Turtle Beach Corp 10-K for FY2023

Turtle Beach Corp (TBCH)

10-K 2024-03-13 For: 2023-12-31

Added on April 11, 2026

About this 10-K

Turtle Beach Corp filed this 10-K on March 13, 2024, covering the fiscal year ended December 31, 2023 (FY2023).

Headline figures

Fiscal year ended December 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $258.12M; up 7.5% from $240.17M a year earlier
Net loss: $17.68M; compared with a net loss of $59.55M a year earlier
Diluted EPS: -$1.03; compared with -$3.62 a year earlier

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


Title of each class	Trading Symbols	Name of each exchange on which registered
Common Stock, par value $0.001	HEAR	The Nasdaq Global Market


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐


		Page
PART I.
Item 1.	Business	4
Item 1A.	Risk Factors	10
Item 1B.	Unresolved Staff Comments	21
Item 1C.	Cybersecurity	21
Item 2.	Properties	22
Item 3.	Legal Proceedings	22
Item 4.	Mine Safety Disclosures	23

PART II.
Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	24
Item 6.	Reserved	25
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 8.	Financial Statements and Supplementary Data	36
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	64
Item 9A.	Controls and Procedures	64
Item 9B.	Other Information	64
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	65

PART III.
Item 10.	Directors, Executive Officers and Corporate Governance	67
Item 11.	Executive Compensation	67
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	67
Item 13.	Certain Relationships and Related Transactions, and Director Independence	67
Item 14.	Principal Accounting Fees and Services	67

PART IV.
Item 15.	Exhibits and Financial Statement Schedules	68
Item 16.	Form 10-K Summary	68

EXHIBIT INDEX		69
SIGNATURES		71


Location	State or Country	Principal Business Activity	Approx. Square Feet		Expiration Date of Lease
White Plains	NY	Corporate Headquarters		15,800	2031
San Diego	CA	Administration		16,150	2029
Hamburg	DE	Administration		8,600	2028
New Taipei City	TW	Administration		14,800	2025
Basingstoke	U.K.	Administration		7,030	2032


	Year Ended
	December 31,
	2023			2022			2021
	(in thousands)
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
Gross margin		29.3	%		20.5	%		35.0	%

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		338			5,093			2,428
Net income (loss)	$	(17,679	)	$	(59,546	)	$	17,721


☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	Payments Due by Period
(in thousands)	Total		Less Than One Year		1 - 3 Years		3 - 5 Years		More Than Five Years
Contractual Obligations: (1)
Operating lease obligations (2)	$	9,830	$	1,463	$	4,209	$	1,917		2,241
Long term debt (3)		—		—		—		—		—
Total	$	9,830	$	1,463	$	4,209	$	1,917	$	2,241


INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm (Ernst & Young LLP, New York, New York, PCAOB #42)	37
Report of Independent Registered Public Accounting Firm (BDO USA, LLP New York, New York, PCAOB #243)	39

Consolidated Financial Statements:

Consolidated Statements of Operations for the Years Ended December 31, 2023, 2022 and 2021	40
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2023, 2022 and 2021	41
Consolidated Balance Sheets as of December 31, 2023 and 2022	42
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021	43
Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2023, 2022 and 2021	44
Notes to Consolidated Financial Statements	45
Supplemental Schedule - Schedule II Valuation and Qualifying Accounts	72



How We Addressed the Matter in Our Audit	We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s process to estimate variable consideration related to its cash-based incentive programs. For example, we tested controls over management’s review of significant assumptions, such as forecasted sales and claims activity, management’s validation of the completeness and accuracy of the data used in making their estimates, and controls over retrospective review analysis. Among other audit procedures, we tested the Company's retrospective review of cash-based incentives reserves, evaluated the assumptions by comparing them to historical trends and third-party information, and performed transactional testing of customer claim activity.
	Revenue Recognition: Sales Return Reserve
Description of the Matter	As described in Note 1 and Note 3 of the consolidated financial statements, the Company provides certain customers product return rights, which results in variable consideration. As of December 31, 2023, the Company has recognized an allowance for sales returns of $8.4 million in accounts receivable on the consolidated balance sheet. Auditing the measurement of variable consideration related to sales returns is complex because the calculation is determined based on significant management estimates. These estimates are based on historical and current return activity trends and forecasted economic trends in comparison to historical trends, when applicable. Changes in these assumptions can have a significant impact on the amount of the revenue recognized.
How We Addressed the Matter in Our Audit	We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s process to estimate variable consideration related to its allowance for sales returns. For example, we tested controls over management’s review of significant assumptions, such as historical return rates, management’s validation of the completeness and accuracy of the data used in making their estimates, and other controls over retrospective review analysis. Among other audit procedures, we tested the Company's retrospective review of the allowance for sales returns, evaluated the assumptions by comparing them to historical trends, and performed transactional testing of sales returns. Additionally, we tested whether the introduction of new products or new customer contracts could have a material impact on the allowance for sales returns at period end.


	Year ended December 31,
	2023			2022			2021
	(in thousands, except per-share data)
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		338			5,093			2,428
Net income (loss)	$	(17,679	)	$	(59,546	)	$	17,721

Net income (loss) per share:
Basic	$	(1.03	)	$	(3.62	)	$	1.11
Diluted	$	(1.03	)	$	(3.62	)	$	0.97
Weighted average number of shares:
Basic		17,135			16,450			15,915
Diluted		17,135			16,450			18,251


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


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.


		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


	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


	December 31,			December 31,
	2023			2022
ASSETS	(in thousands, except par value and share amounts)
Current Assets:
Cash and cash equivalents	$	18,726		$	11,396
Accounts receivable, less allowances of $37,052 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
LIABILITIES AND STOCKHOLDERS’ EQUITY
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


	Year Ended December 31,
	2023			2022			2021
	(in thousands)
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


	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


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


	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


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


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


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


	(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


	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


	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


	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	%


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	)


2.1*		Agreement and Plan of Merger, dated August 5, 2013, among the Company, Merger Sub and VTBH (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K originally filed with the Securities and Exchange Commission on August 5, 2013).

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

3.2**		Bylaws, as amended, of Turtle Beach Corporation.

3.3		Certificate of Designation of Series A Junior Participating Preferred Stock of Turtle Beach Corporation (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 29, 2023).

4.1		Form of Turtle Beach Corporation stock certificate (Incorporated by reference to Exhibit 4.1 to the Company's Form 10/A filed with the Securities and Exchange Commission on July 27, 2010).

4.2		Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities and Exchange Act of 1934 (Incorporated by reference to Exhibit 4.7 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 13, 2020).

10.1		Second Amendment and Joinder to Amended and Restated Loan, Guaranty and Security Agreement, dated as of May 31, 2019, by and among Turtle Beach Corporation, Voyetra Turtle Beach, Inc., TBC Holding Company LLC, Turtle Beach Europe Limited, VTB Holdings, Inc., the financial institutions party thereto and Bank of America, N.A., as administrative agent, collateral agent and security trustee for the lenders (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 6, 2019).

10.2		Third Amendment to Amended and Restated Loan, Guaranty and Security Agreement, dated March 10, 2023, by and among Turtle Beach Corporation, Voyetra Turtle Beach, Inc., TBC Holding Company LLC, Turtle Beach Europe Limited, VTB Holdings, Inc., the financial institutions party thereto and Bank of America, N.A., as administrative agent, collateral agent and security trustee for the lenders (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 15, 2023).

10.3†		Turtle Beach Corporation 2023 Stock-Based Incentive Compensation Plan, as amended. (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q originally filed with the Securities and Exchange Commission on August 7, 2023).

10.4†		Form of Performance Stock Unit Agreement under the Turtle Beach Corporation 2023 Stock-Based Incentive Compensation Plan (Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2023).

10.5†		Form of Restricted Stock Agreement under the Turtle Beach Corporation 2023 Stock-Based Incentive Compensation Plan (Incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2023).

10.6		Form of Deferred Stock Award Agreement under the Turtle Beach Corporation 2023 Stock-Based Incentive Compensation Plan (Incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2023).

10.7†		Turtle Beach Corporation Annual Incentive Bonus Plan (Incorporated by reference to Annex F to the Company’s Definitive Proxy Statement on Schedule 14A originally filed with the Securities and Exchange Commission on December 3, 2013).

10.8†		VTB Holdings, Inc. 2011 Phantom Equity Appreciation Plan (Incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2014).

10.9		Separation Letter Agreement and Release, dated as of May 1, 2023, by and between Turtle Beach Corporation and Juergen Stark (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 2, 2023).

10.10		Letter Agreement, dated June 20, 2023, by and between Turtle Beach Corporation and Cris Keirn (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 22, 2023).


10.11†		Offer Letter, dated as of September 16, 2013, by and between Voyetra Turtle Beach, Inc. and John Hanson (Incorporated by reference to Exhibit 10.26 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2014).

10.12†		Form of Indemnification Agreement (Incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2015).

10.13†		Turtle Beach Corporation Amended and Restated Retention Plan, dated November 18, 2021 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 19, 2021).

10.14†		Turtle Beach Corporation 2022 Retention Plan Document (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission August 8, 2022).

10.15†		Letter Agreement, dated November 19, 2021, between Turtle Beach Corporation and John Hanson (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 19, 2021).

10.16		Cooperation Agreement, dated May 13, 2022, by and among Turtle Beach Corporation, The Donerail Group LP, and the other parties thereto (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission May 17, 2022).

10.17		Waiver of Replacement Rights Agreement, dated June 17, 2023, by and among Turtle Beach Corporation, The Donerail Group LP and the other parties thereto. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission June 23, 2023).

21**		Subsidiaries of the Company.

23.1**		Consent of ERNST & YOUNG LLP.

23.2**		Consent of BDO USA, P.C.

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

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

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

97.1**		Compensation Recoupment Policy of Turtle Beach Corporation.

		Extensible Business Reporting Language (XBRL) Exhibits

101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. **

101.SCH		Inline XBRL Taxonomy Extension Schema Document**

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

*		All exhibits and schedules to the Agreement and Plan of Merger have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish the omitted exhibits and schedules to the SEC upon request by the SEC.
**		Filed herewith.
†		Management contract or compensatory plan.


			TURTLE BEACH CORPORATION

Date:	March 13, 2024	By:	/s/ JOHN T. HANSON
			John T. Hanson Chief Financial Officer and Treasurer
			(Principal Financial and Accounting Officer)


Date:	March 13, 2024	/s/ CRIS KEIRN
		Cris Keirn, Interim CEO & SVP Global Sales
		(Principal Executive Officer)

Date:	March 13, 2024	/s/ JOHN T. HANSON
		John T. Hanson, Chief Financial Officer and Treasurer
		(Principal Financial and Accounting Officer)


Date:	March 13, 2024	/s/ GREGORY BALLARD
		Gregory Ballard, Director


Date:	March 13, 2024	/s/ TERRY JIMENEZ
		Terry Jimenez, Chairman and Director


Date:	March 13, 2024	/s/ KATHERINE L. SCHERPING
		Katherine L. Scherping, Director


Date:	March 13, 2024	/s/ MICHELLE WILSON
		Michelle Wilson, Director


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