansion of this repurchase program to acquire up to $25 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 the stock repurchase plan. As of December 31, 2023, the Company has repurchased 0.6 million shares of its common stock for a total cost of $8.4 million.

Stock-Based Compensation

On October 30, 2013, the Board of Directors adopted, and on December 27, 2013, the stockholders approved, the 2013 Stock-Based Incentive Compensation Plan (the “2013 Plan”), which was subsequently amended at the 2019 annual meeting of stockholders and at the 2021 annual meeting of stockholders to increase the total number of shares of common stock authorized for grant. The Company’s stock-based compensation program is a broad-based program designed to attract and retain employees while also aligning employees’ interests with the interests of the Company's stockholders. In addition, members of the Board of Directors participate in the stock-based compensation program in connection with their service on the board.

Stock option awards outstanding under the 2013 Plan are time-based and granted at exercise prices which are equal to the market value of the Company’s common stock on the grant date and expire no later than ten years from the date of grant, but only to the extent they have vested. The options generally vest as specified in the option agreements subject, in some instances, to acceleration in certain circumstances. The restrictions on restricted stock generally lapse over a three-year period from the date of the grant. In the event a participant terminates

employment with the Company, any vested stock options, and any restricted stock still subject to restrictions are generally forfeited if they are not exercised within 90 days.

The following table presents the stock activity and the total number of shares available for grant as of December 31, 2023:


	(in thousands)
Balance at December 31, 2022		550
Plan Amendment		1,049
Options cancelled		21
Restricted stock granted		(520	)
Forfeited/ Expired restricted stock added back		28
Performance-Based restricted stock unearned		94
Performance-Based restricted stock granted		(163	)
Balance at December 31, 2023		1,059

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


	Year ended December 31,
	2023		2022		2021
	(in thousands)
Cost of revenue	$	824	$	433	$	343
Selling and marketing		2,475		2,028		1,746
Research and development		1,870		1,444		1,379
General and administrative		6,814		4,079		4,188
Total stock-based compensation	$	11,983	$	7,984	$	7,656

Forfeitures on option grants are estimated at 10% based on evaluation of historical and expected future turnover for non-executives and 0% for executives. Stock-based compensation expense was recorded net of estimated forfeitures, such that expense was recorded only for those stock-based awards that are 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).

On May 1, 2023, the Company announced that the Company and Juergen Stark, Chairman, Chief Executive Officer and President of the Company, agreed that Mr. Stark would not continue as Chairman, Chief Executive Officer and President of the Company, with his employment to terminate effective as of the close of business on June 30, 2023. On May 2, 2023, the Company entered into a separation agreement with Mr. Stark, resulting in an acceleration of the total stock-based compensation associated with equity awards granted to him. During the year ended December 31, 2023, the Company recorded a total of $4.0 million in stock-based compensation expenses and related payroll that would not have been recognized if Mr. Stark had not announced his retirement.

The associated tax benefit recognized on the consolidated statements of operations for the fiscal years ended December 31, 2023, 2022 and 2021 was approximately $0.3 million, $0.2 million and $2.2 million, respectively.

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, 2022		1,577,545		$	7.66		5.81	$	2,465,015
Granted		-			-
Exercised		(515,089	)		4.39
Forfeited		(21,004	)		16.45
Outstanding at December 31, 2023		1,041,452		$	9.10		4.22	$	3,137,285
Vested and expected to vest at December 31, 2023		1,040,873		$	9.22		4.22	$	3,136,393
Exercisable at December 31, 2023		984,120		$	9.23		4.09	$	2,975,342

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 option exercises was $3.3 million, $0.8 million and $13.6 million for the years ended December 31, 2023, 2022 and 2021, respectively.

As of December 31, 2023, total unrecognized compensation cost related to non-vested stock options granted to employees was $0.4 million, which is expected to be recognized over a remaining weighted average vesting period of 0.4 years.

No options were granted during the years ended December 31, 2023 and 2022. The weighted average grant date fair value of options granted during the year ended December 31, 2021 was $14.89. The total estimated fair value of employee options vested during the three years ended December 31, 2023 was $1.0 million, $4.2 million and $2.6 million, respectively.

Restricted Stock Activity


	Shares			Weighted Average Grant Date Fair Value Per Share
Nonvested restricted stock at December 31, 2022		865,446		$	18.75
Granted		519,533			9.98
Vested		(591,801	)		16.36
Shares forfeited		(28,236	)		15.83
Nonvested restricted stock at December 31, 2023		764,942		$	14.76

As of December 31, 2023, total unrecognized compensation cost related to the nonvested restricted stock awards granted was $8.3 million, which is expected to be recognized over a remaining weighted average vesting period of 2.2 years.

Performance-Based Restricted Share Units

As of December 31, 2023, the Company had 162,672 performance-based restricted share units outstanding. The vesting of performance-based restricted share units is determined over a three-year period 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%. Included in the Company’s share-based compensation was expense recognized for the Company’s performance-based restricted share unit awards of $1.7 million in 2023 and $1.0 million in 2021. There was no stock-based compensation expense recorded in 2022 as the performance conditions were not achieved.

Segment Information - Schedule of Total Net Revenues (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenues from External Customers and Long-Lived Assets [Line Items]
Net revenue	$ 99,538	$ 59,158	$ 47,982	$ 51,444	$ 100,900	$ 51,304	$ 41,300	$ 46,662	$ 258,122	$ 240,166	$ 366,354
North America
Revenues from External Customers and Long-Lived Assets [Line Items]
Net revenue									186,279	163,605	244,430
Europe and Middle East
Revenues from External Customers and Long-Lived Assets [Line Items]
Net revenue									62,015	58,917	99,685
Asia Pacific
Revenues from External Customers and Long-Lived Assets [Line Items]
Net revenue									$ 9,828	$ 17,644	$ 22,239

- Definition

+ References

+ Details

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Property and Equipment

Property and equipment are presented at cost less accumulated depreciation and amortization. Repairs and maintenance expenditures are expensed as incurred. Depreciation and amortization are computed on a straight-line basis over the following estimated useful lives:


		Estimated Life
Machinery and equipment		3 years
Software and software development		2-5 years
Furniture and fixtures		5 years
Tooling		2 years
Leasehold improvements		Term of lease or economic life of asset, if shorter
Demonstration units and convention booths		1-2 years

Property and equipment, net consists of the following:


	December 31, 2023			December 31, 2022
	(in thousands)
Machinery and equipment	$	2,597		$	2,373
Software and software development		2,438			2,396
Furniture and fixtures		1,700			1,713
Tooling		11,250			9,901
Leasehold improvements		1,988			2,050
Demonstration units and convention booths		15,767			15,379
Total property and equipment, gross		35,740			33,812
Less: accumulated depreciation and amortization		(30,916	)		(27,450	)
Total property and equipment, net	$	4,824		$	6,362

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ (17,679)	$ (59,546)	$ 17,721
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	3,830	4,578	4,052
Amortization of intangible assets	1,009	1,238	1,261
Amortization of debt financing costs	141	189	189
Stock-based compensation	11,983	7,984	7,656
Deferred income taxes	(44)	6,202	1,119
Change in sales returns reserve	632	(1,180)	(2,236)
Provision for doubtful accounts	(3)	(23)	468
Inventory recorded to net realizable value	810	4,829	1,609
Loss on impairment of intangible assets		1,896
Decrease in fair value of contingent consideration			(1,928)
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	(5,757)	(4,845)	9,682
Inventories	27,336	22,100	(32,240)
Accounts payable	1,772	(23,350)	(2,793)
Prepaid expenses and other assets	1,437	6,045	(6,091)
Income taxes payable	(283)	727	(5,571)
Other liabilities	1,860	(8,690)	6,775
Net cash provided by (used for) operating activities	27,044	(41,846)	(327)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment	(2,159)	(3,549)	(5,621)
Acquisition of a business, net of cash acquired			(2,500)
Net cash used for investing activities	(2,159)	(3,549)	(8,121)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings on revolving credit facilities	210,210	91,945	120,858
Repayment of revolving credit facilities	(229,263)	(72,892)	(120,858)
Proceeds from exercise of stock options and warrants	2,261	653	5,289
Repurchase of common stock	(974)		(4,882)
Repurchase of common stock to satisfy employee tax withholding obligations			(463)
Debt financing costs	(80)
Net cash provided by (used for) financing activities	(17,846)	19,706	(56)
Effect of exchange rate changes on cash and cash equivalents	291	(635)	(457)
Net increase (decrease) in cash and cash equivalents	7,330	(26,324)	(8,961)
Cash and cash equivalents - beginning of period	11,396	37,720	46,681
Cash and cash equivalents - end of period	18,726	11,396	37,720
SUPPLEMENTAL DISCLOSURE OF INFORMATION
Cash paid for interest	500	979	194
Cash paid for income taxes, net of refunds	63	(2,380)	6,561
Accrual for purchases of property and equipment	$ 133	$ 390	$ 1,189

Segment Information - Net Revenues and Property and Equipment Net by Geographical Location (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Revenues from External Customers and Long-Lived Assets [Line Items]
Property and equipment, net	$ 4,824	$ 6,362
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Property and equipment, net	3,888	5,045
Other
Revenues from External Customers and Long-Lived Assets [Line Items]
Property and equipment, net	$ 936	$ 1,317

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current Assets:
Cash and cash equivalents	$ 18,726	$ 11,396
Accounts receivable, less allowances of $37,051 and $37,455 in 2023 and 2022, respectively	54,390	43,336
Inventories	44,019	71,252
Prepaid expenses and other current assets	7,720	9,196
Total Current Assets	124,855	135,180
Property and equipment, net	4,824	6,362
Goodwill	10,686	10,686
Intangible assets, net	1,734	2,612
Other assets	7,868	8,547
Total Assets	149,967	163,387
Current Liabilities:
Revolving credit facility		19,053
Accounts payable	26,908	19,846
Other current liabilities	29,424	25,433
Total Current Liabilities	56,332	64,332
Income tax payable	1,546	2,076
Other liabilities	7,012	8,038
Total Liabilities	64,890	74,446
Commitments and Contingencies
Stockholders’ Equity
Common stock, $0.001 par value - 25,000,000 shares authorized; 17,531,702 and 16,569,173 shares issued and outstanding as of December 31, 2023 and 2022, respectively	18	17
Additional paid-in capital	220,185	206,916
Accumulated deficit	(134,277)	(116,598)
Accumulated other comprehensive loss	(849)	(1,394)
Total Stockholders’ Equity	85,077	88,941
Total Liabilities and Stockholders’ Equity	$ 149,967	$ 163,387

Selected Quarterly Financial Data - Unaudited (Tables)

12 Months Ended

Dec. 31, 2023

Quarterly Financial Information Disclosure [Abstract]

Selected Quarterly Financial Information - Unaudited


Fiscal 2023	Quarter
	First			Second			Third			Fourth
	(in thousands, except per share data)
Net Revenue	$	51,444		$	47,982		$	59,158		$	99,538
Gross Profit		14,139			11,872			17,689			31,804
Net Income (Loss)		(6,705	)		(15,920	)		(3,606	)		8,552
Earnings (Loss) Per Share
Basic	$	(0.40	)	$	(0.93	)	$	(0.21	)	$	0.49
Diluted	$	(0.40	)	$	(0.93	)	$	(0.21	)	$	0.47


Fiscal 2022	Quarter
	First			Second			Third			Fourth
	(in thousands, except per share data)
Net Revenue	$	46,662		$	41,300		$	51,304		$	100,900
Gross Profit		14,029			7,882			7,258			20,018
Net Income (Loss)		(6,476	)		(17,826	)		(12,011	)		(23,233	)
Earnings (Loss) Per Share
Basic	$	(0.40	)	$	(1.08	)	$	(0.73	)	$	(1.40	)
Diluted	$	(0.40	)	$	(1.08	)	$	(0.73	)	$	(1.40	)

Selected Quarterly Financial Data - Unaudited

12 Months Ended

Dec. 31, 2023

Quarterly Financial Information Disclosure [Abstract]

Selected Quarterly Financial Data - Unaudited

Note 12. Selected Quarterly Financial Data – Unaudited


Fiscal 2023	Quarter
	First			Second			Third			Fourth
	(in thousands, except per share data)
Net Revenue	$	51,444		$	47,982		$	59,158		$	99,538
Gross Profit		14,139			11,872			17,689			31,804
Net Income (Loss)		(6,705	)		(15,920	)		(3,606	)		8,552
Earnings (Loss) Per Share
Basic	$	(0.40	)	$	(0.93	)	$	(0.21	)	$	0.49
Diluted	$	(0.40	)	$	(0.93	)	$	(0.21	)	$	0.47


Fiscal 2022	Quarter
	First			Second			Third			Fourth
	(in thousands, except per share data)
Net Revenue	$	46,662		$	41,300		$	51,304		$	100,900
Gross Profit		14,029			7,882			7,258			20,018
Net Income (Loss)		(6,476	)		(17,826	)		(12,011	)		(23,233	)
Earnings (Loss) Per Share
Basic	$	(0.40	)	$	(1.08	)	$	(0.73	)	$	(1.40	)
Diluted	$	(0.40	)	$	(1.08	)	$	(0.73	)	$	(1.40	)

Commitments and Contingencies - Additional Information (Details) $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($)	May 22, 2020 Claim	Aug. 05, 2013
Operating Leased Assets [Line Items]
Number of shareholder claims \| Claim		8
Operating lease, expense	$ 1.5
Operating lease, payments	$ 1.3
Merger of VTB Holdings, Inc. and Parametric Sound Corporation \| VTB Holdings, Inc
Operating Leased Assets [Line Items]
Ownership percentage			80.00%
Merger of VTB Holdings, Inc. and Parametric Sound Corporation \| Parametric Sound Corporation
Operating Leased Assets [Line Items]
Ownership percentage			20.00%

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 1. Summary of Significant Accounting Policies

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® 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.

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 financial statements are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) 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.

Uses 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.

Revenue Recognition and Sales Return Reserve

Net revenue consists primarily of revenue from the sale of gaming headsets and accessories to wholesalers, retailers and to a lesser extent, on-line customers. These products function on a standalone basis (in connection with a readily available gaming console, personal computer, or stereo) and are not sold with additional services or rights to future goods or services. Revenue is recorded for a contract through the following steps: (i) identifying the contract with the customer; (ii) identifying the performance obligations in the contract; (iii) determining the transaction price; (iv) allocating the transaction price to the performance obligations; and (v) recognizing revenue when or as each performance obligation is satisfied.

Each contract at inception is evaluated to determine whether the contract should be accounted for as having one or more performance obligations. The Company's business activities were determined to be a single performance obligation with revenue recognized when obligations under the terms of a contract with its customer are satisfied; generally, this occurs at a point in time when the risk and title to the product transfers to the customer. The Company's standard terms of delivery are included in its contracts of sale, order confirmation documents, and invoices. The Company excludes sales taxes collected from customers from “Net Revenue” on the consolidated statements of operations.

Certain customers may receive cash-based incentives (including cash discounts, quantity rebates, and price concessions), which are accounted for as variable consideration. Provisions for sales returns are recognized in the period of the sale and are recorded based upon the Company's prior experience and current trends. Cash-based incentive allowances are based on historical and expected performance of the customers, types and levels of promotions including any contractual commitments, claims received and forecasted economic trends in comparison to historical trends. Sales return reserves are based on historical and current return activity and forecasted economic trends in comparison to historical trends. As of December 31, 2023 and 2022, the Company had allowances for cash-based incentives of $28.6 million and $29.5 million, respectively, and allowances for sales returns of $8.4 million and $7.8 million, respectively. These amounts are recorded as a reduction of accounts receivable on the consolidated balance sheets.

Cost of Revenue and Operating Expenses

The following table illustrates the primary costs classified in each major expense category:


Cost of Revenue		Operating Expenses
Cost to manufacture products;		Payroll, bonus, and benefit costs;
Freight costs associated with moving product from suppliers to distribution centers and to customers;		Costs incurred in the research and development of new products and enhancements to existing products;
Costs associated with the movement of merchandise through customs;		Depreciation related to demonstration units;
Costs associated with material handling and warehousing;		Legal, finance, information systems and other corporate overhead costs; and
Global supply chain personnel costs; and		Sales commissions, advertising, and marketing costs.
Product royalty costs.

Product Warranty Obligations

The Company provides for product warranties in accordance with the contract terms given to various customers by accruing estimated warranty costs at the time of revenue recognition. Warranties are generally fulfilled by replacing defective products with new products.

Marketing Costs

Costs associated with the production of advertising, such as print and other costs, as well as costs associated with communicating advertising that has been produced, such as magazine ads, are expensed when the advertising first appears in public. Advertising costs were approximately $3.9 million, $4.9 million and $9.7 million for the years ended December 31, 2023, 2022 and 2021, respectively.

The Company also incurs co-operative advertising costs that represent reimbursements to customers for shared marketing expenses for sale of its products. These reimbursements are recorded as reductions of net revenue based on a percentage of sales. Co-operative advertising reimbursements were approximately $5.6 million, $4.1 million and $7.6 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Deferred Financing Costs

Deferred financing costs represent costs incurred in conjunction with the Company’s debt financing activities and are capitalized and amortized over the life of the related financing arrangements utilizing the effective interest method. If the debt is retired early, the related unamortized deferred financing costs are written off in the period the debt is retired as part of the net carrying value of the debt, and any gains or losses are recorded on the consolidated statements of operations under the caption “Other non-operating expense (income), net.”

Stock-Based Compensation

Compensation costs related to stock options, restricted stock grants and performance-based restricted share units are calculated based on the fair value of the stock-based awards on the date of grant, net of estimated forfeitures. The grant date fair value of stock options is determined using the Black-Scholes option-pricing model and the related stock-based compensation is recognized on a straight-line basis over the period in which an employee is required to provide service in exchange for the award, which is generally four years.

The Company estimates its forfeiture rate based on an analysis of actual forfeitures and will continue to evaluate the adequacy of the forfeiture rate based on actual forfeiture experience, analysis of employee turnover behavior, and other factors. The impact from any forfeiture rate adjustment would be recognized in the period of adjustment and if the actual number of future forfeitures differs from estimates, the Company might be required to record adjustments to stock-based compensation expense. The grant date fair value of restricted stock grants is determined based on the grant date value of the Company’s common stock and is recognized on a straight-line basis over the period in which an employee is required to provide service in exchange for the award, which is generally four years. The grant date fair value of performance-based

restricted share units is calculated in the same manner as restricted stock grants with the exception that the Company recognizes compensation expense when it is probable that the performance condition will be achieved.

Exit and Disposal Costs

Management-approved restructuring activities are periodically initiated to achieve cost savings through reduced operational redundancies and to position the Company strategically in the market in response to prevailing economic conditions and associated customer demand. Costs associated with restructuring actions can include severance, infrastructure charges to vacate facilities or consolidate operations, contract termination costs and other related charges. For involuntary separation plans, a liability is recognized when it is probable and reasonably estimable. For one-time termination benefits, such as additional severance pay or benefit payouts, and other exit costs, such as lease termination costs, the liability is measured and recognized initially at fair value in the period in which the liability is incurred, with subsequent changes to the liability recognized as adjustments in the period of change.

Net Earnings (Loss) per Common Share

Basic earnings (loss) per share is calculated by dividing net income (loss) associated with common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share assumes the issuance of additional shares of common stock by the Company upon exercise of all outstanding stock options, stock warrants and contingently issuable securities if the effect is dilutive, in accordance with the treasury stock method.

Cash Equivalents

Cash and short-term highly liquid investments with original maturity dates of three months or less at time of purchase and no redemption restrictions are considered cash and cash equivalents.

Inventories

Inventories consist primarily of finished goods and related component parts and are stated at the lower of cost or net realizable value using the first in, first out (“FIFO”) method. The Company maintains an inventory allowance for returned goods, slow-moving and unused inventories based on the historical trend and estimates. Inventory write-downs, once established, are not reversed as they establish a new cost basis for the inventory. Inventory write-downs are included as a component of cost of revenue on the consolidated statements of operations.

Property and Equipment, net


		Estimated Life
Machinery and equipment		3 years
Software and software development		2-5 years
Furniture and fixtures		5 years
Tooling		2 years
Leasehold improvements		Term of lease or economic life of asset, if shorter
Demonstration units and convention booths		1-2 years

Valuation of Long-Lived and Intangible Assets and Goodwill

At acquisition, the Company estimates and records the fair value of purchased intangible assets, which primarily consists of in-process research and development, customer relationships, trademarks and trade names, and patents. Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. Goodwill and certain other intangible assets having indefinite lives are not amortized to earnings, but instead are subject to periodic testing for impairment. Intangible assets determined to have definite lives are amortized over their remaining useful lives.

Long-lived and definite-lived intangible assets are assessed for potential impairment whenever events or changes in circumstances indicate that full recoverability of net asset balances through future cash flows is in question. When impairment indicators are present, assessment for possible impairment is based on the Company’s ability to recover the carrying value of the long-lived asset from the expected future pre-tax cash flows. The expected future pre-tax cash flows are estimated based on historical experience, internal knowledge, and market data. Estimates of future cash flows require the Company to make assumptions and to apply judgment, including forecasting future sales and expenses and estimating the useful lives of assets. If the expected future cash flows related to the long-lived assets are less than the assets’ carrying value, an impairment charge is recognized for the difference between estimated fair value and carrying value. There were no impairment indicators on the Company’s long-lived and definite-lived intangible assets in 2023.

Goodwill and indefinite-lived intangible assets are assessed at least annually, but also whenever events or changes in circumstances indicate the carrying values may not be recoverable. Factors that could trigger an impairment review include (a) significant underperformance relative to historical or projected future operating results; (b) significant changes in the manner of use of the acquired assets or the strategy for the Company’s overall business; (c) significant negative industry or economic trends; (d) significant decline in the Company’s stock price for a sustained period; and (e) a decline in the Company’s market capitalization below net book value. When performing the Company’s evaluation of goodwill for impairment, if it concludes qualitatively that it is more likely that the fair value of the reporting unit is less than its carrying amount, the Company performs its annual goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. If the carrying amount exceeds the fair value a goodwill impairment charge would be recorded for the amount by which the reporting unit’s carrying amount exceeds its fair value. In addition, identifiable intangible assets having indefinite lives are reviewed for impairment on an annual basis using a methodology consistent with that used to evaluate goodwill.

The Company conducted its annual impairment assessment on November 1, 2023, and compared the fair value of the reporting unit to the carrying value. No goodwill impairment charges have been required during 2023, 2022 or 2021. In the current year, the Company does not have any indefinite-lived intangible assets.

Income Taxes

The Company accounts for income taxes in accordance with the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized based on the differences between the financial statement carrying value of existing assets and liabilities and their respective tax bases based on enacted tax laws and statutory tax rates applicable to the periods in which the Company expects the temporary differences to reverse. The Company had elected to record a “deferred charge” for basis differences relating to intra-entity profits as recognition as a deferred tax asset is prohibited.

A valuation allowance is established for deferred tax assets when management anticipates that it is more likely than not that all, or a portion, of these assets would not be realized. In determining whether a valuation allowance is warranted, all positive and negative evidence and all sources of taxable income such as prior earnings history, expected future earnings, carryback and carryforward periods and tax strategies are considered to estimate if sufficient future taxable income will be generated to realize the deferred tax asset. The assessment of the adequacy of a valuation allowance is based on estimates of taxable income by jurisdiction and the period over which deferred tax assets will be recoverable. In the event that actual results differ from these estimates, or these estimates are adjusted in future periods for current trends or expected changes in assumptions, the Company may need to modify the level of valuation allowance which could materially impact the Company's business, financial condition, and results of operations.

The tax effects of uncertain tax positions taken or expected to be taken in income tax returns are recognized only if they are “more likely-than-not” to be sustained on examination by the taxing authorities based on the technical merits as of the reporting date. The tax benefits recognized in the financial statements from such positions are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company recognizes estimated accrued interest and penalties related to uncertain tax positions in “income tax expense” on the consolidated statement of operations.

The Company and its domestic subsidiaries file a consolidated federal income tax return, while the Company’s foreign subsidiary files in its respective local jurisdictions.

Leases

The Company determines if an arrangement is a lease at inception. The Company leases office 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. For operating leases, right-of-use (“ROU”) assets, sundry payables and accrued expenses, and noncurrent operating lease liabilities are reported on the consolidated balance sheet for leases with a term longer than twelve months. Finance leases are reported on the consolidated balance sheets in property, plant and equipment, current portion of other debt, and long-term debt.

Operating lease ROU assets and operating lease liabilities are recognized at the lease commencement date based on the present value of the total lease payments over the lease term. The ROU assets represent the right to use an underlying leased asset over the existing lease term, and the corresponding lease liabilities represent the obligation to make lease payments arising from the lease agreement. As most of the Company’s leases do not provide for an implicit rate, the Company utilizes the secured incremental borrowing rate based on the information available when determining the present value of our lease payments. The lease terms may include options to terminate, or extend, our lease when it is reasonably certain that the Company will execute the option. Lease agreements may contain lease and non-lease components, which are generally accounted for separately. Operating lease expense is recognized on a straight-line basis over the lease term.

Business Combinations

The Company allocates the purchase price of acquisitions to the tangible and intangible assets acquired, liabilities assumed, and non-controlling interests in the acquiree based on their estimated fair value at the acquisition date. The excess of the acquisition price over those estimated fair values is recorded as goodwill. Changes to the acquisition date provisional fair values prior to the expiration of the measurement period, a

period not to exceed 12 months from date of acquisition, are recorded as an adjustment to the associated goodwill. Acquisition-related expenses and restructuring costs, if any, are recognized separately from the business combination and are expensed as incurred.

Fair Value of Financial Instruments

The Company determines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses a hierarchical structure to prioritize the inputs used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1), then to quoted market prices for similar assets or liabilities in active or inactive markets (Level 2) and gives the lowest priority to unobservable inputs (Level 3).

Financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and revolving line of credit. Cash equivalents are stated at amortized cost, which approximated fair value as of the consolidated balance sheet dates due to the short period of time to maturity; and accounts receivable and accounts payable are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment. The revolving line of credit is stated at the carrying value as the stated interest rate approximates market rates currently available to the Company.

The Company did not have any non-financial assets or non-financial liabilities recognized at fair value on a recurring basis at December 31, 2023.

Foreign Currency Translation

Balance sheet accounts of the Company’s foreign subsidiaries are translated at the exchange rate in effect at the end of each period. Statement of operations accounts are translated using the weighted average of the prevailing exchange rates during each period. Gains or losses resulting from foreign currency transactions are included on the Company’s consolidated statements of operations under the caption “Other non-operating expense (income), net” whereas translation adjustments are reflected on the consolidated statements of comprehensive income (loss) under the caption “Foreign currency translation adjustment.”

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of investments in cash, cash equivalents and accounts receivables. The Company is exposed to credit risk and liquidity risk in the event of default by the financial institutions or issuers of investments in excess of FDIC insured limits. The Company performs periodic evaluations of the relative credit standing of these financial institutions and limits the amount of credit exposure with any institution.

Accounts receivable are unsecured and represent amounts due based on contractual obligations of customers. The Company's five largest individual customers accounted for approximately 69% of our gross sales in 2023, 67% of our gross sales in 2022, and 66% of our gross sales in 2021. During 2023, the Company's four largest customers - Walmart, Target, Amazon, Best Buy - each accounted for between 10% to 25% of consolidated gross sales. Additionally, as of December 31, 2023, these customers had open receivables greater than 10% of the total receivable balance.

Concentrations of credit risk with respect to accounts receivable are mitigated by performing ongoing credit evaluations of customers to assess the probability of collection based on a number of factors, including past transaction experience with the customer, evaluation of their credit history, limiting the credit extended, and review of the invoicing terms of the contract. In addition, the Company has credit insurance in place through a third-party insurer against defaults by certain other domestic and international customers, subject to policy limits. The Company generally does not require customers to provide collateral to support accounts receivable. The Company has recorded an allowance for doubtful accounts for those receivables that were determined not to be collectible.

Foreign cash balances at December 31, 2023 and 2022 were $8.0 million and $6.5 million, respectively.

Segment Information

The company operates in a single reportable segment, referred to as gaming accessories. The entire business is managed by a single management team whose chief operating decision maker is the Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09) intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in this ASU address investor requests

for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The amendments in the ASU are effective for fiscal years beginning after December 15, 2024, on a prospective basis. Early adoption is permitted. The Company does not expect the new guidance to have a material impact on their financial position, results of operations or liquidity.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU No. 2023-07). ASU 2023-07 requires that an entity disclose significant segment expenses, a description of “other segment items,” and the title and position of the chief operating decision maker along with an explanation of how the reported segment profit or loss is assessed and allocated. The amendments in the ASU are effective for fiscal years beginning after December 15, 2023, and interim periods after December 15, 2024 and will be applied retrospectively for all prior periods presented in the financial statements. The Company will adopt this standard in the year required and intends to make all necessary disclosures.

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (ASU 2020-04).” In 2017, the United Kingdom’s Financial Conduct Authority announced that it intends to stop persuading or compelling banks to submit the London Interbank Offered Rate (“LIBOR”), a benchmark interest rate referenced in a variety of agreements, after 2021. In December 2022, the FASB issued ASU 2022-06, “Deferral of the Sunset Date of Reference Rate Reform (Topic 848).” Topic 848 provides optional expedients and exceptions for applying GAAP to transactions affected by reference rate (e.g., LIBOR) reform if certain criteria are met, for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The ASU deferred the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. The ASU is effective as of December 21, 2022 through December 31, 2024. The authoritative accounting guidance did not have a material impact on their financial position, results of operations or liquidity.

Stockholder's Equity - Additional Information (Details) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Class Of Stock [Line Items]
Common stock par value (in dollars per share)	$ 0.001	$ 0.001

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/recommendedDisclosureRef
-Topic 272
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-Name Accounting Standards Codification
-Section 45
-Paragraph 3
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-URI https://asc.fasb.org//1943274/2147483014/272-10-45-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
-Subparagraph (SX 210.4-08(d))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 13
-Subparagraph (a)
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 13
-Subparagraph (b)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Subparagraph (h)
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (b)
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(27)(b))
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-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
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-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
-Subparagraph (SX 210.5-02(29))
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-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (SX 210.6-03(i)(2))
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-URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3

+ Details

Segment Information

12 Months Ended

Dec. 31, 2023

Segment Reporting [Abstract]

Segment Information

Note 10. Segment Information

The Company operates in a single reportable segment. The entire business is managed by a single management team whose chief operating decision maker is the Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance.

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


	Year Ended
	December 31,
	2023		2022		2021
	(in thousands)
North America	$	186,279	$	163,605	$	244,430
Europe and Middle East		62,015		58,917		99,685
Asia Pacific		9,828		17,644		22,239
Total net revenues	$	258,122	$	240,166	$	366,354

The following table represents property and equipment, net based on physical location:


	Year Ended
	December 31,
	2023		2022
	(in thousands)
United States	$	3,888	$	5,045
International		936		1,317
Total	$	4,824	$	6,362

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//280/tableOfContent

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-26

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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Use of Estimates

Uses of Estimates

Revenue Recognition

Revenue Recognition and Sales Return Reserve

Sales Return Reserve

Cost of Revenue and Operating Expenses

The following table illustrates the primary costs classified in each major expense category:


Cost of Revenue		Operating Expenses
Cost to manufacture products;		Payroll, bonus, and benefit costs;
Freight costs associated with moving product from suppliers to distribution centers and to customers;		Costs incurred in the research and development of new products and enhancements to existing products;
Costs associated with the movement of merchandise through customs;		Depreciation related to demonstration units;
Costs associated with material handling and warehousing;		Legal, finance, information systems and other corporate overhead costs; and
Global supply chain personnel costs; and		Sales commissions, advertising, and marketing costs.
Product royalty costs.

Product Warranty Obligations

Marketing Costs

Cooperative Advertising

Deferred Financing Costs

Stock-Based Compensation

Exit and Disposal Costs

Net Earnings (Loss) per Common Share

Cash Equivalents

Cash and short-term highly liquid investments with original maturity dates of three months or less at time of purchase and no redemption restrictions are considered cash and cash equivalents.

Inventories

Property and Equipment, net


		Estimated Life
Machinery and equipment		3 years
Software and software development		2-5 years
Furniture and fixtures		5 years
Tooling		2 years
Leasehold improvements		Term of lease or economic life of asset, if shorter
Demonstration units and convention booths		1-2 years

Valuation of Long-Lived and Intangible Assets and Goodwill

Income Taxes

The Company and its domestic subsidiaries file a consolidated federal income tax return, while the Company’s foreign subsidiary files in its respective local jurisdictions.

Leases

Business Combinations

Fair Value of Financial Instruments

The Company did not have any non-financial assets or non-financial liabilities recognized at fair value on a recurring basis at December 31, 2023.

Foreign Currency Translation

Concentration of Credit Risk

Foreign cash balances at December 31, 2023 and 2022 were $8.0 million and $6.5 million, respectively.

Segment Information

Recent Accounting Pronouncements

Goodwill and Other Intangible Assets - Schedule of Intangible Assets (Parenthetical) (Details) $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Accumulated impairment charges	$ 1.9

Equity and Stock-Based Compensation - Stock Option Activity (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding beginning of period (in shares)	1,577,545
Options Granted (in shares)	0	0
Options Exercised (in shares)	(515,089)
Options Forfeited (in shares)	(21,004)
Outstanding end of period (in shares)	1,041,452	1,577,545
Vested and expected to vest (in shares)	1,040,873
Exercisable (in shares)	984,120
Weighted-Average Exercise Price
Outstanding beginning of period (in dollars per share)	$ 7.66
Options Exercised (in dollars per share)	4.39
Options Forfeited (in dollars per share)	16.45
Outstanding end of period (in dollars per share)	9.10	$ 7.66
Vested and expected to vest (in dollars per share)	9.22
Exercisable (in dollars per share)	$ 9.23
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Outstanding, weighted average remaining contractual term	4 years 2 months 19 days	5 years 9 months 21 days
Vested and expected to vest, weighted average remaining contractual term	4 years 2 months 19 days
Exercisable, weighted average remaining contractual term	4 years 1 month 2 days
Outstanding, intrinsic value	$ 3,137,285	$ 2,465,015
Vested and expected to vest, intrinsic value	3,136,393
Exercisable, intrinsic value	$ 2,975,342

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

Note 7. Income Taxes

The provision (benefit) for income taxes consists of the following:


	Year Ended
	December 31,
	2023			2022			2021
	(in thousands)
Federal:
Current	$	4		$	(579	)	$	(511	)
Deferred		8			4,667			701
Total Federal		12			4,088			190
State and Local:
Current		(539	)		(762	)		769
Deferred		17			1,602			346
Total State and Local		(522	)		840			1,115
Foreign
Current		848			255			1,051
Deferred		—			(90	)		72
Total Foreign		848			165			1,123
Total	$	338		$	5,093		$	2,428

The reconciliation between the provision (benefit) for income taxes and the expected provision (benefit) for income taxes at the U.S. federal statutory rate is as follows:


	Year Ended
	December 31,
	2023			2022			2021
	(in thousands)
U.S. Operations	$	(20,116	)	$	(53,947	)	$	15,146
Foreign Operations		2,775			(506	)		5,003
Income (loss) before income taxes		(17,341	)		(54,453	)		20,149
Federal statutory rate		21	%		21	%		21	%
Provision (benefit) for income taxes at federal statutory rate		(3,642	)		(11,435	)		4,231
State taxes, net of federal benefit		(385	)		(2,098	)		812
Foreign tax rate differential		135			90			(60	)
Change in valuation allowance		2,850			18,353			—
Excess tax benefit recognized		287			(232	)		(2,159	)
Foreign Derived Intangible Income		—			—			(976	)
Foreign tax credit		(96	)		—			(770	)
Research and development credit		(558	)		(400	)		(878	)
Global intangible low taxed income		858			325			530
Change in unrecognized tax benefits		(330	)		(382	)		673
Section 162(m)		1,237			395			634
Other		(18	)		477			391
Provision for income taxes	$	338		$	5,093		$	2,428

The tax effects of significant items comprising the Company’s deferred tax assets (liabilities) are as follows:


	December 31, 2023			December 31, 2022
	(in thousands)
Allowance for doubtful accounts	$	4		$	4
Fixed assets		(764	)		(897	)
Goodwill		(1,402	)		(1,268	)
Employee benefits		2,789			2,254
Intangible assets		1,614			1,573
Inventories		1,434			2,846
Lease liability		1,977			2,227
Net operating loss		8,372			7,354
Research and development expenses		6,154			3,835
Right of use asset		(1,754	)		(2,010	)
Sales reserves		1,524			1,501
Unrecognized tax benefits		311			470
Other		1,376			852
		21,635			18,741
Valuation allowance		(22,094	)		(19,244	)
Net deferred tax assets (liabilities)	$	(459	)	$	(503	)

At December 31, 2023, the Company had $26.2 million of indefinite lived federal net operating loss carryforwards and $48.0 million of state net operating loss carryforwards, which will begin to expire in 2029. As of December 31, 2023, the Company has federal research and development credit carryforwards of $0.8 million, which will expire in 2042 if unutilized, and state research and development credit carryforwards of $0.4 million, which carryforward until exhausted. Utilization of these operating loss carryforwards and credits may be subject to an annual limitation based on changes in ownership, as defined by Section 382 & 383 of the Internal Revenue Code of 1986, as amended.

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. The significant 2022 pre-tax loss, coupled with cumulative book losses projected in early future years, was significant negative evidence considered by the Company in recording an $18.4 million increase to the valuation allowance as of December 31, 2022. The valuation allowance is retained for the year ended December 31, 2023, with an increase to the valuation allowance of $2.8 million.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:


	December 31, 2023			December 31, 2022
	(in thousands)
Gross unrecognized tax benefit, beginning of period	$	3,002		$	3,415
Additions based on tax positions related to the current year		128			150
Additions related to tax positions in a prior year		—			158
Settlements related to tax positions in a prior period		(32	)		(321	)
Decreases based on tax positions in a prior period		(814	)		(400	)
Gross unrecognized tax benefit, end of period	$	2,284		$	3,002

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. The Company settled uncertain tax positions in certain jurisdictions, of approximately $0.1 million for the year ended December 31, 2023 and $0.3 million for the year ended December 31, 2022. To the extent these unrecognized tax benefits are ultimately recognized, approximately $2.0 million will impact the Company’s effective tax rate and $0.3 million will be offset by a valuation allowance in future periods. The Company is filing for relief provisions in certain jurisdictions and based on such anticipated filings, it is reasonably possible that amounts of unrecognized tax benefits could decrease by $0.7 million within the next twelve months. As of December 31, 2023, the Company had uncertain tax positions of $2.9 million, inclusive of $0.6 million of interest and penalties.

The Company is not currently under examination by federal, state or foreign taxing jurisdictions. Further, at any given time, multiple tax years may be subject to examination by various taxing authorities. The recorded amounts of income tax are subject to adjustment upon examination, changes in interpretation and changes in judgment utilized in determining estimates.

The Company considers the earnings of its foreign entities to be permanently reinvested outside the United States based on estimates that future cash generation will be sufficient to meet future domestic cash needs. Accordingly, deferred taxes have not been recorded for the $16.1 million of undistributed earnings of the Company's foreign subsidiaries. As a result of the Tax Cuts and Jobs Act (“TCJA”) and the current U.S. taxation of deemed repatriated earnings, the additional taxes that might be payable upon repatriation of foreign earnings are not significant. All other outside basis differences not related to earnings were impractical to account for at this period of time and are currently considered as being permanent in duration.

The TCJA introduced a provision to tax global intangible low-taxed income (“GILTI”) of foreign subsidiaries and a measure to tax certain intercompany payments under the base erosion anti-abuse tax “BEAT” regime. For the years ended December 31, 2023 and 2022, the Company did not generate intercompany transactions that met the BEAT threshold but does have to include GILTI relating to the Company's foreign subsidiaries. The Company elected to account for GILTI as a current period cost.

The Company files U.S., state, and foreign income tax returns in jurisdictions with various statutes of limitations. Below is a summary of the filing jurisdictions and open tax years:


		Open Years
U.S. Federal		2020 - 2022
U.S. State and Local		2019 - 2022
Non-U.S.		2020 - 2022

On August 16, 2022, the Inflation Reduction Act was signed into law. The Inflation Reduction Act includes various tax provisions, which are effective for tax years beginning on or after January 1, 2023. For tax years beginning after December 31, 2021, the Tax Cuts & Jobs Act of 2017 eliminated the option to deduct research and development expenditures as incurred and instead required taxpayers to capitalize and amortize them over five or 15 years beginning in 2022. The Company included the impact of the research and development expenditures in its December 31, 2023 and 2022 tax expense. The Inflation Reduction Act includes a 1% excise tax on publicly traded US corporations for the value of its stock repurchased after December 31, 2022. The Company did not incur excise tax on stock repurchased for the year ended December 31, 2023. The Company will continue to monitor possible future impact of changes in tax legislation.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

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+ Details

Net Income (Loss) Per Share - Schedule of Computation of Basic and Diluted Net Income (Loss) per Share of Common Stock (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Basic and diluted:
Net income (loss)	$ 8,552	$ (3,606)	$ (15,920)	$ (6,705)	$ (23,233)	$ (12,011)	$ (17,826)	$ (6,476)	$ (17,679)	$ (59,546)	$ 17,721
Basic:
Weighted-average common shares outstanding, basic (in shares)									17,135	16,450	15,915
Plus incremental shares from assumed conversions:
Dilutive effect of restricted stock											438
Dilutive effect of stock options											1,348
Dilutive effect of warrants											550
Diluted:
Weighted-average common shares outstanding, diluted (in shares)									17,135	16,450	18,251
Net income (loss) per share:
Basic	$ 0.49	$ (0.21)	$ (0.93)	$ (0.4)	$ (1.4)	$ (0.73)	$ (1.08)	$ (0.4)	$ (1.03)	$ (3.62)	$ 1.11
Diluted	$ 0.47	$ (0.21)	$ (0.93)	$ (0.4)	$ (1.4)	$ (0.73)	$ (1.08)	$ (0.4)	$ (1.03)	$ (3.62)	$ 0.97

Commitments and Contingencies - Schedule of Product Warranty Liability (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Movement in Standard Product Warranty Accrual [Roll Forward]
Warranty, beginning of period	$ 618	$ 856	$ 1,039
Warranty costs accrued	721	380	674
Settlements of warranty claims	(669)	(618)	(857)
Warranty, end of period	$ 670	$ 618	$ 856

Summary of Significant Accounting Policies - Additional Information (Details)	3 Months Ended	12 Months Ended
	Dec. 31, 2022 USD ($)	Dec. 31, 2023 USD ($) Segment Customer	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Summary Of Significant Accounting Policies [Line Items]
Allowance for cash discounts	$ 29,500,000	$ 28,600,000	$ 29,500,000
Allowance for sales returns	7,800,000	8,400,000	7,800,000
Advertising expense		3,900,000	4,900,000	$ 9,700,000
Cooperative advertising expense		5,600,000	4,100,000	7,600,000
Goodwill impairment charges		0	0	$ 0
Impairment charge		0
Impairment of long-lived assets		0
Non financial assets or non financial liabilities fair value disclosure		0
Cash and cash equivalents	11,396,000	$ 18,726,000	11,396,000
Number of reportable segments \| Segment		1
ROCCAT \| Trade Names
Summary Of Significant Accounting Policies [Line Items]
Impairment charge	800,000
Neat Microphones
Summary Of Significant Accounting Policies [Line Items]
Impairment charge	1,100,000
Foreign Countries
Summary Of Significant Accounting Policies [Line Items]
Cash and cash equivalents	$ 6,500,000	$ 8,000,000	$ 6,500,000
Employee Stock Option
Summary Of Significant Accounting Policies [Line Items]
Share-based compensation, award requisite service period		4 years
Restricted Stock
Summary Of Significant Accounting Policies [Line Items]
Share-based compensation, award requisite service period		4 years
Minimum
Summary Of Significant Accounting Policies [Line Items]
Operating leases, remaining lease term		1 year
Maximum
Summary Of Significant Accounting Policies [Line Items]
Operating leases, remaining lease term		9 years
Five Largest Individual Customers \| Accounts Receivable \| Customer Concentration Risk
Summary Of Significant Accounting Policies [Line Items]
Number of customers \| Customer		5
Five Largest Individual Customers \| Sales \| Customer Concentration Risk
Summary Of Significant Accounting Policies [Line Items]
Number of customers \| Customer		5
Concentration risk, percentage		69.00%	67.00%	66.00%
Walmart Target And Amazon \| Sales \| Customer Concentration Risk
Summary Of Significant Accounting Policies [Line Items]
Number of customers \| Customer		4
Walmart Target And Amazon \| Sales \| Customer Concentration Risk \| Minimum
Summary Of Significant Accounting Policies [Line Items]
Concentration risk, percentage		10.00%
Walmart Target And Amazon \| Sales \| Customer Concentration Risk \| Maximum
Summary Of Significant Accounting Policies [Line Items]
Concentration risk, percentage		25.00%
Walmart, Target, Amazon and Best Buy \| Accounts Receivable \| Customer Concentration Risk
Summary Of Significant Accounting Policies [Line Items]
Number of customers \| Customer		4

Income Taxes - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Gross unrecognized tax benefit, beginning of period	$ 3,002	$ 3,415
Additions based on tax positions related to the current year	128	150
Additions related to tax positions in a prior year		158
Settlements related to tax positions in a prior period	(32)	(321)
Decreases based on tax positions in a prior period	(814)	(400)
Gross unrecognized tax benefit, end of period	$ 2,284	$ 3,002

Schedule II - Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2023

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

Schedule II - Valuation and Qualifying Accounts

Turtle Beach Corporation

Schedule II - Valuation and Qualifying Accounts

Years ended December 31, 2023, 2022 and 2021


Description	Balance - Begin		Additions			Deductions / Other			Balance - End
	(in thousands)
Year Ended December 31, 2023:
Allowance for sales returns	$	7,817	$	16,254		$	(15,622	)	$	8,449
Allowance for cash discounts		29,545		27,673		$	(28,630	)		28,588
Allowance for doubtful accounts		93		3		$	(81	)		15
									$	37,052
Valuation allowance for deferred tax assets	$	19,244	$	2,850		$	—		$	22,094

Year Ended December 31, 2022:
Allowance for sales returns	$	8,997	$	15,574		$	(16,754	)	$	7,817
Allowance for cash discounts		25,629		29,714		$	(25,798	)		29,545
Allowance for doubtful accounts		102		(23	)	$	14			93
									$	37,455
Valuation allowance for deferred tax assets	$	—	$	19,244		$	—		$	19,244

Year Ended December 31, 2021:
Allowance for sales returns	$	11,233	$	21,506		$	(23,742	)	$	8,997
Allowance for cash discounts		18,649		15,794			(8,814	)		25,629
Allowance for doubtful accounts		15		468			(381	)		102
									$	34,728

Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ (17,679)	$ (59,546)	$ 17,721
Foreign currency translation adjustment	545	(1,521)	(462)
Other comprehensive income (loss)	545	(1,521)	(462)
Comprehensive income (loss)	$ (17,134)	$ (61,067)	$ 17,259

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

+ References

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+ Details

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2023	Feb. 29, 2024	Jun. 30, 2023
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Entity Registrant Name	TURTLE BEACH CORPORATION
Entity Central Index Key	0001493761
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Well-known Seasoned Issuer	No
Entity Public Float			$ 196,646,827
Entity Common Stock, Shares Outstanding		17,605,444
Entity Shell Company	false
Entity Small Business	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, par value $0.001
Trading Symbol	HEAR
Security Exchange Name	NASDAQ
Entity File Number	001-35465
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	27-2767540
Entity Address, Address Line One	44 South Broadway
Entity Address, Address Line Two	4th Floor
Entity Address, City or Town	White Plains
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10601
City Area Code	888
Local Phone Number	496-8001
Document Annual Report	true
Document Transition Report	false
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction [Flag]	false
Auditor Name	ERNST & YOUNG LLP
Auditor Firm ID	42
Auditor Location	New York
Documents Incorporated by Reference	The information required by Part III of this Report is incorporated herein by reference from the registrant’s definitive proxy statement or annual report on Form 10-K/A to be filed with the Securities and Exchange Commission within 120 days after the close of the registrant’s fiscal year.
BDO USA, LLP
Document Information [Line Items]
Auditor Name	BDO USA, LLP
Auditor Firm ID	243
Auditor Location	New York

Fair Value Measurement - Summary of Carrying Amounts and Estimated Fair Values of Financial Instruments (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Reported Value Measurement
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents, fair value disclosure	$ 18,726	$ 11,396
Credit facility, fair value disclosure		19,053
Estimate of Fair Value Measurement
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents, fair value disclosure	$ 18,726	11,396
Credit facility, fair value disclosure		$ 19,053

Composition of Certain Financial Statement Items

12 Months Ended

Dec. 31, 2023

Condensed Consolidated Balance Sheet Components [Abstract]

Composition of Certain Financial Statement Items

Note 4. Composition of Certain Financial Statement Items

Inventories

Inventories consist of the following:


	December 31, 2023		December 31, 2022
	(in thousands)
Finished goods	$	43,579	$	70,407
Raw materials		440		845
Total inventories	$	44,019	$	71,252

Property and Equipment, net

Property and equipment, net consists of the following:


	December 31, 2023			December 31, 2022
	(in thousands)
Machinery and equipment	$	2,597		$	2,373
Software and software development		2,438			2,396
Furniture and fixtures		1,700			1,713
Tooling		11,250			9,901
Leasehold improvements		1,988			2,050
Demonstration units and convention booths		15,767			15,379
Total property and equipment, gross		35,740			33,812
Less: accumulated depreciation and amortization		(30,916	)		(27,450	)
Total property and equipment, net	$	4,824		$	6,362

Depreciation and amortization expense on property and equipment for the years ended December 31, 2023, 2022 and 2021 was $3.8 million, $4.6 million and $4.1 million, respectively.

Other Current Liabilities

Other current liabilities consist of the following:


	December 31, 2023		December 31, 2022
	(in thousands)
Accrued employee expenses	$	3,944	$	4,171
Accrued marketing		3,335		4,147
Accrued royalty		5,275		2,527
Accrued tax-related payables		5,206		4,159
Accrued freight		2,917		1,746
Accrued expenses		8,747		8,683
Total other current liabilities	$	29,424	$	25,433

Other non-operating expense (income), net

Other non-operating expense (income), net consists of the following:


	Year Ended
	December 31,
	2023		2022		2021
	(in thousands)
Change in fair value of contingent consideration	$	—	$	—	$	(1,928	)
Other non-operating expense (income)		394		1,753		1,827
Total other non-operating expense (income),net	$	394	$	1,753	$	(101	)

Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred Tax Assets:
Allowance for doubtful accounts	$ 4	$ 4
Employee benefits	2,789	2,254
Intangible assets	1,614	1,573
Inventories	1,434	2,846
Lease liability	1,977	2,227
Net operating loss	8,372	7,354
Research and development expenses	6,154	3,835
Sales reserves	1,524	1,501
Unrecognized tax benefits	311	470
Other	1,376	852
Total deferred tax assets	21,635	18,741
Deferred Tax Liabilities:
Fixed assets	(764)	(897)
Goodwill	(1,402)	(1,268)
Right of use asset	(1,754)	(2,010)
Valuation allowance	(22,094)	(19,244)
Net deferred tax assets (liabilities)	$ (459)	$ (503)

Composition of Certain Financial Statement Items (Tables)

12 Months Ended

Dec. 31, 2023

Condensed Consolidated Balance Sheet Components [Abstract]

Schedule of Inventory

Inventories consist of the following:


	December 31, 2023		December 31, 2022
	(in thousands)
Finished goods	$	43,579	$	70,407
Raw materials		440		845
Total inventories	$	44,019	$	71,252

Schedule of Property and Equipment


		Estimated Life
Machinery and equipment		3 years
Software and software development		2-5 years
Furniture and fixtures		5 years
Tooling		2 years
Leasehold improvements		Term of lease or economic life of asset, if shorter
Demonstration units and convention booths		1-2 years

Property and equipment, net consists of the following:


	December 31, 2023			December 31, 2022
	(in thousands)
Machinery and equipment	$	2,597		$	2,373
Software and software development		2,438			2,396
Furniture and fixtures		1,700			1,713
Tooling		11,250			9,901
Leasehold improvements		1,988			2,050
Demonstration units and convention booths		15,767			15,379
Total property and equipment, gross		35,740			33,812
Less: accumulated depreciation and amortization		(30,916	)		(27,450	)
Total property and equipment, net	$	4,824		$	6,362

Other Current Liabilities

Other current liabilities consist of the following:


	December 31, 2023		December 31, 2022
	(in thousands)
Accrued employee expenses	$	3,944	$	4,171
Accrued marketing		3,335		4,147
Accrued royalty		5,275		2,527
Accrued tax-related payables		5,206		4,159
Accrued freight		2,917		1,746
Accrued expenses		8,747		8,683
Total other current liabilities	$	29,424	$	25,433

Other Non-operating Expense (Income), Net

Other non-operating expense (income), net consists of the following:


	Year Ended
	December 31,
	2023		2022		2021
	(in thousands)
Change in fair value of contingent consideration	$	—	$	—	$	(1,928	)
Other non-operating expense (income)		394		1,753		1,827
Total other non-operating expense (income),net	$	394	$	1,753	$	(101	)

Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands	Total	Common stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)
Beginning Balance at Dec. 31, 2020	$ 116,399	$ 15	$ 190,568	$ (74,773)	$ 589
Beginning Balance, shares at Dec. 31, 2020		15,476,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	17,721			17,721
Other comprehensive income (loss), net of tax	(462)				(462)
Issuance of restricted stock, shares		244,000
Settlement of deferred Stock	111		111
Settlement of deferred Stock, shares		6,000
Repurchase of common stock and retirement of related treasury shares	(463)		(463)
Repurchase of common stock and retirement of related treasury shares, shares		(15,000)
Common stock buyback	(4,882)		(4,882)
Common stock buyback, shares		(169,000)
Stock options exercised	5,289	$ 1	5,288
Stock options exercised, shares		626,000
Stock-based compensation	7,656		7,656
Ending Balance at Dec. 31, 2021	141,369	$ 16	198,278	(57,052)	127
Ending Balance, shares at Dec. 31, 2021		16,168,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(59,546)			(59,546)
Other comprehensive income (loss), net of tax	(1,521)				(1,521)
Issuance of restricted stock, shares		311,000
Stock options exercised	655	$ 1	654
Stock options exercised, shares		90,000
Stock-based compensation	7,984		7,984
Ending Balance at Dec. 31, 2022	88,941	$ 17	206,916	(116,598)	(1,394)
Ending Balance, shares at Dec. 31, 2022		16,569,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(17,679)			(17,679)
Other comprehensive income (loss), net of tax	545				545
Issuance of restricted stock, shares		534,000
Common stock buyback	(974)		(974)
Common stock buyback, shares		(86,000)
Stock options exercised	$ 2,261	$ 1	2,260
Stock options exercised, shares	515,089	515,000
Stock-based compensation	$ 11,983		11,983
Ending Balance at Dec. 31, 2023	$ 85,077	$ 18	$ 220,185	$ (134,277)	$ (849)
Ending Balance, shares at Dec. 31, 2023		17,532,000

Allowance for Sales Returns

12 Months Ended

Dec. 31, 2023

Allowance For Sales Returns [Abstract]

Allowance for Sales Returns

Note 3. Allowance for Sales Returns

The following table provides the changes in the Company’s sales return reserve, which is classified as a reduction of accounts receivable on the consolidated balance sheets:


	Year ended December 31,
	2023			2022			2021
	in thousands
Balance, beginning of period	$	7,817		$	8,997		$	11,233
Reserve accrual		16,254			15,574			21,506
Recoveries and deductions, net		(15,622	)		(16,754	)		(23,742	)
Balance, end of period	$	8,449		$	7,817		$	8,997

Allowance for Sales Returns (Tables)

12 Months Ended

Dec. 31, 2023

Allowance For Sales Returns [Abstract]

Schedule of Allowances for Sales Returns

The following table provides the changes in the Company’s sales return reserve, which is classified as a reduction of accounts receivable on the consolidated balance sheets:


	Year ended December 31,
	2023			2022			2021
	in thousands
Balance, beginning of period	$	7,817		$	8,997		$	11,233
Reserve accrual		16,254			15,574			21,506
Recoveries and deductions, net		(15,622	)		(16,754	)		(23,742	)
Balance, end of period	$	8,449		$	7,817		$	8,997

Commitments and Contingencies - Components of the Right-of-Use Assets and Lease Liabilities (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Lessee, Lease, Description [Line Items]
Right-of-use assets	$ 7,006
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Other assets
Lease liability obligations, current	$ 1,251
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Other current liabilities
Lease liability obligations, noncurrent	$ 6,481
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other liabilities
Total lease liability obligations	$ 7,732
Weighted-average remaining lease term (in years)	5 years 9 months 18 days
Weighted Average
Lessee, Lease, Description [Line Items]
Weighted-average discount rate	4.30%

Equity and Stock-Based Compensation - Restricted Stock Activity (Details) - Restricted Stock Awards	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Outstanding beginning of period (in shares) \| shares	865,446
Granted (in shares) \| shares	519,533
Vested (in shares) \| shares	(591,801)
Forfeited (in shares) \| shares	(28,236)
Outstanding end of period (in shares) \| shares	764,942
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Outstanding beginning of period (in dollars per share) \| $ / shares	$ 18.75
Granted (in dollars per share) \| $ / shares	9.98
Vested (in dollars per share) \| $ / shares	16.36
Forfeited (in dollars per share) \| $ / shares	15.83
Outstanding end of period (in dollars per share) \| $ / shares	$ 14.76

Goodwill and Other Intangible Assets - Additional Information (Details) - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Finite Lived Intangible Assets [Line Items]
Amortization of intangible assets		$ 1,009,000	$ 1,238,000	$ 1,261,000
Impairment charge		$ 0
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration]			Goodwill and Intangible Asset Impairment
ROCCAT \| Trade Names
Finite Lived Intangible Assets [Line Items]
Impairment charge	$ 800,000
Neat Microphones
Finite Lived Intangible Assets [Line Items]
Impairment charge	$ 1,100,000

Goodwill and Other Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets

Identifiable intangible assets, and related accumulated amortization, as of December 31, 2023 and 2022 consist of:


	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


	December 31, 2022
	Gross Carrying Value			Accumulated Amortization			Net Book Value
	(in thousands)
Customer relationships	$	8,085		$	6,750		$	1,335
Tradenames		3,066			2,147			919
Developed technology		1,884			1,495			389
Foreign currency		(1,375	)		(1,344	)		(31	)
Total Intangible Assets	$	11,660		$	9,048		$	2,612

(1)

The accumulated amortization includes $1.9 million of accumulated impairment charges as of December 31, 2023.

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

As of December 31, 2023, estimated annual amortization expense related to definite lived intangible assets in future periods is as follows:


	(in thousands)
2024	$	1,006
2025		425
2026		170
Thereafter		-
Total	$	1,601

Schedule of Changes in Carrying Values of Goodwill

All goodwill is attributable to the gaming accessories reporting unit. Changes in the carrying values of goodwill for twelve months ended December 31, 2023 are as follows:


	(in thousands)
Balance as of January 1, 2023	$	10,686
No Activity		-
Balance as of December 31, 2023	$	10,686

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 11. Commitments and Contingencies

Litigation

The Company is subject to various legal proceedings and claims that arise in the ordinary course of its business. Although the amount of any liability that could arise with respect to these actions cannot be determined with certainty, in the Company’s opinion, any such liability will not have a material adverse effect on its consolidated financial position, consolidated results of operations or liquidity.

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 a 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 is appealing that judgment.

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 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.

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 does not believe the claims have merit and intends to defend itself in this proceeding. TBCH will file its statement of defense to the complaint by April 30, 2024.

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 December 31, 2023 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 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 warranties, which are included in other current liabilities:


	Year ended December 31,
	2023			2022			2021
	(in thousands)
Warranty, beginning of period	$	618		$	856		$	1,039
Warranty costs accrued		721			380			674
Settlements of warranty claims		(669	)		(618	)		(857	)
Warranty, end of period	$	670		$	618		$	856

Operating Leases – Right of Use Assets

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


	Balance Sheet Classification	December 31, 2023
		(in thousands)
Right-of-use assets	Other assets	$	7,006

Lease liability obligations, current	Other current liabilities	$	1,251
Lease liability obligations, noncurrent	Other liabilities		6,481
Total lease liability obligations		$	7,732
Weighted-average remaining lease term (in years)			5.8
Weighted-average discount rate			4.3	%

During the year ended December 31, 2023, the Company recognized approximately $1.5 million of lease costs in operating expenses and approximately $1.3 million of operating cash flows from operating leases.

Approximate future minimum lease payments for the Company’s right of use assets over the remaining lease periods as of December 31, 2023:


	(in thousands)
2024	$	1,437
2025		1,451
2026		1,361
2027		1,383
2028		1,201
Thereafter		1,980
Total minimum payments		8,813
Less: Imputed interest		(1,081	)
Total	$	7,732

Goodwill and Other Intangible Assets - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]
2024	$ 1,006
2025	425
2026	170
Thereafter	0
Total	$ 1,601

Credit Facilities and Long-Term Debt - Additional Information (Details) - USD ($)			12 Months Ended
	Mar. 10, 2023	Mar. 05, 2018	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Interest expense, debt			$ 600,000	$ 1,200,000	$ 400,000
Amortization of debt financing costs			141,000	$ 189,000	$ 189,000
Revolving Credit Facility, Maturing March 2024
Debt Instrument [Line Items]
Long Term Debt			$ 0
Revolving Credit Facility, Maturing April 1, 2025
Debt Instrument [Line Items]
Expiration date		Apr. 01, 2025
Maximum borrowing capacity		$ 80,000,000
Line of credit facility, capacity available for specific purpose other than for trade purchases		40,000,000
Debt instrument, covenant, current fixed charge ratio required, minimum			1.00%
Remaining borrowing capacity			$ 60,600,000
Revolving Credit Facility, Maturing April 1, 2025 \| Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate			11.00%
Revolving Credit Facility, Maturing April 1, 2025 \| SONIA Rate
Debt Instrument [Line Items]
Basis spread on variable rate			8.90%
Revolving Credit Facility, Maturing April 1, 2025 \| BSBY Rate Loans, BSBY Daily Floating Rate Loans
Debt Instrument [Line Items]
Basis spread on variable rate			1.50%
Revolving Credit Facility, Maturing April 1, 2025 \| UK Alternative Currency Loans
Debt Instrument [Line Items]
Basis spread on variable rate			3.50%
Revolving Credit Facility, Maturing April 1, 2025 \| Minimum
Debt Instrument [Line Items]
Unused commitment fee, percent			0.375%
Revolving Credit Facility, Maturing April 1, 2025 \| Minimum \| Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate			0.50%
Revolving Credit Facility, Maturing April 1, 2025 \| Maximum
Debt Instrument [Line Items]
Unused commitment fee, percent			0.50%
Revolving Credit Facility, Maturing April 1, 2025 \| Maximum \| Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate			2.50%
Revolving Credit Facility, Maturing April 1, 2025 \| UK Borrower
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 15,000,000
Revolving Credit Facility, Maturing April 1, 2025 \| TB Europe
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 15,000,000
Increased undrawn commitment fee percetage	0.125%

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Income Tax Expense (Benefit)

The provision (benefit) for income taxes consists of the following:


	Year Ended
	December 31,
	2023			2022			2021
	(in thousands)
Federal:
Current	$	4		$	(579	)	$	(511	)
Deferred		8			4,667			701
Total Federal		12			4,088			190
State and Local:
Current		(539	)		(762	)		769
Deferred		17			1,602			346
Total State and Local		(522	)		840			1,115
Foreign
Current		848			255			1,051
Deferred		—			(90	)		72
Total Foreign		848			165			1,123
Total	$	338		$	5,093		$	2,428

Schedule of Effective Income Tax Rate Reconciliation

The reconciliation between the provision (benefit) for income taxes and the expected provision (benefit) for income taxes at the U.S. federal statutory rate is as follows:


	Year Ended
	December 31,
	2023			2022			2021
	(in thousands)
U.S. Operations	$	(20,116	)	$	(53,947	)	$	15,146
Foreign Operations		2,775			(506	)		5,003
Income (loss) before income taxes		(17,341	)		(54,453	)		20,149
Federal statutory rate		21	%		21	%		21	%
Provision (benefit) for income taxes at federal statutory rate		(3,642	)		(11,435	)		4,231
State taxes, net of federal benefit		(385	)		(2,098	)		812
Foreign tax rate differential		135			90			(60	)
Change in valuation allowance		2,850			18,353			—
Excess tax benefit recognized		287			(232	)		(2,159	)
Foreign Derived Intangible Income		—			—			(976	)
Foreign tax credit		(96	)		—			(770	)
Research and development credit		(558	)		(400	)		(878	)
Global intangible low taxed income		858			325			530
Change in unrecognized tax benefits		(330	)		(382	)		673
Section 162(m)		1,237			395			634
Other		(18	)		477			391
Provision for income taxes	$	338		$	5,093		$	2,428

Schedule of Deferred Tax Assets and Liabilities

The tax effects of significant items comprising the Company’s deferred tax assets (liabilities) are as follows:


	December 31, 2023			December 31, 2022
	(in thousands)
Allowance for doubtful accounts	$	4		$	4
Fixed assets		(764	)		(897	)
Goodwill		(1,402	)		(1,268	)
Employee benefits		2,789			2,254
Intangible assets		1,614			1,573
Inventories		1,434			2,846
Lease liability		1,977			2,227
Net operating loss		8,372			7,354
Research and development expenses		6,154			3,835
Right of use asset		(1,754	)		(2,010	)
Sales reserves		1,524			1,501
Unrecognized tax benefits		311			470
Other		1,376			852
		21,635			18,741
Valuation allowance		(22,094	)		(19,244	)
Net deferred tax assets (liabilities)	$	(459	)	$	(503	)

Schedule of Unrecognized Tax Benefits

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:


	December 31, 2023			December 31, 2022
	(in thousands)
Gross unrecognized tax benefit, beginning of period	$	3,002		$	3,415
Additions based on tax positions related to the current year		128			150
Additions related to tax positions in a prior year		—			158
Settlements related to tax positions in a prior period		(32	)		(321	)
Decreases based on tax positions in a prior period		(814	)		(400	)
Gross unrecognized tax benefit, end of period	$	2,284		$	3,002

Summary of Income Tax Examinations

The Company files U.S., state, and foreign income tax returns in jurisdictions with various statutes of limitations. Below is a summary of the filing jurisdictions and open tax years:


		Open Years
U.S. Federal		2020 - 2022
U.S. State and Local		2019 - 2022
Non-U.S.		2020 - 2022

Composition of Certain Financial Statement Items - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	$ 35,740	$ 33,812
Less: accumulated depreciation and amortization	(30,916)	(27,450)
Total property and equipment, net	4,824	6,362
Machinery and equipment
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	2,597	2,373
Software and software development
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	2,438	2,396
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	1,700	1,713
Tooling
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	11,250	9,901
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	1,988	2,050
Demonstration units and convention booths
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	$ 15,767	$ 15,379

Net Income (Loss) Per Share (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Schedule of Computation of Basic and Diluted Net Income (Loss) per Share of Common Stock

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


	Year Ended
	December 31,
	2023			2022			2021
	(in thousands, except per-share data)
Net income (loss)	$	(17,679	)	$	(59,546	)	$	17,721

Weighted average common shares outstanding — Basic		17,135			16,450			15,915
Plus incremental shares from assumed conversions:
Dilutive effect of restricted stock		—			—			438
Dilutive effect of stock options		—			—			1,348
Dilutive effect of warrants		—			—			550
Weighted average common shares outstanding — Diluted		17,135			16,450			18,251
Net income (loss) per share:
Basic	$	(1.03	)	$	(3.62	)	$	1.11
Diluted	$	(1.03	)	$	(3.62	)	$	0.97

Schedule of Antidilutive Securities Excluded from Computation of Diluted Net Income per Share of Common Stock


		Year Ended
		December 31,
		2023		2022		2021
	(in thousands)
Stock options			1,374		1,669		721
Unvested restricted stock awards			1,404		1,449		294
Total			2,778		3,118		1,015

Goodwill and Other Intangible Assets - Schedule of Changes in Carrying Values of Goodwill (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Balance as of January 1, 2023	$ 10,686
No Activity	0
Balance as of December 31, 2023	$ 10,686

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Composition of Certain Financial Statement Items - Schedule of Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Condensed Consolidated Balance Sheet Components [Abstract]
Finished goods	$ 43,579	$ 70,407
Raw materials	440	845
Total inventories	$ 44,019	$ 71,252

Segment Information - Additional Information (Details)	12 Months Ended
Segment Information - Additional Information (Details)	Dec. 31, 2023 Segment
Segment Reporting [Abstract]
Number of reportable segments	1