Organization and Business Description
Sound Corporation (Parametric Sound or the Company) is
a technology company focused on delivering novel audio solutions through its HyperSound or HSS® technology
platform, which pioneered the practical application of parametric acoustic technology for generating
audible sound along a directional ultrasonic column. The creation of sound using the Companys technology also creates
a unique sound image distinct from traditional audio systems. In addition to its digital signage product business, the Company
is targeting its technology for new uses in commercial and consumer markets including kiosks and point-of-sale terminals, electronic
gaming, computers, video gaming, televisions, home audio, health care, movies and cinema and mobile devices.
Company was incorporated in Nevada on June 2, 2010 as a new, wholly owned subsidiary of LRAD Corporation in order to effect
the separation and spin-off of the HSS business (the Spin-Off). On
September 27, 2010, the 100% Spin-Off was completed and the Company became a stand-alone, independent, publicly traded
company. In June 2012 the Company formed a wholly-owned subsidiary, PSC Licensing Corp. and in October 2012 the Company formed
a new wholly-owned subsidiary, HyperSound Health, Inc. The Companys corporate headquarters are
located in Poway, California. Principal markets for the Companys products are North America, Europe and Asia.
March and April 2012, the Company completed a secondary public offering of 2,053,400 shares of its common stock at $4.50 per share
(after a 1-for-5 reverse stock split described below) for gross proceeds of $9.24 million. The net proceeds of the offering
after deducting underwriting discounts and commissions and offering expenses was $8.0 million.
Basis of Presentation
consolidated financial statements include the Company and its wholly owned subsidiary, PSC Licensing Corp. Intercompany
balances and transactions have been eliminated in consolidation. Where necessary, the prior years information has
been reclassified to conform to the fiscal 2012 statement presentation. These reclassifications had no effect on previously reported
results of operations or accumulated deficit.
Reverse Stock Split
On March 21, 2012,
the Company completed a 1-for-5 reverse split of its common stock. The objective in effecting the reverse split was to enable
the Company to list its common stock on the NASDAQ Capital Market and complete its secondary public offering. As a
result of the reverse stock split, each five shares of common stock that were issued and outstanding or held in treasury on March
21, 2012 were automatically combined into one share. The reverse stock split reduced the number of issued and outstanding
shares of common stock as of March 21, 2012 from approximately 21.5 million shares to approximately 4.3 million shares. Fractional
shares were rounded up to the nearest whole number. The reverse stock split affected all of the holders of common stock
uniformly. Shares of common stock underlying outstanding options and warrants were proportionately reduced and the exercise price
of outstanding options and warrants was proportionately increased in accordance with the terms of the agreements governing such
securities. All common stock share and per share information in the accompanying consolidated financial statements
and notes thereto have been adjusted to reflect retrospective application of the reverse stock split, except for par value per
share and the number of authorized shares, which were not affected by the reverse stock split.
Use of Estimates
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions (e.g., valuation of inventory, valuation of intangible assets, warranty
reserve, the grant date fair value of stock options and warrants, share-based compensation expense and valuation allowance related
to deferred tax assets that affect the reported amounts of assets and liabilities, and disclosure
of contingent assets and liabilities at the date of the financial statements and affect the reported amounts of revenues and expenses
during the reporting period. Actual results could materially differ from those estimates.
Loss Per Share
Basic loss per
common share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the
period. Diluted net loss per common share reflects the potential dilution of securities that could share in the earnings of an
entity. The Companys losses for the periods presented cause the inclusion of potential common stock instruments outstanding
to be antidilutive. Stock options and warrants exercisable into a total of 1,693,839 and 667,000 shares of common stock were outstanding
at September 30, 2012 and 2011, respectively. These securities are not included in the computation of diluted net loss per common
share for the periods presented as their inclusion would be antidilutive due to losses incurred by the Company. Previously reported
share and earnings per share amounts have been restated to reflect the 1-for-5 reverse stock split effected in March 2012.
Fair Value of Financial Instruments
The carrying amounts
of cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair values due to the short maturity
of these instruments. The fair value of warrants issued in March and April 2012 were estimated using a Black-Scholes valuation
model (see Note 8).
The Company does
not have any financial assets and liabilities that are measured at fair value on a recurring basis.
Concentrations of Credit Risk
The Company sells
its products to a large number of geographically diverse customers. The Company only recently began
offering terms to certain customers. At September 30, 2012, accounts receivable from one customer accounted for 98%
of total accounts receivable.
The Company considers
all highly liquid investments with an original maturity of three months or less, when purchased, to be cash equivalents.
Accounts Receivable and Allowance
for Doubtful Accounts
Company only recently began offering terms to certain customers. The
Companys policy is to evaluate the collectability of accounts receivable based on an assessment of the collectability of
specific customer accounts and record an allowance for doubtful accounts to reduce the receivables to an amount that management
reasonably estimates will be collected. There was no allowance for doubtful accounts recorded at September 30, 2012. Accounts
that are deemed uncollectible will be written off against the allowance for doubtful accounts. If a major customers creditworthiness
deteriorates, or actual defaults exceed our historical experience, such estimates could change and impact our reported financial
The Company uses
contract manufacturers for production of certain components and sub-assemblies. The Company may provide parts and components to
such parties from time to time but recognizes no revenue or markup on such transactions. The Company performs assembly of products
in-house using components and sub-assemblies from a variety of contract manufacturers and suppliers.
are valued at the lower of cost or net realizable value. The cost of substantially all of the Companys inventory
is determined by the weighted average cost method. Inventory is comprised of raw materials, assemblies
and finished products intended for sale to customers. The
Company evaluates the need for reserves for excess and obsolete inventories determined primarily based upon estimates of future
demand for the Companys products. At September 30, 2012 and 2011, the reserve for obsolescence
included certain raw materials obtained at the Spin-Off, some of which are being used to produce the Companys products.
Property, Equipment and Depreciation
Property and equipment
is stated at cost. Depreciation on property and equipment is computed over the estimated useful lives of two to three years using
the straight-line method. Leasehold improvements are amortized over the life of the lease. Upon retirement or disposition of property
and equipment, the related cost and accumulated depreciation is removed and a gain or loss is recorded based on the difference
between proceeds received, if any, and the carrying value of the asset on the date of retirement or disposition.
licenses, purchased technology and trademarks are carried at cost less accumulated amortization. Intangible
assets acquired through a transaction that is not a business combination are measured based on the cash consideration paid
plus either the fair value of the non-cash consideration given or the fair value of the assets acquired, whichever is more
clearly evident. Legal costs incurred to file, renew, or extend the term of recognized intangible
assets are capitalized.
are amortized over their estimated useful lives, which have been estimated to be 15 years for patents, licenses, purchased technology
and trademarks protecting the Companys products. The Company amortizes certain patents acquired in the Spin-Off, classified
as defensive patents, over a weighted average of three years. The carrying value of intangibles is periodically reviewed and impairments,
if any, are recognized when the expected future benefit to be derived from an individual intangible asset is less than its carrying
The Company recognizes
revenue when (i) persuasive evidence of an arrangement exists, (ii) all obligations have been substantially performed pursuant
to the terms of sale or agreement, (iii) amounts are fixed or determinable and (iv) collectability of amounts is reasonably assured.
During fiscal 2012 the Company began pursuing licensing of its patents and technologies and entered into its first license agreement
in July 2012, which is currently in the product development phase. No licensing revenues were recognized during the year ended
September 30, 2012.
derived from product sales to customers, including resellers and system integrators, are recognized in the periods that products
are shipped to customers (FOB shipping point) or when product is received by the customer (FOB destination), when the fee is fixed
and determinable, when collection of resulting receivables is probable and there are no remaining obligations on the part of the
Company. Most revenues to resellers and system integrators are based on firm commitments from the end user; as a result,
resellers and system integrators carry little or no inventory.
strategy is to derive licensing revenues primarily from royalties paid by licensees of the Companys intellectual property
rights, including patents, trademarks, and know-how. Revenues generated from license agreements are recognized in the period earned,
provided that amounts are fixed or determinable and collectability is reasonably assured. Deferred revenue is reported for amounts
that are expected to be recognized as revenue including upfront license fees, but for which not all revenue recognition criteria
have been met.
Shipping and Handling Costs
Shipping and handling
costs are included in cost of revenues. The amount of shipping and handling costs invoiced to customers is included in revenue.
Shipping and handling costs were $11,233 and $628 for the fiscal years ended September 30, 2012 and 2011, respectively.
Research and Development Costs
and development expenses include costs and expenses associated with the development of our technology and the design and development
of new products, including initial nonrecurring engineering and product verification charges. Research and development is expensed
The Company warrants
its products to be free from defects in materials and workmanship for a period of one year from the date of purchase. The warranty
is generally a limited warranty. The Company currently provides direct warranty service. The Company establishes a warranty reserve
based on anticipated warranty claims at the time revenue from product sales is recognized. Factors affecting warranty reserve
levels include the number of units sold and anticipated cost of warranty repairs and anticipated rates of warranty claims. The
Company evaluates the adequacy of the provision for warranty costs each reporting period.
Deferred Financing Costs
Costs related to
the issuance of debt are capitalized and amortized to interest expense over the life of the related debt on a straight line basis
which is not materially different from the results obtained using the effective interest method.
Classification and Valuation of
accounts for warrants as either equity or liabilities based upon the characteristics and provisions of each particular instrument.
Warrants valued and classified as equity are recorded as additional paid-in capital based on the issue date fair value and no
further adjustment to valuation is made. Warrants that do not qualify for equity classification are recorded as derivative liabilities
based on the issue date fair value and are subject to adjustment to fair value at each reporting period. As of September 30, 2012
and 2011 the Company has no warrants or other derivative financial instruments that require separate accounting as liabilities
and periodic revaluation.
The Company accounts
for its income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined
based on temporary differences between financial statement and tax basis of assets and liabilities and net operating loss and
credit carry-forwards using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation
allowances are established when it is more likely than not that some portion of the deferred tax assets will not be realized.
effects of a tax position are initially recognized when it is more likely than not, based on the technical merits, that the position
will be sustained upon examination. A tax position that meets the more-likely-than not recognition threshold is initially and
subsequently measured as the largest amount of tax benefit that has a more likely than not likelihood of being realized upon ultimate
settlement with a taxing authority. The Company recognizes potential accrued interest and penalties related to unrecognized tax
benefits as income tax expense.
consists of net loss and other gains and losses affecting stockholders equity that under U.S. generally accepted accounting
principles are excluded from reported net loss. There were no differences between net loss and comprehensive loss for any of the
Impairment of Long-Lived Assets
and identifiable finite-lived intangibles held for use are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable. If the sum of undiscounted expected future cash flows is less than the
carrying amount of the asset or if changes in facts and circumstances indicate, an impairment loss is recognized and measured
using the assets fair value.
The Company measures
employee stock-based compensation awards using a fair-value method and records related compensation expense for all awards that
are expected to vest over the requisite service period.
Share-Based Payments for Goods
options or stock awards issued to non-employees who are not directors of the Company are recorded at the fair value of the consideration
received, when more reliably measurable, or the fair value of the equity instruments issued at the measurement date. Non-employee
options are periodically revalued as the options vest so the cost ultimately recognized is equivalent to the fair value on the
date performance is complete with such expense recognized over the related service period on a graded vesting method.
Recent Accounting Pronouncements
In December 2011,
the Financial Account Standards Board (FASB) issued Accounting Standards Update (ASU) 2011-11, Disclosures
about Offsetting Assets and Liabilities. The amendments in this Update will enhance disclosures required by U.S. GAAP by requiring
improved information about financial instruments and derivative instruments that are either (1) offset in accordance with
either Section 210-20-45 or Section 815-10-45 or (2) subject to an enforceable master netting arrangement or similar agreement.
The amendments are effective for fiscal years beginning after January 1, 2013 and for interim periods within those fiscal years.
The amendments of ASU 2011-11 are not expected to have a material impact on the Companys consolidated financial statements.
In July 2012, the
FASB issued ASU 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment, which allows companies
to perform a qualitative assessment to determine whether further impairment testing of indefinite-lived intangible assets is necessary,
similar in approach to the goodwill impairment test. The new guidance allows an entity the option to first assess qualitatively
whether it is more likely than not (that is, a likelihood of more than 50 percent) that an indefinite-lived intangible
asset is impaired, thus necessitating that it perform the quantitative impairment test. An entity is not required to calculate
the fair value of an indefinite-lived intangible asset and perform the quantitative impairment test unless the entity determines
that it is more likely than not that the asset is impaired. The new guidance is effective for annual and interim impairment
tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted for annual and interim
impairment tests performed as of a date before July 27, 2012, if the financial statements for the most recent annual or
interim period have not yet been issued. The Company will adopt the provisions of this new guidance on October 1, 2012.
The Company does not expect the adoption of the new provisions to have a material impact on its financial condition or
results of operations.
evaluated events subsequent to September 30, 2012 through the date the accompanying consolidated financial statements were filed
with the Securities and Exchange Commission for transactions and other events that may require adjustment of and/or disclosure
in such financial statements.