Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Jul. 31, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Turtle Beach Corporation | |
Entity Central Index Key | 1,493,761 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 13,796,031 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Cash and cash equivalents | $ 9,108 | $ 5,247 |
Accounts receivable, net | 34,582 | 50,534 |
Inventories | 28,043 | 27,518 |
Prepaid expenses and other current assets | 5,190 | 3,467 |
Total Current Assets | 76,923 | 86,766 |
Property and equipment, net | 2,839 | 4,677 |
Intangible assets, net | 1,196 | 1,404 |
Deferred Tax Assets, Net of Valuation Allowance, Noncurrent | 127 | 362 |
Other assets | 1,095 | 1,042 |
Total Assets | 82,180 | 94,251 |
Current Liabilities: | ||
Revolving credit facility | 0 | 38,467 |
Term loans | 375 | 4,173 |
Accounts payable | 29,976 | 13,459 |
Other current liabilities | 14,061 | 11,451 |
Total Current Liabilities | 44,412 | 67,550 |
Loans Payable, Noncurrent | 11,391 | 6,789 |
Series B redeemable preferred stock | 0 | 18,921 |
Subordinated Long-term Debt, Noncurrent | 19,092 | 20,836 |
Other liabilities | 2,311 | 2,312 |
Total Liabilities | 77,206 | 116,408 |
Stockholders' Equity (Deficit) | ||
Common stock, $0.001 par value - 25,000,000 shares authorized; 13,794,251 and 12,349,449 shares issued and outstanding as of June 30, 2018 and December 31, 2017, respectively | 14 | 12 |
Additional paid-in capital | 167,668 | 148,082 |
Accumulated deficit | (162,390) | (170,048) |
Accumulated other comprehensive loss | (318) | (203) |
Total Stockholders' Equity (Deficit) | 4,974 | (22,157) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 82,180 | $ 94,251 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Stockholders' Equity (Deficit) | ||
Preferred stock par value (in dollars per share) | $ 0 | $ 0 |
Preferred stock shares authorized | 0 | 0 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common stock par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock shares authorized | 25,000,000 | 25,000,000 |
Common stock shares issued | 13,794,251 | 12,349,449 |
Common stock shares outstanding | 13,794,251 | 12,349,449 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement [Abstract] | ||||
Net revenue | $ 60,805,000 | $ 19,112,000 | $ 101,691,000 | $ 33,464,000 |
Cost of revenue | 40,528,000 | 12,811,000 | 66,385,000 | 24,947,000 |
Gross profit | 20,277,000 | 6,301,000 | 35,306,000 | 8,517,000 |
Operating expenses: | ||||
Selling and marketing | 6,818,000 | 5,529,000 | 12,747,000 | 9,978,000 |
Research and development | 1,327,000 | 1,697,000 | 2,656,000 | 3,087,000 |
General and administrative | 3,863,000 | 4,070,000 | 7,848,000 | 8,241,000 |
Restructuring Charges | 0 | (30,000) | 0 | 268,000 |
Total operating expenses | 12,008,000 | 11,266,000 | 23,251,000 | 21,574,000 |
Operating income (loss) | 8,269,000 | (4,965,000) | 12,055,000 | (13,057,000) |
Interest expense | 1,258,000 | 1,835,000 | 3,263,000 | 3,675,000 |
Other non-operating expense (income), net | 410,000 | (214,000) | 165,000 | (265,000) |
Income (loss) before income tax | 6,601,000 | (6,586,000) | 8,627,000 | (16,467,000) |
Income tax expense | 300,000 | 475,000 | 364,000 | 520,000 |
Net income (loss) | $ 6,301,000 | $ (7,061,000) | $ 8,263,000 | $ (16,987,000) |
Net income (loss) per share: | ||||
Basic (in dollars per share) | $ 0.47 | $ (0.57) | $ 0.64 | $ (1.38) |
Diluted (in dollars per share) | $ 0.40 | $ (0.57) | $ 0.56 | $ (1.38) |
Weighted average number of shares: | ||||
Basic (in shares) | 13,401 | 12,337 | 12,877 | 12,325 |
Diluted (in shares) | 15,644 | 12,337 | 14,816 | 12,325 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Loss) Statement - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 6,301 | $ (7,061) | $ 8,263 | $ (16,987) |
Foreign currency translation adjustment | (270) | 118 | (115) | 158 |
Other comprehensive income (loss) | (270) | 118 | (115) | 158 |
Comprehensive income (loss) | $ 6,031 | $ (6,943) | $ 8,148 | $ (16,829) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ 8,263,000 | $ (16,987,000) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 2,204,000 | 2,213,000 |
Amortization of intangible assets | 156,000 | 170,000 |
Amortization of debt financing costs | 642,000 | 781,000 |
Stock-based compensation | 822,000 | 817,000 |
Accrued interest on Series B redeemable preferred stock | 501,000 | 702,000 |
Paid-in-kind interest | 1,256,000 | 1,196,000 |
Deferred income taxes | 235,000 | (43,000) |
Reversal of sales returns reserve | (489,000) | (2,438,000) |
Provision for Doubtful Accounts | 144,000 | 3,000 |
Provision for obsolete inventory | 1,766,000 | 1,689,000 |
Gain (Loss) on Disposition of Property Plant Equipment | (93,000) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 15,692,000 | 47,073,000 |
Inventories | (2,291,000) | (907,000) |
Accounts payable | 16,461,000 | (601,000) |
Prepaid expenses and other assets | (1,723,000) | (505,000) |
Income taxes payable | 293,000 | 329,000 |
Other liabilities | 2,316,000 | (6,845,000) |
Net cash provided by operating activities | 46,341,000 | 26,647,000 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property and equipment | (402,000) | (506,000) |
Net cash used for investing activities | (402,000) | (506,000) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Borrowings on revolving credit facilities | 81,991,000 | 51,909,000 |
Repayment of revolving credit facilities | (120,458,000) | (82,638,000) |
Repayment of capital leases | 0 | (4,000) |
Proceeds from Issuance of Long-term Debt | 3,265,000 | 0 |
Repayment of term loan | (2,485,000) | (427,000) |
Repayments of Subordinated Debt | 3,265,000 | 0 |
Retirement of Series B Preferred Stock | (1,390,000) | 0 |
Proceeds from Stock Options Exercised | 734,000 | 0 |
Debt financing costs | (405,000) | 0 |
Net cash used for financing activities | (42,013,000) | (31,160,000) |
Effect of exchange rate changes on cash and cash equivalents | (65,000) | 74,000 |
Net decrease in cash and cash equivalents | 3,861,000 | (4,945,000) |
Cash and cash equivalents, beginning of period | 5,247,000 | 6,183,000 |
Cash and cash equivalents, end of period | 9,108,000 | |
SUPPLEMENTAL DISCLOSURE OF INFORMATION | ||
Cash paid for interest | 763,000 | 918,000 |
Cash paid for income taxes | $ 0 | $ 0 |
Condensed Consolidated Stateme7
Condensed Consolidated Statement of Stockholders' Equity Statement - 6 months ended Jun. 30, 2018 - USD ($) | Total | Common stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income |
Beginning balance, shares at Dec. 31, 2017 | 12,349,000 | ||||
Beginning balance at Dec. 31, 2017 | $ (22,157,000) | $ 12,000 | $ 148,082,000 | $ (170,048,000) | $ (203,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 8,263,000 | ||||
Cumulative Effect on Retained Earnings, Net of Tax | (605,000) | (605,000) | |||
Share-based Compensation Arrangement, Series B Transaction | 1,307,143 | ||||
Stock Issued During Period, Value, Series B Exchange | 18,032,000 | $ 1,000 | 18,031,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Period Increase (Decrease) | 27,978 | ||||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | 0 | $ 0 | |||
Other comprehensive income | $ (115,000) | (115,000) | |||
Stock options exercised and related tax activity, shares | 109,681 | 110,000 | |||
Stock Issued During Period, Value, Stock Options Exercised | $ 734,000 | $ 1,000 | 733,000 | ||
Share-based compensation | 822,000 | 822,000 | |||
Ending balance, shares at Jun. 30, 2018 | 13,794,000 | ||||
Ending balance at Jun. 30, 2018 | $ 4,974,000 | $ 14,000 | $ 167,668,000 | $ (162,390,000) | $ (318,000) |
Background and Basis of Present
Background and Basis of Presentation | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Background and Basis of Presentation | Background and Basis of Presentation Organization Turtle Beach Corporation (“Turtle Beach” or the “Company”), headquartered in San Diego, California, is the global leader in gaming headsets and has been an innovator in premier audio technology for over 40 years. The Turtle Beach® brand is highly regarded among the over 700 million gamers in North America and Europe where the Company has a leading market share in gaming headsets for Xbox and PlayStation® consoles. In addition to its gaming headset business, the Company acquired and developed an innovative and patent-protected sound technology that delivers immersive, directional audio called HyperSound®. Turtle Beach was incorporated in the state of Nevada in 2010 and the Company’s stock is traded on the Nasdaq Global Market under the symbol HEAR. VTB Holdings, Inc. (“VTBH”), a wholly-owned subsidiary of Turtle Beach and the parent holding company of Voyetra Turtle Beach, Inc. (“VTB”) and Turtle Beach Europe Limited (“TB Europe”), together the headset business, was incorporated in the state of Delaware in 2010 with operations principally located in Valhalla, New York. VTB was incorporated in the state of Delaware in 1975. Basis of Presentation The accompanying interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, in the opinion of management, reflect all adjustments (which include normal recurring adjustments) considered necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods presented. All intercompany accounts and transactions have been eliminated in consolidation. 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. The Company believes that the disclosures made are adequate to make the information presented not misleading. The results of operations for the interim periods are not necessarily indicative of the results of operations for the entire fiscal year. The December 31, 2017 Condensed Consolidated Balance Sheet has been derived from the Company's most recent audited financial statements included in its Annual Report on Form 10-K filed with the SEC on March 6, 2018 (“Annual Report”). These financial statements should be read in conjunction with the annual financial statements and the notes thereto included in the Annual Report that contains information useful to understanding the Company's businesses and financial statement presentations. Reverse Split On April 6, 2018, the Company effected a one-for-four reverse stock split of its common stock pursuant to which every four shares of common stock outstanding immediately prior to the reverse split were combined into one share of common stock. As a result of the reverse split, all outstanding share amounts and computations using such amounts in the Company’s financial statements and notes thereto have been retroactively adjusted to reflect the reverse stock split. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies The preparation of consolidated annual and quarterly financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities at the date of our consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. The Company can give no assurance that actual results will not differ from those estimates. The Company's significant accounting policies are included in Note 1 of the Annual Report on Form 10-K for the year ended December 31, 2017. As described further in “Recent Accounting Pronouncements” below, on January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers . Turtle Beach's transition to the new revenue standard did not result in a material adjustment to opening retained earnings and the Company expects the adoption of the new standard to have an immaterial impact to its results of operations on an ongoing basis. Revenue Recognition and Sales Return Reserve Net revenue consists primarily of revenue from the sale of gaming headsets and accessories to wholesalers, retailers and to a lesser extent, on-line customers. These headsets function on a standalone basis (in connection with a readily available gaming console, personal computer or stereo) and are not sold with additional services or rights to future goods or services. Revenue is recorded for a contract through the following steps: (i) identifying the contract with the customer; (ii) identifying the performance obligations in the contract; (iii) determining the transaction price; (iv) allocating the transaction price to the performance obligations; and (v) recognizing revenue when or as each performance obligation is satisfied. Each contract at inception is evaluated to determine whether the contract should be accounted for as having one or more performance obligations. Revenue is recognized when obligations under the terms of a contract with our customer are satisfied; generally this occurs at a point in time when the transfer of risk and title to the product transfers to the customer. Our standard terms of delivery are included in our contracts of sale, order confirmation documents, and invoices. The Company excludes sales taxes collected from customers from “Net Revenue” in its Consolidated Statements of Operations. Certain customers may receive cash-based incentives (including: cash discounts, quantity rebates, price concessions), which are accounted for as variable consideration. Provisions for sales returns are recognized in the period the sale is recorded, based upon our prior experience and current trends. These revenue reductions are established by the Company based upon management’s best estimates at the time of sale following the historical trend, adjusted to reflect known changes in the factors that impact such reserves and allowances, and the terms of agreements with customers. We do not expect to have significant changes in our estimates for variable considerations. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers , which requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for such goods or services. The new guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In 2018, the Company adopted ASU 2014-09 using the modified retrospective approach, and recorded a net decrease to beginning retained earnings of $0.6 million reflecting the cumulative impact of adoption. The impact to beginning retained earnings was due to certain price concessions and right of return arrangements recorded as part of the transaction price determination. Results for reporting periods beginning January 1, 2018 are presented under Topic 606, Revenue from Contracts with Customers while prior period amounts were not adjusted and continue to be reported in accordance with the Company’s historic accounting under Topic 605, Revenue Recognition . In February 2016, the FASB issued ASU No. 2016-02, Leases , that introduces the recognition of a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term, and a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis for all leases (with the exception of short-term leases). The guidance will be effective for public companies for annual reporting periods beginning after December 15, 2018, and interim periods within those fiscal years with early adoption permitted. The Company has not yet selected a transition method or determined the effect on its consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting, to provide clarity and reduce diversity in practice and cost and complexity when applying the guidance to a change to the terms or conditions of a share-based payment award. This update provides that an entity will not have to account for the effects of a modification if: (i) the fair value of the modified award is the same immediately before and after the modification; (ii) the vesting conditions of the modified award are the same immediately before and after the modification; and (iii) the classification of the modified award as either an equity instrument or liability instrument is the same immediately before and after the modification. The Company adopted these amendments in the first quarter of 2018, which did not have a material impact upon our financial condition or results of operations. In June 2018, the FASB issued ASU 2018-07, Improvements to Non-employee Share-Based Payment Accounting that expands the scope of Topic 718, Compensation—Stock Compensation , to include share-based payments issued to non-employees for goods or services and substantially aligned the accounting for share-based payments to non-employees and employees. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted. The Company is evaluating the effect that this guidance will have on the financial statements and related disclosures. |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement The Company follows a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for markets that are not active, or other inputs that are observable or can be corroborated by observable market data. • Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. Financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, and debt instruments. As of June 30, 2018 and December 31, 2017 , there were no outstanding financial assets and liabilities recorded at fair value on a recurring basis and the Company had not elected the fair value option for any financial assets and liabilities for which such an election would have been permitted. The following is a summary of the carrying amounts and estimated fair values of our financial instruments at June 30, 2018 and December 31, 2017 : June 30, 2018 December 31, 2017 Reported Fair Value Reported Fair Value (in thousands) Financial Assets and Liabilities: Cash and cash equivalents $ 9,108 $ 9,108 $ 5,247 $ 5,247 Revolving credit facility — — 38,467 38,467 Term loans 12,500 13,020 11,721 11,329 Subordinated notes 19,903 22,394 21,911 22,442 Cash equivalents are stated at amortized cost, which approximates fair value as of the consolidated balance sheet dates, due to the short period of time to maturity; and accounts receivable and accounts payable are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment. The carrying value of the revolving credit facility equals fair value as the stated interest rate approximates market rates currently available to the Company, which are considered Level 2 inputs. The fair values of our term loans and subordinated notes are based upon an estimated market value calculation that factors principal, time to maturity, interest rate and current cost of debt, which is considered a Level 3 input. |
Allowance for Sales Return
Allowance for Sales Return | 6 Months Ended |
Jun. 30, 2018 | |
Allowance for Sales Returns [Abstract] | |
Allowance for Sales Returns | Allowance for Sales Returns The following table provides the changes in our sales return reserve, which is classified as a reduction of accounts receivable: Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 (in thousands) Balance, beginning of period $ 4,260 $ 3,033 $ 5,533 $ 4,591 Reserve accrual 5,184 951 8,441 2,082 Recoveries and deductions, net (4,400 ) (1,831 ) (8,930 ) (4,520 ) Balance, end of period $ 5,044 $ 2,153 $ 5,044 $ 2,153 |
Composition of Certain Financia
Composition of Certain Financial Statement Items | 6 Months Ended |
Jun. 30, 2018 | |
Condensed Consolidated Balance Sheet Components [Abstract] | |
Composition of Certain Financial Statement Items | Composition of Certain Financial Statement Items Inventories Inventories consist of the following: June 30, 2018 December 31, 2017 (in thousands) Raw materials $ 1,581 $ 837 Finished goods 26,462 26,681 Total inventories $ 28,043 $ 27,518 Property and Equipment, net Property and equipment, net, consists of the following: June 30, 2018 December 31, 2017 (in thousands) Machinery and equipment $ 1,506 $ 1,396 Software and software development 300 383 Furniture and fixtures 530 525 Tooling 1,997 1,968 Leasehold improvements 1,327 1,318 Demonstration units and convention booths 9,308 11,719 Total property and equipment, gross 14,968 17,309 Less: accumulated depreciation and amortization (12,129 ) (12,632 ) Total property and equipment, net $ 2,839 $ 4,677 Other Current Liabilities Other current liabilities consist of the following: June 30, 2018 December 31, 2017 (in thousands) Accrued vendor expenses $ 242 $ 652 Accrued royalties 4,361 2,848 Accrued employee expenses 2,302 2,510 Accrued freight 2,242 130 Accrued expenses 4,914 5,311 Total other current liabilities $ 14,061 $ 11,451 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Acquired Intangible Assets Acquired identifiable intangible assets, and related accumulated amortization, as of June 30, 2018 and December 31, 2017 consist of: June 30, 2018 Gross Carrying Value Accumulated Amortization Net Book Value (in thousands) Customer relationships $ 5,796 $ 4,356 $ 1,440 Foreign currency (997 ) (753 ) (244 ) Total Intangible Assets $ 4,799 $ 3,603 $ 1,196 December 31, 2017 Gross Carrying Value Accumulated Amortization Net Book Value (in thousands) Customer relationships $ 5,796 $ 4,173 $ 1,623 Foreign currency (899 ) (680 ) (219 ) Total Intangible Assets $ 4,897 $ 3,493 $ 1,404 In connection with the October 2012 acquisition of TB Europe, the acquired intangible asset related to customer relationships is being amortized over an estimated useful life of thirteen years with the amortization being included within sales and marketing expense. Amortization expense related to definite lived intangible assets of $0.1 million and $0.2 million was recognized for the three and six months ended June 30, 2018 , respectively, and $0.1 million and $0.2 million for the three and six months ended June 30, 2017 , respectively. As of June 30, 2018 , estimated annual amortization expense related to definite lived intangible assets in future periods is as follows: (in thousands) 2018 $ 183 2019 307 2020 258 2021 217 2022 182 Thereafter 293 Total $ 1,440 |
Credit Facilities and Long-Term
Credit Facilities and Long-Term Debt | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Credit Facilities and Long-Term Debt | Credit Facility and Long-Term Debt June 30, 2018 December 31, 2017 (in thousands) Revolving credit facility, maturing March 2023 $ — $ 38,467 Term Loan Due 2018 — 1,923 Term Loan Due 2019 — 9,798 Term Loan Due 2023 12,500 — Less: unamortized deferred financing fees 734 759 Total Term Loans 11,766 10,962 Subordinated notes - related party 19,903 21,911 Less: unamortized debt discount 811 1,075 Total Subordinated notes 19,092 20,836 Total outstanding debt 30,858 70,265 Less: current portion of revolving credit facility — (38,467 ) Less: current portion of term loans (375 ) (4,173 ) Total noncurrent portion of long-term debt $ 30,483 $ 27,625 Total interest expense, inclusive of amortization of deferred financing costs, on long-term debt obligations was $1.0 million and $2.5 million for the three and six months ended June 30, 2018 , respectively, and $1.3 million and $2.7 million for three and six months ended June 30, 2017 , respectively. This includes related party interest of $0.7 million and $1.3 million for the three and six months ended June 30, 2018 , respectively, and $0.6 million and $1.2 million for the three and six months ended June 30, 2017 , respectively, incurred in connection with the subordinated notes. Amortization of deferred financing costs was $0.2 million and $0.6 million for the three and six months ended June 30, 2018 , respectively, and $0.4 million and $0.8 million for the three and six months ended June 30, 2017 , respectively. In connection with the Company's amendment and restatement of its Credit Facility (as noted below), the Company incurred $0.4 million of financing costs that have been deferred and will be recognized over the term of the respective agreements. Revolving Credit Facility On March 5, 2018, Turtle Beach and certain of its subsidiaries entered into an amended and restated loan, guaranty and security agreement (“Credit Facility”) with Bank of America, N.A. (“Bank of America”) , as Agent, Sole Lead Arranger and Sole Bookrunner, which replaced the then existing asset-based revolving loan agreement. The Credit Facility, which expires on March 5, 2023 , provides for a line of credit of up to $60 million inclusive of a sub-facility limit of $12 million for TB Europe, a wholly-owned subsidiary of Turtle Beach. The Credit Facility may be used for working capital, the issuance of bank guarantees, letters of credit and other corporate purposes. The maximum credit availability for loans and letters of credit under the Credit Facility is governed by a borrowing base determined by the application of specified percentages to certain eligible assets, primarily eligible trade accounts receivable and inventories, and is subject to discretionary reserves and revaluation adjustments. Amounts outstanding under the Credit Facility bear interest at a rate equal to either a rate published by Bank of America or the LIBOR rate, plus in each case, an applicable margin, which is between 0.50% to 1.25% for U.S. base rate loans and between 1.50% to 2.25% for U.S. LIB OR loans and U.K. loans. As of June 30, 2018 , interest rates for outstanding borrowings were 5.50% for base rate loans and 3.74% for LIBOR rate loans. In addition, Turtle Beach is required to pay a commitment fee on the unused revolving loan commitment at a rate ranging from 0.25% to 0.50% , and letter of credit fees and agent fees. The Company is subject to monthly financial covenant testing for so long as revolving commitments or obligations are outstanding. The Credit Facility requires the Company and its restricted subsidiaries to maintain a fixed charge coverage ratio of at least 1.10 to 1.00 on the last day of each month, a consolidated leverage ratio of greater than 3.00 to 1.00, as well as a limit to Capital Expenditures and HyperSound Division Net Operating Disbursement (as defined in the Credit Facility). The Credit Facility also contains affirmative and negative covenants that, subject to certain exceptions, limit our ability to take certain actions, including the Company's ability to incur debt, pay dividends and repurchase stock, make certain investments and other payments, enter into certain mergers and consolidations, engage in sale leaseback transactions and transactions with affiliates and encumber and dispose of assets. Obligations under the Credit Facility are secured by a security interest and lien upon substantially all of the Company's assets. As of June 30, 2018 , the Company was in compliance with all financial covenants, as amended, and excess borrowing availability was approximately $30.5 million . Term Loans Term Loan Due 2018 On December 29, 2014, the Company amended the Credit Facility with Bank of America to enter in to an additional loan (the “Term Loan Due 2018”) for the repayment of $7.7 million of then existing subordinated debt and accrued interest. The Term Loan Due 2018 resulted in modified financial covenants while it was outstanding, had an interest rate of LIBOR plus 5% and was subject to equal monthly installments beginning on April 1, 2015 and ending on October 1, 2018, reflecting a six month waiver. On March 5, 2018, the Company repaid the remaining $1.3 million principal balance. Term Loan Due 2019 On July 22, 2015, the Company and its subsidiaries, entered into a term loan, guaranty and security agreement (the “Term Loan Due 2019”) with Crystal Financial LLC, as agent, sole lead arranger and sole bookrunner, Crystal Financial SPV LLC and the other persons party thereto (“Crystal”), which provided for an aggregate term loan commitment of $15 million with an interest rate per annum equal to the 90-day LIBOR rate plus 10.25% . Under the terms of the Term Loan Due 2019, the Company was required to make payments of interest in arrears on the first day of each month beginning August 1, 2015 and repay the principal in monthly payments that began January 1, 2016, inclusive of a nine month waiver, with a final payment on June 28, 2019, the maturity date. Term Loan Due 2023 On March 5, 2018, the Company and its subsidiaries, entered into an amended, extended and restated term loan, guaranty and security agreement (the “Term Loan Due 2023”) with Crystal, as agent, sole lead arranger and sole bookrunner and the Lenders from time to time party thereto, which replaced the then existing Term Loan Due 2019 and provides for a maximum aggregate term loan of $12.5 million , at an interest rate per annum equal to the 90-day LIBOR rate plus 6.75% . As of June 30, 2018, $12.5 million was outstanding with the additional $3.3 million borrowed on May 2, 2018. Under the terms of the Term Loan Due 2023, the Company is required to make payments of interest in arrears on the first day of each month and will repay the principal in monthly payments beginning April 1, 2019, with a final payment on March 5, 2023 , the maturity date. The Term Loan Due 2023 is secured by a security interest in substantially all of the Company and each of its subsidiaries' working capital assets and is subject to the first-priority lien of Bank of America, as agent, under the Credit Facility, other than with respect to equipment, fixtures, real property interests, intellectual property, intercompany property, intercompany indebtedness, equity interest in their subsidiaries, and certain other assets specified in an inter-creditor agreement between Bank of America and Crystal. The Company and its subsidiaries are required to comply with various customary covenants including, (i) maintaining a fixed charge coverage ratio of at least 1.10 to 1.00, (ii) maintaining a Consolidated Leverage Ratio (as defined in the Term Loan Due 2023) to be measured on the last day of each month while the term loans are outstanding of no more than 3.00 :1, (iii) not making capital expenditures in excess of the amount stated therein in any year until December 31, 2023, (iv) restrictions on the Company’s and its subsidiaries ability to prepay its subordinated notes, pay dividends, incur debt, create or suffer liens and engage in certain fundamental transactions and (v) an obligation to provide certain financial and other information. The Term Loan Due 2023 contains customary representations, mandatory prepayment events and events of default, including defaults triggered by the failure to make payments when due, breaches of covenants and representations, material impairment in the perfection of Crystal’s security interest in the collateral and events related to bankruptcy and insolvency of the Company and its subsidiaries. Upon an event of default, Crystal may declare all outstanding obligations immediately due and payable (along with a prepayment fee), impose a default rate of an additional 2.0% to amounts outstanding and may take other actions including collecting or taking such other action with respect to the collateral pledged in connection with the term loan. As of June 30, 2018 , the Company was in compliance with all the financial covenants. Subordination Agreement On November 16, 2015, as a condition precedent to the Company's lenders permitting the Company to enter into certain subordinated notes, the Company entered into a subordination agreement with and between Bank of America and Crystal, pursuant to which the parties agreed that the Company's obligations under any such notes would be subordinate in right of payment to the payment in full of all the Company’s obligations under the Credit Facility, the then existing Term Loan Due 2019 and the current Term Loan Due 2023. Subordinated Notes - Related Party During 2015, the Company issued a $5.0 million subordinated note (the “April Note”), subordinated notes (the “May Notes”) with an aggregate principal amount of $3.8 million and a subordinated note (the “June Note”) with an aggregate principal amount of $9.0 million to SG VTB Holdings, LLC, the Company’s largest stockholder (“SG VTB”), and a trust affiliated with Ronald Doornink, the Chairman of the Company's board of directors (the “Board”). The subordinated notes were issued with an interest 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 note quarterly. On July 22, 2015, the Company amended and restated each of its outstanding subordinated notes (the “Amended Notes”). The obligations of the Company under the Amended Notes are subordinate and junior to the prior payment of amounts due under the then existing credit facility and term loans. In addition, the stated maturity date of the Amended Notes was extended to September 29, 2019 , subject to acceleration in certain circumstances, such as a change of control in the Company. The Amended Notes were issued with an interest rate per annum equal to LIBOR plus 10.5% and were paid-in-kind by adding the amount to the principal amount due. Further, as consideration for the concessions in the Amended Notes, the Company issued warrants to purchase 0.4 million of the Company’s common stock at an exercise price of $10.16 per share. On November 16, 2015, the Company issued a $2.5 million subordinated note (the “November Note”) to SG VTB, the proceeds of which, as set forth in the amendment to the Term Loan Due 2019, were applied against the outstanding balance of the Term Loan Due 2019. The November Note was issued with an interest rate of 15% per annum until its maturity date, which was September 29, 2019 , and was subordinated to all senior debt of the Company. In consideration of the credit extended under the November Note, VTB and VTBH entered into a Third Lien Continuing Guaranty, (as amended, the “Third Lien Guaranty”), under which they guarantee and promise to pay to SG VTB, any and all obligations of the Company under the November Note. To secure the Company's obligations under the November Note and the Third Lien Guaranty, the Company entered into a Third Lien Security Agreement, dated as of November 16, 2015, pursuant to which Stripes was granted a security interest upon all property of the VTB and VTBH until the payment in full of the Amended Notes and November Note or the release of the guarantee or collateral, as applicable. Concurrent with entering into the November Note and Third Lien Guaranty, the Company also issued a warrant to purchase 0.3 million shares of the Company’s common stock at an exercise price of $8.00 per share. On March 5, 2018, the Company amended and restated the Amended Notes with an aggregate principal amount of $18.9 million and the November Note with an aggregate principal amount of $3.5 million . The amended subordinated notes bear in-kind interest at a rate of (i) LIBOR plus 9.1% per annum until March 5, 2020 (or, solely with respect to the November Note, until September 5, 2018) or until its maturity date, which is June 5, 2023 , provided that its principal amount is reduced by a specified amount by the six month anniversary of the restatement effective date and (ii) LIBOR plus 10.5% per annum (or, solely with respect to the November Note, 15.0% if the prepayment described above does not occur) until its maturity date. On May 4, 2018, the Company satisfied the repayment provision with a $3.3 million repayment of the November Note with funds from the Term Loan Due 2023. Further, on August 3, 2018, the Company paid down an additional $5.0 million with funds from operations. SG VTB is an affiliate of Stripes Group LLC (“Stripes”), a private equity firm focused on internet, software, healthcare IT and branded consumer products businesses. Kenneth A. Fox, one of our directors, is the managing general partner of Stripes and the sole manager of SG VTB, and Ronald Doornink, our Chairman of the Board, is an operating partner of Stripes. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes In order to determine the quarterly provision for income taxes, we use an estimated annual effective tax rate (“ETR”), which is based on expected annual income and statutory tax rates in the various jurisdictions. However, 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, we determine the quarterly provision for income taxes based on actual year-to-date income (loss). Certain significant or unusual items are separately recognized as discrete items in the quarter during which they occur and can be a source of variability in the effective tax rates from quarter to quarter. The following table presents our income tax expense (benefit) and effective income tax rate: Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 (in thousands) Income tax expense $ 300 $ 475 $ 364 $ 520 Effective income tax rate 4.5 % (7.2 )% 4.2 % (3.2 )% Income tax expense for the three and six months ended June 30, 2018 was $0.3 million at an effective tax rate of 4.5% and, $0.4 million at an effective tax rate of 4.2% , respectively. Income tax expense for the three and six months ended June 30, 2017 was $0.5 million at an effective tax rate of (7.2)% and $0.5 million at an effective tax rate of (3.2)% , respectively. The effective tax rate was primarily impacted by the full valuation allowance on domestic earnings, foreign entity tax benefits and certain state tax expense. The Company is subject to income taxes domestically and in various foreign jurisdictions. Significant judgment is required in evaluating uncertain tax positions and determining its provision for income taxes. The Company recognizes only those tax positions that meet the more-likely-than-not recognition threshold, and establishes tax reserves for uncertain tax positions that do not meet this threshold. Interest and penalties associated with income tax matters are included in the provision for income taxes in the condensed consolidated statement of operations. As of June 30, 2018 , the Company had uncertain tax positions of $2.3 million , inclusive of $0.8 million of interest and penalties. The Company files U.S., state and foreign income tax returns in jurisdictions with various statutes of limitations. The federal tax years open under the statute of limitations are 2013 through 2016, and the state tax years open under the statute of limitations are 2012 through 2016. The Company's federal income tax return for year ended December 31, 2015 is currently under IRS examination. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Total estimated stock-based compensation expense for employees and non-employees, related to all of the Company's stock-based awards, was comprised as follows: Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 (in thousands) Cost of revenue $ 313 $ (1 ) $ 331 $ (86 ) Selling and marketing 30 20 55 56 Research and development 33 63 63 120 General and administrative 223 349 373 727 Total stock-based compensation $ 599 $ 431 $ 822 $ 817 The following table presents the stock activity and the total number of shares available for grant as of June 30, 2018 : (in thousands) Balance at December 31, 2017 387 Plan Amendment 1,500 Options granted (445 ) Restricted Stock granted (198 ) Forfeited/Expired shares added back 142 Balance at June 30, 2018 1,386 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, 2017 1,740,103 $ 6.20 6.64 $ 6 Granted 445,195 3.55 Exercised (109,681 ) 6.69 Forfeited (142,297 ) 7.83 Outstanding at June 30, 2018 1,933,320 $ 5.44 7.40 $ 28,762,929 Vested and expected to vest at June 30, 2018 1,875,294 $ 5.56 7.34 $ 27,788,808 Exercisable at June 30, 2018 949,598 $ 7.42 5.69 $ 12,348,636 Stock options are time-based and the majority are exercisable within 10 years of the date of grant, but only to the extent they have vested. The options generally vest as specified in the option agreements subject to acceleration in certain circumstances. In the event participants in the 2013 Plan cease to be employed or engaged by the Company, then all of the options would be forfeited if they are not exercised within 90 days. Forfeitures on option grants are estimated at 10% for non-executives and 0% for executives based on evaluation of historical and expected future turnover. Stock-based compensation expense was recorded net of estimated forfeitures, such that expense was recorded only for those stock-based awards expected to vest. The Company reviews this assumption periodically and will adjust it if it is not representative of future forfeiture data and trends within employee types (executive vs. non-executive). 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 $1.1 million for the six months ended June 30, 2018 . The Company uses the Black-Scholes option-pricing model to estimate the fair value of options granted as of the grant date. The following are the assumptions for options granted during the six months ended June 30, 2018 . Expected term (in years) 6.1 Risk-free interest rate 2.3% - 3.0% Expected volatility 38.2% - 39.5% Dividend rate 0% Each of these inputs is subjective and generally requires significant judgment to determine. The weighted average grant date fair value of options granted during the six months ended June 30, 2018 was $1.49 . The total estimated fair value of employee options vested during the six months ended June 30, 2018 was $0.4 million . As of June 30, 2018 , total unrecognized compensation cost related to non-vested stock options granted to employees was $1.4 million , which is expected to be recognized over a remaining weighted average vesting period of 3.0 years . Restricted Stock Activity Shares Weighted Average Grant Date Fair Value Per Share Nonvested restricted stock at December 31, 2017 41,867 3.84 Granted 198,247 17.60 Vested (27,978 ) 4.02 Nonvested restricted stock at June 30, 2018 212,136 16.68 As of June 30, 2018 , total unrecognized compensation cost related to the nonvested restricted stock awards, which will be recognized over a remaining weighted average vesting period of 3.0 years was minimal. Stock Warrants In connection with and as consideration for the concessions in the Amended Notes, the Company issued to SG VTB and a trust affiliated with Ronald Doornink, the Chairman of the Board, warrants to purchase an aggregate 0.4 million shares of the Company’s common stock at an exercise price of $10.16 per share. The warrants are exercisable for a period of five years beginning on the date of issuance, July 22, 2015. The exercise price and the number of purchasable shares of common stock are subject to adjustment and do not carry any voting rights or other rights as a stockholder of the Company prior to exercise. In connection with the November Note, the Company issued warrants to purchase 0.3 million shares of the Company’s common stock at an exercise price of $8.00 per share to SG VTB. The exercise price and the number of purchasable shares of common stock are subject to standard anti-dilution adjustments and do not carry any voting rights as a stockholder of the Company prior to exercise. The warrants are exercisable for a period of ten years beginning on the date of issuance and do not entitle the holder to any voting rights or other rights as a stockholder of the Company prior to exercise. The warrants entitle the holder to purchase a stated amount of shares of common stock at a fixed exercise price that are not puttable (either the warrant or the shares) to the Company or redeemable for cash, and as such are classified within equity. The shares issuable upon exercise of the warrants are also subject to the “demand” and “piggyback” registration rights set forth in the in the Company’s Stockholder Agreement, dated August 5, 2013, as amended July 10, 2014. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The following table sets forth the computation of basic and diluted net income (loss) per share of common stock attributable to common stockholders: Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 (in thousands, except per-share data) Net income (loss) $ 6,301 $ (7,061 ) $ 8,263 $ (16,987 ) Weighted average common shares outstanding — Basic 13,401 12,337 12,877 12,325 Plus incremental shares from assumed conversions: Dilutive effect of restricted stock 57 — 49 — Dilutive effect of stock options 1,369 — 1,271 — Dilutive effect of warrants 817 — 619 — Weighted average common shares outstanding — Diluted 15,644 12,337 14,816 12,325 Net income (loss) per share: Basic $ 0.47 $ (0.57 ) $ 0.64 $ (1.38 ) Diluted $ 0.40 $ (0.57 ) $ 0.56 $ (1.38 ) Incremental shares from stock options and restricted stock awards are computed by the treasury stock method. The weighted average shares listed below were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive for the periods presented or were otherwise excluded under the treasury stock method. The treasury stock method calculates dilution assuming the exercise of all in-the-money options and vesting of restricted stock, reduced by the repurchase of shares with the proceeds from the assumed exercises, unrecognized compensation expense for outstanding awards and the estimated tax benefit of the assumed exercises. Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 (in thousands) Stock options 19 1,602 19 1,591 Warrants — 765 — 766 Unvested restricted stock awards 1 34 1 30 Total 20 2,401 20 2,387 |
Segment and Geographical Inform
Segment and Geographical Information | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Geographical Information | Geographic Information The following tables show our net revenues, operating income and total assets by our reporting segments: Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Net Revenues (in thousands) Headset $ 60,805 $ 19,084 $ 101,673 $ 33,344 HyperSound — 28 18 120 Total $ 60,805 $ 19,112 $ 101,691 $ 33,464 Operating Income (Loss) Headset $ 8,369 $ (4,542 ) $ 12,166 $ (11,598 ) HyperSound (100 ) (423 ) (111 ) (1,459 ) Total 8,269 (4,965 ) 12,055 (13,057 ) Interest Expense 1,258 1,835 3,263 3,675 Other non-operating expense (income), net 410 (214 ) 165 (265 ) Income (loss) before income tax $ 6,601 $ (6,586 ) $ 8,627 $ (16,467 ) June 30, December 31, Total Assets (in thousands) Headset $ 82,194 $ 94,114 HyperSound (1) 36,402 26,787 Eliminations (36,416 ) (26,650 ) Total $ 82,180 $ 94,251 (1) At June 30, 2018 , HyperSound assets excluding eliminations, totaled less than $0.1 million. The following table represents total net revenues based on where customers are physically located: Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 (in thousands) North America $ 45,967 $ 12,996 $ 78,951 $ 24,051 United Kingdom 7,628 2,124 11,657 3,978 Europe 5,858 2,769 9,105 3,937 Other 1,352 1,223 1,978 1,498 Total net revenues $ 60,805 $ 19,112 $ 101,691 $ 33,464 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation The Company is subject to various legal proceedings and claims that arise in the ordinary course of its business. Although the amount of any liability that could arise with respect to these actions cannot be determined with certainty, in the Company’s opinion, any such liability will not have a material adverse effect on its consolidated financial position, consolidated results of operations or liquidity. Shareholders Class Action: On August 5, 2013, VTBH and the Company (f/k/a Parametric) announced that they had entered into the Merger Agreement pursuant to which VTBH would acquire an approximately 80% ownership interest and existing shareholders would maintain an approximately 20% ownership interest in the combined company. Following the announcement, several shareholders filed class action lawsuits in California and Nevada seeking to enjoin the Merger. The plaintiffs in each case alleged that members of the Company’s Board of Directors breached their fiduciary duties to the shareholders by agreeing to a Merger that allegedly undervalued the Company. VTBH and the Company were named as defendants in these lawsuits under the theory that they had aided and abetted the Company's Board of Directors in allegedly violating their fiduciary duties. The plaintiffs in both cases sought a preliminary injunction seeking to enjoin closing of the Merger, which, by agreement, was heard by the Nevada court with the California plaintiffs invited to participate. On December 26, 2013, the court in the Nevada cases denied the plaintiffs’ motion for a preliminary injunction. Following the closing of the Merger, the Nevada plaintiffs filed a second amended complaint, which made essentially the same allegations and sought monetary damages as well as an order rescinding the Merger. The California plaintiffs dismissed their action without prejudice, and sought to intervene in the Nevada action, which was granted. Subsequent to the intervention, the plaintiffs filed a third amended complaint, which made essentially the same allegations as prior complaints and sought monetary damages. On June 20, 2014, VTBH and the Company moved to dismiss the action, but that motion was denied on August 28, 2014. On September 14, 2017, a unanimous en banc panel of the Nevada Supreme Court granted defendants’ petition for writ of mandamus and ordered the trial court to dismiss the complaint but provided a limited basis upon which plaintiffs could seek to amend their complaint. Plaintiffs amended their complaint on December 1, 2017 to assert the same claims in a derivative capacity on behalf of the Company, as a well as in a direct capacity, against VTBH, Stripes Group, LLC, SG VTB Holdings, LLC, and the former members of the Company’s Board of Directors. All defendants moved to dismiss this amended complaint on January 2, 2018, and those motions were denied on March 13, 2018. Defendants petitioned the Nevada Supreme Court to reverse this ruling on April 18, 2018. On June 15, 2018, the Nevada Supreme Court denied defendants’ writ petition without prejudice. The district court subsequently entered a pretrial schedule and set trial for November 2019. Commercial Dispute : On July 20, 2016, Bigben Interactive S.A. (“BigBen”) filed a statement of claim before the Regional Court of Berlin, Germany against VTB, which statement of claim was formally serviced upon VTB on June 28, 2017. The statement of claim alleges that VTB’s termination of a distribution agreement by and between BigBen and VTB breached the terms thereof and was invalid, and that BigBen is entitled to damages amounting to €5.0 million plus accrued interests thereon plus certain additional damages as a result of such invalid termination. VTB filed its statement of defense with the court on September 21, 2017. VTB maintains that its termination of the agreement was valid and that BigBen’s claims against it are without merit. VTB's statement of defense was submitted to the plaintiff. BigBen submitted additional written pleadings on January 4, 2018 and on April 19, 2018. VTB submitted further written pleadings on March 20, 2018 and March 29, 2018. VTB argues inter alia that the courts of Berlin do not have jurisdiction. On April 23, 2018, an oral hearing was held at the Regional Court of Berlin that focused exclusively on the question of jurisdiction. Following such oral hearing, the court rendered an interim judgment by which it accepted jurisdiction. The parties are currently awaiting the court's decision on the further process in the litigation. The Company will continue to vigorously defend itself in the foregoing matters. However, litigation and investigations are inherently uncertain. Accordingly, the Company cannot predict the outcome of these matters. The Company has not recorded any accrual at June 30, 2018 for contingent losses associated with these matters based on its belief that losses, while possible, are not probable. Further, any possible range of loss cannot be reasonably estimated at this time. The unfavorable resolution of these matters could have a material adverse effect on the Company’s business, results of operations, financial condition or cash flows. The Company is engaged in other legal actions not described above arising in the ordinary course of its business and, while there can be no assurance, believes that the ultimate outcome of these other legal actions will not have a material adverse effect on its business, results of operations, financial condition or cash flows. Warranties We warrant our products against certain manufacturing and other defects. These product warranties are provided for specific periods of time depending on the nature of the product. Warranties are generally fulfilled by replacing defective products with new products. The following table provides the changes in our product warranties, which are included in accrued liabilities: Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 (in thousands) Warranty, beginning of period $ 534 $ 589 $ 472 $ 639 Warranty costs accrued 210 54 444 114 Settlements of warranty claims (162 ) (113 ) (334 ) (223 ) Warranty, end of period $ 582 $ 530 $ 582 $ 530 |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Accounting | Basis of Presentation The accompanying interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, in the opinion of management, reflect all adjustments (which include normal recurring adjustments) considered necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods presented. All intercompany accounts and transactions have been eliminated in consolidation. 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. The Company believes that the disclosures made are adequate to make the information presented not misleading. The results of operations for the interim periods are not necessarily indicative of the results of operations for the entire fiscal year. The December 31, 2017 Condensed Consolidated Balance Sheet has been derived from the Company's most recent audited financial statements included in its Annual Report on Form 10-K filed with the SEC on March 6, 2018 (“Annual Report”). These financial statements should be read in conjunction with the annual financial statements and the notes thereto included in the Annual Report that contains information useful to understanding the Company's businesses and financial statement presentations. Reverse Split On April 6, 2018, the Company effected a one-for-four reverse stock split of its common stock pursuant to which every four shares of common stock outstanding immediately prior to the reverse split were combined into one share of common stock. As a result of the reverse split, all outstanding share amounts and computations using such amounts in the Company’s financial statements and notes thereto have been retroactively adjusted to reflect the reverse stock split. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers , which requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for such goods or services. The new guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In 2018, the Company adopted ASU 2014-09 using the modified retrospective approach, and recorded a net decrease to beginning retained earnings of $0.6 million reflecting the cumulative impact of adoption. The impact to beginning retained earnings was due to certain price concessions and right of return arrangements recorded as part of the transaction price determination. Results for reporting periods beginning January 1, 2018 are presented under Topic 606, Revenue from Contracts with Customers while prior period amounts were not adjusted and continue to be reported in accordance with the Company’s historic accounting under Topic 605, Revenue Recognition . In February 2016, the FASB issued ASU No. 2016-02, Leases , that introduces the recognition of a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term, and a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis for all leases (with the exception of short-term leases). The guidance will be effective for public companies for annual reporting periods beginning after December 15, 2018, and interim periods within those fiscal years with early adoption permitted. The Company has not yet selected a transition method or determined the effect on its consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting, to provide clarity and reduce diversity in practice and cost and complexity when applying the guidance to a change to the terms or conditions of a share-based payment award. This update provides that an entity will not have to account for the effects of a modification if: (i) the fair value of the modified award is the same immediately before and after the modification; (ii) the vesting conditions of the modified award are the same immediately before and after the modification; and (iii) the classification of the modified award as either an equity instrument or liability instrument is the same immediately before and after the modification. The Company adopted these amendments in the first quarter of 2018, which did not have a material impact upon our financial condition or results of operations. In June 2018, the FASB issued ASU 2018-07, Improvements to Non-employee Share-Based Payment Accounting that expands the scope of Topic 718, Compensation—Stock Compensation , to include share-based payments issued to non-employees for goods or services and substantially aligned the accounting for share-based payments to non-employees and employees. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted. The Company is evaluating the effect that this guidance will have on the financial statements and related disclosures. |
Fair Value Measurement Fair Val
Fair Value Measurement Fair Value Measurement (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Fair Value, by Balance Sheet Grouping [Table Text Block] | The following is a summary of the carrying amounts and estimated fair values of our financial instruments at June 30, 2018 and December 31, 2017 : June 30, 2018 December 31, 2017 Reported Fair Value Reported Fair Value (in thousands) Financial Assets and Liabilities: Cash and cash equivalents $ 9,108 $ 9,108 $ 5,247 $ 5,247 Revolving credit facility — — 38,467 38,467 Term loans 12,500 13,020 11,721 11,329 Subordinated notes 19,903 22,394 21,911 22,442 |
Allowance for Sales Return (Tab
Allowance for Sales Return (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Allowance for Sales Returns [Abstract] | |
Schedule of allowances for sales returns | The following table provides the changes in our sales return reserve, which is classified as a reduction of accounts receivable: Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 (in thousands) Balance, beginning of period $ 4,260 $ 3,033 $ 5,533 $ 4,591 Reserve accrual 5,184 951 8,441 2,082 Recoveries and deductions, net (4,400 ) (1,831 ) (8,930 ) (4,520 ) Balance, end of period $ 5,044 $ 2,153 $ 5,044 $ 2,153 |
Composition of Certain Financ23
Composition of Certain Financial Statement Items (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Condensed Consolidated Balance Sheet Components [Abstract] | |
Schedule of inventory | Inventories consist of the following: June 30, 2018 December 31, 2017 (in thousands) Raw materials $ 1,581 $ 837 Finished goods 26,462 26,681 Total inventories $ 28,043 $ 27,518 |
Schedule of property and equipment | Property and equipment, net, consists of the following: June 30, 2018 December 31, 2017 (in thousands) Machinery and equipment $ 1,506 $ 1,396 Software and software development 300 383 Furniture and fixtures 530 525 Tooling 1,997 1,968 Leasehold improvements 1,327 1,318 Demonstration units and convention booths 9,308 11,719 Total property and equipment, gross 14,968 17,309 Less: accumulated depreciation and amortization (12,129 ) (12,632 ) Total property and equipment, net $ 2,839 $ 4,677 |
Other Current Liabilities [Table Text Block] | Other current liabilities consist of the following: June 30, 2018 December 31, 2017 (in thousands) Accrued vendor expenses $ 242 $ 652 Accrued royalties 4,361 2,848 Accrued employee expenses 2,302 2,510 Accrued freight 2,242 130 Accrued expenses 4,914 5,311 Total other current liabilities $ 14,061 $ 11,451 |
Goodwill and Other Intangible24
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Finite-Lived Intangible Assets [Line Items] | |
Schedule of Intangible Assets | Acquired identifiable intangible assets, and related accumulated amortization, as of June 30, 2018 and December 31, 2017 consist of: June 30, 2018 Gross Carrying Value Accumulated Amortization Net Book Value (in thousands) Customer relationships $ 5,796 $ 4,356 $ 1,440 Foreign currency (997 ) (753 ) (244 ) Total Intangible Assets $ 4,799 $ 3,603 $ 1,196 December 31, 2017 Gross Carrying Value Accumulated Amortization Net Book Value (in thousands) Customer relationships $ 5,796 $ 4,173 $ 1,623 Foreign currency (899 ) (680 ) (219 ) Total Intangible Assets $ 4,897 $ 3,493 $ 1,404 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | As of June 30, 2018 , estimated annual amortization expense related to definite lived intangible assets in future periods is as follows: (in thousands) 2018 $ 183 2019 307 2020 258 2021 217 2022 182 Thereafter 293 Total $ 1,440 |
Credit Facilities and Long-Te25
Credit Facilities and Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt Instruments | June 30, 2018 December 31, 2017 (in thousands) Revolving credit facility, maturing March 2023 $ — $ 38,467 Term Loan Due 2018 — 1,923 Term Loan Due 2019 — 9,798 Term Loan Due 2023 12,500 — Less: unamortized deferred financing fees 734 759 Total Term Loans 11,766 10,962 Subordinated notes - related party 19,903 21,911 Less: unamortized debt discount 811 1,075 Total Subordinated notes 19,092 20,836 Total outstanding debt 30,858 70,265 Less: current portion of revolving credit facility — (38,467 ) Less: current portion of term loans (375 ) (4,173 ) Total noncurrent portion of long-term debt $ 30,483 $ 27,625 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax benefit | The following table presents our income tax expense (benefit) and effective income tax rate: Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 (in thousands) Income tax expense $ 300 $ 475 $ 364 $ 520 Effective income tax rate 4.5 % (7.2 )% 4.2 % (3.2 )% |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock-based compensation cost | Total estimated stock-based compensation expense for employees and non-employees, related to all of the Company's stock-based awards, was comprised as follows: Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 (in thousands) Cost of revenue $ 313 $ (1 ) $ 331 $ (86 ) Selling and marketing 30 20 55 56 Research and development 33 63 63 120 General and administrative 223 349 373 727 Total stock-based compensation $ 599 $ 431 $ 822 $ 817 |
Stock activity and total number of shares available for grant | The following table presents the stock activity and the total number of shares available for grant as of June 30, 2018 : (in thousands) Balance at December 31, 2017 387 Plan Amendment 1,500 Options granted (445 ) Restricted Stock granted (198 ) Forfeited/Expired shares added back 142 Balance at June 30, 2018 1,386 |
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, 2017 1,740,103 $ 6.20 6.64 $ 6 Granted 445,195 3.55 Exercised (109,681 ) 6.69 Forfeited (142,297 ) 7.83 Outstanding at June 30, 2018 1,933,320 $ 5.44 7.40 $ 28,762,929 Vested and expected to vest at June 30, 2018 1,875,294 $ 5.56 7.34 $ 27,788,808 Exercisable at June 30, 2018 949,598 $ 7.42 5.69 $ 12,348,636 |
Schedule of weighted-average assumptions | The following are the assumptions for options granted during the six months ended June 30, 2018 . Expected term (in years) 6.1 Risk-free interest rate 2.3% - 3.0% Expected volatility 38.2% - 39.5% Dividend rate 0% |
Restricted stock awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock option activity | Shares Weighted Average Grant Date Fair Value Per Share Nonvested restricted stock at December 31, 2017 41,867 3.84 Granted 198,247 17.60 Vested (27,978 ) 4.02 Nonvested restricted stock at June 30, 2018 212,136 16.68 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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 income (loss) per share of common stock attributable to common stockholders: Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 (in thousands, except per-share data) Net income (loss) $ 6,301 $ (7,061 ) $ 8,263 $ (16,987 ) Weighted average common shares outstanding — Basic 13,401 12,337 12,877 12,325 Plus incremental shares from assumed conversions: Dilutive effect of restricted stock 57 — 49 — Dilutive effect of stock options 1,369 — 1,271 — Dilutive effect of warrants 817 — 619 — Weighted average common shares outstanding — Diluted 15,644 12,337 14,816 12,325 Net income (loss) per share: Basic $ 0.47 $ (0.57 ) $ 0.64 $ (1.38 ) Diluted $ 0.40 $ (0.57 ) $ 0.56 $ (1.38 ) |
Schedule of antidilutive securities excluded from computation of diluted net income per share of common stock | Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 (in thousands) Stock options 19 1,602 19 1,591 Warrants — 765 — 766 Unvested restricted stock awards 1 34 1 30 Total 20 2,401 20 2,387 |
Segment and Geographical Info29
Segment and Geographical Information (Tables) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Other Nonoperating Income (Expense) | $ (410) | $ 214 | $ (165) | $ 265 |
Operating Income (Loss) | 8,269 | (4,965) | 12,055 | (13,057) |
Interest expense | 1,258 | 1,835 | 3,263 | 3,675 |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest | $ 6,601 | $ (6,586) | $ 8,627 | $ (16,467) |
Reconciliation of Assets from Segment to Consolidated [Table Text Block] | June 30, December 31, Total Assets (in thousands) Headset $ 82,194 $ 94,114 HyperSound (1) 36,402 26,787 Eliminations (36,416 ) (26,650 ) Total $ 82,180 $ 94,251 | |||
Schedule of Segment Reporting Information, by Segment [Table Text Block] | The following tables show our net revenues, operating income and total assets by our reporting segments: Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Net Revenues (in thousands) Headset $ 60,805 $ 19,084 $ 101,673 $ 33,344 HyperSound — 28 18 120 Total $ 60,805 $ 19,112 $ 101,691 $ 33,464 Operating Income (Loss) Headset $ 8,369 $ (4,542 ) $ 12,166 $ (11,598 ) HyperSound (100 ) (423 ) (111 ) (1,459 ) Total 8,269 (4,965 ) 12,055 (13,057 ) Interest Expense 1,258 1,835 3,263 3,675 Other non-operating expense (income), net 410 (214 ) 165 (265 ) Income (loss) before income tax $ 6,601 $ (6,586 ) $ 8,627 $ (16,467 ) | |||
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: Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 (in thousands) North America $ 45,967 $ 12,996 $ 78,951 $ 24,051 United Kingdom 7,628 2,124 11,657 3,978 Europe 5,858 2,769 9,105 3,937 Other 1,352 1,223 1,978 1,498 Total net revenues $ 60,805 $ 19,112 $ 101,691 $ 33,464 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Product Warranty Liability | The following table provides the changes in our product warranties, which are included in accrued liabilities: Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 (in thousands) Warranty, beginning of period $ 534 $ 589 $ 472 $ 639 Warranty costs accrued 210 54 444 114 Settlements of warranty claims (162 ) (113 ) (334 ) (223 ) Warranty, end of period $ 582 $ 530 $ 582 $ 530 |
Background and Basis of Prese31
Background and Basis of Presentation(Details) - shares | Jun. 30, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||
Common stock shares authorized | 25,000,000 | 25,000,000 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Accounting Policies [Abstract] | |
Cumulative Effect on Retained Earnings, Net of Tax | $ (605) |
Fair Value Measurement (Details
Fair Value Measurement (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Reported Value Measurement [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and Cash Equivalents, Fair Value Disclosure | $ 9,108 | $ 5,247 |
Estimate of Fair Value Measurement [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and Cash Equivalents, Fair Value Disclosure | 9,108 | 5,247 |
Loans Payable [Member] | Reported Value Measurement [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt Instrument, Fair Value Disclosure | 12,500 | 11,721 |
Loans Payable [Member] | Estimate of Fair Value Measurement [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt Instrument, Fair Value Disclosure | 13,020 | 11,329 |
Subordinated Debt [Member] | Reported Value Measurement [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt Instrument, Fair Value Disclosure | 19,903 | 21,911 |
Subordinated Debt [Member] | Estimate of Fair Value Measurement [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt Instrument, Fair Value Disclosure | 22,394 | 22,442 |
Revolving credit facility, maturing March 2023 | Line of Credit [Member] | Reported Value Measurement [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt Instrument, Fair Value Disclosure | 0 | 38,467 |
Revolving credit facility, maturing March 2023 | Line of Credit [Member] | Estimate of Fair Value Measurement [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt Instrument, Fair Value Disclosure | $ 0 | $ 38,467 |
Allowance for Sales Return (Det
Allowance for Sales Return (Details) - Allowance for Sales Returns - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Sales returns reserve, beginning balance | $ 4,260 | $ 3,033 | $ 5,533 | $ 4,591 |
Reserve accrual | 5,184 | 951 | 8,441 | 2,082 |
Valuation Allowances and Reserves, Deductions | (4,400) | (1,831) | (8,930) | (4,520) |
Sales returns reserve, ending balance | $ 5,044 | $ 2,153 | $ 5,044 | $ 2,153 |
Composition of Certain Financ35
Composition of Certain Financial Statement Items Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Condensed Consolidated Balance Sheet Components [Abstract] | ||
Raw materials | $ 1,581 | $ 837 |
Finished goods | 26,462 | 26,681 |
Total inventories | $ 28,043 | $ 27,518 |
Composition of Certain Financ36
Composition of Certain Financial Statement Items Property and equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 14,968 | $ 17,309 |
Less: accumulated depreciation and amortization | (12,129) | (12,632) |
Total property and equipment, net | 2,839 | 4,677 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 1,506 | 1,396 |
Software and software development | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 300 | 383 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 530 | 525 |
Tooling | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 1,997 | 1,968 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 1,327 | 1,318 |
Demonstration units and convention booths | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 9,308 | $ 11,719 |
Composition of Certain Financ37
Composition of Certain Financial Statement Items Other Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Condensed Consolidated Balance Sheet Components [Abstract] | ||
Accrued Vendor Expenses, Current | $ 242 | $ 652 |
Accrued Royalties, Current | 4,361 | 2,848 |
Employee-related Liabilities, Current | 2,302 | 2,510 |
Accrued Freight, Current | 2,242 | 130 |
Other Accrued Liabilities, Current | 4,914 | 5,311 |
Other current liabilities | $ 14,061 | $ 11,451 |
Goodwill and Other Intangible38
Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Schedule of Goodwill, Finite and Indefinite-lived Intangible Assets [Line Items] | |||||
Amortization of intangible assets | $ 100 | $ 100 | $ 156 | $ 170 | |
Finite-lived Intangible Assets [Roll Forward] | |||||
Total intangible assets, gross carrying value | 4,799 | 4,799 | $ 4,897 | ||
Finite-lived intangible assets, accumulated amortization | 3,603 | 3,603 | 3,493 | ||
Total intangible assets, net book value | 1,196 | 1,196 | 1,404 | ||
Total | 1,440 | 1,440 | |||
Foreign Currency [Member] | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Finite-lived intangible assets, gross carrying value | (997) | (997) | (899) | ||
Finite-lived intangible assets, accumulated amortization | (753) | (753) | (680) | ||
Total | (244) | (244) | (219) | ||
Customer relationships | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Finite-lived intangible assets, gross carrying value | 5,796 | 5,796 | 5,796 | ||
Finite-lived intangible assets, accumulated amortization | 4,356 | 4,356 | 4,173 | ||
Total | $ 1,440 | $ 1,440 | $ 1,623 |
Goodwill and Other Intangible39
Goodwill and Other Intangible Assets - Estimated Future Amortization Expense (Details) $ in Thousands | Jun. 30, 2018USD ($) |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | |
2,014 | $ 183 |
2,015 | 307 |
2,016 | 258 |
2,017 | 217 |
2,018 | 182 |
Thereafter | 293 |
Total | $ 1,440 |
Goodwill and Other Intangible40
Goodwill and Other Intangible Assets - Additional Disclosures (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 100 | $ 100 | $ 156 | $ 170 |
Acquisition of Lygo International Limited | Customer relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful life | 13 years |
Credit Facilities and Long-Te41
Credit Facilities and Long-Term Debt (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Mar. 05, 2018 | Dec. 31, 2017 | Jul. 22, 2015 | |
Debt Instrument [Line Items] | |||||||
Total outstanding debt | $ 30,858,000 | $ 30,858,000 | $ 70,265,000 | ||||
Total noncurrent portion of long-term debt | 30,483,000 | 30,483,000 | 27,625,000 | ||||
Interest Expense, Debt | 1,000,000 | $ 1,300,000 | 2,500,000 | $ 2,700,000 | |||
Interest Expense, Related Party | 700,000 | 600,000 | 1,300,000 | 1,200,000 | |||
Amortization of debt financing costs | 248,000 | $ 393,000 | 642,000 | $ 781,000 | |||
Revolving credit facilities | Revolving credit facility, maturing March 2023 | |||||||
Debt Instrument [Line Items] | |||||||
Total outstanding debt | 0 | 0 | 38,467,000 | ||||
Current maturities of outstanding debt | 0 | 0 | (38,467,000) | ||||
Term Loan Due 2018 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Total outstanding debt | 0 | 0 | 1,923,000 | ||||
Loans Payable | |||||||
Debt Instrument [Line Items] | |||||||
Total outstanding debt | 11,766,000 | 11,766,000 | 10,962,000 | ||||
Current maturities of outstanding debt | (375,000) | (375,000) | (4,173,000) | ||||
Term Loan Due 2019 | |||||||
Debt Instrument [Line Items] | |||||||
Total outstanding debt | 0 | 0 | 9,798,000 | $ 15,000,000 | |||
Unamortized Debt Issuance Expense | 759,000 | ||||||
Term Loan Due 2023 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Total outstanding debt | 12,500,000 | 12,500,000 | $ 12,500,000 | 0 | |||
Unamortized Debt Issuance Expense | 734,000 | 734,000 | |||||
Subordinated Debt | |||||||
Debt Instrument [Line Items] | |||||||
Total outstanding debt | 19,903,000 | 19,903,000 | 21,911,000 | ||||
Debt Instrument, Unamortized Discount | 811,000 | 811,000 | 1,075,000 | ||||
Notes Payable, Other Payables [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Total outstanding debt | $ 19,092,000 | $ 19,092,000 | $ 20,836,000 |
Credit Facilities and Long-Te42
Credit Facilities and Long-Term Debt - Credit Facility (Details) | Mar. 05, 2018USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Mar. 16, 2015 | Dec. 29, 2014USD ($) |
Line of Credit Facility [Line Items] | |||||||
Interest Expense, Debt | $ 1,000,000 | $ 1,300,000 | $ 2,500,000 | $ 2,700,000 | |||
Expiration date | Mar. 5, 2023 | ||||||
Repayments of Notes Payable | $ 1,300,000 | $ 2,485,000 | 427,000 | ||||
Interest Expense, Related Party | 700,000 | $ 600,000 | 1,300,000 | $ 1,200,000 | |||
Revolving credit facility, maturing March 2023 | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | 60,000,000 | 60,000,000 | |||||
Remaining borrowing capacity | 30,500,000 | $ 30,500,000 | |||||
Debt Instrument, Covenant, Current Fixed Charge Ratio Required, Minimum | 1.10 | ||||||
Debt Instrument, Covenant, Leverage Ratio, Minimum | 3 | ||||||
Revolving credit facility, maturing March 2023 | Minimum | |||||||
Line of Credit Facility [Line Items] | |||||||
Unused commitment fee, percent | 0.25% | ||||||
Revolving credit facility, maturing March 2023 | Maximum | |||||||
Line of Credit Facility [Line Items] | |||||||
Unused commitment fee, percent | 0.50% | ||||||
Revolving credit facility, maturing March 2023 | Base rate | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 5.50% | ||||||
Revolving credit facility, maturing March 2023 | Base rate | Minimum | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 0.50% | ||||||
Revolving credit facility, maturing March 2023 | Base rate | Maximum | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 1.25% | ||||||
Revolving credit facility, maturing March 2023 | London Interbank Offered Rate (LIBOR) [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 3.74% | ||||||
Revolving credit facility, maturing March 2023 | London Interbank Offered Rate (LIBOR) [Member] | Minimum | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 1.50% | ||||||
Revolving credit facility, maturing March 2023 | London Interbank Offered Rate (LIBOR) [Member] | Maximum | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 2.25% | ||||||
Revolving credit facility, maturing March 2023 | UK Borrower | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | $ 12,000,000 | $ 12,000,000 | |||||
Loans Payable | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt Instrument, Amended Credit Agreement, Principal Amount Permitted to be Repaid | $ 7,700,000 | ||||||
Loans Payable | London Interbank Offered Rate (LIBOR) [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 5.00% |
Credit Facilities and Long-Te43
Credit Facilities and Long-Term Debt - Subordinated Note (Details) - USD ($) $ / shares in Units, shares in Millions | Mar. 05, 2018 | Jul. 22, 2015 | Sep. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Apr. 21, 2016 | Dec. 31, 2017 | Nov. 30, 2015 | Nov. 16, 2015 | May 13, 2015 | Apr. 23, 2015 |
Line of Credit Facility [Line Items] | |||||||||||
Repayments of Subordinated Debt | $ 3,265,000 | $ 0 | |||||||||
Risk-free interest rate, minimum | 2.30% | ||||||||||
Total outstanding debt | $ 30,858,000 | $ 70,265,000 | |||||||||
Subordinated Debt | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Total outstanding debt | 19,903,000 | 21,911,000 | |||||||||
Term Loan Due 2023 [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Debt Instrument, Maturity Date | Mar. 5, 2023 | ||||||||||
Total outstanding debt | $ 12,500,000 | $ 12,500,000 | $ 0 | ||||||||
Chief Executive Officer, Director, and Shareholder | VTB Holdings, Inc | Issuance Of Debt, April Notes [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Related Party Transaction, Rate, Initial Period | 10.00% | ||||||||||
Related Party Transaction, Rate, Subsequent Period | 20.00% | ||||||||||
Chief Executive Officer, Director, and Shareholder | VTB Holdings, Inc | Issuance Of Debt, November Notes [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Related Party Transaction, Rate, Subsequent Period | 15.00% | ||||||||||
Chief Executive Officer, Director, and Shareholder | VTB Holdings, Inc | Issuance Of Debt, Amended Notes [Domain] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Related Party Transaction, Rate, Initial Period | 9.10% | ||||||||||
Related Party Transaction, Rate, Subsequent Period | 10.50% | ||||||||||
Chief Executive Officer, Director, and Shareholder | Subordinated Debt | VTB Holdings, Inc | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Debt Instrument, Maturity Date | Jun. 5, 2023 | ||||||||||
Chief Executive Officer, Director, and Shareholder | Subordinated Debt | VTB Holdings, Inc | Issuance Of Debt, June Notes [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Total outstanding debt | $ 9,000,000 | ||||||||||
Chief Executive Officer, Director, and Shareholder | Subordinated Debt | VTB Holdings, Inc | Issuance Of Debt, April Notes [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Debt Instrument, Face Amount | $ 5,000,000 | ||||||||||
Chief Executive Officer, Director, and Shareholder | Subordinated Debt | VTB Holdings, Inc | Issuance Of Debt, May Notes [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Debt Instrument, Face Amount | $ 3,800,000 | ||||||||||
Chief Executive Officer, Director, and Shareholder | Subordinated Debt | VTB Holdings, Inc | Issuance Of Debt, November Notes [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Debt Instrument, Face Amount | $ 3,500,000 | $ 2,500,000 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 15.00% | ||||||||||
Debt Instrument, Maturity Date | Sep. 29, 2019 | ||||||||||
Chief Executive Officer, Director, and Shareholder | Subordinated Debt | VTB Holdings, Inc | Issuance Of Debt, Amended Notes [Domain] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Debt Instrument, Face Amount | $ 18,900,000 | ||||||||||
Debt Instrument, Maturity Date | Sep. 29, 2019 | ||||||||||
London Interbank Offered Rate (LIBOR) [Member] | Term Loan Due 2023 [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Basis spread on variable rate | 6.75% | ||||||||||
London Interbank Offered Rate (LIBOR) [Member] | Chief Executive Officer, Director, and Shareholder | Subordinated Debt | VTB Holdings, Inc | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Basis spread on variable rate | 10.50% | ||||||||||
VTB Holdings, Inc | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Class of Warrant or Right, Outstanding | 0.4 | 0.3 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10.16 | $ 8 | |||||||||
Subsequent Event [Member] | Term Loan Due 2023 [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Repayments of Subordinated Debt | $ 5,000,000 |
Credit Facilities and Long-Te44
Credit Facilities and Long-Term Debt - Deferred Financing Costs, Invoice Factoring and Subordinated Notes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | |||||
Total outstanding debt | $ 30,858 | $ 30,858 | $ 70,265 | ||
Amortization of debt financing costs | 248 | $ 393 | 642 | $ 781 | |
Debt Issuance Costs, Gross | 400 | 400 | |||
Subordinated Debt | |||||
Debt Instrument [Line Items] | |||||
Total outstanding debt | $ 19,903 | $ 19,903 | $ 21,911 |
Credit Facilities and Long-Te45
Credit Facilities and Long-Term Debt - Term Loan Due 2019 (Details) | Mar. 05, 2018USD ($) | Jul. 22, 2015USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) |
Line of Credit Facility [Line Items] | ||||||
Total outstanding debt | $ 30,858,000 | $ 30,858,000 | $ 70,265,000 | |||
Repayments of Notes Payable | $ 1,300,000 | 2,485,000 | $ 427,000 | |||
Term Loan Due 2019 | ||||||
Line of Credit Facility [Line Items] | ||||||
Total outstanding debt | $ 15,000,000 | 0 | 0 | 9,798,000 | ||
Term Loan Due 2023 [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Total outstanding debt | $ 12,500,000 | 12,500,000 | $ 12,500,000 | $ 0 | ||
Proceeds from Issuance of Debt | $ 3,300,000 | |||||
Debt Instrument, Maturity Date | Mar. 5, 2023 | |||||
London Interbank Offered Rate (LIBOR) [Member] | Term Loan Due 2019 | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 10.25% | |||||
London Interbank Offered Rate (LIBOR) [Member] | Term Loan Due 2023 [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 6.75% | |||||
Additional Default Rate [Member] | Term Loan Due 2019 | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 2.00% | |||||
Year Ended December 31, 2017 [Member] | Term Loan Due 2023 [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt Instrument, Covenant, Consolidated Leverage Ratio | 3 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Operating Loss Carryforwards [Line Items] | ||||
Income tax expense | $ 300,000 | $ 475,000 | $ 364,000 | $ 520,000 |
Effective tax rate | 4.50% | (7.20%) | 4.20% | (3.20%) |
Unrecognized Tax Benefits, Inclusive of Interest and Penalties | $ 2,300,000 | $ 2,300,000 | ||
Interest and penalties | $ 800,000 | $ 800,000 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,933,320 | 1,933,320 | 1,740,103 | ||
Stock-based compensation | $ 599 | $ 431 | $ 822 | $ 817 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 142,297 | ||||
Forfeited/Expired shares added back | 142,000 | ||||
Cost of revenue | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||
Stock-based compensation | 313 | (1) | $ 331 | (86) | |
Selling and marketing | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||
Stock-based compensation | 30 | 20 | 55 | 56 | |
Research and development | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||
Stock-based compensation | 33 | 63 | 63 | 120 | |
General and administrative | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||
Stock-based compensation | $ 223 | $ 349 | $ 373 | $ 727 |
Stock-Based Compensation - Shar
Stock-Based Compensation - Shares Available for Grant (Details) | 6 Months Ended |
Jun. 30, 2018shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Shares Available for Grant [Roll Forward] | |
Balance, beginning of period (in shares) | 387,000 |
Options granted | (445,195) |
RSAs granted (in shares) | (198,000) |
Forfeited/Expired shares added back | 142,000 |
Balance, end of period (in shares) | 1,386,000 |
Stock-Based Compensation - St49
Stock-Based Compensation - Stock Option Activity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2015 | Jun. 30, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Outstanding beginning of period (in shares) | 1,740,103 | ||
Options granted | 445,195 | ||
Exercised (in shares) | (109,681) | ||
Forfeited (in shares) | (142,297) | ||
Outstanding end of period (in shares) | 1,933,320 | ||
Vested and expected to vest (in shares) | 1,875,294 | ||
Exercisable (in shares) | 949,598 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Outstanding beginning of period (in dollars per share) | $ 6.20 | ||
Granted (in dollars per share) | 3.55 | ||
Exercised (in dollars per share) | 6.69 | ||
Forfeited (in dollars per share) | 7.83 | ||
Outstanding end of period (in dollars per share) | 5.44 | ||
Vested and expected to vest (in dollars per share) | 5.56 | ||
Exercisable (in dollars per share) | $ 7.42 | ||
Outstanding, weighted average remaining contractual term | 6 years 7 months 20 days | 7 years 4 months 25 days | |
Vested and expected to vest, weighted average remaining contractual term | 7 years 4 months 4 days | ||
Exercisable, weighted average remaining contractual term | 5 years 8 months 10 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Outstanding, intrinsic value | $ 28,762,929 | $ 6 | |
Vested and expected to vest, intrinsic value | 27,788,808 | ||
Exercisable, intrinsic value | $ 12,348,636 | ||
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted-Average Assumptions (Details) | 6 Months Ended |
Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate, minimum | 2.30% |
Risk-free interest rate, maximum | 3.00% |
Expected volatility, minimum | 38.20% |
Expected volatility, maximum | 39.50% |
Expected dividend rate | 0.00% |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 6 years 6 months |
Stock-Based Compensation - RSA
Stock-Based Compensation - RSA Activity (Details) | 6 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Granted (in shares) | 198,000 |
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) | 41,867 |
Granted (in shares) | 198,247 |
Vested (in shares) | (27,978) |
Outstanding end of period (in shares) | 212,136 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Outstanding beginning of period (in dollars per share) | $ / shares | $ 3.84 |
Granted (in dollars per share) | $ / shares | 17.60 |
Outstanding end of period (in dollars per share) | $ / shares | $ 16.68 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 4.02 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 6 Months Ended | ||||
Jun. 30, 2018 | Apr. 23, 2018 | Dec. 31, 2017 | Nov. 30, 2015 | Jul. 22, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award expiration period | 10 years | ||||
Forfeiture Period after Ending Employment | 90 days | ||||
Options exercised, intrinsic value | $ 1,100 | ||||
Weighted average grant date fair value of options granted (in dollars per share) | $ 1.49 | ||||
Estimated grant date fair value of options vested | $ 400 | ||||
Total unrecognized compensation cost related to stock options | 1,400 | ||||
Series B redeemable preferred stock | $ 0 | $ 19,400 | $ 18,921 | ||
VTB Holdings, Inc | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Class of Warrant or Right, Outstanding | 0.3 | 0.4 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 8 | $ 10.16 | |||
Non-Executives [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Forfeiture rate | 10.00% | ||||
Executive Officer [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Forfeiture rate | 0.00% |
Net Income (Loss) Per Share - C
Net Income (Loss) Per Share - Computation of Basic and Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Basic and diluted: | ||||
Net income (loss) | $ 6,301 | $ (7,061) | $ 8,263 | $ (16,987) |
Basic: | ||||
Weighted-average common shares outstanding, basic (in shares) | 13,401 | 12,337 | 12,877 | 12,325 |
Incremental Common Shares Attributable to Dilutive Effect of Restricted Stock Awards | 57 | 0 | 49 | 0 |
Dilutive effect of stock options | 1,369 | 0 | 1,271 | 0 |
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | 817 | 0 | 619 | 0 |
Diluted: | ||||
Weighted-average common shares outstanding, diluted (in shares) | 15,644 | 12,337 | 14,816 | 12,325 |
Net income (loss) per share: | ||||
Basic (in dollars per share) | $ 0.47 | $ (0.57) | $ 0.64 | $ (1.38) |
Diluted (in dollars per share) | $ 0.40 | $ (0.57) | $ 0.56 | $ (1.38) |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Antidilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 20 | 2,401 | 20 | 2,387 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 19 | 1,602 | 19 | 1,591 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 0 | 765 | 0 | 766 |
Restricted stock awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 1 | 34 | 1 | 30 |
Segment and Geographical Info55
Segment and Geographical Information - Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Assets | $ 82,180 | $ 82,180 | $ 94,251 | ||
Revenues | 60,805 | $ 19,112 | 101,691 | $ 33,464 | |
Operating Income (Loss) | 8,269 | (4,965) | 12,055 | (13,057) | |
United States | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | 45,967 | 12,996 | 78,951 | 24,051 | |
Other | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | 1,352 | 1,223 | 1,978 | 1,498 | |
United Kingdom | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | 7,628 | 2,124 | 11,657 | 3,978 | |
Europe [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | 5,858 | 2,769 | 9,105 | 3,937 | |
Headset Business [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Assets | 82,194 | 82,194 | 94,114 | ||
Revenues | 60,805 | 19,084 | 101,673 | 33,344 | |
Operating Income (Loss) | 8,369 | (4,542) | 12,166 | (11,598) | |
HyperSound Business [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Assets | 36,402 | 36,402 | 26,787 | ||
Revenues | 0 | 28 | 18 | 120 | |
Operating Income (Loss) | (100) | $ (423) | (111) | $ (1,459) | |
Consolidation, Eliminations [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Assets | $ (36,416) | $ (36,416) | $ (26,650) |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Aug. 05, 2013 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | |||||
Warranty accrual, beginning balance | $ 534 | $ 589 | $ 472 | $ 639 | |
Warranty costs accrued | 210 | 54 | 444 | 114 | |
Settlements of warranty claims | (162) | (113) | (334) | (223) | |
Warranty accrual, ending balance | $ 582 | $ 530 | $ 582 | $ 530 | |
Merger of VTB Holdings, Inc. and Parametric Sound Corporation | VTB Holdings, Inc | |||||
Business Acquisition [Line Items] | |||||
Ownership percentage | 80.00% | ||||
Merger of VTB Holdings, Inc. and Parametric Sound Corporation | Parametric Sound Corporation | |||||
Business Acquisition [Line Items] | |||||
Ownership percentage | 20.00% |
Series B Preferred Stock Exchan
Series B Preferred Stock Exchange (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 23, 2018 | Feb. 18, 2015 | Sep. 30, 2010 | Jun. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||||
Common stock shares outstanding | 13,794,251 | 12,349,449 | |||
Series B redeemable preferred stock | $ 19,400 | $ 0 | $ 18,921 | ||
Pending Litigation [Member] | Bonanno vs. VTBH [Member] | |||||
Debt Instrument [Line Items] | |||||
Loss Contingency, Damages Sought, Value | $ 15,100 | ||||
Payments for Legal Settlements | 1,000 | ||||
Contingent Legal Settlements | $ 1,250 | ||||
Series B Redeemable Preferred Stock | |||||
Debt Instrument [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 1,000,000 | ||||
Mandatorily Redeemable Preferred Stock, Fair Value Disclosure | $ 12,400 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 12.425371 | ||||
Common stock | |||||
Debt Instrument [Line Items] | |||||
Common stock shares outstanding | 1,307,143 | ||||
Warrant [Member] | |||||
Debt Instrument [Line Items] | |||||
Common stock shares outstanding | 550,000 |