Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 8-May-14 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'Parametric Sound Corp | ' |
Entity Central Index Key | '0001493761 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 37,843,247 |
Document Fiscal Period Focus | 'Q1 | ' |
Document Fiscal Year Focus | '2014 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (unaudited) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS: | ' | ' |
Cash and cash equivalents | $5,552 | $6,509 |
Accounts receivable | 28,904 | 48,542 |
Inventories | 41,584 | 49,643 |
Deferred tax assets | 9,745 | 2,214 |
Prepaid expenses and other current assets | 4,131 | 3,561 |
Prepaid income taxes | 2,925 | 2,925 |
Total Current Assets | 92,841 | 113,394 |
Property and equipment, net | 6,229 | 7,369 |
Deferred financing costs, net | 449 | 1,575 |
Deferred tax assets, long-term portion | 6,322 | 827 |
Intangible assets, net | 40,210 | 3,972 |
Goodwill | 80,868 | 0 |
Other assets | 119 | 170 |
TOTAL ASSETS | 227,038 | 127,307 |
CURRENT LIABILITIES: | ' | ' |
Revolving credit facilities | 34,490 | 39,736 |
Term loan, current portion | 0 | 14,500 |
Subordinated notes | 17,737 | 0 |
Accounts payable | 28,833 | 44,136 |
Accrued liabilities | 10,341 | 8,615 |
Due to shareholders, current portion | 3,125 | 3,125 |
Capital lease obligation, current portion | 38 | 0 |
Other current liabilities | 288 | 1,097 |
Total Current Liabilities | 94,852 | 111,209 |
Series B redeemable preferred stock | 13,983 | 13,713 |
Income tax payable, long-term portion | 1,986 | 1,986 |
Capital lease obligation, long-term portion | 75 | 0 |
Deferred tax liabilities | 14,325 | 850 |
Subordinated note | 0 | 10,342 |
TOTAL LIABILITIES | 125,221 | 138,100 |
Commitments and Contingencies | ' | ' |
Series A convertible stock, $0.01 par value - 50,000,000 shares authorized; 48,689,555 shares issued and outstanding as of December 31, 2013 | 0 | 24,345 |
STOCKHOLDERS' EQUITY (DEFICIT) | ' | ' |
Common stock, $0.001 par value - 50,000,000 shares authorized; 37,651,247 shares issued and outstanding as of March 31, 2014 and 12,700,460 shares issued and outstanding as of December 31, 2013 | 38 | 13 |
Additional paid-in capital | 85,678 | -54,031 |
Retained earnings | 15,868 | 18,775 |
Accumulated other comprehensive income | 233 | 105 |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | 101,817 | -35,138 |
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) | $227,038 | $127,307 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
STOCKHOLDERS' EQUITY (DEFICIT) | ' | ' |
Preferred stock par value | $0 | $0.01 |
Preferred stock shares authorized | 0 | 50,000,000 |
Preferred stock shares issued | 0 | 48,689,555 |
Preferred stock shares outstanding | 0 | 48,689,555 |
Common stock par value | $0.00 | $0.00 |
Common stock shares authorized | 50,000,000 | 50,000,000 |
Common stock shares issued | 37,651,247 | 12,700,426 |
Common stock shares outstanding | 37,651,247 | 12,700,426 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (unaudited) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Income Statement [Abstract] | ' | ' |
Net Revenue | $38,288 | $29,533 |
Cost of Revenue | 26,012 | 20,908 |
Gross Profit | 12,276 | 8,625 |
Operating expenses: | ' | ' |
Selling and marketing | 7,000 | 5,706 |
Research and development | 1,998 | 887 |
General and administrative | 3,573 | 2,370 |
Business transaction costs | 4,228 | 0 |
Total operating expenses | 16,799 | 8,963 |
Operating loss | -4,523 | -338 |
Other (income) expense, net: | ' | ' |
Interest expense | 4,240 | 1,314 |
Other (income) expense, net | -25 | 389 |
Total other expense, net | 4,215 | 1,703 |
Loss before (benefit) provision for income taxes | -8,738 | -2,041 |
(Benefit) provision for income taxes | -5,832 | 263 |
Net loss | ($2,906) | ($2,304) |
Net loss per share: | ' | ' |
Basic (in dollars per share) | ($0.09) | ($0.18) |
Diluted (in dollars per share) | ($0.09) | ($0.18) |
Weighted-average shares used to compute net loss per share: | ' | ' |
Basic (in shares) | 33,715 | 12,700 |
Diluted (in shares) | 33,715 | 12,700 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (unaudited) (USD $) | 3 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' | ' |
Net loss | ($2,906) | ($2,304) | ' |
Adjustments to reconcile net loss to net cash provided by operating activities: | ' | ' | ' |
Depreciation and amortization of property and equipment | 1,814 | 936 | ' |
Amortization of intangible assets | 237 | 231 | ' |
Amortization of debt financing costs | 2,545 | 199 | 199 |
Stock-based compensation | 1,049 | 708 | ' |
Accrued interest on Series B redeemable preferred stock | 270 | 243 | ' |
Paid in kind interest | 396 | 0 | ' |
Deferred income taxes | -6,331 | -91 | ' |
Reversal of sales returns reserve | 1,265 | 1,482 | ' |
Reversal of doubtful accounts | -151 | 0 | ' |
Provision for obsolete inventory | 381 | 0 | ' |
Changes in operating assets and liabilities: | ' | ' | ' |
Accounts receivable | 18,618 | 45,190 | ' |
Inventories | 8,360 | 1,924 | ' |
Accounts payable | -15,845 | -16,491 | ' |
Accrued liabilities | 81 | -112 | ' |
Prepaid expenses and other current assets | -646 | 1,142 | ' |
Income taxes payable | 188 | -8,106 | ' |
Other liabilities | -423 | 0 | ' |
Net cash provided by operating activities | 8,902 | 24,951 | ' |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' | ' |
Purchase of property and equipment | -468 | -254 | ' |
Cash acquired in business combination | 4,093 | 0 | ' |
Net cash provided by (used in) investing activities | 3,625 | -254 | ' |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' | ' |
Borrowings on revolving credit facilities | 44,490 | 9,000 | ' |
Repayment of revolving credit facilities | -49,736 | -33,000 | ' |
Repayment of capital leases | -6 | 0 | ' |
Repayment of term loan | -14,500 | -3,750 | ' |
Proceeds from exercise of stock options and warrants | 559 | 0 | ' |
Debt financing costs | -1,419 | 0 | ' |
Proceeds from issuance of subordinated notes | 7,000 | 0 | ' |
Net cash used in financing activities | -13,612 | -27,750 | ' |
Effect of exchange rate changes on cash and cash equivalents | 128 | 0 | ' |
Net decrease in cash and cash equivalents | -957 | -3,053 | ' |
Cash and cash equivalents, beginning of period | 6,509 | 5,219 | 5,219 |
Cash and cash equivalents, end of period | 5,552 | 2,166 | 6,509 |
SUPPLEMENTAL DISCLOSURE OF INFORMATION | ' | ' | ' |
Cash paid for interest | 563 | 725 | ' |
Cash paid for income taxes | 14 | 7,535 | ' |
Value of shares issued to acquire Parametric | $113,782 | ' | $0 |
Organization_and_Description_o
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Organization and Description of Business | ' |
ORGANIZATION AND DESCRIPTION OF BUSINESS | |
On January 15, 2014 (the “Closing Date”), VTB Holdings, Inc., which operated the Turtle Beach business, ("VTBH", or "Turtle Beach") and Parametric Sound Corporation ("Parametric") completed the merger (the “Merger”) of Paris Acquisition Corporation ("Merger Sub") with and into VTBH in accordance with the terms and conditions of the Merger Agreement dated August 5, 2013, by and among Parametric, Merger Sub and VTBH (the "Merger Agreement"). As a result of the Merger, VTBH, the accounting acquirer, and the surviving entity in the Merger, became a wholly-owned subsidiary of Parametric, a publicly-traded company, currently listed on NASDAQ under HEAR. Since VTBH is considered the accounting acquirer, the December 31, 2013 Balance Sheet and the comparative information for the quarter ended March 31, 2013 contain the results of VTBH only. The results of operations as of, and for the quarter ended March 31, 2014 contain the results of VTBH and Parametric from the January 15, 2014 acquisition date forward. | |
VTBH was incorporated in the state of Delaware in 2010 and is headquartered in Valhalla, New York, with additional administrative and research and development offices in San Diego and San Jose, California. In January 2011, a reorganization of the business was effected whereby VTBH became the parent holding company of the historical business of Voyetra Turtle Beach, Inc. (“VTB”). Subsequent to the reorganization, VTB was a wholly-owned subsidiary of VTBH. | |
VTB was incorporated in the state of Delaware in 1975 and is headquartered in Valhalla, New York with warehouse distribution centers in New York, New Jersey, Texas and California. In October 2012, VTB acquired Lygo International Limited (“Lygo”), a private limited company organized under the laws of England and Wales, which was subsequently renamed Turtle Beach Europe Limited ("TB Europe"). | |
Parametric was incorporated in the state of Nevada in 2010 as a new wholly-owned subsidiary of LRAD Corporation and after a spin off, became a stand-alone independent public company later that year. Parametric has an administrative office and a manufacturing facility located in Poway, California. | |
In connection with the Merger, Parametric issued to the former holders of VTBH common stock and Series A Preferred Stock an aggregate of 30,227,100 shares of Parametric Common Stock, par value $0.001 per share (“Parametric Common Stock”). The number of shares of Parametric Common Stock issued was computed in accordance with a formula specified in the Merger Agreement using an exchange ratio of 0.35997 shares of Parametric Common Stock for every one share of VTBH common stock or Series A Preferred Stock. Accordingly, all historical equity of the Company is presented as if subsequent to this conversion. In addition, in accordance with the terms of the Merger Agreement, all outstanding options to purchase shares of VTBH common stock were converted into options to purchase shares of Parametric Common Stock that were assumed by Parametric. These newly issued shares of Parametric Common Stock, together with the converted options, represented approximately 80% of the total issued and outstanding shares of Parametric Common Stock, on a fully-diluted basis, as of the Closing Date. | |
As a result of the 0.35997 exchange ratio pursuant to the Merger, shares of VTBH common stock, Series A preferred stock, historical VTBH share amounts, stock option shares and weighted average share amounts been presented, as if converted from the earliest period forward. Accordingly, the 35,282,286 shares of VTBH Common Stock presented on its previously filed Balance Sheet as of December 31, 2013, are presented herein as 12,700,460 shares. On January 15, 2014, upon the close of the Merger, VTBH's Series A Preferred Stock was converted into 17,526,640 shares of Parametric Common stock, which when added to the outstanding 12,700,460 shares of VTBH Common Stock then outstanding, comprised the 30,227,100 shares of Parametric Stock issued to former holders discussed above. These shares were combined with 7,274,622 outstanding pre-Merger Parametric shares, to arrive at a total of 37,501,722 shares issued and outstanding as of the Merger. | |
For accounting purposes, the Merger was treated as a “reverse acquisition” and VTBH was considered the accounting acquirer. Accordingly, VTBH’s historical results of operations will replace Parametric’s historical results of operations for all periods prior to the Merger, and for all periods following the Merger, the results of operations of both companies will be included in Parametric’s financial statements. | |
Description of the Business | |
Parametric is a premier audio innovation company with deep expertise and relevant experience in developing, commercializing and marketing audio technologies across a range of large addressable markets under the Turtle Beach and HyperSound brands. Turtle Beach is the worldwide leading provider of feature-rich headset solutions for use across multiple platforms, including video game and entertainment consoles, handheld consoles, personal computers, or PCs, Macintosh computers, or Macs, tablets and mobile devices. HyperSound is a novel patent protected sound delivery technology that delivers immersive, directional audio which offers unique benefits in a variety of commercial and consumer audio applications, and is capable of increasing the ability of persons with hearing impairments to perceive and comprehend audio. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | |
The accompanying consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures, normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), have been condensed or omitted pursuant to those rules and regulations. We believe disclosures made are adequate to make the information presented not misleading. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary to fairly state the financial position, results of operations and cash flows with respect to the interim consolidated financial statements have been included. The results of operations for the interim periods are not necessarily indicative of the results of operations for the entire fiscal year. All intercompany accounts and transactions have been eliminated in consolidation. Reference is made to the 2013 annual financial statements ("Annual Report") included in our Prospectus Supplement filed with the SEC on April 24, 2014 that contains information useful to understanding the Company's businesses and financial statement presentations. The Condensed Consolidated Balance Sheet as of December 31, 2013 was derived from the Company's most recent audited financial statements, but does not include all disclosures required by GAAP for a year end balance sheet. Our significant accounting policies and practices are presented as Notes 1 and 2 to the Consolidated Financial Statements included in the Annual Report. | |
For 2013, VTBH recorded its results on a four-four-five week basis such that its fiscal quarters ended on the last Saturday of each calendar quarter. For the fourth quarter of each year, VTBH used December 31 as both its fiscal and calendar quarter ending date. For 2014, Parametric changed to recording results on a calendar month and quarterly basis. This change is not expected to have a material impact on Parametric's 2014 financial results or their comparability with prior year periods. | |
Recent Accounting Pronouncements | |
In February 2013, the FASB issued an update to the authoritative guidance related to the release of cumulative translation adjustments into net income (loss) when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a foreign entity. This update will be effective for fiscal years beginning after December 15, 2013. The adoption of this guidance is not expected to have a significant impact on Parametric’s consolidated financial position or results of operations. |
Fair_Value_Measurement
Fair Value Measurement | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Fair Value Measurement | ' | |||||||||||||||
3. FAIR VALUE MEASUREMENT | ||||||||||||||||
Financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, derivative instruments, revolving lines of credit and long-term debt. 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. Cash, 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 credit facilities and long-term debt and subordinated notes are stated at the carrying value as the stated interest rate approximates market rates currently available to the Company. As of March 31, 2014 and December 31, 2013, the Company has not elected the fair value option for any financial assets and liabilities for which such an election would have been permitted. | ||||||||||||||||
Assets and liabilities recorded at fair value on a recurring basis in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. | ||||||||||||||||
The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: | ||||||||||||||||
Level I - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; | ||||||||||||||||
Level II - Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and | ||||||||||||||||
Level III - Unobservable inputs that are supported by little or no market data for the related assets or liabilities. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Financial instruments consist of Level I and Level II assets and liabilities. Level I assets include highly liquid money market funds that are included in cash and cash equivalents. Level II liabilities include derivative instruments. The Company does not have any Level III assets or liabilities. | ||||||||||||||||
The following table sets forth the fair value of financial assets and liabilities by level within the fair value hierarchy: | ||||||||||||||||
As of March 31, 2014 | ||||||||||||||||
Level I | Level II | Level III | Total | |||||||||||||
(in thousands) | ||||||||||||||||
Financial Assets and Liabilities: | ||||||||||||||||
Cash and cash equivalents - money market funds | $ | 19 | $ | — | $ | — | $ | 19 | ||||||||
Total financial assets | $ | 19 | $ | — | $ | — | $ | 19 | ||||||||
Other current liabilities - derivative liabilities | $ | — | $ | (29 | ) | $ | — | $ | (29 | ) | ||||||
Total financial liabilities | $ | — | $ | (29 | ) | $ | — | $ | (29 | ) | ||||||
As of December 31, 2013 | ||||||||||||||||
Level I | Level II | Level III | Total | |||||||||||||
(in thousands) | ||||||||||||||||
Financial Assets and Liabilities: | ||||||||||||||||
Cash and cash equivalents - money market funds | $ | 19 | $ | — | $ | — | $ | 19 | ||||||||
Total financial assets | $ | 19 | $ | — | $ | — | $ | 19 | ||||||||
Other current liabilities - derivative liabilities | $ | — | $ | (392 | ) | $ | — | $ | (392 | ) | ||||||
Total financial liabilities | $ | — | $ | (392 | ) | $ | — | $ | (392 | ) | ||||||
Concentrations_of_Revenue_and_
Concentrations of Revenue and Accounts Receivable | 3 Months Ended | |||||
Mar. 31, 2014 | ||||||
Risks and Uncertainties [Abstract] | ' | |||||
Concentrations of Revenue and Accounts Receivable | ' | |||||
. CONCENTRATIONS OF REVENUE AND ACCOUNTS RECEIVABLE | ||||||
Significant customers are those which represent 10% or more of the gross revenues for each period presented or gross accounts receivable balance at each balance sheet date. For each significant customer, revenue as a percentage of total revenues and accounts receivable as a percentage of gross accounts receivable are as follows: | ||||||
Percentage of Revenues | ||||||
Customers | 31-Mar-14 | 31-Mar-13 | ||||
Customer A | 22 | % | 10 | % | ||
Customer B | 15 | % | 23 | % | ||
Customer C | 11 | % | 16 | % | ||
Percentage of Accounts Receivable | ||||||
Customers | 31-Mar-14 | 31-Dec-13 | ||||
Customer A | 28 | % | 24 | % | ||
Customer B | 18 | % | 20 | % |
Condensed_Consolidated_Balance2
Condensed Consolidated Balance Sheet Components | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Condensed Consolidated Balance Sheet Components [Abstract] | ' | |||||||
Condensed Consolidated Balance Sheet Components | ' | |||||||
CONDENSED CONSOLIDATED BALANCE SHEET COMPONENTS | ||||||||
Inventories, net | ||||||||
Inventories, net consist of the following: | ||||||||
As of | As of | |||||||
31-Mar-14 | 31-Dec-13 | |||||||
(in thousands) | ||||||||
Raw materials | $ | 2,867 | $ | 5,499 | ||||
Finished goods | 38,717 | 44,144 | ||||||
Total inventories, net | $ | 41,584 | $ | 49,643 | ||||
Allowance for Sales Returns | ||||||||
The sales return reserves, which is classified as a reduction of accounts receivable, consist of the following activity: | ||||||||
As of | As of | |||||||
31-Mar-14 | 31-Dec-13 | |||||||
(in thousands) | ||||||||
Sales return reserves, beginning balance | $ | 6,266 | $ | 7,748 | ||||
Reserve accrual | 1,236 | 20,146 | ||||||
Recoveries and deductions, net | (2,501 | ) | (21,628 | ) | ||||
Sales return reserves, ending balance | $ | 5,001 | $ | 6,266 | ||||
Property and Equipment, net | ||||||||
Property and equipment, net consists of the following: | ||||||||
As of | As of | |||||||
31-Mar-14 | 31-Dec-13 | |||||||
(in thousands) | ||||||||
Machinery and equipment | $ | 551 | $ | 249 | ||||
Software and software development | 674 | 581 | ||||||
Furniture and fixtures | 264 | 144 | ||||||
Tooling | 1,909 | 1,756 | ||||||
Leasehold improvements | 86 | 59 | ||||||
Demonstration units and convention booths | 10,098 | 10,014 | ||||||
Total property and equipment, gross | 13,582 | 12,803 | ||||||
Less: accumulated depreciation and amortization | (7,353 | ) | (5,434 | ) | ||||
Total property and equipment, net | $ | 6,229 | $ | 7,369 | ||||
Accrued Liabilities | ||||||||
Accrued liabilities consist of the following: | ||||||||
As of | As of | |||||||
31-Mar-14 | 31-Dec-13 | |||||||
(in thousands) | ||||||||
Accrued Expenses | $ | 5,619 | $ | 5,295 | ||||
Accrued compensation expenses | 2,387 | 2,089 | ||||||
Other | 2,335 | 1,231 | ||||||
Total accrued liabilities | $ | 10,341 | $ | 8,615 | ||||
Warranty Accruals | ||||||||
The warranty accruals are included in accrued liabilities on the consolidated balance sheets and consist of the following: | ||||||||
As of | As of | |||||||
31-Mar-14 | 31-Dec-13 | |||||||
(in thousands) | ||||||||
Warranty - beginning of period | $ | 139 | $ | 165 | ||||
Warranty costs accrued | 154 | 614 | ||||||
Warranty claims | (161 | ) | (640 | ) | ||||
Warranty - end of period | $ | 132 | $ | 139 | ||||
Business_Combination
Business Combination | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Business Combinations [Abstract] | ' | |||||||
Business Combination | ' | |||||||
BUSINESS COMBINATION | ||||||||
On January 15, 2014, VTBH completed the merger with and into Parametric in an all-stock, tax-free reorganization pursuant to the Merger Agreement. Subsequent to the Merger, Parametric under the leadership of the VTBH management team and Parametric's board of directors is comprised of two former directors from Parametric and five directors selected by the former stockholders of VTBH. | ||||||||
Parametric issued to the former holders of VTBH common stock and Series A Preferred Stock an aggregate of 30,227,100 shares of Parametric Common Stock. The number of shares of Parametric Common Stock issued was computed in accordance with the formula specified in the Merger Agreement using an exchange ratio of 0.35997. Accordingly, all historical equity of Parametric is presented as if subsequent to this conversion. In addition, in accordance with the terms of the Merger Agreement, all then outstanding options to purchase shares of VTBH Common Stock were converted into options to purchase 3,960,783 shares of Parametric Common Stock that were assumed by Parametric. These newly issued shares of Parametric Common Stock, together with the converted options, represented approximately 80% of the total issued and outstanding shares of Parametric Common Stock, on a fully-diluted basis as of the Closing Date. | ||||||||
The Merger was accounted for as a reverse acquisition pursuant to which VTBH was considered the acquiring entity for accounting purposes. As such, VTBH’s historical results of operations replace Parametric’s historical results of operations for all periods prior to the Merger. | ||||||||
Parametric, the accounting acquiree, was a publicly-traded audio technology company focused on developing new directed audio products for commercial, consumer and health care markets. VTBH entered into the Merger to acquire and commercialize Parametric’s technology and gain access to capital market opportunities as a public company. | ||||||||
Transaction Costs | ||||||||
Subsequent to March 2013, Parametric began to incur costs related to the merger which were expensed in the periods in which they were incurred as business transaction costs on Parametric's Condensed Consolidated Statements of Operations. Business transaction costs expensed during the quarter ended March 31, 2014, include: | ||||||||
(in thousands) | ||||||||
Legal fees | $ | 785 | ||||||
Accounting fees | 84 | |||||||
Advisory fees | 2,704 | |||||||
Termination and severance | 450 | |||||||
Other | 205 | |||||||
Total Transaction Costs | $ | 4,228 | ||||||
Merger fees include success based fees payable to investment bankers for both merger parties. | ||||||||
Purchase Consideration and Net Assets Acquired | ||||||||
The fair value of Parametric Common Stock used in determining the purchase price was $14.30 per share, the closing price on January 15, 2014. The fair value of outstanding stock options of Parametric included in the purchase consideration was determined by the calculating the cumulative vesting attributable to Parametric employees for periods prior to the Merger, using the Black-Scholes option pricing model. Assumptions used in Black-Scholes calculations during such periods included: volatility ranging from 87% to 90%; risk-free interest rates ranging between 0.47% and 0.92%; forfeiture rates ranging from 1.1% to 4.1 %; and expected lives ranging from 3.28 to 4.61 years. | ||||||||
The purchase price is as follows: | ||||||||
(in thousands) | ||||||||
Fair Value of Parametric shares outstanding | $ | 104,027 | ||||||
Fair Value of Parametric stock options | 9,755 | |||||||
Purchase Price | $ | 113,782 | ||||||
The following presents the preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed on January 15, 2014: | ||||||||
(in thousands) | ||||||||
Cash and cash equivalents | $ | 4,093 | ||||||
Accounts receivable | 95 | |||||||
Deferred tax asset | 6,696 | |||||||
Other current assets | 740 | |||||||
Property and equipment | 206 | |||||||
Intangible assets: | ||||||||
In-process research and development (IPR&D) | 27,100 | |||||||
Developed technology | 8,880 | |||||||
Customer relationships | 270 | |||||||
Trade name | 170 | |||||||
Goodwill | 80,868 | |||||||
Accounts payable and accrued liabilities | (1,741 | ) | ||||||
Capital lease obligation | (120 | ) | ||||||
Deferred tax liabilities | (13,475 | ) | ||||||
Total Net Assets Acquired | $ | 113,782 | ||||||
Any changes in the estimated fair values of the net assets recorded for this business combination upon the finalization of more detailed analyses of the facts and circumstances that existed at the date of the transaction will change the allocation of the purchase price. Any subsequent changes to the purchase allocation during the measurement period that are material will be adjusted retrospectively. | ||||||||
The amount allocated to in-process research and development represents an estimate of the fair value of purchased in-process technology for research projects ("IPR&D"), primarily related to directed audio solutions that beam sound to a specific listening area without the ambient noise of traditional speakers. IPR&D is considered an indefinite-lived intangible asset until the completion or abandonment of the associated research and development efforts. Accordingly, during the development period, the IPR&D is not amortized but subject to impairment review. No amortization of the IPR&D has been reflected in the combined consolidated financial statements as the assets are considered indefinite-lived. | ||||||||
The acquired intangible assets relating to developed technology, customer relationships and trade name are subject to amortization. Developed technology is being amortized over an estimated useful life of approximately seven years with the amortization being included within cost of revenue. Customer relationships and trade name are being amortized over an estimated useful life of two years and five years with the amortization being included within sales and marketing expense. | ||||||||
The excess purchase consideration over the fair values of assets acquired and liabilities assumed is recorded as goodwill. Goodwill is not amortized but tested for impairment on an annual basis or when the indicator for impairment exists. | ||||||||
The goodwill recorded is not tax deductible since the transaction was structured as a tax-free exchange. | ||||||||
Amounts allocated to deferred tax assets of $6.7 million and deferred tax liabilities of $13.5 million, relate to acquired net operating loss carryforwards and indefinite lived intangible assets, respectively. | ||||||||
Unaudited Pro Forma Information | ||||||||
Supplemental information on a pro forma basis assuming the Merger occurred on January 1, 2013 is presented below for the quarters ended March 31, 2014 and 2013: | ||||||||
Quarter Ended | Quarter Ended | |||||||
31-Mar-14 | March 31, 2013 | |||||||
(in thousands) | ||||||||
Pro Forma Net Revenues | $ | 38,288 | $ | 29,688 | ||||
Pro Forma Net Income (Loss) | $ | (4,996 | ) | $ | (4,310 | ) | ||
Pro forma results include $1.2 million in pre-merger business transaction costs in addition to the $4.2 million in merger-related business transaction costs recorded in the Condensed Consolidated Financial Statements. |
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets, net | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||
Intangible Assets, net | ' | |||||||||||||
GOODWILL AND OTHER INTANGIBLE ASSETS, NET | ||||||||||||||
The gross carrying amount and accumulated amortization of goodwill and other intangible assets is as follows: | ||||||||||||||
As of March 31, 2014 | ||||||||||||||
Amortization Period at Date of Acquisition | Gross Carrying Value | Accumulated Amortization | Net Book Value | |||||||||||
(in thousands) | ||||||||||||||
Customer relationships | 2-13 years | $ | 5,796 | $ | 1,828 | $ | 3,968 | |||||||
Non-compete agreements | 2 years | 177 | 127 | 50 | ||||||||||
In-process Research and Development | Indefinite | 27,100 | — | 27,100 | ||||||||||
Developed technology | 7 years | 8,880 | 6 | 8,874 | ||||||||||
Trade names | 5 years | 170 | 7 | 163 | ||||||||||
Patent and trademarks | Indefinite | 55 | — | 55 | ||||||||||
Total Intangible Assets | $ | 42,178 | $ | 1,968 | $ | 40,210 | ||||||||
Goodwill | $ | 80,868 | $ | 80,868 | ||||||||||
As of December 31, 2013 | ||||||||||||||
Amortization Period at Date of Acquisition | Gross Carrying Value | Accumulated Amortization | Net Book Value | |||||||||||
(in thousands) | ||||||||||||||
Customer relationships | 2-13 years | $ | 5,526 | $ | 1,623 | $ | 3,903 | |||||||
Non-compete agreements | 2 years | 177 | 108 | 69 | ||||||||||
Total | $ | 5,703 | $ | 1,731 | $ | 3,972 | ||||||||
Amounts presented as of December 31, 2013 reflect the acquisition of TB Europe in October, 2012. For the quarters ended March 31, 2014 and March 31, 2013, amortization expense of approximately $0.2 million and $0.2 million on the intangible assets was recognized in the accompanying consolidated statements in selling and marketing expenses. | ||||||||||||||
As of March 31, 2014, estimated annual amortization expense related to intangible assets in future periods is as follows: | ||||||||||||||
Estimated Amortization Expense | ||||||||||||||
(in thousands) | ||||||||||||||
2014 | $ | 1,088 | ||||||||||||
2015 | 2,343 | |||||||||||||
2016 | 2,049 | |||||||||||||
2017 | 1,882 | |||||||||||||
2018 | 1,802 | |||||||||||||
Thereafter | 3,891 | |||||||||||||
Total | $ | 13,055 | ||||||||||||
Parametric tests goodwill and intangible assets during the fourth quarter of each year or more frequently if events occur that may be expected to reduce the fair value of a reporting unit below its carrying amount. Goodwill and in-process R&D relate to the Merger as described in Footnote 6 - Business Combination. No testing was deemed necessary in the first quarter of 2014. |
Longterm_Debt
Long-term Debt | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Long-term Debt | ' | |||||||
LONG-TERM DEBT | ||||||||
Parametric’s long-term debt obligations are as follows: | ||||||||
As of | As of | |||||||
31-Mar-14 | 31-Dec-13 | |||||||
(in thousands) | ||||||||
Revolving credit facility, maturing March 2019 | $ | 34,490 | $ | — | ||||
Revolving line of credit | — | 39,736 | ||||||
Term loans | — | 14,500 | ||||||
Subordinated notes | 17,737 | 10,342 | ||||||
Total outstanding debt | 52,227 | 64,578 | ||||||
Less: current portion of revolving line of credit | (34,490 | ) | (39,736 | ) | ||||
Less: current portion of term loan | — | (14,500 | ) | |||||
Less: current portion of subordinated notes | (17,737 | ) | — | |||||
Total noncurrent portion of long-term debt | $ | — | $ | 10,342 | ||||
Total interest expense, inclusive of amortization of deferred financing costs, on long-term debt obligations was $4.0 million, and $1.0 million for quarters ended March 31, 2014 and 2013. | ||||||||
Loan Agreement | ||||||||
On March 31, 2014, Parametric and certain of its subsidiaries entered into a new asset based revolving credit agreement (“Loan Agreement”). The Loan Agreement was entered into by and among Parametric, VTB (together with Parametric “US Borrowers”), TB Europe Limited (the “UK Borrower”, and together with the US Borrowers, the “Borrowers”), PSC Licensing Corp. (“PSC”), and VTBH (together with PSC, the “US Guarantors”, and together with the US Borrowers, the “UK Guarantors”); and Bank of America, N.A., as Agent, Sole Lead Arranger and Sole Bookrunner ("Bank of America"). | ||||||||
The proceeds of this borrowing were used to repay a former lender's revolving credit facility in the US and an invoice factoring arrangement in the UK. | ||||||||
The Loan Agreement is a $60,000,000 credit facility with designated sub-facility limits of $50,000,000 for the US Borrowers and $10,000,000 for the UK Borrower. Actual credit availability under the Loan Agreement will fluctuate because it is subject to a borrowing base limitation that is calculated based on a percentage of eligible trade accounts receivable and inventories, the balances of which fluctuate, and is subject to discretionary reserves and revaluation adjustments. The Borrowers may utilize the Loan Agreement for borrowings as well as for the issuance of bank guarantees, letters of credit and other general corporate purposes as defined by the Loan Agreement. | ||||||||
The Loan Agreement matures in 5 years. | ||||||||
Borrowings will bear interest at a rate that varies depending on the type of loan and the Borrower. The interest rate will be calculated using a base rate plus a margin. Depending on the type of loan, the base rate will either be a rate published by Bank of America or LIBOR. The margin will range from 1.00% to 1.50% for U.S. base rate loans and from 2.00% to 2.50% for U.S. LIBOR loans and U.K. loans. As of March 31, 2014, interest rates for outstanding borrowings were 4.75% for base rate loans and 2.75% for LIBOR rate loans. The Loan Agreement also provides for an unused line fee, letter of credit fees, and agent fees. | ||||||||
If certain availability thresholds are not met, the Loan Agreement requires Parametric and its restricted subsidiaries to maintain on a consolidated basis a fixed charge coverage ratio (defined as the ratio, determined on a consolidated basis for Parametric and its subsidiaries for the most recent four Fiscal Quarters, of (a) EBITDA minus capital expenditures (except those financed with Borrowed Money other than Revolver Loans) and cash taxes paid (b) Fixed Charges (the sum of cash interest expense plus scheduled principal payments made on Borrowed Money, Distributions made in cash, and the Permitted Earnout Payment) (as such capitalized terms are defined in the Loan Agreement). | ||||||||
The Loan Agreement also contains affirmative and negative covenants that, subject to certain exceptions, limit our ability to take certain actions, including our 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 Loan Agreement are secured by a security interest and lien upon substantially all of the Parametric's assets. | ||||||||
At March 31, 2014, Parametric was in compliance with all financial covenants under the Loan Agreement, and excess borrowing availability was approximately $6.4 million. | ||||||||
Loan and Security Agreement | ||||||||
Term Loan | ||||||||
In October 2010, Turtle Beach entered into a loan and security agreement (the "Loan and Security Agreement") with various financial institutions. The Loan and Security Agreement provided for term loans aggregating to $28.0 million. Turtle Beach’s obligations under this credit facility were secured by a first priority lien against substantially all of Turtle Beach’s assets. The term loans bore interest at the greater of (i) the minimum interest rate of 5.50% or (ii) LIBOR plus 4.0% per annum. Interest was due monthly. | ||||||||
In August 2012, the Loan and Security Agreement was amended and restated to increase the principal amount on the term loans to $45.0 million and to amend the maturity date to August 22, 2015. Turtle Beach drew down $45 million of the term loan in connection with the amendment, of which $22.1 million went to pay off the outstanding balance. The term loans bore interest at Turtle Beach’s option at (i) the Adjusted Base Rate plus the applicable margin ranging from 2.50% to 3.25% as determined by Turtle Beach’s total leverage ratio, or (ii) LIBOR, plus the applicable margin ranging from 3.50% to 4.25%. The Applicable Base Rate is equal to the highest of (a) the Prime Rate as determined by the syndication agent, (b) Federal Funds Rate plus 0.5% and (c) the LIBOR rate plus 1%. | ||||||||
On January 15, 2014, we repaid $7.0 million of the term loan with proceeds from a $7.0 million subordinated note, and on February 28, 2014 we repaid the remaining $7.5 million principal balance with funds from operations, as required by amendments to the Loan and Security Agreement entered into during the first quarter of 2014. See "2014 Amendments" below. | ||||||||
Revolving Line of Credit | ||||||||
In August 2011, the Loan and Security Agreement was amended and restated with various financial institutions to include a $15.0 million revolving line of credit. In August 2012, the Loan and Security Agreement was amended and restated to increase the borrowing capacity on the revolving line of credit to $55.0 million. As part of the amendment, the outstanding balance of $10.0 million was paid off. During the year ended December 31, 2012, subsequent to the amendment, Turtle Beach drew down $38.0 million on the revolving line of credit. The maturity date on the revolving line of credit was amended to August 22, 2015. The revolving line of credit was subject to limitations based on specific percentages of eligible accounts receivables and inventory and bore interest at Turtle Beach’s option at (i) the Adjusted Base Rate plus the applicable margin ranging from 2.50% to 3.25% as determined by its total leverage ratio, or (ii) LIBOR, plus the applicable margin ranging from 3.50% to 4.25%. The Applicable Base Rate is equal to the highest of (a) the Prime Rate as determined by the syndication agent, (b) Federal Funds Rate plus 0.5% and (c) the LIBOR rate plus 1%. | ||||||||
2013 Amendments to Term Loan and Subordinated Notes | ||||||||
Turtle Beach entered into amendments to the Loan and Security Agreement in July 2013 and August 2013 (the "2013 Amendments"). The 2013 Amendments waived certain defaults of the fixed charge coverage ratio by Turtle Beach and also provided for a new minimum EBITDA financial covenant, modifications of the fixed charge coverage ratio and maximum total leverage ratio for periods ending on or after September 28, 2013, and a modification of annual clean-down requirements with which Turtle Beach would need to comply in order to provide for an increase in the eligible amount outstanding under the facility. In addition, the 2013 Amendments amended the interest rate on the outstanding term loans under the Loan and Security Agreement and required Turtle Beach to issue $10.0 million of subordinated notes to reduce the outstanding borrowings on the term loan. In August 2013, Turtle Beach issued $10.0 million of subordinated notes to certain affiliated investors, including SG VTB Holdings, LLC, Turtle Beach’s chief executive officer and a director of Turtle Beach. | ||||||||
On January 15, 2014, we issued an additional $7.0 million of subordinated notes on similar terms and used the proceeds to pay off an equivalent amount of term loan debt. | ||||||||
2014 Amendments | ||||||||
On January 15, 2014, in connection with the consummation of the Merger, Parametric became an obligor and guarantor under the Loan and Security Agreement, and the Company entered into an amendment to the Loan and Security Agreement to (i) allow the Company to incur an additional $7.0 million of subordinated indebtedness, (ii) provide for the repayment of the term loan portion of the facility by February 28, 2014, (iii) change the maturity of the revolving line of credit portion of the facility to September 27, 2014, (iv) reduce the commitments under the revolving line of credit to $35.0 million after March 1, 2014, (v) increase the margin pursuant to which interest on outstanding amounts under the Loan and Security Agreement was calculated by 0.75%, and (vi) modify the financial covenants contained in the Loan and Security Agreement. | ||||||||
On March 13, 2014, the Company entered into an amendment to the Loan and Security Agreement to (i) increase the maximum principal amount of the lenders’ revolving loan commitment between February 28, 2014 and April 15, 2014 from $35 million to approximately $39 million, (ii) provide that the borrowers, on or prior to April 15, 2014, would reduce the aggregate dollar amount of revolving loans outstanding under the Loan and Security Agreement to the lesser of $35 million or the Company’s borrowing base (calculated in accordance with the terms of the Loan and Security Agreement) as of such date, (iii) waive the Company’s obligation to deliver certain certificates regarding its liquidity and borrowing base for the fiscal month ended February 28, 2014, and to specify the delivery date of such certificates during March 2014 and April 2014, (iv) eliminate a requirement that the borrowers reduce the aggregate dollar amount of revolving loans and swing loans outstanding under the Loan and Security Agreement to an amount no greater than $25 million for a thirty consecutive day period during the first fiscal quarter of each fiscal year, and (v) eliminate the lenders’ obligation to make additional revolving loan commitments after February 28, 2014. | ||||||||
Deferred Financing Costs | ||||||||
Amortization of deferred financing costs is included in interest expense on the accompanying consolidated statements of operations and for the quarter ended March 31, 2014 and 2013, was $2.5 million and $0.2 million respectively. The amount for the quarter ended March 31, 2014 includes the write-off of $2.2 million in deferred financing costs associated with the Loan and Security Agreement that was repaid during the quarter. | ||||||||
Invoice Factoring | ||||||||
Prior to March 31, 2014, VTBH's, UK subsidiary ("TB Europe") utilized accounts receivable factoring arrangements with a third-party financial institution in order to accelerate its cash collections from product sales. These arrangements provided for the transfer of ownership of eligible trade accounts receivable up to a maximum of £5.0 million at any time, without recourse, to the third-party financial institution in exchange for cash. | ||||||||
As of December 31, 2013, TB Europe had sold $5.7 million of trade accounts receivable to the third-party financial institution, which were netted against accounts receivable on the accompanying Condensed Consolidated Balance Sheet. | ||||||||
This invoice factoring arrangement was terminated on March 31, 2014, and related borrowings were fully paid with proceeds from the Loan Agreement described above. | ||||||||
Subordinated Notes | ||||||||
On August 30, 2013, VTBH issued $10.0 million of subordinated notes (the "August Notes") that bear interest at a rate of (i) 10% per annum for the first year and (ii) 20% per annum for all periods thereafter, with interest accruing and being added to the principal amount of the August Notes quarterly. Principal and interest on the August Notes are due upon maturity of the August Notes, which shall occur on the one year anniversary of the later of (i) the term loan maturity date under VTBH’s former loan and security agreement or (ii) the revolving line of credit termination date thereunder. The proceeds from the August Notes were used to repay an equivalent portion of VTBH’s then outstanding term loans. | ||||||||
In connection with the Third Amendment of VTBH’s former loan and security agreement, on January 15, 2014, VTBH issued an additional $7.0 million subordinated note (the “January Note”) to SG VTB, the proceeds of which were applied against the outstanding balance of the term loan under the former loan and security agreement. The January Note bears interest at a rate of (i) 10% per annum until December 31, 2014 (which is the maturity date of the January Note) and (ii) 20% per annum for all periods thereafter, with interest accruing and being added to the principal amount of the January Note quarterly. The other terms of the January Note are substantially similar to the terms of the August Notes. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
COMMITMENTS AND CONTINGENCIES | |
Litigation | |
Parametric is involved in certain legal proceedings from time to time in the normal course of its operations. Parametric believes that the eventual outcome of such proceedings will not have a material adverse effect on Parametric’s consolidated financial position or its consolidated results of operations or cash flows. | |
On August 5, 2013, VTBH and Parametric announced that they had entered into the Merger Agreement pursuant to which VTBH would acquire an approximately 80% ownership interest and existing Parametric shareholders would maintain an approximately 20% ownership interest in the combined company. Following the announcement, several of Parametric’s shareholders filed class action lawsuits in California and Nevada seeking to enjoin the Merger. The plaintiffs in each case alleged that members of Parametric’s Board of Directors breached their fiduciary duties to the shareholders by agreeing to a Merger that allegedly undervalued Parametric. VTBH was named as a defendant in these lawsuits under the theory that VTBH aided and abetted Parametric'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 cases denied the plaintiffs’ motion for a preliminary injunction. Following the closing of the Merger, the Nevada plaintiffs filed a second amended complaint, which makes essentially the same allegations and seeks 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 permitted by the Nevada court. VTBH believes that the plaintiffs’ claims against it are without merit and intends to vigorously defend itself in the litigation. As of March 31, 2014, the Company is unable to estimate a possible loss or range of possible loss in regards to this matter; therefore, no litigation reserve has been recorded in the consolidated financial statements. | |
On November 20, 2013, Shana Vasek, a purported shareholder of Parametric, filed a class action lawsuit in the United States District Court for the District of Nevada, under the caption Vasek v. Parametric Sound Corp., Case No.2:13-cv-02148-JAD-GWF, naming the same defendants, asserting substantially the same allegations and seeking substantially the same relief as named, asserted and sought in the above-referenced consolidated action pending in Nevada state court. In addition to asserting substantially the same claims for breach of fiduciary duty and aiding and abetting as asserted in the above-referenced consolidated action pending in Nevada state court, the plaintiff in the federal court action asserts a claim for violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 14a-9.VTBH believes that the plaintiffs’ claims against it are without merit and intends to vigorously defend itself in litigation. As of March 31, 2014, Parametric is unable to estimate a possible loss or range of possible loss in regards to this matter; therefore, no litigation reserve has been recorded in the consolidated financial statements. |
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Income | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Equity [Abstract] | ' | ||||
Accumulated Other Comprehensive Income | ' | ||||
. ACCUMULATED OTHER COMPREHENSIVE INCOME | |||||
(in thousands) | |||||
Balance at December 31, 2013 | $ | 105 | |||
Foreign currency exchange adjustments | 128 | ||||
Balance at March 31, 2014 | $ | 233 | |||
Net_Loss_Per_Share_Of_Common_S
Net Loss Per Share Of Common Stock | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Earnings Per Share [Abstract] | ' | |||||||
Net Loss Per Share Of Common Stock | ' | |||||||
NET LOSS PER SHARE OF COMMON STOCK | ||||||||
The following table sets forth the computation of basic and diluted net loss per share of common stock attributable to common stockholders: | ||||||||
Quarter Ended | Quarter Ended | |||||||
31-Mar-14 | 31-Mar-13 | |||||||
(in thousands, except per-share data) | ||||||||
Numerator: | ||||||||
Basic and diluted: | ||||||||
Net Loss | $ | (2,906 | ) | $ | (2,304 | ) | ||
Basic: | ||||||||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic | 33,715 | 12,700 | ||||||
Diluted: | ||||||||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic | 33,715 | 12,700 | ||||||
Added weighted-average effect of dilutive securities | — | — | ||||||
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted | 33,715 | 12,700 | ||||||
Net loss per share: | ||||||||
Basic | $ | (0.09 | ) | $ | (0.18 | ) | ||
Diluted | $ | (0.09 | ) | $ | (0.18 | ) | ||
As described in Footnote 1 - Organization and Description of the Business, current period and historical weighted-average shares amounts reflect the application of a 0.35997 conversion ratio to historical VTBH share, and weighted-average share amounts. For the quarter ended March 31, 2013, weighted-average shares used in computing net loss per share are for Turtle Beach common shares only in conformity with U.S. GAAP reporting standards. | ||||||||
The following weighted-average shares of common stock equivalents were excluded from the computation of diluted net loss per share of common stock for the periods presented because including them would have been antidilutive. | ||||||||
Quarter Ended | Quarter Ended | |||||||
31-Mar-14 | 31-Mar-13 | |||||||
(in thousands) | ||||||||
Stock options to purchase common stock | 5,664 | 3,658 | ||||||
Warrants to purchase common stock | 51 | — | ||||||
Unvested restricted stock awards | 4 | — | ||||||
Total | 5,719 | 3,658 | ||||||
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
12. INCOME TAXES | |
In order to determine the quarterly provision for income taxes, Parametric uses an estimated annual effective tax rate, which is based on expected annual income and statutory tax rates in the various jurisdictions in which Parametric operates. To the extent that application of the estimated annual effective tax rate is not representative of the quarterly portion of actual tax expense expected to be recorded for the year, Parametric determines the quarterly provision for income taxes based on actual year-to-date income (loss). Certain significant or unusual items are separately recognized in the quarter during which they occur and can be a source of variability in the effective tax rates from quarter to quarter. | |
Income tax benefit for the quarter ended March 31, 2014 was $5.8 million, resulting in an effective benefit rate of 70.0%. Parametric’s effective tax rate at March 31, 2014 differs from the United States federal statutory rate of 35% mostly due to permanent differences relating to non-deductible transaction costs and non-deductible interest on the Series B Preferred Stock. | |
Income tax expense for the quarter ended March 31, 2013 was $0.3 million, resulting in an effective tax expense rate of 12.9% , which differs from the expected federal statutory rate primarily due to non-deductible interest on the Series B Preferred Stock. | |
As a result of the Merger and legacy NOLs of Parametric, Parametric has a NOL of approximately $13.0 million which is available to offset future taxable income, subject to IRS code Section 382 limitations on actual usage. Parametric has not recorded a valuation allowance against the related deferred tax asset because it is considered more likely than not that the company will have future taxable income sufficient to utilize its deferred tax assets. | |
Parametric is subject to income taxes domestically and in various foreign jurisdictions. Significant judgment is required in evaluating Parametric’s uncertain tax positions and determining its provision for income taxes. As of March 31, 2014, Parametric had uncertain tax positions of $1.5 million. Parametric recognizes interest and penalties related to uncertain tax positions as a component of income tax expense. Parametric did not incur any material interest or penalties related to income taxes in any of the periods presented. Parametric does not anticipate any significant events or circumstances that would cause a material change to these uncertainties during the ensuing year. | |
On September 19, 2013, the Internal Revenue Service issued final regulations under sections 162(a) and 263(a) of the Internal Revenue Code pertaining to the treatment of amounts paid to acquire, produce or improve tangible property. Parametric is currently analyzing how it will be affected by the regulations but does not anticipate any material impact on its financial statements. | |
Parametric files U.S., state and foreign income tax returns in jurisdictions with various statutes of limitations. Parametric’s consolidated federal tax return for 2012 is currently under examination. The federal tax years open under the statute of limitations are 2010 through 2012, and the state tax years open under the statute of limitations are 2009 through 2012. |
Geographical_Information
Geographical Information | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Segment Reporting [Abstract] | ' | |||||||
Geographical Information | ' | |||||||
13. GEOGRAPHICAL INFORMATION | ||||||||
The following table represents total net revenues based on where customers are physically located: | ||||||||
Quarter Ended | Quarter Ended | |||||||
31-Mar-14 | 31-Mar-13 | |||||||
(in thousands) | ||||||||
United States | $ | 27,085 | $ | 22,809 | ||||
Europe | 9,790 | 4,516 | ||||||
Other | 1,413 | 2,208 | ||||||
Total revenues | $ | 38,288 | $ | 29,533 | ||||
Revenues earned in the United Kingdom comprised $9.5 million and $3.5 million for the quarters ended March 31, 2014 and 2013. No other country outside of the United States comprised 10% or greater of total revenues for the quarters ended March 31, 2014 and 2013. |
Related_Party
Related Party | 3 Months Ended |
Mar. 31, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party | ' |
RELATED PARTY | |
Subordinated Notes | |
On August 30, 2013, VTBH issued $10.0 million of subordinated notes (the “August Notes”) to Juergen Stark, VTBH’s chief executive officer, Ronald Doornink, a director of VTBH, and SG VTB Holdings, LLC (“SG VTB”), VTBH’s largest shareholder. The August Notes bear interest at a rate of (i) 10% per annum for the first year and (ii) 20% per annum for all periods thereafter, with interest accruing and being added to the principal amount of the August Notes quarterly. Principal and interest on the August Notes are due upon maturity of the August Notes, which shall occur on the one year anniversary of the later of (i) the term loan maturity date under VTBH’s former loan and security agreement or (ii) the revolving line of credit termination date thereunder. The proceeds from the August Notes were used to repay an equivalent portion of VTBH’s then outstanding term loans. | |
In connection with the Third Amendment of VTBH’s former loan and security agreement, on January 15, 2014, VTBH issued an additional $7.0 million subordinated note (the “January Note”) to SG VTB, the proceeds of which were applied against the outstanding balance of the term loan under the former loan and security agreement. The January Note bears interest at a rate of (i) 10% per annum until December 31, 2014 (which is the maturity date of the January Note) and (ii) 20% per annum for all periods thereafter, with interest accruing and being added to the principal amount of the January Note quarterly. The other terms of the January Note are substantially similar to the terms of the August Notes. |
StockBased_Compensation
Stock-Based Compensation | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||
Stock-Based Compensation | ' | ||||||||||
STOCK-BASED COMPENSATION | |||||||||||
Parametric recognized stock-based compensation for employees and non-employees in connection with the 2011 Equity Incentive Plan (the "2011 Plan") in the accompanying consolidated statements of operations as follows: | |||||||||||
For the Quarter Ended March 31, | |||||||||||
2014 | 2013 | ||||||||||
(in thousands) | |||||||||||
Cost of revenue | $ | 30 | $ | 20 | |||||||
Selling and marketing | 120 | 75 | |||||||||
Product development | 206 | 65 | |||||||||
General and administrative | 693 | 548 | |||||||||
Total stock-based compensation | $ | 1,049 | $ | 708 | |||||||
Determination of Fair Value | |||||||||||
The estimated grant date fair value of stock-based awards granted was calculated using the Black-Scholes option-pricing model, based on the assumptions discussed below: | |||||||||||
For the Quarter Ended | |||||||||||
31-Mar-14 | |||||||||||
Expected term (in years) | 6.1 - 6.3 | ||||||||||
Risk-free interest rate | 1.9% - 2.0% | ||||||||||
Expected volatility | 49.7% - 49.8% | ||||||||||
Dividend rate | 0% | ||||||||||
Each of these inputs is subjective and generally requires significant judgment to determine. | |||||||||||
2011 Plan | |||||||||||
In January 2011, VTBH adopted the 2011 Plan that covers certain employees, consultants and directors of Parametric who are entitled to stock options and restricted stock, as applicable, pursuant to the provisions of respective award agreements. The 2011 Plan is shareholder-approved and was terminated as to new grants at the Merger when there were options on 3,960,783 shares outstanding. | |||||||||||
Stock options are time-based and exercisable within ten years of the date of grant, but only to the extent they have vested. The options generally vest as specified in the option agreements or upon a change in control of Parametric, subject to continued employment with Parametric. In the event participants in the 2011 plan cease to be employed or engaged by Parametric, then all of the options would be forfeited if they are not exercised within 90 days. | |||||||||||
2013 Plan | |||||||||||
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”), that became effective upon consummation of the Merger on January 15, 2014. The total number of shares of common stock authorized for grant under the 2013 Plan is 2,250,000 shares plus 122,000 shares authorized to be granted but not issued under Parametric’s prior 2012 Plan, plus any shares that may become available through forfeitures or otherwise terminate under the 2012 Plan. Parametric’s 2012 Plan terminated as to new grants at the Merger but existing options outstanding as of the Merger continued. | |||||||||||
Parametric also had outstanding options to purchase up to 19,500 shares of the Company’s common stock at March 31, 2014 that were granted outside of the stock plans as an inducement grant in accordance with NASDAQ rules. | |||||||||||
Shares Available for Grant | |||||||||||
The following table presents the stock activity and the total number of shares available for grant as of March 31, 2014: | |||||||||||
(in thousands) | |||||||||||
Balance at December 31, 2013 | 1,439 | ||||||||||
VTBH 2011 Plan terminated at Merger | (1,439 | ) | |||||||||
2013 Plan adopted at Merger | 2,372 | ||||||||||
Options granted | (947 | ) | |||||||||
RSAs granted | (6 | ) | |||||||||
Balance at March 31, 2014 | 1,419 | ||||||||||
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, 2013 | 3,960,783 | 4.7 | 8.45 | 3,031,094 | |||||||
Granted | 947,327 | 15.63 | |||||||||
Assumed in acquisition | 1,392,854 | 6.02 | |||||||||
Exercised | (127,179 | ) | 4.6 | ||||||||
Forfeited | (52,752 | ) | — | ||||||||
Outstanding at March 31, 2014 | 6,121,033 | 6.92 | 7.96 | 48,829,243 | |||||||
Vested and expected to vest at March 31, 2014 | 6,121,033 | 6.92 | 7.96 | 48,829,243 | |||||||
Exercisable at March 31, 2014 | 2,769,932 | 4.5 | 5.81 | 26,592,151 | |||||||
As described in Footnote 1 - Organization and Description of the Business, option share and exercise prices, reflect the application of the 0.35997 conversion ratio pursuant to the Merger Agreement, to historical VTBH share, and weighted average share amounts. | |||||||||||
The weighted average grant date fair value of options granted during the three months ended March 31, 2014 was $8.60. | |||||||||||
Aggregate intrinsic value represents the difference between the estimated fair value of the underlying common stock and the exercise price of outstanding, in-the-money options. The aggregate intrinsic value of options exercised was $1.3 million for the three months ended March 31, 2014. | |||||||||||
The total estimated grant date fair value of employee options vested during the three months ended March 31, 2014 was $4.6 million. As of March 31, 2014, total unrecognized compensation cost related to non-vested stock options granted to employees was $13.0 million. These costs will be amortized on a straight-line basis over a weighted average vesting period of 2.7 years. | |||||||||||
Restricted Stock Awards Activity | |||||||||||
RSAs outstanding | Weighted Average Grant Date Fair Value | ||||||||||
Unvested at January 1, 2014 | — | $ | — | ||||||||
Granted | 6,396 | 15.63 | |||||||||
Unvested at March 31, 2014 | 6,396 | 15.63 | |||||||||
Expected to vest at March 31, 2014 | 6,396 | $ | 15.63 | ||||||||
As of March 31, 2014 total unrecognized compensation cost related to the unvested Restricted Stock Awards ("RSA") granted to members of the Board of Directors was $0.1 million. This cost will be amortized on a straight-line basis over a weighted average vesting period of 3.8 years. | |||||||||||
Phantom Equity Activity | |||||||||||
In November 2011, VTBH adopted a 2011 Phantom Equity Appreciation Plan that covers certain employees, consultants, and directors (“Participants”) of VTBH who are entitled to phantom units, as applicable, pursuant to the provisions of respective award agreements. This Phantom Equity Appreciation Plan is shareholder-approved, which permits the granting of phantom units to VTBH’s Participants of up to 1,500,000 units. Said units are not exercisable or convertible into actual shares of Parametric Common Stock but give the holder a right to receive a cash bonus equal to the appreciation in value between the exercise price and value of the Parametric Common Stock at the time of a change in control event as defined in the plan. | |||||||||||
As March 31, 2014 and 2013, 1,255,280, and 1,357,410 phantom units at a weighted-average exercise price of $1.58 and $0.97 have been granted and are outstanding. Because these phantom units are not exercisable or convertible into common shares, said amounts and exercise prices were not subject to the exchange ratio provided by the Merger agreement. As of March 31, 2014 compensation expense related to the Phantom Equity Appreciation Plan units remained unrecognized because as of those dates a change in control, as defined in the Plan, had not occurred. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
SUBSEQUENT EVENTS | |
Equity Offering | |
On April 24, 2014, Parametric entered into an Underwriting Agreement (the “Underwriting Agreement”) with Needham & Company, LLC, as representative for the several other underwriters named therein, relating to an underwritten public offering (the “Offering”) of 4,000,000 shares of its Common Stock, at a price to the public of $10.00 per share (the “Offering Price”). Under the terms of the Underwriting Agreement, Parametric also granted the underwriters a 30-day option to purchase up to an additional 600,000 shares of Common Stock at the Offering Price less the underwriting discount and estimated offering expenses payable by Parametric. On April 29, 2014, Parametric received net proceeds from the Offering of approximately $35.6 million after deducting the underwriting discount and estimated offering expenses payable by Parametric. Parametric intends to use the net proceeds from the Offering to repay certain indebtedness and for working capital and other general corporate purposes. The shares were delivered to the underwriters on April 29, 2014. | |
The offering was made pursuant to the Parametric’s effective registration statement on Form S-3 (Registration Statement No. 333-188389) previously filed with the Securities and Exchange Commission and a preliminary and final prospectus supplement thereunder. | |
Partial Repayment of Bank of America Facility | |
On April 30, 2014, Parametric repaid $10.0 million of debt outstanding under the Loan Agreement as contemplated upon the occurrence of a public offering or Liquidity Event, as defined therein. The Loan Agreement permits Parametric to immediately re-borrow these funds, subject to accounts receivable- and inventory-based borrowing availability. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
The accompanying consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures, normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), have been condensed or omitted pursuant to those rules and regulations. We believe disclosures made are adequate to make the information presented not misleading. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary to fairly state the financial position, results of operations and cash flows with respect to the interim consolidated financial statements have been included. The results of operations for the interim periods are not necessarily indicative of the results of operations for the entire fiscal year. All intercompany accounts and transactions have been eliminated in consolidation. Reference is made to the 2013 annual financial statements ("Annual Report") included in our Prospectus Supplement filed with the SEC on April 24, 2014 that contains information useful to understanding the Company's businesses and financial statement presentations. The Condensed Consolidated Balance Sheet as of December 31, 2013 was derived from the Company's most recent audited financial statements, but does not include all disclosures required by GAAP for a year end balance sheet. Our significant accounting policies and practices are presented as Notes 1 and 2 to the Consolidated Financial Statements included in the Annual Report. | |
For 2013, VTBH recorded its results on a four-four-five week basis such that its fiscal quarters ended on the last Saturday of each calendar quarter. For the fourth quarter of each year, VTBH used December 31 as both its fiscal and calendar quarter ending date. For 2014, Parametric changed to recording results on a calendar month and quarterly basis. |
Fair_Value_Measurement_Tables
Fair Value Measurement (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Fair value of financial assets and liabilities | ' | |||||||||||||||
The following table sets forth the fair value of financial assets and liabilities by level within the fair value hierarchy: | ||||||||||||||||
As of March 31, 2014 | ||||||||||||||||
Level I | Level II | Level III | Total | |||||||||||||
(in thousands) | ||||||||||||||||
Financial Assets and Liabilities: | ||||||||||||||||
Cash and cash equivalents - money market funds | $ | 19 | $ | — | $ | — | $ | 19 | ||||||||
Total financial assets | $ | 19 | $ | — | $ | — | $ | 19 | ||||||||
Other current liabilities - derivative liabilities | $ | — | $ | (29 | ) | $ | — | $ | (29 | ) | ||||||
Total financial liabilities | $ | — | $ | (29 | ) | $ | — | $ | (29 | ) | ||||||
As of December 31, 2013 | ||||||||||||||||
Level I | Level II | Level III | Total | |||||||||||||
(in thousands) | ||||||||||||||||
Financial Assets and Liabilities: | ||||||||||||||||
Cash and cash equivalents - money market funds | $ | 19 | $ | — | $ | — | $ | 19 | ||||||||
Total financial assets | $ | 19 | $ | — | $ | — | $ | 19 | ||||||||
Other current liabilities - derivative liabilities | $ | — | $ | (392 | ) | $ | — | $ | (392 | ) | ||||||
Total financial liabilities | $ | — | $ | (392 | ) | $ | — | $ | (392 | ) | ||||||
Concentrations_of_Revenue_and_1
Concentrations of Revenue and Accounts Receivable (Tables) | 3 Months Ended | |||||
Mar. 31, 2014 | ||||||
Risks and Uncertainties [Abstract] | ' | |||||
Schedule of concentration risk by significant customer | ' | |||||
For each significant customer, revenue as a percentage of total revenues and accounts receivable as a percentage of gross accounts receivable are as follows: | ||||||
Percentage of Revenues | ||||||
Customers | 31-Mar-14 | 31-Mar-13 | ||||
Customer A | 22 | % | 10 | % | ||
Customer B | 15 | % | 23 | % | ||
Customer C | 11 | % | 16 | % | ||
Percentage of Accounts Receivable | ||||||
Customers | 31-Mar-14 | 31-Dec-13 | ||||
Customer A | 28 | % | 24 | % | ||
Customer B | 18 | % | 20 | % |
Condensed_Consolidated_Balance3
Condensed Consolidated Balance Sheet Components (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Condensed Consolidated Balance Sheet Components [Abstract] | ' | |||||||
Schedule of inventory | ' | |||||||
Inventories, net consist of the following: | ||||||||
As of | As of | |||||||
31-Mar-14 | 31-Dec-13 | |||||||
(in thousands) | ||||||||
Raw materials | $ | 2,867 | $ | 5,499 | ||||
Finished goods | 38,717 | 44,144 | ||||||
Total inventories, net | $ | 41,584 | $ | 49,643 | ||||
Schedule of Allowance for sales return | ' | |||||||
The sales return reserves, which is classified as a reduction of accounts receivable, consist of the following activity: | ||||||||
As of | As of | |||||||
31-Mar-14 | 31-Dec-13 | |||||||
(in thousands) | ||||||||
Sales return reserves, beginning balance | $ | 6,266 | $ | 7,748 | ||||
Reserve accrual | 1,236 | 20,146 | ||||||
Recoveries and deductions, net | (2,501 | ) | (21,628 | ) | ||||
Sales return reserves, ending balance | $ | 5,001 | $ | 6,266 | ||||
Schedule of property and equipment | ' | |||||||
Property and equipment, net consists of the following: | ||||||||
As of | As of | |||||||
31-Mar-14 | 31-Dec-13 | |||||||
(in thousands) | ||||||||
Machinery and equipment | $ | 551 | $ | 249 | ||||
Software and software development | 674 | 581 | ||||||
Furniture and fixtures | 264 | 144 | ||||||
Tooling | 1,909 | 1,756 | ||||||
Leasehold improvements | 86 | 59 | ||||||
Demonstration units and convention booths | 10,098 | 10,014 | ||||||
Total property and equipment, gross | 13,582 | 12,803 | ||||||
Less: accumulated depreciation and amortization | (7,353 | ) | (5,434 | ) | ||||
Total property and equipment, net | $ | 6,229 | $ | 7,369 | ||||
Schedule of accrued liabilities | ' | |||||||
Accrued liabilities consist of the following: | ||||||||
As of | As of | |||||||
31-Mar-14 | 31-Dec-13 | |||||||
(in thousands) | ||||||||
Accrued Expenses | $ | 5,619 | $ | 5,295 | ||||
Accrued compensation expenses | 2,387 | 2,089 | ||||||
Other | 2,335 | 1,231 | ||||||
Total accrued liabilities | $ | 10,341 | $ | 8,615 | ||||
Schedule of warranty accruals | ' | |||||||
The warranty accruals are included in accrued liabilities on the consolidated balance sheets and consist of the following: | ||||||||
As of | As of | |||||||
31-Mar-14 | 31-Dec-13 | |||||||
(in thousands) | ||||||||
Warranty - beginning of period | $ | 139 | $ | 165 | ||||
Warranty costs accrued | 154 | 614 | ||||||
Warranty claims | (161 | ) | (640 | ) | ||||
Warranty - end of period | $ | 132 | $ | 139 | ||||
Business_Combination_Tables
Business Combination (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Business Combinations [Abstract] | ' | |||||||
Schedule of transaction costs | ' | |||||||
Business transaction costs expensed during the quarter ended March 31, 2014, include: | ||||||||
(in thousands) | ||||||||
Legal fees | $ | 785 | ||||||
Accounting fees | 84 | |||||||
Advisory fees | 2,704 | |||||||
Termination and severance | 450 | |||||||
Other | 205 | |||||||
Total Transaction Costs | $ | 4,228 | ||||||
Summary of purchase consideration given | ' | |||||||
The purchase price is as follows: | ||||||||
(in thousands) | ||||||||
Fair Value of Parametric shares outstanding | $ | 104,027 | ||||||
Fair Value of Parametric stock options | 9,755 | |||||||
Purchase Price | $ | 113,782 | ||||||
Schedule of assets acquired and liabilities assumed | ' | |||||||
The following presents the preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed on January 15, 2014: | ||||||||
(in thousands) | ||||||||
Cash and cash equivalents | $ | 4,093 | ||||||
Accounts receivable | 95 | |||||||
Deferred tax asset | 6,696 | |||||||
Other current assets | 740 | |||||||
Property and equipment | 206 | |||||||
Intangible assets: | ||||||||
In-process research and development (IPR&D) | 27,100 | |||||||
Developed technology | 8,880 | |||||||
Customer relationships | 270 | |||||||
Trade name | 170 | |||||||
Goodwill | 80,868 | |||||||
Accounts payable and accrued liabilities | (1,741 | ) | ||||||
Capital lease obligation | (120 | ) | ||||||
Deferred tax liabilities | (13,475 | ) | ||||||
Total Net Assets Acquired | $ | 113,782 | ||||||
Supplemental information on a pro forma | ' | |||||||
Supplemental information on a pro forma basis assuming the Merger occurred on January 1, 2013 is presented below for the quarters ended March 31, 2014 and 2013: | ||||||||
Quarter Ended | Quarter Ended | |||||||
31-Mar-14 | March 31, 2013 | |||||||
(in thousands) | ||||||||
Pro Forma Net Revenues | $ | 38,288 | $ | 29,688 | ||||
Pro Forma Net Income (Loss) | $ | (4,996 | ) | $ | (4,310 | ) | ||
Pro forma results include $1.2 million in pre-merger business transaction costs in addition to the $4.2 million in merger-related business transaction costs recorded in the Condensed Consolidated Financial Statements. |
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets, net (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||
Schedule of goodwill and other intangible assets | ' | |||||||||||||
The gross carrying amount and accumulated amortization of goodwill and other intangible assets is as follows: | ||||||||||||||
As of March 31, 2014 | ||||||||||||||
Amortization Period at Date of Acquisition | Gross Carrying Value | Accumulated Amortization | Net Book Value | |||||||||||
(in thousands) | ||||||||||||||
Customer relationships | 2-13 years | $ | 5,796 | $ | 1,828 | $ | 3,968 | |||||||
Non-compete agreements | 2 years | 177 | 127 | 50 | ||||||||||
In-process Research and Development | Indefinite | 27,100 | — | 27,100 | ||||||||||
Developed technology | 7 years | 8,880 | 6 | 8,874 | ||||||||||
Trade names | 5 years | 170 | 7 | 163 | ||||||||||
Patent and trademarks | Indefinite | 55 | — | 55 | ||||||||||
Total Intangible Assets | $ | 42,178 | $ | 1,968 | $ | 40,210 | ||||||||
Goodwill | $ | 80,868 | $ | 80,868 | ||||||||||
As of December 31, 2013 | ||||||||||||||
Amortization Period at Date of Acquisition | Gross Carrying Value | Accumulated Amortization | Net Book Value | |||||||||||
(in thousands) | ||||||||||||||
Customer relationships | 2-13 years | $ | 5,526 | $ | 1,623 | $ | 3,903 | |||||||
Non-compete agreements | 2 years | 177 | 108 | 69 | ||||||||||
Total | $ | 5,703 | $ | 1,731 | $ | 3,972 | ||||||||
Schedule of future estimated amortization expense | ' | |||||||||||||
As of March 31, 2014, estimated annual amortization expense related to intangible assets in future periods is as follows: | ||||||||||||||
Estimated Amortization Expense | ||||||||||||||
(in thousands) | ||||||||||||||
2014 | $ | 1,088 | ||||||||||||
2015 | 2,343 | |||||||||||||
2016 | 2,049 | |||||||||||||
2017 | 1,882 | |||||||||||||
2018 | 1,802 | |||||||||||||
Thereafter | 3,891 | |||||||||||||
Total | $ | 13,055 | ||||||||||||
Longterm_Debt_Tables
Long-term Debt (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Schedule of long-term debt obligations | ' | |||||||
Parametric’s long-term debt obligations are as follows: | ||||||||
As of | As of | |||||||
31-Mar-14 | 31-Dec-13 | |||||||
(in thousands) | ||||||||
Revolving credit facility, maturing March 2019 | $ | 34,490 | $ | — | ||||
Revolving line of credit | — | 39,736 | ||||||
Term loans | — | 14,500 | ||||||
Subordinated notes | 17,737 | 10,342 | ||||||
Total outstanding debt | 52,227 | 64,578 | ||||||
Less: current portion of revolving line of credit | (34,490 | ) | (39,736 | ) | ||||
Less: current portion of term loan | — | (14,500 | ) | |||||
Less: current portion of subordinated notes | (17,737 | ) | — | |||||
Total noncurrent portion of long-term debt | $ | — | $ | 10,342 | ||||
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Income (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Equity [Abstract] | ' | ||||
Schedule of accumulated other comprehensive (loss) | ' | ||||
(in thousands) | |||||
Balance at December 31, 2013 | $ | 105 | |||
Foreign currency exchange adjustments | 128 | ||||
Balance at March 31, 2014 | $ | 233 | |||
Net_Loss_Per_Share_Of_Common_S1
Net Loss Per Share Of Common Stock (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Earnings Per Share [Abstract] | ' | |||||||
Schedule of computation of basic and diluted net (loss) income per share of common stock | ' | |||||||
The following table sets forth the computation of basic and diluted net loss per share of common stock attributable to common stockholders: | ||||||||
Quarter Ended | Quarter Ended | |||||||
31-Mar-14 | 31-Mar-13 | |||||||
(in thousands, except per-share data) | ||||||||
Numerator: | ||||||||
Basic and diluted: | ||||||||
Net Loss | $ | (2,906 | ) | $ | (2,304 | ) | ||
Basic: | ||||||||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic | 33,715 | 12,700 | ||||||
Diluted: | ||||||||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic | 33,715 | 12,700 | ||||||
Added weighted-average effect of dilutive securities | — | — | ||||||
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted | 33,715 | 12,700 | ||||||
Net loss per share: | ||||||||
Basic | $ | (0.09 | ) | $ | (0.18 | ) | ||
Diluted | $ | (0.09 | ) | $ | (0.18 | ) | ||
Schedule of antidilutive securities excluded from computation of diluted net income per share of common stock | ' | |||||||
The following weighted-average shares of common stock equivalents were excluded from the computation of diluted net loss per share of common stock for the periods presented because including them would have been antidilutive. | ||||||||
Quarter Ended | Quarter Ended | |||||||
31-Mar-14 | 31-Mar-13 | |||||||
(in thousands) | ||||||||
Stock options to purchase common stock | 5,664 | 3,658 | ||||||
Warrants to purchase common stock | 51 | — | ||||||
Unvested restricted stock awards | 4 | — | ||||||
Total | 5,719 | 3,658 | ||||||
Geographical_Information_Table
Geographical Information (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Segment Reporting [Abstract] | ' | |||||||
Schedule of total revenues based on where customers are physically located | ' | |||||||
The following table represents total net revenues based on where customers are physically located: | ||||||||
Quarter Ended | Quarter Ended | |||||||
31-Mar-14 | 31-Mar-13 | |||||||
(in thousands) | ||||||||
United States | $ | 27,085 | $ | 22,809 | ||||
Europe | 9,790 | 4,516 | ||||||
Other | 1,413 | 2,208 | ||||||
Total revenues | $ | 38,288 | $ | 29,533 | ||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ||||||||||
Stock-based compensation cost | ' | ||||||||||
Parametric recognized stock-based compensation for employees and non-employees in connection with the 2011 Equity Incentive Plan (the "2011 Plan") in the accompanying consolidated statements of operations as follows: | |||||||||||
For the Quarter Ended March 31, | |||||||||||
2014 | 2013 | ||||||||||
(in thousands) | |||||||||||
Cost of revenue | $ | 30 | $ | 20 | |||||||
Selling and marketing | 120 | 75 | |||||||||
Product development | 206 | 65 | |||||||||
General and administrative | 693 | 548 | |||||||||
Total stock-based compensation | $ | 1,049 | $ | 708 | |||||||
Schedule of weighted-average assumptions | ' | ||||||||||
Determination of Fair Value | |||||||||||
The estimated grant date fair value of stock-based awards granted was calculated using the Black-Scholes option-pricing model, based on the assumptions discussed below: | |||||||||||
For the Quarter Ended | |||||||||||
31-Mar-14 | |||||||||||
Expected term (in years) | 6.1 - 6.3 | ||||||||||
Risk-free interest rate | 1.9% - 2.0% | ||||||||||
Expected volatility | 49.7% - 49.8% | ||||||||||
Dividend rate | 0% | ||||||||||
Summary of activity in share available for grant | ' | ||||||||||
The following table presents the stock activity and the total number of shares available for grant as of March 31, 2014: | |||||||||||
(in thousands) | |||||||||||
Balance at December 31, 2013 | 1,439 | ||||||||||
VTBH 2011 Plan terminated at Merger | (1,439 | ) | |||||||||
2013 Plan adopted at Merger | 2,372 | ||||||||||
Options granted | (947 | ) | |||||||||
RSAs granted | (6 | ) | |||||||||
Balance at March 31, 2014 | 1,419 | ||||||||||
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, 2013 | 3,960,783 | 4.7 | 8.45 | 3,031,094 | |||||||
Granted | 947,327 | 15.63 | |||||||||
Assumed in acquisition | 1,392,854 | 6.02 | |||||||||
Exercised | (127,179 | ) | 4.6 | ||||||||
Forfeited | (52,752 | ) | — | ||||||||
Outstanding at March 31, 2014 | 6,121,033 | 6.92 | 7.96 | 48,829,243 | |||||||
Vested and expected to vest at March 31, 2014 | 6,121,033 | 6.92 | 7.96 | 48,829,243 | |||||||
Exercisable at March 31, 2014 | 2,769,932 | 4.5 | 5.81 | 26,592,151 | |||||||
Restricted stock awards | ' | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ||||||||||
Stock option activity | ' | ||||||||||
RSAs outstanding | Weighted Average Grant Date Fair Value | ||||||||||
Unvested at January 1, 2014 | — | $ | — | ||||||||
Granted | 6,396 | 15.63 | |||||||||
Unvested at March 31, 2014 | 6,396 | 15.63 | |||||||||
Expected to vest at March 31, 2014 | 6,396 | $ | 15.63 | ||||||||
Organization_and_Description_o1
Organization and Description of Business (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Jan. 15, 2014 | Jan. 15, 2014 | Jan. 15, 2014 | Aug. 05, 2013 | Jan. 15, 2014 | Dec. 31, 2013 | Aug. 05, 2013 | Jan. 15, 2014 |
VTB Holdings, Inc | Merger of VTB Holdings, Inc. and Parametric Sound Corporation | Merger of VTB Holdings, Inc. and Parametric Sound Corporation | Merger of VTB Holdings, Inc. and Parametric Sound Corporation | Merger of VTB Holdings, Inc. and Parametric Sound Corporation | Merger of VTB Holdings, Inc. and Parametric Sound Corporation | Merger of VTB Holdings, Inc. and Parametric Sound Corporation | Merger of VTB Holdings, Inc. and Parametric Sound Corporation | Merger of VTB Holdings, Inc. and Parametric Sound Corporation | |||
Common stock | VTBH Series A Preferred Stock converted into post-merger Parametric common stock | Common stock | VTB Holdings, Inc | VTB Holdings, Inc | VTB Holdings, Inc | VTB Holdings, Inc | Parametric Sound Corporation | Parametric Sound Corporation | |||
Common stock | Common stock | Common stock | |||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity interests issued and/or issuable in the transaction | ' | ' | ' | ' | ' | ' | ' | 30,227,100 | ' | ' | ' |
Common stock par value | $0.00 | $0.00 | ' | ' | ' | ' | ' | $0.00 | ' | ' | ' |
Exchange ratio of common stock | ' | ' | ' | ' | ' | ' | ' | 0.35997 | ' | ' | ' |
Ownership percentage | ' | ' | ' | ' | ' | 80.00% | 80.00% | ' | ' | 20.00% | ' |
Common stock shares outstanding | 37,651,247 | 12,700,426 | 35,282,286 | ' | 37,501,722 | ' | ' | ' | 12,700,460 | ' | 7,274,622 |
Number of shares converted | ' | ' | ' | 17,526,640 | ' | ' | ' | ' | ' | ' | ' |
Fair_Value_Measurement_Details
Fair Value Measurement (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Level I | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash and cash equivalents - money market funds | $19 | $19 |
Total financial assets | 19 | 19 |
Other current liabilities - derivative liabilities | 0 | 0 |
Total financial liabilities | 0 | 0 |
Level II | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash and cash equivalents - money market funds | 0 | 0 |
Total financial assets | 0 | 0 |
Other current liabilities - derivative liabilities | -29 | -392 |
Total financial liabilities | -29 | -392 |
Level III | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash and cash equivalents - money market funds | 0 | 0 |
Total financial assets | 0 | 0 |
Other current liabilities - derivative liabilities | 0 | 0 |
Total financial liabilities | 0 | 0 |
Total | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash and cash equivalents - money market funds | 19 | 19 |
Total financial assets | 19 | 19 |
Other current liabilities - derivative liabilities | -29 | -392 |
Total financial liabilities | ($29) | ($392) |
Concentrations_of_Revenue_and_2
Concentrations of Revenue and Accounts Receivable (Details) (Customer concentration risk) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | |||||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | |
Customer A | Customer A | Customer A | Customer A | Customer B | Customer B | Customer B | Customer B | Customer C | Customer C | |
Revenues | Revenues | Accounts Receivable | Accounts Receivable | Revenues | Revenues | Accounts Receivable | Accounts Receivable | Revenues | Revenues | |
Concentration Risk [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration Risk, Percentage | 22.00% | 10.00% | 28.00% | 24.00% | 15.00% | 23.00% | 18.00% | 20.00% | 11.00% | 16.00% |
Condensed_Consolidated_Balance4
Condensed Consolidated Balance Sheet Components Inventory (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Condensed Consolidated Balance Sheet Components [Abstract] | ' | ' |
Raw materials | $2,867 | $5,499 |
Finished goods | 38,717 | 44,144 |
Total inventories, net | $41,584 | $49,643 |
Condensed_Consolidated_Balance5
Condensed Consolidated Balance Sheet Components Allowance for Sales Returns (Details) (Allowance for Sales Returns, USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 |
Allowance for Sales Returns | ' | ' |
Movement in Valuation Allowances and Reserves [Roll Forward] | ' | ' |
Sales return reserves, beginning balance | $6,266 | $7,748 |
Reserve accrual | 1,236 | 20,146 |
Recoveries and deductions, net | -2,501 | -21,628 |
Sales return reserves, ending balance | $5,001 | $6,266 |
Condensed_Consolidated_Balance6
Condensed Consolidated Balance Sheet Components Property and equipment (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Total property and equipment, gross | $13,582 | $12,803 |
Less: accumulated depreciation and amortization | -7,353 | -5,434 |
Total property and equipment, net | 6,229 | 7,369 |
Machinery and equipment | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total property and equipment, gross | 551 | 249 |
Software and software development | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total property and equipment, gross | 674 | 581 |
Furniture and fixtures | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total property and equipment, gross | 264 | 144 |
Tooling | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total property and equipment, gross | 1,909 | 1,756 |
Leasehold improvements | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total property and equipment, gross | 86 | 59 |
Demonstration units and convention booths | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total property and equipment, gross | $10,098 | $10,014 |
Condensed_Consolidated_Balance7
Condensed Consolidated Balance Sheet Components Accrued Liabilities (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Condensed Consolidated Balance Sheet Components [Abstract] | ' | ' |
Accrued Expenses | $5,619 | $5,295 |
Accrued compensation expenses | 2,387 | 2,089 |
Other | 2,335 | 1,231 |
Total accrued liabilities | $10,341 | $8,615 |
Condensed_Consolidated_Balance8
Condensed Consolidated Balance Sheet Components Warranty (Details) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 |
Warranty Accrual [Roll Forward] | ' | ' |
Warranty - beginning of period | $139 | $165 |
Warranty costs accrued | 154 | 614 |
Warranty claims | -161 | -640 |
Warranty - end of period | $132 | $139 |
Business_Combination_Narrative
Business Combination Narrative (Details) (USD $) | 3 Months Ended | 0 Months Ended | 3 Months Ended | |||||||||||||
In Millions, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2014 | Jan. 15, 2014 | Jan. 15, 2014 | Jan. 15, 2014 | Jan. 15, 2014 | Jan. 15, 2014 | Jan. 15, 2014 | Jan. 15, 2014 | Aug. 05, 2013 | Jan. 15, 2014 | Aug. 05, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 |
Merger of VTB Holdings, Inc. and Parametric Sound Corporation | Merger of VTB Holdings, Inc. and Parametric Sound Corporation | Merger of VTB Holdings, Inc. and Parametric Sound Corporation | Merger of VTB Holdings, Inc. and Parametric Sound Corporation | Merger of VTB Holdings, Inc. and Parametric Sound Corporation | Merger of VTB Holdings, Inc. and Parametric Sound Corporation | Merger of VTB Holdings, Inc. and Parametric Sound Corporation | Merger of VTB Holdings, Inc. and Parametric Sound Corporation | Merger of VTB Holdings, Inc. and Parametric Sound Corporation | Merger of VTB Holdings, Inc. and Parametric Sound Corporation | Merger of VTB Holdings, Inc. and Parametric Sound Corporation | Minimum | Minimum | Maximum | Maximum | ||
Developed technology | Customer relationships | Trade name | Common stock | Stock options | Parametric Sound Corporation | Parametric Sound Corporation | VTB Holdings, Inc | VTB Holdings, Inc | Merger of VTB Holdings, Inc. and Parametric Sound Corporation | Merger of VTB Holdings, Inc. and Parametric Sound Corporation | ||||||
director | director | |||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected volatility, minimum | 49.70% | 87.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected volatility, maximum | 49.80% | 90.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk-free interest rate, minimum | 1.90% | 0.47% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk-free interest rate, maximum | 2.00% | 0.92% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Forfeitures rate, minimum | ' | 1.10% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Forfeitures rate, maximum | ' | 4.10% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected term (in years) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '6 years 1 month 6 days | '3 years 3 months 11 days | '6 years 3 months 18 days | '4 years 7 months 10 days |
Number of board of directors members | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | 5 | ' | ' | ' | ' | ' |
Equity interests issued and/or issuable in the transaction | ' | ' | ' | ' | ' | ' | 30,227,100 | 3,960,783 | ' | ' | ' | ' | ' | ' | ' | ' |
Exchange ratio of common stock | ' | ' | ' | ' | ' | ' | 0.35997 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | 80.00% | 80.00% | ' | ' | ' | ' |
Purchase price per share | ' | ' | $14.30 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquired intangible assets, weighted average useful life | ' | ' | ' | '7 years | '2 years | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred tax asset | ' | ' | $6.70 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred tax liability | ' | ' | $13.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business_Combination_Transacti
Business Combination - Transaction Costs (Details) (Merger of VTB Holdings, Inc. and Parametric Sound Corporation, USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Merger of VTB Holdings, Inc. and Parametric Sound Corporation | ' |
Business Acquisition [Line Items] | ' |
Legal fees | $785 |
Accounting fees | 84 |
Advisory fees | 2,704 |
Termination and severance | 450 |
Other | 205 |
Total Transaction Costs | $4,228 |
Business_Combination_Considera
Business Combination - Consideratin Given (Details) (USD $) | 0 Months Ended |
In Thousands, unless otherwise specified | Jan. 15, 2014 |
Common stock | ' |
Business Acquisition [Line Items] | ' |
Fair Value of Parametric equity consideration | $104,027 |
Merger of VTB Holdings, Inc. and Parametric Sound Corporation | ' |
Business Acquisition [Line Items] | ' |
Purchase Price | 113,782 |
Merger of VTB Holdings, Inc. and Parametric Sound Corporation | Stock options | ' |
Business Acquisition [Line Items] | ' |
Fair Value of Parametric equity consideration | $9,755 |
Business_Combination_Assets_Ac
Business Combination - Assets Acquired and Liabilities Assumed (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Jan. 15, 2014 | Jan. 15, 2014 | Jan. 15, 2014 | Jan. 15, 2014 | Jan. 15, 2014 |
In Thousands, unless otherwise specified | Merger of VTB Holdings, Inc. and Parametric Sound Corporation | Merger of VTB Holdings, Inc. and Parametric Sound Corporation | Merger of VTB Holdings, Inc. and Parametric Sound Corporation | Merger of VTB Holdings, Inc. and Parametric Sound Corporation | Merger of VTB Holdings, Inc. and Parametric Sound Corporation | ||
In-process research and development (IPR&D) | Developed technology | Customer relationships | Trade name | ||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | ' | ' | $4,093 | ' | ' | ' | ' |
Accounts receivable | ' | ' | 95 | ' | ' | ' | ' |
Deferred tax asset | ' | ' | 6,696 | ' | ' | ' | ' |
Other current assets | ' | ' | 740 | ' | ' | ' | ' |
Property and equipment | ' | ' | 206 | ' | ' | ' | ' |
Intangible assets, indefinite-lived | ' | ' | ' | 27,100 | ' | ' | ' |
Intangible assets, finite-lived | ' | ' | ' | ' | 8,880 | 270 | 170 |
Goodwill | 80,868 | 0 | 80,868 | ' | ' | ' | ' |
Accounts payable and accrued liabilities | ' | ' | -1,741 | ' | ' | ' | ' |
Capital lease obligation | ' | ' | -120 | ' | ' | ' | ' |
Deferred tax liabilities | ' | ' | -13,475 | ' | ' | ' | ' |
Total Net Assets Acquired | ' | ' | $113,782 | ' | ' | ' | ' |
Business_Combination_Unaudited
Business Combination - Unaudited Pro Forma (Details) (Merger of VTB Holdings, Inc. and Parametric Sound Corporation, USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Merger of VTB Holdings, Inc. and Parametric Sound Corporation | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Pro Forma Net Revenues | $38,288,000 | $29,688,000 |
Pro Forma Net Income (Loss) | -4,996,000 | -4,310,000 |
Pre-acquisition transaction costs | $1,200,000 | ' |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets, net (Details) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 |
Schedule of Goodwill, Finite and Indefinite-lived Intangible Assets [Line Items] | ' | ' |
Finite-lived intangible assets, gross carrying value | ' | $5,703 |
Finite-lived intangible assets, accumulated amortization | 1,968 | 1,731 |
Finite-lived intangible assets, net book value | 13,055 | 3,972 |
Total intangible assets, gross carrying value | 42,178 | ' |
Total intangible assets, net book value | 40,210 | 3,972 |
Goodwill | 80,868 | 0 |
Customer relationships | ' | ' |
Schedule of Goodwill, Finite and Indefinite-lived Intangible Assets [Line Items] | ' | ' |
Finite-lived intangible assets, gross carrying value | 5,796 | 5,526 |
Finite-lived intangible assets, accumulated amortization | 1,828 | 1,623 |
Finite-lived intangible assets, net book value | 3,968 | 3,903 |
Non-compete agreements | ' | ' |
Schedule of Goodwill, Finite and Indefinite-lived Intangible Assets [Line Items] | ' | ' |
Amortization period at date of acquisition | '2 years | '2 years |
Finite-lived intangible assets, gross carrying value | 177 | 177 |
Finite-lived intangible assets, accumulated amortization | 127 | 108 |
Finite-lived intangible assets, net book value | 50 | 69 |
Developed technology | ' | ' |
Schedule of Goodwill, Finite and Indefinite-lived Intangible Assets [Line Items] | ' | ' |
Amortization period at date of acquisition | '7 years | ' |
Finite-lived intangible assets, gross carrying value | 8,880 | ' |
Finite-lived intangible assets, accumulated amortization | 6 | ' |
Finite-lived intangible assets, net book value | 8,874 | ' |
Trade name | ' | ' |
Schedule of Goodwill, Finite and Indefinite-lived Intangible Assets [Line Items] | ' | ' |
Amortization period at date of acquisition | '5 years | ' |
Finite-lived intangible assets, gross carrying value | 170 | ' |
Finite-lived intangible assets, accumulated amortization | 7 | ' |
Finite-lived intangible assets, net book value | 163 | ' |
In-process research and development (IPR&D) | ' | ' |
Schedule of Goodwill, Finite and Indefinite-lived Intangible Assets [Line Items] | ' | ' |
Indefinite-lived intangible assets | 27,100 | ' |
Patent and trademarks | ' | ' |
Schedule of Goodwill, Finite and Indefinite-lived Intangible Assets [Line Items] | ' | ' |
Indefinite-lived intangible assets | $55 | ' |
Maximum | Customer relationships | ' | ' |
Schedule of Goodwill, Finite and Indefinite-lived Intangible Assets [Line Items] | ' | ' |
Amortization period at date of acquisition | '13 years | '13 years |
Minimum | Customer relationships | ' | ' |
Schedule of Goodwill, Finite and Indefinite-lived Intangible Assets [Line Items] | ' | ' |
Amortization period at date of acquisition | '2 years | '2 years |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets, net - Estimated Future Amortization Expense (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ' | ' |
2014 | $1,088 | ' |
2015 | 2,343 | ' |
2016 | 2,049 | ' |
2017 | 1,882 | ' |
2018 | 1,802 | ' |
Thereafter | 3,891 | ' |
Total | $13,055 | $3,972 |
Goodwill_and_Other_Intangible_4
Goodwill and Other Intangible Assets, net - Additional Disclosures (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' |
Amortization of intangible assets | $237 | $231 |
Longterm_Debt_Details
Long-term Debt (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | ' | ' | ' |
Total outstanding debt | $52,227,000 | ' | $64,578,000 |
Total noncurrent portion of long-term debt | 0 | ' | 10,342,000 |
Interest expense | 4,240,000 | ' | 1,314,000 |
Amortization of debt financing costs | 2,545,000 | 199,000 | 199,000 |
Write-off of deferred financing costs associated with former credit facility | 2,200,000 | ' | ' |
Revolving line of credit | Revolving credit facility, maturing March 2019 | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Total outstanding debt | 34,490,000 | ' | 0 |
Revolving line of credit | Revolving line of credit | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Total outstanding debt | 0 | ' | 39,736,000 |
Current maturities of outstanding debt | -34,490,000 | ' | -39,736,000 |
Term loans | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Total outstanding debt | 0 | ' | 14,500,000 |
Current maturities of outstanding debt | 0 | ' | -14,500,000 |
Subordinated notes | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Total outstanding debt | 17,737,000 | ' | 10,342,000 |
Current maturities of outstanding debt | ($17,737,000) | ' | $0 |
Longterm_Debt_Loan_Agreement_D
Long-term Debt - Loan Agreement (Details) (Revolving credit facility, maturing March 2019, USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Line of Credit Facility [Line Items] | ' |
Maximum borrowing capacity | $60,000,000 |
Term of credit facility | '5 years |
Base rate | ' |
Line of Credit Facility [Line Items] | ' |
Basis spread on variable rate | 4.75% |
Base rate | Minimum | ' |
Line of Credit Facility [Line Items] | ' |
Basis spread on variable rate | 1.00% |
Base rate | Maximum | ' |
Line of Credit Facility [Line Items] | ' |
Basis spread on variable rate | 1.50% |
LIBOR | ' |
Line of Credit Facility [Line Items] | ' |
Basis spread on variable rate | 2.75% |
LIBOR | Minimum | ' |
Line of Credit Facility [Line Items] | ' |
Basis spread on variable rate | 2.00% |
LIBOR | Maximum | ' |
Line of Credit Facility [Line Items] | ' |
Basis spread on variable rate | 2.50% |
US Borrowers | ' |
Line of Credit Facility [Line Items] | ' |
Maximum borrowing capacity | 50,000,000 |
UK Borrower | ' |
Line of Credit Facility [Line Items] | ' |
Maximum borrowing capacity | $10,000,000 |
Longterm_Debt_Loan_and_Securit
Long-term Debt - Loan and Security Agreement (Details) (USD $) | 3 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | ||||||||||||||||||||||||||||||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Jan. 15, 2014 | Aug. 30, 2013 | Jan. 15, 2014 | Jan. 15, 2014 | Jan. 15, 2014 | Mar. 13, 2014 | Mar. 13, 2014 | Jan. 15, 2014 | Aug. 31, 2012 | Dec. 31, 2012 | Aug. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Feb. 28, 2014 | Jan. 15, 2014 | Aug. 31, 2012 | Oct. 31, 2010 | Aug. 31, 2012 | Aug. 31, 2012 | Aug. 31, 2012 | Aug. 31, 2012 | Oct. 31, 2010 | Aug. 31, 2012 | Aug. 31, 2012 | Aug. 31, 2013 | |
Revolving credit facility, maturing March 2019 | Revolving credit facility, maturing March 2019 | Revolving credit facility, maturing March 2019 | Revolving credit facility, maturing March 2019 | Revolving credit facility, maturing March 2019 | Revolving credit facility, maturing March 2019 | Revolving credit facility, maturing March 2019 | Subordinated notes | Subordinated notes | Subordinated notes | Loan and Security Agreement | Loan and Security Agreement | Loan and Security Agreement | Loan and Security Agreement | Loan and Security Agreement | Loan and Security Agreement | Loan and Security Agreement | Loan and Security Agreement | Loan and Security Agreement | Loan and Security Agreement | Loan and Security Agreement | Loan and Security Agreement | Loan and Security Agreement | Loan and Security Agreement | Loan and Security Agreement | Loan and Security Agreement | Loan and Security Agreement | Loan and Security Agreement | Loan and Security Agreement | Loan and Security Agreement | Loan and Security Agreement | Loan and Security Agreement | Loan and Security Agreement | Loan and Security Agreement | Loan and Security Agreement | Loan and Security Agreement | |||
LIBOR | LIBOR | LIBOR | Base rate | Base rate | Base rate | Issuance of August Notes | Issuance of January Note | After March 1, 2014 | Between February 28, 2014 and April 15, 2014 | On or prior to April 15, 2013 | Thirty consecutive day period during first quarter of each fiscal year | Revolving line of credit | Revolving line of credit | Revolving line of credit | Revolving line of credit | Revolving line of credit | Revolving line of credit | Revolving line of credit | Revolving line of credit | Revolving line of credit | Term loans | Term loans | Term loans | Term loans | Term loans | Term loans | Term loans | Term loans | Term loans | Term loans | Term loans | Subordinated notes | ||||||
Minimum | Maximum | Minimum | Maximum | CEO, Director, and SG VTB Holdings, LLC | Adjusted base rate | Adjusted base rate | Adjusted base rate - Federal funds rate | Adjusted base rate - LIBOR | LIBOR | LIBOR | Adjusted base rate | Adjusted base rate | Adjusted base rate - Federal funds rate | Adjusted base rate - LIBOR | LIBOR | LIBOR | LIBOR | |||||||||||||||||||||
Minimum | Maximum | Minimum | Maximum | Minimum | Maximum | Minimum | Maximum | |||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | $60,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $55,000,000 | ' | $15,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | $45,000,000 | $28,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Draw down on loans | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 45,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt, amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,000,000 | 10,000,000 | 7,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayments of loans | 14,500,000 | 3,750,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,500,000 | 7,000,000 | 22,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayments of line of credit | 49,736,000 | 33,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Draw down on line of credit | 44,490,000 | 9,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 38,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.50% | ' | ' | ' | ' | ' | ' | ' | ' |
Basis spread on variable rate | ' | ' | ' | 2.75% | 2.00% | 2.50% | 4.75% | 1.00% | 1.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.50% | 3.25% | 0.50% | 1.00% | 3.50% | 4.25% | ' | ' | ' | ' | 2.50% | 3.25% | 0.50% | 1.00% | 4.00% | 3.50% | 4.25% | ' |
Remaining borrowing capacity | ' | ' | 6,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of subordinated notes required to reduce outstanding borrowings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 |
Additional subordinated indebtedness | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitment amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35,000,000 | 35,000,000 | 39,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in interest rate margin | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum allowable aggregate dollar amount of outstanding loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $35,000,000 | $25,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Longterm_Debt_Deferred_Financi
Long-term Debt - Deferred Financing Costs, Invoice Factoring and Subordinated Notes (Details) | 3 Months Ended | 12 Months Ended | 0 Months Ended | |||||||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jan. 15, 2014 | Aug. 30, 2013 | Jan. 15, 2014 | Jan. 15, 2014 | Aug. 30, 2013 | Jan. 15, 2014 | |
USD ($) | USD ($) | USD ($) | GBP (£) | Subordinated notes | Subordinated notes | Subordinated notes | VTB Holdings, Inc | VTB Holdings, Inc | VTB Holdings, Inc | |
USD ($) | Issuance of August Notes | Issuance of January Note | Issuance of January Note | Subordinated notes | Subordinated notes | |||||
CEO, Director, and SG VTB Holdings, LLC | USD ($) | CEO, Director, and SG VTB Holdings, LLC | Issuance of August Notes | Issuance of January Note | ||||||
USD ($) | CEO, Director, and SG VTB Holdings, LLC | CEO, Director, and SG VTB Holdings, LLC | ||||||||
USD ($) | USD ($) | |||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of debt financing costs | $2,545,000 | $199,000 | $199,000 | ' | ' | ' | ' | ' | ' | ' |
Write-off of deferred financing costs associated with the Loan and Security Agreement | 2,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt, amount | ' | ' | ' | ' | 7,000,000 | 10,000,000 | 7,000,000 | ' | 10,000,000 | 7,000,000 |
Interest rate for the first year | ' | ' | ' | ' | ' | ' | ' | 10.00% | 10.00% | ' |
Interest rate for all periods after the first year | ' | ' | ' | ' | ' | ' | ' | 20.00% | 20.00% | ' |
Maximum transfer of ownership of eligible trade accounts receivable for cash | ' | ' | ' | £ 5,000,000 | ' | ' | ' | ' | ' | ' |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (Merger of VTB Holdings, Inc. and Parametric Sound Corporation) | Jan. 15, 2014 | Aug. 05, 2013 |
VTB Holdings, Inc | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Ownership percentage | 80.00% | 80.00% |
Parametric Sound Corporation | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Ownership percentage | ' | 20.00% |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Income (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ' |
Balance at December 31, 2013 | $105 |
Foreign currency exchange adjustments | 128 |
Balance at March 31, 2014 | $233 |
Net_Loss_Per_Share_Of_Common_S2
Net Loss Per Share Of Common Stock - Computation of Basic and Diluted Earnings per Share (Details) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Basic and diluted: | ' | ' |
Net loss | ($2,906) | ($2,304) |
Basic: | ' | ' |
Weighted-average shares used in computing net (loss) income per share attributable to common stockholders, basic (in shares) | 33,715 | 12,700 |
Diluted: | ' | ' |
Added weighted-average effect of dilutive securities (in shares) | 0 | 0 |
Weighted-average shares used in computing net (loss) income per share attributable to common stockholders, diluted (in shares) | 33,715 | 12,700 |
Net loss per share: | ' | ' |
Basic (in dollars per share) | ($0.09) | ($0.18) |
Diluted (in dollars per share) | ($0.09) | ($0.18) |
Net_Loss_Per_Share_Of_Common_S3
Net Loss Per Share Of Common Stock - Antidilutive Securities (Details) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive securities excluded from computation of earnings per share | 5,719 | 3,658 |
Stock options | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive securities excluded from computation of earnings per share | 5,664 | 3,658 |
Stock Purchase Warrants | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive securities excluded from computation of earnings per share | 51 | 0 |
Restricted stock awards | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive securities excluded from computation of earnings per share | 4 | 0 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Income Tax Disclosure [Abstract] | ' | ' |
(Benefit) provision for income taxes | ($5,832,000) | $263,000 |
Effective tax rate | 70.00% | -12.90% |
Federal statutory rate | 35.00% | ' |
NOL available to offset future income | 13,000,000 | ' |
Uncertain tax positions | $1,500,000 | ' |
Related_Party_Details
Related Party (Details) (USD $) | Aug. 30, 2013 | Jan. 15, 2014 | Jan. 15, 2014 | Jan. 15, 2014 | Aug. 30, 2013 | Aug. 30, 2013 | Jan. 15, 2014 |
VTB Holdings, Inc | VTB Holdings, Inc | Subordinated notes | Subordinated notes | Subordinated notes | Subordinated notes | Subordinated notes | |
CEO, Director, and SG VTB Holdings, LLC | CEO, Director, and SG VTB Holdings, LLC | Issuance of January Note | CEO, Director, and SG VTB Holdings, LLC | VTB Holdings, Inc | VTB Holdings, Inc | ||
Issuance of August Notes | Issuance of January Note | Issuance of August Notes | CEO, Director, and SG VTB Holdings, LLC | CEO, Director, and SG VTB Holdings, LLC | |||
Issuance of August Notes | Issuance of January Note | ||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Subordinated notes | $10,000,000 | ' | ' | ' | ' | ' | ' |
Interest rate for the first year | ' | 10.00% | ' | ' | ' | 10.00% | ' |
Interest rate for all periods after the first year | ' | 20.00% | ' | ' | ' | 20.00% | ' |
Debt, amount | ' | ' | $7,000,000 | $7,000,000 | $10,000,000 | $10,000,000 | $7,000,000 |
Geographical_Information_Reven
Geographical Information - Revenues (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Revenues | $38,288 | $29,533 |
United States | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Revenues | 27,085 | 22,809 |
Europe | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Revenues | 9,790 | 4,516 |
United Kingdom | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Revenues | 9,500 | 3,500 |
Other | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Revenues | $1,413 | $2,208 |
StockBased_Compensation_Stockb
Stock-Based Compensation - Stock-based Compensation Expense (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Total stock based compensation | $1,049 | $708 |
Cost of revenue | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Total stock based compensation | 30 | 20 |
Selling and marketing | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Total stock based compensation | 120 | 75 |
Product development | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Total stock based compensation | 206 | 65 |
General and administrative | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Total stock based compensation | $693 | $548 |
StockBased_Compensation_Weight
Stock-Based Compensation - Weighted-Average Assumptions (Details) | 3 Months Ended |
Mar. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Risk-free interest rate, minimum | 1.90% |
Risk-free interest rate, maximum | 2.00% |
Expected volatility, minimum | 49.70% |
Expected volatility, maximum | 49.80% |
Dividend rate | 0.00% |
Minimum | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Expected term (in years) | '6 years 1 month 6 days |
Maximum | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Expected term (in years) | '6 years 3 months 18 days |
StockBased_Compensation_Shares
Stock-Based Compensation - Shares Available for Grant (Details) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Shares Available for Grant [Roll Forward] | ' |
Balance, beginning of period (in shares) | 1,439 |
VTBH 2011 Plan terminated at Merger (in shares) | -1,439 |
Authorized and assumed in Merger (in shares) | 2,372 |
Options granted and assumed in Merger (in shares) | -947 |
RSAs granted (in shares) | -6 |
Balance, end of period (in shares) | 1,419 |
StockBased_Compensation_Stock_
Stock-Based Compensation - Stock Option Activity (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ' | ' |
Outstanding beginning of period (in shares) | 3,960,783 | ' |
Granted (in shares) | 947,327 | ' |
Assumed in acquisition (in shares) | 1,392,854 | ' |
Exercised (in shares) | -127,179 | ' |
Forfeited (in shares) | -52,752 | ' |
Outstanding end of period (in shares) | 6,121,033 | 3,960,783 |
Vested and expected to vest (in shares) | 6,121,033 | ' |
Exercisable (in shares) | 2,769,932 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ' | ' |
Outstanding beginning of period (in dollars per share) | $4.70 | ' |
Granted (in dollars per share) | $15.63 | ' |
Assumed in acquisition (in dollars per share) | $6.02 | ' |
Exercised (in dollars per share) | $4.60 | ' |
Forfeited (in dollars per share) | $0 | ' |
Outstanding end of period (in dollars per share) | $6.92 | $4.70 |
Vested and expected to vest (in dollars per share) | $6.92 | ' |
Exercisable (in dollars per share) | $4.50 | ' |
Outstanding, weighted average remaining contractual term | '7 years 11 months 16 days | '8 years 5 months 12 days |
Vested and expected to vest, weighted average remaining contractual term | '7 years 11 months 16 days | ' |
Exercisable, weighted average remaining contractual term | '5 years 9 months 22 days | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ' | ' |
Outstanding, intrinsic value | $48,829,243 | $3,031,094 |
Vested and expected to vest, intrinsic value | 48,829,243 | ' |
Exercisable, intrinsic value | $26,592,151 | ' |
StockBased_Compensation_RSA_Ac
Stock-Based Compensation - RSA Activity (Details) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' |
Granted (in shares) | 6,000 |
Restricted stock awards | ' |
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) | 0 |
Granted (in shares) | 6,396 |
Outstanding end of period (in shares) | 6,396 |
Expected to vest (in shares) | 6,396 |
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) | 0 |
Granted (in dollars per share) | 15.63 |
Outstanding end of period (in dollars per share) | 15.63 |
Expected to vest (in dollars per share) | 15.63 |
StockBased_Compensation_Detail
Stock-Based Compensation (Details Narrative) (USD $) | 3 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | ||||||
In Millions, except Share data, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Jan. 15, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | Jan. 15, 2014 |
Stock options | Stock options | Stock options | Stock options | Restricted stock awards | Phantom equity | Phantom equity | Phantom equity | Common stock | |||
2011 Plan | 2013 Plan | Inducement options granted outside of the 2013 Plan | 2011 Phantom Equity Appreciation Plan | 2011 Phantom Equity Appreciation Plan | 2011 Phantom Equity Appreciation Plan | Merger of VTB Holdings, Inc. and Parametric Sound Corporation | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share authorized (in shares) | ' | ' | ' | ' | 2,250,000 | ' | ' | ' | 1,500,000 | ' | ' |
Number of additional shares authorized | ' | ' | ' | ' | 122,000 | ' | ' | ' | ' | ' | ' |
Common stock shares outstanding | 37,651,247 | 12,700,426 | ' | 3,960,783 | ' | ' | ' | ' | ' | ' | ' |
Exchange ratio of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.35997 |
Award expiration period | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' |
Forfeiture period in case participants cease employment with Parametric | ' | ' | ' | '90 days | ' | ' | ' | ' | ' | ' | ' |
Weighted average grant date fair value of options granted (in dollars per share) | $8.60 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options exercised, intrinsic value | $1.30 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated grant date fair value of options vested | 4.6 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | 13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total unrecognized compensation cost related to non-vested options | ' | ' | ' | ' | ' | ' | $0.10 | ' | ' | ' | ' |
Amortization period of unrecognized compensation costs | ' | ' | '2 years 8 months 12 days | ' | ' | ' | '3 years 9 months 18 days | ' | ' | ' | ' |
Shares granted and outstanding (in shares) | ' | ' | ' | ' | ' | ' | ' | 1,255,280 | ' | 1,357,410 | ' |
Weighted average exercise price of options granted and outstanding (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | $1.58 | ' | $0.97 | ' |
Outstanding stock options (in shares) | 6,121,033 | 3,960,783 | ' | ' | ' | 19,500 | ' | ' | ' | ' | ' |
Subsequent_Events_Details
Subsequent Events (Details) (Subsequent event, USD $) | 0 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Apr. 30, 2014 | Apr. 29, 2014 | Apr. 24, 2014 | Apr. 24, 2014 |
Revolving credit facility, maturing March 2019 | Underwritten public offering | Underwritten public offering | 30-day option granted to underwriters to purchase additional stock | |
Subsequent Event [Line Items] | ' | ' | ' | ' |
Number of shares issued | ' | ' | 4,000,000 | 600,000 |
Share price (in dollars per share) | ' | ' | $10 | ' |
Net proceeds from Offering | ' | $35.60 | ' | ' |
Outstanding amount repaid | $10 | ' | ' | ' |