Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 07, 2014 | Jun. 30, 2013 | |
Document Information [Line Items] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Trading Symbol | 'RVLT | ' | ' |
Entity Registrant Name | 'Revolution Lighting Technologies, Inc. | ' | ' |
Entity Central Index Key | '0000917523 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Filer Category | 'Smaller Reporting Accelerated Filer | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 82,059,201 | ' |
Entity Public Float | ' | ' | $132,553,344 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current Assets: | ' | ' |
Cash and cash equivalents | $1,757 | $4,434 |
Trade accounts receivable, less allowance for doubtful accounts of $210 and $57 | 4,353 | 1,307 |
Inventories | 5,423 | 2,576 |
Other assets | 743 | 391 |
Total current assets | 12,276 | 8,708 |
Property and equipment: | ' | ' |
Machinery and equipment | 751 | 272 |
Furniture and fixtures | 204 | 126 |
Computers and software | 239 | 173 |
Construction in process | 63 | ' |
Leasehold improvements | 51 | 130 |
Property and equipment | 1,308 | 701 |
Accumulated depreciation and amortization | -551 | -381 |
Net property and equipment | 757 | 320 |
Goodwill | 21,069 | 10,166 |
Intangible assets, less accumulated amortization of $3,732 and $873 | 17,869 | 12,053 |
Other assets, net | 291 | 30 |
Total assets | 52,262 | 31,277 |
Current Liabilities: | ' | ' |
Accounts payable | 6,109 | 2,631 |
Accrued liabilities | 2,553 | 867 |
Accrued compensation and benefits | 1,077 | 219 |
Related party payable | ' | 8 |
Deferred revenue | 960 | 30 |
Customer deposits | 132 | 1,398 |
Other current liabilities | 860 | ' |
Purchase price obligations-current | 1,927 | 1,949 |
Seesmart notes payable obligations | ' | 3,421 |
Total current liabilities | 13,618 | 10,523 |
Purchase price obligation-noncurrent | 960 | ' |
Deferred revenue-noncurrent | 130 | 58 |
Dividends payable | 1,044 | ' |
Other liabilities | 63 | ' |
Total liabilities | 15,815 | 10,581 |
Commitments and contingencies | ' | ' |
Stockholders' Equity: | ' | ' |
Common stock, $.001 par value, 150,000 and 120,000 shares authorized, 82,095 and 70,213 issued and outstanding at December 31, 2013 and 2012, respectively | 82 | 70 |
Additional paid-in capital | 82,574 | 60,036 |
Accumulated deficit | -67,111 | -50,290 |
Total stockholders' equity | 25,481 | 20,696 |
Total liabilities and stockholders' equity | 52,262 | 31,277 |
Series E Convertible Redeemable Preferred Stock | ' | ' |
Temporary Equity: | ' | ' |
Redeemable convertible preferred stock | 5,738 | ' |
Series F Convertible Redeemable Preferred Stock | ' | ' |
Temporary Equity: | ' | ' |
Redeemable convertible preferred stock | 5,228 | ' |
Series C Convertible Preferred Stock | ' | ' |
Stockholders' Equity: | ' | ' |
Preferred stock | 9,936 | 9,936 |
Series B Convertible Preferred Stock | ' | ' |
Stockholders' Equity: | ' | ' |
Preferred stock | ' | ' |
Series D Convertible Preferred Stock | ' | ' |
Stockholders' Equity: | ' | ' |
Preferred stock | ' | $944 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Trade accounts receivable, allowance for doubtful accounts | $210,000 | $57,000 |
Intangible assets, accumulated amortization | 3,732,000 | 873,000 |
Preferred stock, shares authorized | 5,000,000 | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 150,000,000 | 120,000,000 |
Common stock, issued | 82,095,000 | 70,213,000 |
Common stock, outstanding | 82,095,000 | 70,213,000 |
Series E Convertible Redeemable Preferred Stock | ' | ' |
Redeemable convertible preferred stock, par value | $0.00 | $0.00 |
Redeemable convertible preferred stock, aggregate liquidation preference | 5,738,000 | 5,738,000 |
Redeemable convertible preferred stock, shares authorized | 10,000 | 10,000 |
Redeemable convertible preferred stock, issued | 5,000 | 5,000 |
Redeemable convertible preferred stock, outstanding | 5,000 | 5,000 |
Series F Convertible Redeemable Preferred Stock | ' | ' |
Redeemable convertible preferred stock, par value | $1 | $1 |
Redeemable convertible preferred stock, aggregate liquidation preference | 5,228,000 | 5,228,000 |
Redeemable convertible preferred stock, shares authorized | 10,000 | 10,000 |
Redeemable convertible preferred stock, issued | 5,000 | 5,000 |
Redeemable convertible preferred stock, outstanding | 5,000 | 5,000 |
Series C Convertible Preferred Stock | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, aggregate liquidation preference | 10,031,000 | 10,031,000 |
Preferred stock, shares authorized | 25,000 | 25,000 |
Preferred stock, issued | 10,000 | 10,000 |
Preferred stock, outstanding | 10,000 | 10,000 |
Series B Convertible Preferred Stock | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, aggregate liquidation preference | 20 | 20 |
Preferred stock, shares authorized | 153 | 153 |
Preferred stock, issued | 153 | 153 |
Preferred stock, outstanding | 153 | 153 |
Series D Convertible Preferred Stock | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, aggregate liquidation preference | $1,118,000 | $1,118,000 |
Preferred stock, shares authorized | 13,000 | 13,000 |
Preferred stock, issued | ' | 11,000 |
Preferred stock, outstanding | ' | 11,000 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Revenues | $26,060 | $4,481 | $8,988 |
Cost of sales | 16,108 | 4,705 | 7,075 |
Gross profit (loss) | 9,952 | -224 | 1,913 |
Selling, general and administrative: | ' | ' | ' |
Severance and transition costs | 1,152 | ' | ' |
Acquisition and other related expenses | 2,389 | 286 | ' |
Amortization and depreciation | 3,122 | 353 | 447 |
Stock based compensation | 809 | 45 | 301 |
Other selling, general and administrative | 11,193 | 4,557 | 5,234 |
Research and development | 1,809 | 555 | 834 |
Impairment expense | ' | 3,397 | 407 |
Total operating expenses | 20,474 | 9,193 | 7,223 |
Operating loss | -10,522 | -9,417 | -5,310 |
Other income (expense): | ' | ' | ' |
Gain on debt restructuring | ' | 1,048 | ' |
Change in fair value of embedded derivative | -6,990 | ' | ' |
Gain on bargain purchase of business | 743 | ' | ' |
Interest expense | -52 | -210 | -127 |
Other income | ' | ' | 12 |
Total other income (expense), net | -6,299 | 838 | -115 |
Loss from continuing operations | -16,821 | -8,579 | -5,425 |
Discontinued operations: | ' | ' | ' |
Income (loss) from discontinued operations | ' | 1 | -44 |
Net loss | -16,821 | -8,578 | -5,469 |
Accretion of preferred stock, to redemption value, beneficial conversion feature and discount | -2,290 | -5,195 | ' |
Accrual of preferred stock dividends | -1,360 | -31 | ' |
Net loss attributable to common stockholders | ($20,471) | ($13,804) | ($5,469) |
Basic and diluted loss per common share: | ' | ' | ' |
Loss from continuing operations attributable to common stockholders | ($0.26) | ($0.63) | ($0.33) |
Net loss attributable to common stockholders | ($0.26) | ($0.63) | ($0.33) |
Basic and diluted weighted average shares outstanding | 77,317 | 22,065 | 16,406 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Convertible Promissory Notes | Seesmart Technologies Incorporated | Relume Technologies Inc | Tri-State LED, Inc. | Employees | Non Employees | Series B Convertible Preferred Stock | Series C Convertible Preferred Stock | Series D Convertible Preferred Stock | Series E and F Redeemable Preferred Stock | Preferred Stock | Preferred Stock | Preferred Stock | Preferred Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Accumulated Deficit | Temporary Equity | Temporary Equity | Temporary Equity | Temporary Equity |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Series B Convertible Preferred Stock | Series C Convertible Preferred Stock | Series D Convertible Preferred Stock | USD ($) | Convertible Promissory Notes | Seesmart Technologies Incorporated | Relume Technologies Inc | Tri-State LED, Inc. | Employees | Series B Convertible Preferred Stock | Series D Convertible Preferred Stock | USD ($) | Convertible Promissory Notes | Seesmart Technologies Incorporated | Relume Technologies Inc | Tri-State LED, Inc. | Employees | Non Employees | Series B Convertible Preferred Stock | Series C Convertible Preferred Stock | Series D Convertible Preferred Stock | Series E and F Redeemable Preferred Stock | USD ($) | USD ($) | Series F Convertible Redeemable Preferred Stock | Series E Convertible Redeemable Preferred Stock | Series E and F Redeemable Preferred Stock | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ||||||||||||||||||
Beginning Balance at Dec. 31, 2010 | $13,160,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $16,000 | ' | ' | ' | ' | ' | ' | ' | $49,387,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ($36,243,000) | ' | ' | ' | ' |
Beginning Balance (in shares) at Dec. 31, 2010 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,245,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise of stock options (in shares) | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise of warrants, (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 207,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise of warrants | 319,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 319,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation | 301,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 301,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | -5,469,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -5,469,000 | ' | ' | ' | ' |
Ending Balance at Dec. 31, 2011 | 8,311,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,000 | ' | ' | ' | ' | ' | ' | ' | 50,007,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -41,712,000 | ' | ' | ' | ' |
Ending Balance (in shares) at Dec. 31, 2011 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,452,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise of stock options (in shares) | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrual of dividends on convertible preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | -31,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -31,000 | ' | ' | ' | ' | ' | ' | ' |
Issuance of stock, net of issuance costs (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 600,000 | 10,000 | 11,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of stock, net of issuance costs | ' | ' | ' | ' | ' | ' | ' | 5,195,000 | 9,936,000 | 944,000 | ' | ' | ' | 9,936,000 | 944,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,195,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation | 45,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 45,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accretion of preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,195,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -5,195,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of convertible stock (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -600,000 | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | 46,154,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of convertible stock | ' | 588,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -5,195,000 | ' | ' | ' | 1,000 | ' | ' | ' | ' | 46,000 | ' | ' | 587,000 | ' | ' | ' | ' | ' | 5,149,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock for acquisition (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,607,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock for acquisition | ' | ' | 4,295,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,000 | ' | ' | ' | ' | ' | ' | ' | 4,288,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fees associated with issuances of common stock | -9,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -9,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | -8,578,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -8,578,000 | ' | ' | ' | ' |
Ending Balance at Dec. 31, 2012 | 20,696,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,880,000 | ' | ' | ' | 70,000 | ' | ' | ' | ' | ' | ' | ' | 60,036,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -50,290,000 | ' | ' | ' | ' |
Ending Balance (in shares) at Dec. 31, 2012 | 70,213,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 21,000 | ' | ' | ' | 70,213,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise of stock options (in shares) | 108,146 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 108,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise of stock options | 265,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 265,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation, (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 191,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrual of dividends on convertible preferred stock | -1,360,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,360,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 346,000 | ' | ' | ' |
Embedded Conversion Liability | 8,626,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,626,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,637,000 | ' | ' | ' |
Issuance of stock, net of issuance costs (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000 | 4,348,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of stock, net of issuance costs | 5,069,000 | ' | ' | ' | ' | ' | ' | ' | ' | 62,000 | ' | ' | ' | ' | 62,000 | 5,000 | ' | ' | ' | ' | ' | ' | ' | 5,064,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,999,000 | 4,968,000 | ' |
Stock-based compensation | ' | ' | ' | ' | ' | 302,000 | 507,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 302,000 | 507,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of restricted common stock for services (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,084,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of restricted common stock for services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000 | ' | ' | ' | ' | ' | ' | ' | -1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accretion of preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -2,290,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -2,290,000 | ' | ' | ' | ' | 2,290,000 |
Issuance of convertible stock (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -12,000 | ' | ' | ' | ' | ' | ' | ' | 1,712,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of convertible stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,006,000 | ' | ' | ' | ' | ' | ' | ' | 1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,005,000 | ' | ' | ' | ' | ' | ' |
Issuance of common stock for acquisition (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,993,000 | 2,174,000 | 272,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock for acquisition | ' | ' | 1,295,000 | 7,305,000 | 835,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000 | 2,000 | 1,000 | ' | ' | ' | ' | ' | 1,293,000 | 7,303,000 | 834,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fees associated with issuances of common stock | -119,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -119,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock to be issued | 1,109,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,109,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | -16,821,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -16,821,000 | ' | ' | ' | ' |
Ending Balance at Dec. 31, 2013 | $25,481,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $9,936,000 | ' | ' | ' | $82,000 | ' | ' | ' | ' | ' | ' | ' | $82,574,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ($67,111,000) | $10,966,000 | ' | ' | ' |
Ending Balance (in shares) at Dec. 31, 2013 | 82,095,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | ' | ' | ' | 82,095,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | |
Series B Convertible Preferred Stock | Series C Convertible Preferred Stock | Series D Convertible Preferred Stock | Series E Convertible Redeemable Preferred Stock | Series F Convertible Redeemable Preferred Stock | Common Stock | Common Stock | Series D Preferred Stock | Series D Preferred Stock | Convertible Promissory Notes | Relume Technologies Inc | Seesmart Technologies Incorporated | Seesmart Technologies Incorporated | Elite LED Solutions Incorporated | Tri-State LED, Inc. | ||||
Cash Flows from Operating Activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | ($16,821,000) | ($8,578,000) | ($5,469,000) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Depreciation | 263,000 | 228,000 | 466,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of intangible assets | 2,859,000 | 266,000 | 288,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of debt discount and debt issuance costs | ' | 69,000 | 89,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of deferred rent | ' | -26,000 | -80,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain on bargain purchase of business | -743,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on sale of businesses | ' | ' | 52,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment charges | ' | 3,397,000 | 407,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain on debt restructuring | ' | -1,048,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense forgiven on debt restructuring | ' | 141,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on disposal of property and equipment | ' | 6,000 | 3,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation | 809,000 | 45,000 | 301,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Change in fair value of embedded derivative and contingent consideration | 7,078,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss due to closure of contract manufacturer | ' | ' | 111,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Changes in operating assets and liabilities, net of the effect of the acquisitions (Note 2): | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
(Increase) decrease in trade accounts receivable, net | -1,727,000 | 306,000 | 81,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
(Increase) decrease in inventories | -697,000 | 1,753,000 | 526,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
(Increase) decrease in other assets | -385,000 | -170,000 | 62,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (decrease) in accounts payable, accrued liabilities and related party payable | 1,172,000 | -1,364,000 | -199,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (decrease) in accrued compensation and benefits | 381,000 | -69,000 | -7,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Decrease in customer deposits | -1,338,000 | -69,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (decrease) in deferred revenue | 1,003,000 | -17,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total adjustments | 8,675,000 | 3,448,000 | 2,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net cash used in operating activities | -8,146,000 | -5,130,000 | -3,369,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash Flows from Investing Activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition, net of cash acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -4,249,000 | -3,852,000 | -7,591,000 | -500,000 | -1,836,000 |
Patents, trademarks and other intangible assets costs | ' | -83,000 | -139,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase of property and equipment | -136,000 | -20,000 | -224,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from sale of property and equipment | 3,000 | 8,000 | 7,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from sale of businesses, net of transaction costs | ' | ' | 1,111,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net cash (used in) provided by investing activities | -10,570,000 | -7,686,000 | 755,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash Flows from Financing Activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment to extinguish convertible promissory notes | ' | -880,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from issuance of convertible preferred stock, net of issuance costs | ' | ' | ' | 5,195,000 | 9,936,000 | -6,000 | 4,968,000 | 4,999,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Costs related to issuance of common stock | -119,000 | -10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from issuance of common stock | 5,069,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from short-term borrowings | 860,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds from exercise of employee stock options and warrants | 265,000 | ' | 320,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net cash provided by financing activities | 16,039,000 | 14,235,000 | 320,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net increase (decrease) in cash and cash equivalents | -2,677,000 | 1,419,000 | -2,294,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents, beginning of period | 4,434,000 | 3,015,000 | 5,309,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents, end of period | 1,757,000 | 4,434,000 | 3,015,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Supplemental Disclosure of Cash Flow Information: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash paid during period for interest | 21,000 | ' | 24,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-cash investing and financing activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of stock | ' | ' | ' | ' | ' | ' | ' | ' | 9,435,000 | 4,295,000 | 62,000 | 950,000 | 588,000 | ' | ' | ' | ' | ' |
Conversion of Series D preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,006,000 | ' | ' | ' | ' | ' | ' | ' |
Accrual of dividends on preferred stock | $1,360,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Summary of Significant Accounting Policies | ' | ||||||||||||
1 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: | ||||||||||||
Business—Revolution Lighting Technologies, Inc. and its wholly owned subsidiaries(“Revolution” or the “ Company”) design, manufacture, market and sell high-performance, commercial grade, light emitting diodes (“LED”) replacement lamps, LED fixtures and LED-based signage, channel-letter and contour lighting products. The Company sells these products under the Seesmart, Array, CMG, Lumificient and Relume brand names. The Company generates revenue by selling LED lighting products for use in the commercial market segment, which include vertical markets such as federal, state and local governments, industrial and commercial facilities, hospitality, institutional, educational, healthcare and signage markets. The Company markets and distributes its products globally through networks of distributors, independent sales agencies and representatives, and electrical supply companies. Prior to 2013, the Company marketed and sold LED products through its Array Lighting division and through its subsidiary, Lumificient. In the first quarter of 2013, the Company consolidated its Array Lighting division into Seesmart. | |||||||||||||
On December 20, 2012, the Company completed the acquisition of Seesmart Technologies, Inc. (“Seesmart”). Seesmart is headquartered in Simi Valley, California. | |||||||||||||
On March 8, 2013, Lighting Integration Technologies, LLC (“LIT”), a wholly owned subsidiary of the Company, acquired certain assets of Elite LED Solutions, Inc. (“Elite”). LIT is headquartered in Palm Beach Gardens, Florida. | |||||||||||||
On August 22, 2013 the Company purchased all the equity interests of Relume Technologies, Inc. (“Relume”) pursuant to the terms of the Agreement and Plan of Merger, dated as of August 9, 2013. Relume is headquartered in Oxford Township, Michigan. | |||||||||||||
On November 15, 2013 the Company completed the acquisition of Tri-State DE LLC (“Tri-State”), a distributor of Seesmart products. Tri-State is headquartered in Greenwich, Connecticut. | |||||||||||||
The Company’s operations comprise two reportable segments for financial reporting purposes: LED replacement lamps and fixtures and LED signage and lighting strips. The LED replacement lamps and fixtures reportable segment includes the Seesmart business, including the Array business, as well as the Relume, LIT and Tri-State businesses. The LED signage and lighting strips reportable segment is comprised of the Lumificient business. Throughout this report, we sometimes use “Seesmart” to refer to the Company’s LED replacement lamps and fixtures segment and “Lumificient” to refer to the Company’s LED signage and lighting strips segment. | |||||||||||||
On October 28, 2010, the Company sold substantially all of the assets of its legacy commercial/architectural lighting and pool and spa lighting businesses (the “Legacy Commercial and Pool Lighting Businesses”). The Legacy Commercial and Pool Lighting Businesses consisted of the manufacturing, marketing and sale of LED and fiber optic lighting products used for applications in commercial, architectural and pool and spa markets, excluding the Array business and the business of Lumificient. The results of operations of the Legacy Commercial and Pool Lighting Businesses have been reflected as discontinued operations for all periods presented. | |||||||||||||
Liquidity—At December 31, 2013, the Company has cash on hand of approximately $1.8 million. In the last three fiscal years the Company has used cash for operations of approximately $8.1 million, $5.1 million and $3.4 million. The 2013 cash flows include approximately $3.5 million cash paid for acquisition related costs and severance and transition costs. During the year ended December 31, 2013, the Company issued convertible redeemable preferred stock to RVL for cash of approximately $10 million and common stock to unaffiliated investors for approximately $5 million in cash and borrowed approximately $0.9 million under an accounts receivable financing facility. At December 31, 2013 the Company had negative working capital of approximately $3.1 million, excluding cash and cash equivalents of $1.8 million, compared to negative working capital at December 31, 2012 of approximately $6.2 million, excluding cash and cash equivalents of approximately $4.4 million. The improvement reflects the payment of obligations arising from the Seesmart acquisition, which was funded from the proceeds of the issuance of common and preferred stock. | |||||||||||||
While the Company used cash for operations in 2013 as it integrated Seesmart, Relume, LIT and Tri-State, invested in the growth of the Company and implemented its growth strategy, the Company believes it has adequate resources to meet its cash requirements in the foreseeable future. Subsequent to December 31, 2013, the Company entered into another receivable financing arrangement pursuant to which the Company can borrow up to $0.5 million and an arrangement with Aston Capital, LLC (affiliate of the Company’s Chairman and controlling shareholder) pursuant to which the Company borrowed $3.5 million. | |||||||||||||
Although the Company has realized revenues of approximately $26.1 million during the year ended December 31, 2013, the Company faces significant challenges in order to achieve profitability and there can be no assurance that the Company will achieve or sustain positive cash flows from operations or profitability. The Company’s ability to meet its obligations in the ordinary course of business is dependent upon its ability to establish profitable operations or raise additional capital through public or private debt or equity financing, or other sources of financing to fund operations, as well as support from our controlling stockholder. There can be no assurance such financing will be available on terms acceptable to the Company, if at all, or that any financing transaction will not be dilutive to the Company’s current stockholders. | |||||||||||||
In addition, to accelerate the growth of our operations in response to new market opportunities or to acquire other technologies or businesses, we may need to raise additional capital. Additional capital may come from several sources, including the incurrence of indebtedness or the issuance of additional common stock, preferred stock, debt (whether convertible or not) or other securities. Increased indebtedness could negatively affect our liquidity and operating flexibility. The issuance of any additional securities could, among other things, result in substantial dilution of the percentage ownership of our stockholders at the time of issuance, result in substantial dilution of our earnings per share, and adversely affect the prevailing market price for our common stock. In addition, we may not be able to obtain additional financing on terms favorable to us, if at all. If additional funds become necessary and are not available on terms favorable to us, or at all, we may be unable to expand our business or pursue an acquisition and our business, results of operations and financial condition may be materially adversely affected | |||||||||||||
Principles of consolidation—The consolidated financial statements include the accounts of Revolution Lighting Technologies, Inc. and its wholly owned subsidiaries, Lumificient, Seesmart, Relume, LIT and Tri-State. Significant inter-company accounts and transactions have been eliminated. | |||||||||||||
Use of estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to revenue recognition, valuation of accounts receivable and inventories, warranty obligations, purchase price allocation of acquired businesses, impairment of long lived assets and goodwill, valuation of financial instruments, income taxes, and contingencies. Actual results could differ from those estimates. | |||||||||||||
Revenue recognition—The Company recognizes revenue for its products upon shipment or delivery to customers in accordance with the respective contractual arrangements, provided no significant obligations remain and collection is probable. For sales that include customer acceptance terms, revenue is recorded after customer acceptance. It is the Company’s policy that all sales are final. Requests for returns are reviewed on a case by case basis. As revenue is recorded, the Company accrues an estimated amount for product returns as a reduction of revenue. | |||||||||||||
Revenues from merchandise shipped to a logistics supplier for Seesmart, who had the contractual right to return merchandise in inventory, were recognized when the merchandise was delivered by the logistics supplier to the end user. Payments received from the logistics supplier prior to recognizing the related revenue were recorded as customer deposits. During March 2013, the Company terminated the relationship with the logistics supplier. All inventories were returned to Seesmart in March 2013 for approximately $789,000. | |||||||||||||
Pursuant to agreements with distributors, which provide the distributors with the rights to purchase and resell inventory, the Company receives upfront fees for ongoing support obligations during the term of the agreement. Such fees are amortized by the Company over the term of the contracts which range from three to ten years. Unamortized distributor fees are included in deferred revenue in the accompanying consolidated balance sheets. | |||||||||||||
The Company from time to time enters into multiple element arrangements, primarily the delivery of products and installation services. The Company allocates the sales value to each element based on its best estimate of the selling price and recognizes revenues in accordance with the relevant standard for each element. | |||||||||||||
The Company has elected to record sales tax revenue on a gross basis (included in revenues and costs). For the year ended December 31, 2013, revenues from sales taxes were approximately $547,000. Prior to 2013, sales taxes were immaterial. | |||||||||||||
Warranties and product liability—The Company’s products typically carry a warranty that ranges from one to seven years and includes replacement of defective parts. A warranty reserve is recorded for the estimated costs associated with warranty expense related to recorded sales, which is included within accrued liabilities. Changes in the Company’s warranty liability for the years ended December 31, 2013, 2012 and 2011 are as follows: | |||||||||||||
(in thousands) | Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | |||||||||||
Warranty liability at January 1, | $ | 346 | $ | 43 | $ | 47 | |||||||
Warranty liability assumed in acquisitions | 101 | 303 | — | ||||||||||
Provisions for current year sales | 348 | 6 | 16 | ||||||||||
Current year claims | (198 | ) | (6 | ) | (20 | ) | |||||||
Warranty liability at December 31, | $ | 597 | $ | 346 | $ | 43 | |||||||
Fair value measurements—The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: | |||||||||||||
Level 1—Quoted prices in active markets for identical assets or liabilities. | |||||||||||||
Level 2—Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable. | |||||||||||||
Level 3—Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing. | |||||||||||||
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2013. The Company uses the market approach to measure fair value for its Level 1 financial assets and liabilities, which includes cash equivalents of $107,000 and $3,693,000 at December 31, 2013 and 2012, respectively. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The respective carrying value of certain balance sheet financial instruments approximates its fair value. These financial instruments include cash, trade receivables, related party payables, accounts payable and accrued liabilities. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and they are receivable or payable on demand. | |||||||||||||
The fair value of assets and liabilities accrued in business combinations and reporting units and long lived assets used in the related asset impairment tests utilize inputs classified as Level 3 in the fair value hierarchy (Notes 6 and 7). | |||||||||||||
The Company used Level 1 and Level 2 inputs to estimate the fair value of the embedded derivative related to the Series E preferred stock. The Company used Level 2 inputs to value the Series D convertible preferred stock taking into account a lack of marketability discount, as well as the market value of the common shares in which the preferred stock can be converted on the issuance date. Such inputs are also utilized to value contingent consideration related to acquisitions. | |||||||||||||
Derivative financial instruments—The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risk. Terms of convertible preferred stock and convertible promissory note instruments are reviewed to determine whether or not they contain embedded derivative instruments that are required to be accounted for separately from the host contract, and recorded on the balance sheet at fair value. The fair value of derivative liabilities is required to be revalued at each reporting date, with corresponding changes in fair value recorded in current period operating results. | |||||||||||||
Freestanding warrants issued by the Company in connection with the issuance or sale of debt and equity instruments are considered to be derivative instruments, and are evaluated and accounted for in accordance with the provisions of ASC 815. Pursuant to ASC 815, an evaluation of specifically identified conditions is made to determine whether the fair value of warrants issued is required to be classified as equity or as a derivative liability. | |||||||||||||
Beneficial conversion and warrant valuation—In accordance with FASB ASC 470-20, “Debt with Conversion and Other Options” the Company records a beneficial conversion feature (“BCF”) related to the issuance of convertible debt or preferred stock instruments that have conversion features at fixed rates that are in-the-money when issued. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. The intrinsic value is generally calculated at the commitment date as the difference between the conversion price and the fair value of the common stock or other securities into which the security is convertible, multiplied by the number of shares into which the security is convertible. If certain other securities, such as warrants, are issued with the convertible security, the proceeds are allocated among the different components. The portion of the proceeds allocated to the convertible security is divided by the contractual number of the conversion shares to determine the effective conversion price which is used to measure the BCF. The effective conversion price is used to compute the intrinsic value. The value of the BCF is limited to the basis that is initially allocated to the convertible security. | |||||||||||||
Cash equivalents—Temporary cash investments with an original maturity of three months or less are considered to be cash equivalents. | |||||||||||||
Accounts receivable—Accounts receivable are customer obligations due under normal trade terms. The Company performs continuing credit evaluations of its customers’ financial condition. The Company records an allowance for doubtful accounts based upon factors surrounding the credit risk of certain customers and specifically identified amounts that it believes to be uncollectible. Recovery of bad debt amounts previously written off is recorded as a reduction of bad debt expense in the period the payment is collected. If the Company’s actual collection experience changes, revisions to its allowance may be required. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. The following summarizes the changes in the allowance for doubtful accounts for the periods indicated. | |||||||||||||
(in thousands) | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Allowance for doubtful accounts at January 1, | $ | 57 | $ | 53 | $ | 36 | |||||||
Additions | 170 | 17 | 19 | ||||||||||
Write-offs | (17 | ) | (13 | ) | (2 | ) | |||||||
Allowance for doubtful accounts at December 31, | $ | 210 | $ | 57 | $ | 53 | |||||||
Inventories—Inventories are stated at the lower of cost (first-in, first-out) or market. A reserve is recorded for any inventory deemed excessive or obsolete. | |||||||||||||
Property and equipment—Property and equipment are stated at cost or fair value if acquired as part of a business combination. Depreciation is computed by the straight-line method and is charged to operations over the estimated useful lives of the assets. Maintenance and repairs are charged to expense as incurred. The carrying amount and accumulated depreciation of assets sold or retired are removed from the accounts in the year of disposal and any resulting gain or loss is included in results of operations. The estimated useful lives of property and equipment are as follows: | |||||||||||||
Estimated useful lives | |||||||||||||
Machinery and equipment | 3-7 years | ||||||||||||
Furniture and fixtures | 5-7 years | ||||||||||||
Computers and software | 3-7 years | ||||||||||||
Motor vehicles | 5 years | ||||||||||||
Leasehold improvements | Lesser of lease term or estimated useful life | ||||||||||||
Intangible assets and goodwill—Goodwill is not amortized, but is subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company performs an annual impairment assessment for goodwill during the fourth quarter of each year for Seesmart, Relume and Tri-State and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing is a two-step process performed at the reporting unit level. Step one compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and market approaches. The fair values calculated under the income approach and market approaches are weighted based on circumstances surrounding the reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting unit which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the discount rate, the Company relies on the capital asset pricing model approach which includes an assessment of the risk-free interest rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s size and industry and other Company specific risks. Other significant assumptions used in the income approach include the terminal value, growth rates, future capital expenditures and changes in future working capital requirements. The market approaches use key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then the second step must be completed to measure the amount of impairment, if any. Step two calculates the implied fair value of goodwill by deducting the fair value of all tangible and intangible net assets of the reporting unit from the fair value of the reporting unit as calculated in step one. In this step, the fair value of the reporting unit is allocated to all of the reporting unit’s assets and liabilities in a hypothetical purchase price allocation as if the reporting unit had been acquired on that date. If the carrying amount of goodwill exceeds the implied fair value of goodwill, an impairment loss is recognized in an amount equal to the excess. | |||||||||||||
Determining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates, strategic plans and future market conditions, among others. There can be no assurance that the Company’s estimates and assumptions made for purposes of the goodwill impairment testing will prove to be accurate predictions of the future. | |||||||||||||
Long-lived assets—The Company evaluates the recoverability of its long-lived assets whenever events or changes in circumstances have indicated that an asset may not be recoverable. The long-lived asset is grouped with other assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. If the sum of the projected undiscounted cash flows is less than the carrying value of the assets, the assets are written down to the estimated fair value. | |||||||||||||
Deferred rent—The Company accounts for certain operating leases containing predetermined fixed increases of the base rental rate during the lease term as rental expense on a straight-line basis over the lease term. The Company has reported the difference between the amounts charged to operations and amounts payable under the leases as a liability in the accompanying consolidated balance sheets. | |||||||||||||
Shipping and handling costs—Shipping and handling costs related to the acquisition of goods from vendors are included in cost of sales. | |||||||||||||
Research and development—Research and development costs to develop new products are charged to expense as incurred. | |||||||||||||
Advertising—Advertising costs, included in selling, general and administrative expenses, are expensed when the advertising first takes place. The Company promotes its product lines primarily through print media and trade shows, including trade publications, and promotional brochures. Advertising expenses were $339,000, $171,000 and $205,000 for the years ended December 31, 2013, 2012 and 2011, respectively. | |||||||||||||
Income taxes—Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes resulting from temporary differences. Such temporary differences result from differences in the carrying value of assets and liabilities for tax and financial reporting purposes. The deferred tax assets and liabilities represent the future tax consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. | |||||||||||||
The Company applies the provisions of FASB ASC 740-10, “Accounting for “Uncertainty in Income Taxes”, and has not recognized a liability pursuant to that standard. In addition, a reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there are no unrecognized benefits since the date of adoption. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. | |||||||||||||
The Company has provided a full valuation allowance related to income tax benefits resulting from losses incurred and accumulated on operations (“NOLs”). The NOLs are subject to limitations under the provisions of Section 382 of the Internal Revenue Code of 1986, as amended. The Company has analyzed the limitations and their impact and has recognized deferred tax assets for those NOLs that are not subject to limitations. The Company has recognized a full valuation allowance related to its net deferred tax assets, and the adjustments to the deferred tax assets related to the NOLs were offset by a corresponding adjustment to the valuation allowance. | |||||||||||||
No provision for income taxes has been recorded for the years ended December 31, 2013, 2012 and 2011 since the tax benefits of the losses incurred have been offset by a corresponding increase in the deferred tax valuation allowance. | |||||||||||||
Stock-based compensation—The Company recognizes the cost of employee or director services received in exchange for an award of equity instruments in the financial statements, which is measured based on the grant date fair value of the award. Stock-based compensation expense is recognized over the period during which an employee is required to provide service in exchange for the award (typically, the vesting period). | |||||||||||||
The Company values restricted stock awards to employees at the quoted market price on the grant date. The Company estimates the fair value of option awards issued under its stock option plans on the date of grant using a Black-Scholes option-pricing model that uses the assumptions noted below. The Company estimates the volatility of its common stock at the date of grant based on the historical volatility of its common stock. The Company determines the expected life based on historical experience with similar awards, giving consideration to the contractual terms, vesting schedules and post-vesting forfeitures. For shares that vest contingent upon achievement of certain performance criteria, an estimate of the probability of achievement is applied in the estimate of fair value. If the goals are not met, no compensation cost is recognized and any previously recognized compensation cost is reversed. The Company bases the risk-free interest rate on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term approximately equal to the expected life of the award. The Company has never paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. In addition, the Company separates the grants into homogeneous groups and analyzes the assumptions for each group. No options were granted during the year ended December 31, 2013. For the years ended December 31, 2012 and 2011, the Company computed expense for each group utilizing the following assumptions: | |||||||||||||
Years Ended December 31, | |||||||||||||
2012 | 2011 | ||||||||||||
Expected volatility | 75.8% - 118.6% | 0% - 84.7% | |||||||||||
Weighted-average volatility | 78.10% | 81.00% | |||||||||||
Risk-free interest rate | 0.3% - 0.9% | 0.4% - 2.2% | |||||||||||
Expected dividend yield | 0% | 0% | |||||||||||
Expected life in years | 3.5 - 8.6 | 3.5 - 8.6 | |||||||||||
The Company from time to time enters into arrangements with non-employee service providers pursuant to which it issues restricted stock vesting over specified periods for time-based services. These arrangements are accounted for under the provisions of FASB ASC 505-50 “Equity-Based Payments to Non-Employees”. Pursuant to this standard, the restricted stock is valued at the quoted price at the date of vesting. Prior to vesting, compensation is recorded on a cumulative basis based on the quoted market price at the end of the reporting period. | |||||||||||||
Loss per share—Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted average common shares outstanding for the period. Diluted loss per share is computed giving effect to all potentially dilutive common shares. Potentially dilutive common shares consist of incremental shares issuable upon the exercise of stock options and vesting of restricted shares and the conversion of outstanding convertible securities. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation. At December 31, 2013, 2012 and 2011, the Company had 20,232,230, 17,314,926 and 4,071,661 common shares, respectively, which may be issued, primarily pursuant to convertible securities, and were not included in the computation of loss per share at December 31, 2013, 2012 and 2011 because the effect would have been anti-dilutive. | |||||||||||||
Major customers—Revenues from a group of related customers represented approximately 31% of the Company’s revenue for the year ended December 31, 2013. No customer represented more than 10% of the Company’s revenue for the year ended December 31, 2012. Revenue from one customer represented approximately 42% of the Company’s revenue for the year ended December 31, 2011. | |||||||||||||
Major suppliers—The Company made purchases from two suppliers representing approximately 14% and 10% of total net purchases for the year ended December 31, 2013. The Company made purchases from four suppliers representing approximately 18%, 15%, 14% and 12% of total net purchases for the year ended December 31, 2012, and three suppliers each representing approximately 17% of total net purchases for the year ended December 31, 2011. |
Acquisitions
Acquisitions | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Acquisitions | ' | ||||||||
2 | ACQUISITIONS: | ||||||||
Tri-State—On November 15, 2013 the Company completed the acquisition of Tri-State, a distributor of Seesmart products, for cash at closing of approximately $1.8 million (including a preliminary working capital adjustment), an obligation to pay an additional $1.5 million in cash in six months bearing interest at 5% annually, 543,052 shares of common stock valued at approximately $1.6 million, of which one half were issued at closing, and an obligation to issue up to 365,628 additional shares contingent on Tri-State achieving specified revenue targets within one year following the acquisition date, which has been initially valued at approximately $0.9 million. Under the terms of the agreement the Company acquired Tri-State debt free and cash free. The Company acquired Tri-State for its management team, its client base in New York, New Jersey and Connecticut and operational and business development synergies. The purchase price exceeds the fair value of the tangible assets acquired and reflects the expected growth of the business. | |||||||||
The following amounts represent the preliminary determination of the fair value of identifiable assets acquired and liabilities assumed from the Tri-State acquisition. The purchase price is subject to adjustment based on the closing working capital, which has not yet been finalized. Any such adjustment will be reflected as an adjustment to goodwill. The final determination of the fair value of certain assets and liabilities including income taxes and contingencies will be completed within the one-year measurement period from the date of acquisition as required by the FASB ASC Topic 805, “Business Combinations.” | |||||||||
(in thousands) | |||||||||
Accounts receivable | $ | 468 | |||||||
Inventory | 310 | ||||||||
Goodwill | 2,811 | ||||||||
Customer relationships | 1,680 | ||||||||
Non-compete agreements | 480 | ||||||||
Other intangibles | 738 | ||||||||
Other assets | 38 | ||||||||
Assets acquired | 6,525 | ||||||||
Accounts payable | 440 | ||||||||
Accrued liabilities | 208 | ||||||||
Other current liabilities | 80 | ||||||||
Liabilities assumed | 729 | ||||||||
Preliminary purchase price | $ | 5,797 | |||||||
The acquired intangibles are being amortized consistent with the period the underlying cash flows are generated. All of the goodwill is included in the LED replacement lamps and fixtures reportable segments. Goodwill is expected to be deductible for income tax purposes. | |||||||||
Relume—On August 22, 2013 the Company purchased all the equity interests of Relume pursuant to the terms of the Agreement and Plan of Merger, dated as of August 9, 2013 (the “Relume Merger Agreement”) for $5 million in cash (approximately $4.3 million net of an estimated working capital adjustment) and 2,174,000 shares of common stock valued at approximately $7.3 million based on the market price of the Company’s stock on the closing date. The purchase price is subject to further adjustment to the extent that the working capital (as defined in the merger agreement) at closing differs from the amount specified in the agreement and has not been finalized. Any such adjustment will result in a corresponding adjustment to the recorded goodwill. The cash portion of the merger consideration was funded from the proceeds of the issuance of Series F Senior Convertible Redeemable Preferred Stock (the “Series F Preferred Stock”) to RVL for $5 million in cash, of which approximately $0.7 million was retained for working capital purposes. Under the terms of the Relume Merger Agreement, the Company acquired the Relume business debt free, except for capital lease obligations. | |||||||||
Relume is a manufacturer and distributor of efficient, environmentally friendly LED lighting products and control systems. Relume’s technology is used in municipal lighting, commercial signage, outdoor advertising, transportation and US military applications. Relume serves outdoor LED markets, including municipal street and roadway lights, parking lots and garages, pedestrian areas, buildings, and outdoor advertising. More than 75% of Relume’s business consists of outdoor lighting, with the remaining split between smart grid control systems and LED lighting for media and signage. The Company acquired Relume with the goal of realizing synergies, expanding its product offerings and for Relume’s developed technology. The purchase price exceeded the fair value of tangible assets because of synergies and expected growth of the business. | |||||||||
The following amounts represent the preliminary determination of the fair value of identifiable assets acquired and liabilities assumed from the Relume acquisition. The final determination of the fair value of certain assets and liabilities including income taxes and contingencies will be completed within the one-year measurement period from the date of acquisition as required by the FASB ASC Topic 805, “Business Combinations.” | |||||||||
(in thousands) | |||||||||
Cash | $ | 61 | |||||||
Accounts receivable | 851 | ||||||||
Inventory | 2,389 | ||||||||
Goodwill | 8,170 | ||||||||
Technology | 2,020 | ||||||||
Trademarks | 1,200 | ||||||||
Customer relationships | 680 | ||||||||
Other assets | 838 | ||||||||
Assets acquired | 16,209 | ||||||||
Accounts payable | 2,574 | ||||||||
Accrued liabilities | 1,891 | ||||||||
Other current liabilities | 26 | ||||||||
Capital lease obligations | 110 | ||||||||
Liabilities assumed | 4,601 | ||||||||
Preliminary purchase price | $ | 11,608 | |||||||
All of the goodwill is included in the LED replacement lamps and fixtures reportable segment. None of the goodwill is expected to be deductible for income tax purposes. | |||||||||
Elite—On March 8, 2013, LIT, a wholly owned subsidiary of the Company, acquired certain assets of Elite for $500,000 in cash and 300,000 shares of the Company’s common stock for consideration valued at $356,250 contingent on the fulfillment of customer revenue contracts acquired. Concurrently, the Company entered into a five-year sales consulting agreement with the principals of the sellers pursuant to which the Company was obligated to pay a $20,000 monthly fee plus additional fees based on achieving specified sales targets and 3% of the net profits of LIT as defined. In addition, the Company agreed to issue 850,000 shares of the Company’s common stock to the sellers, which vest over the five-year term of the agreement. | |||||||||
The transaction has been accounted for as a business combination and the issuance of the common shares vesting over five years has been accounted for as compensation pursuant to ASC 505-50 “Equity-Based Payments to Non-Employees.” The Company acquired the business primarily for the unfulfilled customer revenue contracts acquired and the estimated operating synergies expected to be realized with Seesmart. The following summarizes the preliminary purchase price allocation to the acquired assets. The final allocation will be completed within one year of the acquisition: | |||||||||
(in thousands) | |||||||||
Customer revenue contracts | $ | 1,599 | |||||||
Gain on bargain purchase | (743 | ) | |||||||
Preliminary purchase price | $ | 856 | |||||||
The Company amortized the acquired contracts over the periods of the cash flows generated by the contracts. Substantially all the contracts were amortized in 2013. | |||||||||
On October 9, 2013 the Company notified Elite LED Solutions, Inc. of the termination of the sales consulting agreement and, accordingly, cancelled the 850,000 unvested shares of common stock. As a result, no stock based compensation expense has been recognized related to these shares. | |||||||||
Seesmart—On December 20, 2012, the Company purchased all the equity interests of Seesmart pursuant to the terms of the Seesmart Merger Agreement, dated as of December 1, 2012 , for consideration of approximately $10.1 million in cash funded by the issuance of shares of Series C Senior Convertible Preferred Stock (the “Series C Preferred Stock”), approximately 7.7 million shares of common stock valued at approximately $5.0 million and 11,915 shares of Series D Preferred Stock, valued at approximately $1.0 million. The purchase price was subject to adjustment to the extent that working capital (as defined in the Seesmart Merger Agreement) at closing differed from the amount specified in the agreement. The final working capital adjustment reduced the purchase price of approximately $1.2 million and has been reflected in the financial statements as a reduction of goodwill. As described below, the Company settled outstanding convertible note obligations of Seesmart, which resulted in a total preliminary purchase price of approximately $18.3 million for the enterprise value of the business. In accordance with the relevant accounting standard, the Company’s December 31, 2012 balance sheet has been retroactively adjusted to reduce goodwill and the Seesmart purchase price obligations liability by approximately $1.3 million. | |||||||||
Under the Seesmart Merger Agreement, the Company agreed to distribute the consideration to Seesmart shareholders. During the year ended December 31, 2013, the Company issued 738 shares of Series D Preferred Stock and 1,992,996 shares of common stock and paid approximately $3.5 million as consideration for the Seesmart acquisition. In addition, the Seesmart Merger Agreement contains provisions for certain escrow amounts of cash and stock. The Company has recorded a liability for the undistributed consideration and unfunded escrow that approximates $427,000. | |||||||||
On the acquisition date, Seesmart had outstanding convertible notes payable. In accordance with the terms of the notes, the notes were converted into the right to receive cash equal to the principal, a 20% premium on the principal, plus accrued interest. On the acquisition date, the Company’s cash obligation totaled approximately $3.4 million. During the first quarter of 2013 pursuant to the terms of the Seesmart Merger Agreement, the Company offered the note holders to exchange the notes for common stock, at an exchange rate of $0.6959 per share. Holders representing approximately $1 million of the cash obligation elected to receive a total of 1,479,947 shares of common stock. The Company has recognized an approximate $68,000 reduction in the carrying value of goodwill representing the difference in the cash obligation and the value of the common stock issued, based on the market price of the Company’s common stock at the acquisition date. The remaining holders elected to be paid in cash and received approximately $2.4 million. The Seesmart convertible notes payable was completely extinguished during the first quarter of 2013. | |||||||||
The following amounts represent the final determination of the fair value of identifiable assets acquired and liabilities assumed from the Seesmart acquisition. | |||||||||
(in thousands) | |||||||||
Cash | $ | 69 | |||||||
Accounts receivable | 1,048 | ||||||||
Inventory | 1,352 | ||||||||
Goodwill | 10,166 | ||||||||
Customer relationships | 7,273 | ||||||||
Trademarks | 3,434 | ||||||||
Other assets | 334 | ||||||||
Assets acquired | 23,676 | ||||||||
Accounts payable | 2,692 | ||||||||
Accrued liabilities | 1,137 | ||||||||
Deferred revenue | 104 | ||||||||
Customer deposits | 1,467 | ||||||||
Liabilities assumed | 5,400 | ||||||||
Preliminary purchase price | $ | 18,276 | |||||||
All the goodwill is included in the LED replacement lamps and fixtures reportable segment. None of the goodwill is expected to be deductible for income tax purposes. | |||||||||
Pro forma information. The following unaudited supplemental proforma information assumes the acquisitions referred to above had been completed as of January 1, 2012 and is not indicative of the results of operations that would have been achieved had the transactions been consummated on such date or of results that might be achieved in the future. | |||||||||
(in thousands) | Year Ended | Year Ended | |||||||
December 31, 2013 | December 31, 2012 | ||||||||
Revenues | $ | 34,998 | $ | 21,976 | |||||
Loss from Continuing Operations | (19,880 | ) | (22,693 | ) | |||||
Net Loss | (19,880 | ) | (22,693 | ) | |||||
The pro forma loss from continuing operations and net loss also reflect the following charges and credits directly attributable to the acquisitions: | |||||||||
(in thousands) | Year Ended | Year Ended | |||||||
December 31, 2013 | December 31, 2012 | ||||||||
Recorded by Company: | |||||||||
Gain on bargain purchase of business | $ | 743 | $ | — | |||||
Recorded by Seesmart pre-acquisition: | |||||||||
Fee paid by sellers in connection with the transaction | — | (1,934 | ) | ||||||
Change in control premium related to debt settled | — | (530 | ) | ||||||
Recorded by Relume pre-acquisition: | |||||||||
Fees incurred by the sellers | (350 | ) | — | ||||||
Change in control payment from sellers to management | (737 | ) | — | ||||||
Loss on settlement of debt from proceeds of merger | (4,157 | ) | — | ||||||
Gain on deconsolidation of subsidiary in bankruptcy proceedings | 1,573 | — | |||||||
$ | (2,928 | ) | $ | (2,464 | ) | ||||
The pro forma loss from continuing operations and net loss reflect the following charges recorded included in the historical results of the Company that are not directly attributed to the acquisitions: | |||||||||
(in thousands) | Year Ended | Year Ended | |||||||
December 31, 2013 | December 31, 2012 | ||||||||
Change in fair value of embedded derivative | $ | (6,990 | ) | $ | — | ||||
Impairment charge | — | (3,397 | ) | ||||||
Gain on debt restructuring | — | 1,048 | |||||||
Relume loss on extinguishment of debt pre-acquisition | (1,700 | ) | |||||||
$ | (6,990 | ) | $ | (4,049 | ) | ||||
The revenue of the 2013 acquisitions, included in our 2013 results operations from their respective acquisition dates through December 31, 2013, totaled $15.3 million. The net income of the 2013 acquisitions, included in our 2013 results operations from their respective acquisition dates through December 31, 2013, totaled $0.4 million. | |||||||||
Common_Stock
Common Stock | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Common Stock | ' | ||||
3 | COMMON STOCK INVESTMENT: | ||||
On March 8, 2013, the Company, entered into, and closed, an investment agreement with Great American Insurance Company and Great American Life Insurance Company (collectively, the “Investors”), each a wholly owned subsidiary of American Financial Group, Inc. The Company issued to each Investor (i) 2,136,752 shares of the Company’s common stock and (ii) the right to receive an aggregate of up to an additional 1,250,000 shares of common stock (such number of shares is the maximum number issuable to both Investors in the aggregate) for cash of $2.5 million each, for a total investment of $5 million. The proceeds from the investment are to be used for general corporate and working capital purposes. | |||||
Under the investment agreement, the Investors are entitled to receive the additional 1,250,000 shares of common stock if the volume-weighted average price of a share of common stock as reported by Bloomberg Financial Markets for the twenty consecutive trading days ending on the last trading day prior to March 8, 2014 is less than $1.40. No shares were issued under this provision. In connection with the investment, the Company agreed to grant the Investors certain tag-along registration rights with respect to the common stock issued to the Investors. | |||||
In connection with the investment, the Company paid $100,000 in cash and issued 42,735 shares of common stock as a finder’s fee for the transaction. | |||||
Convertible Securities | ' | ||||
Common Stock | ' | ||||
10 | COMMON STOCK: | ||||
Common stock—At December 31, 2013, the Company has reserved common stock for issuance in relation to the following: | |||||
Employee stock options and restricted stock | 1,175,020 | ||||
Shares subject to warrants | 289,187 | ||||
Shares subject to Series B preferred stock | 153 | ||||
Shares subject to Series C preferred stock | 14,515,894 | ||||
Shares subject to Series C preferred stock accrued dividends | 1,013,889 | ||||
Shares subject to Series E preferred stock | 4,273,504 | ||||
Shares subject to Series F preferred stock | 1,089,775 | ||||
The Company is required to issue additional shares of common stock upon conversion of the Series C preferred stock if a liquidity event occurs (Note 9). | |||||
In addition, for so long as shares of the Series B, Series C, Series E and/or Series F (Note 9) preferred stock are outstanding, the Company is prohibited from declaring dividends without the consent of the holders of at least a majority of the then outstanding Series B, Series C, Series E and Series F preferred stock. | |||||
Stock warrants—The Company has granted a 10-year warrant (“Kingstone Warrants”) for 289,187 shares of common stock at an exercise price of $4.30 per share to Brett Kingstone. Mr. Kingstone was the chief executive officer of the Company until December 31, 2005 and was the chairman of the board of the Company until March 11, 2009. The warrant was granted on September 9, 2005. |
Discontinued_Operations
Discontinued Operations | 12 Months Ended | |
Dec. 31, 2013 | ||
Discontinued Operations | ' | |
4 | DISCONTINUED OPERATIONS: | |
On October 28, 2010, the Company signed an Asset Purchase Agreement (the “Purchase Agreement”) with Next Step Products, LLC (the “Buyer”). Pursuant to the Purchase Agreement, the Company sold substantially all of the assets (the “Asset Sale”) of the Legacy Commercial and Pool Lighting Businesses. The results of operations of the Legacy Commercial and Pool Lighting Businesses have been reflected as discontinued operations for all periods presented. | ||
Pursuant to the Purchase Agreement, the Buyer paid $1.0 million in cash in connection with closing the Asset Sale and agreed to pay approximately $1.3 million over the seven month period ending May 28, 2011. Of the total purchase price of approximately $2.3 million, approximately $1.3 million accounted for the purchase of inventory. | ||
Subject to the terms of the Purchase Agreement and a secured promissory note, approximately $1.3 million was to be paid to the Company over the seven month period ending May 28, 2011 as the Buyer sold the purchased inventory, with 50% of the agreed upon value of the inventory being paid no later than February 28, 2011 and the balance being paid no later than May 28, 2011. As of March 4, 2011, the $1.3 million balance of the purchase price was paid in full. In addition, the Buyer assumed certain liabilities related to the Legacy Commercial and Pool Lighting Businesses. Simultaneously with the closing of the Asset Sale, the Company and the Buyer also entered into a sublease for a portion of the space leased by the Company at its Orlando, Florida facility for a period of no less than six months and no greater than nine months. During 2011, the sublease agreement was extended through March 2012. |
Inventories
Inventories | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Inventories | ' | ||||||||||||
5 | INVENTORIES: | ||||||||||||
Inventories, which are purchased from third parties, consist of the following: | |||||||||||||
(in thousands) | December 31, | ||||||||||||
2013 | 2012 | ||||||||||||
Raw materials | $ | 4,450 | $ | 1,552 | |||||||||
Finished goods | 2,227 | 2,693 | |||||||||||
6,677 | 4,245 | ||||||||||||
Less provision for obsolescence | (1,254 | ) | (1,669 | ) | |||||||||
Net inventories | $ | 5,423 | $ | 2,576 | |||||||||
The following presents the changes in inventory reserves for the years indicated. | |||||||||||||
(in thousands) | Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | |||||||||||
Inventory reserve at January 1, | $ | 1,669 | $ | 895 | $ | 271 | |||||||
Additions | 1,190 | 1,346 | 628 | ||||||||||
Write offs | (1,605 | ) | (572 | ) | (4 | ) | |||||||
Inventory Reserve at December 31, | $ | 1,254 | $ | 1,669 | $ | 895 | |||||||
The Company terminated its relationship with Seesmart’s logistics supplier in 2013. All inventories were returned to Seesmart during March 2013. | |||||||||||||
As a result of deteriorating market conditions and aggressive pricing by competitors, the Company experienced a decrease in market price for certain Array products in its LED replacement lamps and fixtures segment. For the year ended December 31, 2012, the Company recorded a reserve for obsolete inventory of $387,000 due to this decrease in market price. The provision for obsolescence decreased in 2013 because certain Array inventories were written off. |
Intangible_Assets
Intangible Assets | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Intangible Assets | ' | ||||||||||||||||||||
6 | INTANGIBLE ASSETS: | ||||||||||||||||||||
At December 31, 2013, the Company had the following intangible assets subject to amortization: | |||||||||||||||||||||
(in thousands) | Gross Carrying | Accumulated | Net Carrying | ||||||||||||||||||
Amount | Amortization | Amount | |||||||||||||||||||
Patents | $ | 268 | $ | (130 | ) | $ | 138 | ||||||||||||||
Trademarks | 6,034 | (615 | ) | 5,419 | |||||||||||||||||
Customer relationships | 10,643 | (1,248 | ) | 9,395 | |||||||||||||||||
Customer contracts | 1,877 | (1,613 | ) | 264 | |||||||||||||||||
Technology | 2,020 | (67 | ) | 1,953 | |||||||||||||||||
Favorable lease | 218 | (3 | ) | 215 | |||||||||||||||||
Non-compete agreements | 480 | (10 | ) | 470 | |||||||||||||||||
Product certification and licensing costs | 61 | (46 | ) | 15 | |||||||||||||||||
$ | 21,601 | $ | (3,732 | ) | $ | 17,869 | |||||||||||||||
At December 31, 2012, the Company had the following intangible assets subject to amortization: | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
Gross Carrying | Accumulated | Net Carrying | |||||||||||||||||||
Amount | Amortization | Amount | |||||||||||||||||||
Patents | $ | 268 | $ | (107 | ) | $ | 161 | ||||||||||||||
Trademarks | 4,314 | (250 | ) | 4,064 | |||||||||||||||||
Customer relationships | 8,283 | (487 | ) | 7,796 | |||||||||||||||||
Product certification and licensing costs | 61 | (29 | ) | 32 | |||||||||||||||||
$ | 12,926 | $ | (873 | ) | $ | 12,053 | |||||||||||||||
During 2012, as a result of the Company’s deteriorating business and significantly reduced market value as of June 30, 2012, the Company performed an interim impairment test prescribed by ASC 360 for long-lived assets. The Company determined that there was no impairment of long-lived assets for the LED signage and lighting strips asset group as its undiscounted cash flows were greater than its carrying amount as of June 30, 2012. However, the Company performed an interim impairment test for long-lived assets in the Company’s LED replacement lamps and fixtures asset group and determined that the carrying amount of the asset group was not recoverable as its undiscounted cash flows were less than its carrying amount. The Company further determined that the fair value of the asset group was less than its carrying value and therefore impairment must be recorded. The Company used the discounted cash flow method under the income approach to determine the fair value of the asset group. The impairment amount was determined by allocating the shortfall of fair value as compared to the carrying amount to each long-lived asset in the asset group on a pro rata basis using the relative carrying amount of the assets, except the carrying amount of each asset cannot be reduced below its fair value. To determine the fair value of each long-lived asset, the Company used the relief from royalty method for the patents and trademarks and estimated the fair value for the property and equipment and product certifications and licensing costs using a cost approach adjusted for physical, functional and economic obsolescence. For the LED replacement lamps and fixtures asset group, the Company recorded impairment charges in 2012 totaling $996,000 for intangible assets and $393,000 for property and equipment. In addition, the Company recorded an impairment charge in 2012 of $19,000 for intangible assets included in its corporate business unit. For the year ended December 31, 2012, the Company recognized the following impairment charges for intangible assets in the Company’s LED replacement lamps and fixtures division and its corporate business unit: | |||||||||||||||||||||
(in thousands) | Gross Carrying | Accumulated | Net Carrying | Impairment | Net Carrying | ||||||||||||||||
Amount | Amortization | Amount Prior to | Recognized | Amount at | |||||||||||||||||
Impairment | December 31, 2012 | ||||||||||||||||||||
Patents | $ | 1,073 | $ | (139 | ) | $ | 934 | $ | (934 | ) | $ | — | |||||||||
Trademarks | 29 | (3 | ) | 26 | (26 | ) | — | ||||||||||||||
Product certification and licensing costs | 125 | (70 | ) | 55 | (55 | ) | — | ||||||||||||||
$ | 1,227 | $ | (212 | ) | $ | 1,015 | $ | (1,015 | ) | $ | — | ||||||||||
Patents and trademarks are amortized using the straight-line method over their useful lives ranging from 12 to 17 years. Amortization expense on patents and trademarks was $745,000, $109,000 and $123,000 for the years ended December 31, 2013, 2012 and 2011, respectively. Customer relationships are amortized using the straight-line method over their useful lives ranging from 10 to 12 years. Amortization expense on customer relationships was $1,248,000, $117,000 and $101,000 for the years ended December 31, 2013, 2012 and 2011, respectively. Technology is amortized over 10 years and related amortization expense was $67,000 in 2013. The favorable lease is amortized over 10 years and related amortization expense recorded in 2013 was $3,000. Non-compete agreements are amortized over 6 years and related amortization expense was $10,000 in 2013. Other intangible assets consist primarily of costs associated with product safety certifications (UL certifications) and Energy Star certifications. Amortization expense on other intangible assets was $46,000, $41,000 and $64,000 for the years ended December 31, 2013, 2012 and 2011, respectively. As of December 31, 2013, amortization expense on intangible assets for the next five years is estimated as follows: | |||||||||||||||||||||
(in thousands) | 2014 | 2015 | 2016 | 2017 | 2018 | ||||||||||||||||
Patents | $ | 23 | $ | 23 | $ | 23 | $ | 23 | $ | 23 | |||||||||||
Trademarks | 441 | 441 | 441 | 441 | 441 | ||||||||||||||||
Customer relationships | 975 | 975 | 975 | 975 | 908 | ||||||||||||||||
Customer contracts | 56 | 56 | 56 | 56 | 40 | ||||||||||||||||
Technology | 202 | 202 | 202 | 202 | 202 | ||||||||||||||||
Favorable Lease | 22 | 22 | 22 | 22 | 22 | ||||||||||||||||
Non-compete agreement | 80 | 80 | 80 | 80 | 80 | ||||||||||||||||
Product certification and licensing costs | 11 | 4 | — | — | — | ||||||||||||||||
Total | $ | 1,810 | $ | 1,803 | $ | 1,799 | $ | 1,799 | $ | 1,716 |
Goodwill
Goodwill | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Goodwill | ' | ||||||||||||
7 | GOODWILL: | ||||||||||||
The changes in the carrying amount of goodwill for the years ended December 31, 2013 and 2012 are presented below. As more fully described in Note 2, the goodwill balance at December 31, 2012 has been retroactively adjusted in accordance with the relevant accounting standard for business combinations. | |||||||||||||
(in thousands) | LED Replacement | LED Signage | Total | ||||||||||
Lamps and | and Lighting | ||||||||||||
Fixtures | Strips | ||||||||||||
Balance, January 1, 2012 | $ | 1,989 | $ | — | $ | 1,989 | |||||||
Seesmart acquisition | 10,166 | — | 10,166 | ||||||||||
Impairment loss | (1,989 | ) | — | (1,989 | ) | ||||||||
Balance, December 31, 2012 | 10,166 | — | 10,166 | ||||||||||
Acquisition | 10,903 | — | 10,903 | ||||||||||
Balance, December 31, 2013 | $ | 21,069 | $ | — | $ | 21,069 | |||||||
Accumulated Balances: | |||||||||||||
Goodwill | $ | 23,058 | $ | 407 | $ | 23,465 | |||||||
Accumulated impairment losses | (1,989 | ) | (407 | ) | (2,396 | ) | |||||||
Balance, December 31, 2013 | $ | 21,069 | $ | — | $ | 21,069 | |||||||
During 2012, as a result of the Company’s deteriorating business and significantly reduced market value as of June 30, 2012, the Company performed the impairment test prescribed by ASC 350 for the Company’s LED replacement lamps and fixtures segment (which was also a reporting unit) and recorded a goodwill impairment charge totaling $1,989,000 for the quarter ended June 30, 2012. | |||||||||||||
During 2011, as a result of lowering the projected revenue growth and cash flows for the LED signage and lighting strips segment, the Company performed the annual impairment test prescribed by ASC 350 for the Company’s LED signage and lighting strips segment (which is also one of the Company’s reporting units) and recorded a goodwill impairment charge totaling $407,000 for the year ended December 31, 2011. | |||||||||||||
Goodwill impairment testing is a two-step process performed at the reporting unit level. Step one compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and the market approach. The fair values calculated under the income approach and the market approach are weighted based on circumstances surrounding the reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the discount rate, the Company relies on the capital asset pricing model approach, which includes an assessment of the risk-free interest rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s size and industry and other Company specific risks. Other significant assumptions used in the income approach include the terminal value, growth rates, future capital expenditures and changes in future working capital requirements. The market approach uses key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then the second step must be completed to measure the amount of impairment, if any. Step two calculates the implied fair value of goodwill by deducting the fair value of all tangible and intangible net assets of the reporting unit from the fair value of the reporting unit as calculated in step one. In this step, the fair value of the reporting unit is allocated to all of the reporting unit’s assets and liabilities in a hypothetical purchase price allocation as if the reporting unit had been acquired on that date. If the carrying amount of goodwill exceeds the implied fair value of goodwill, an impairment loss is recognized. | |||||||||||||
In December, the Company performed step one of the impairment testing for the Seesmart and Relume reporting units, which indicated the fair value of the reporting units exceeded the net carrying amount of the net assets of the reporting units. Accordingly, step two was not performed. | |||||||||||||
Determining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates, strategic plans and future market conditions, among others. There can be no assurance that the Company’s estimates and assumptions made for purposes of the goodwill impairment testing will prove to be accurate predictions of the future. | |||||||||||||
Convertible_Promissory_Notes_a
Convertible Promissory Notes and Warrants | 12 Months Ended | |
Dec. 31, 2013 | ||
Convertible Promissory Notes and Warrants | ' | |
8 | CONVERTIBLE PROMISSORY NOTES AND WARRANTS: | |
On December 21, 2009, the Company issued $2,400,000 in principal of convertible promissory notes (the “Exchange Notes”) and warrants to purchase an aggregate of 935,040 shares of the Company’s common stock (the “Exchange Warrants”) in exchange for 480 shares of outstanding Series A preferred stock (the “Exchange”). The Exchange Warrants had an exercise price of $5.08 and expired three years from issuance. The Exchange Notes bore interest at 1% per annum, matured three years from the date of issuance and were convertible into 450,281 shares of common stock at a fixed conversion price of $5.33. There were no price-based anti-dilution provisions in the Exchange Notes or Exchange Warrants. | ||
At issuance, the value allocated to the Exchange Notes of $2,150,000 was less than the face value of $2,472,000. This original issue discount of $322,000 was being amortized through periodic charges to interest expense using the effective interest method. Amortization charges amounted to $82,000 and $107,000 during the years ended December 31, 2012 and 2011, respectively. | ||
On February 28, 2012, the Company and the holders of the Exchange Notes amended the Exchange Notes. As of the amendment date, the Exchange Notes bore interest at 10% per annum and had a maturity date of June 30, 2013. Interest on the outstanding principal amount of the Exchange Notes was due and payable on the maturity date. The Exchange Notes remained convertible into 450,281 shares of common stock at a fixed conversion price of $5.33. | ||
Concurrent with closing the Investment by RVL (Note 9), on September 25, 2012, the holders of the Exchange Notes exchanged the Exchange Notes for a total of $880,000 in cash (which payment was funded at closing from the proceeds of the Investment) and 1,000,000 newly-issued shares of the Company’s common stock (the “Note Exchange”). The Note Exchange was consummated pursuant to the terms of a termination and exchange agreement entered into by the Company and the holders of the Exchange Notes on September 12, 2012, providing for the extinguishment of the indebtedness represented by the Exchange Notes concurrent with and subject to the Investment. | ||
The Company accounted for this transaction as a troubled debt restructuring in accordance with FASB ASC 470-60, “Troubled Debt Restructurings by Debtors”. The Company recognized a gain on debt restructuring equal to the excess of the carrying amount of the Exchange Notes and related accrued interest of $141,000 over the fair value of the cash and common stock issued in the Note Exchange. For the year ended December 31, 2012, the Company recognized a gain on debt restructuring of $1,048,000, which caused basic and diluted loss per share for the year ended December 31, 2012 to decrease by $0.05. After recording the $1,048,000 gain on debt restructuring and issuing common stock valued at $588,000, the termination of the Exchange Notes resulted in an increase in the Company’s Stockholders’ Equity of $1,636,000. | ||
The Exchange Warrants issued in conjunction with the Exchange Notes expired on December 21, 2012. |
Preferred_Stock
Preferred Stock | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Preferred Stock | ' | ||||||||||||
9 | PREFERRED STOCK: | ||||||||||||
At December 31, 2013, the Company is authorized to issue 5,000,000 shares of preferred stock. | |||||||||||||
Series A Preferred Stock—The Company has designated 3,000 shares of preferred stock as Series A Preferred Stock. | |||||||||||||
The Series A preferred stock has been eliminated and there were no shares of Series A preferred stock issued and outstanding at December 31, 2013 or 2012. | |||||||||||||
Series B Preferred Stock—The Company has designated 1,000,000 shares of preferred stock as Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”). | |||||||||||||
On September 12, 2012, the Company entered into an investment agreement (the “Series B Investment Agreement”) with RVL, an affiliate of Aston. The closing of the investment occurred on September 25, 2012. In consideration of cash of $6 million (the “Investment”), the Company issued to RVL 600,000 shares of Series B Preferred Stock. The Series B Preferred Stock is convertible into shares of the Company’s common stock at a conversion price per share equal to $0.13, subject to certain anti-dilution adjustments (the “Series B Conversion Price”). The Series B Conversion Price was the closing price of the Company’s common stock on August 2, 2012, the date the Company entered into the letter of intent with respect to the Series B Investment. The proceeds from the Investment were used to extinguish the Exchange Notes and related accrued interest (see Note 8), to fund a settlement payment in connection with the settlement of the Philips lawsuit, to pay the fees and expenses in connection with the Investment and for working capital purposes. | |||||||||||||
After giving effect to the conversion of the Series B Preferred Stock and the other transactions contemplated by the Investment Agreement, the Investor owned 46,153,846 as-converted shares of common stock, or approximately 73% of the Company’s outstanding common stock. The Series B Investment resulted in a change in control of the Company. RVL is entitled to vote the Series B Preferred Stock on an as-converted basis with the Company’s common stock. During the fourth quarter of 2012, RVL converted 599,998 shares of Series B Preferred Stock into 46,153,692 shares of common stock. | |||||||||||||
The Series B Preferred Stock has a liquidation preference of $10 per share and will share ratably on an as-converted basis with the Company’s common stock in the payment of dividends and distributions. In addition, the Company is prohibited from taking certain actions specified in the Certificate of Designations with respect to the Series B Preferred Stock without the consent of the holders of at least a majority of the then outstanding shares of Series B Preferred Stock. | |||||||||||||
The Company has concluded that the Series B Preferred Stock is more akin to an equity-type instrument than a debt-type instrument. As the embedded conversion option in the Series B Preferred Stock is clearly and closely related to an equity-type host, the conversion option does not require classification and measurement as a derivative financial instrument. | |||||||||||||
A beneficial conversion feature (“BCF”) is recorded when the consideration allocated to a convertible security, divided by the number of common shares into which the security converts, is below the fair value of the common stock at the commitment date. The Company’s common stock price on the date of the Series B Investment Agreement was $0.13 per share, which was equal to the Series B Conversion Price. As the Series B Investment Agreement included certain conditions for closing, the commitment date for the Investment was deemed to be the date the shares of Series B Preferred Stock was issued. On September 25, 2012, the closing date of the Series B Investment, the Company’s common stock price had increased to $0.59 per share. As a result of the increase in the Company’s common stock price between the date of the Series B Investment Agreement and the closing of the Series B Investment, the Company recognized a BCF. The value of the BCF is limited to the basis that is initially allocated to the convertible security. The Company received cash proceeds, net of transaction costs, totaling $5,195,000 for the Series B Preferred Stock. The Company allocated the entire net proceeds of $5,195,000 to the BCF, which was initially recorded in additional paid-in capital. The BCF was treated as a deemed dividend on the Series B Preferred Stock and was accreted to the Series B Preferred Stock using the effective interest method through the date of earliest conversion. As the Series B Preferred Stock is immediately convertible, the Company included a deduction of $5,195,000 in determining loss per share for the year ended December 31, 2012. The aforementioned deemed dividend had no impact on the Company’s stockholders’ equity. | |||||||||||||
The rules of The NASDAQ Stock Market (“NASDAQ”) would have normally required that the Company’s stockholders approve the Series B Investment prior to closing the transactions contemplated by the Investment Agreement. However, NASDAQ granted the Company an exception from this stockholder voting requirement under Listing Rule 5635(f), which provides that an exception may be granted when (i) the delay in securing stockholder approval would seriously jeopardize the financial viability of the enterprise and (ii) reliance on such exception has been expressly approved by the audit committee of the board of directors (the “Board”) comprised solely of independent, disinterested directors. NASDAQ also granted the Company an exception from the voting rights requirements of Listing Rule 5640 and IM-5640 with respect to the transactions contemplated by the Series B Investment Agreement. | |||||||||||||
Series C Preferred Stock—The Company has designated 25,000 shares of preferred stock as Series C Senior Convertible Preferred Stock , par value $0.001 per share (the “Series C Preferred Stock”). | |||||||||||||
On December 20, 2012, the Company entered into an investment agreement (the “Series C Investment Agreement”) with RVL, and closed the transactions contemplated by the Series C Investment Agreement (the “Series C Investment”). The Company issued to RVL 10,000 shares of the Series C Preferred Stock, for cash of $10 million (the “Series C Investment”). The proceeds from the Series C Investment were used to fund the Seesmart acquisition (Note 2), to pay fees and expenses in connection with the Series C Investment Agreement and the Seesmart Merger Agreement, and for working capital purposes. | |||||||||||||
The Series C Preferred Stock was initially non-voting and non-convertible. The Series C Preferred Stock became voting and convertible into shares of the Company’s common stock effective May 15, 2013, following the Company’s compliance with the requirements of Rule 14c-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the written consent of the majority stockholder of the Company, dated as of December 20, 2012, approving the issuance of common stock upon conversion of the Series C Preferred Stock pursuant to NASDAQ Listing Rule 5635. The Series C Preferred Stock is convertible into shares of common stock at a conversion price per share equal to $0.6889, subject to certain anti-dilution adjustments (the “Series C Conversion Price”). | |||||||||||||
RVL has the right to appoint four members to the Company’s board of directors (the “Board”), with the size of the Board not to exceed seven members. RVL’s right to appoint four directors will decline proportionately to take into account subsequent material reductions in RVL’s ownership position in the Company. In addition, for so long as shares of Series C Preferred Stock are outstanding, the Company will be prohibited from taking certain actions specified in the Series C Certificate of Designations without the consent of the holders of at least a majority of the then outstanding shares of Series C Preferred Stock, including, among other things, authorization of additional shares of capital stock, increases in the size of the Board, declaration of dividends, consummation of certain business combination transactions, and incurrence of indebtedness and liens. | |||||||||||||
The Series C Preferred Stock will have a liquidation preference per share equal to the greater of (i) $1,000 (subject to customary adjustments with respect to events affecting the Series C Preferred Stock) plus accrued but unpaid dividends and (ii) such amount as would have been received had the Series C Preferred Stock converted into common stock immediately prior to the liquidation. | |||||||||||||
In the event of a change in control of the Company or a merger or recapitalization in which the Series C Preferred Stock is converted into property or securities other than shares of common stock, the Series C Preferred Stock will be automatically converted into common stock at a premium of 150% (if such event occurs prior to December 20, 2017) or 125% (if such event occurs on or after December 20, 2017) of the Series C Stated Value (as defined in the Series C Certificate of Designations) in place immediately prior to such event. Furthermore, from and after December 20, 2017, if the trading price of a share of common stock exceeds 200% of the Series C Conversion Price then in effect for any twenty (20) trading days in the immediately preceding thirty consecutive trading day period, the Company shall have the right to automatically convert the Series C Preferred Stock into common stock at the Series C Conversion Price. | |||||||||||||
Each share of Series C Preferred Stock shall be entitled to receive cumulative dividends payable at a rate per annum of 10% of the Series C Stated Value on the date of issuance (i.e. $1,000). Such dividends shall be payable through the issuance of additional shares of Series C Preferred Stock on each anniversary of the date of issuance, shall not be paid in cash, and will accrue and accumulate daily. Additionally, the Series C Preferred Stock shall share ratably on an as converted basis with the common stock in the payment of all other dividends and distributions. For the year ended December 31, 2013, the Company accrued dividends of approximately $1,014,000. | |||||||||||||
The Company has concluded that the Series C Preferred Stock is more akin to an equity-type instrument than a debt-type instrument. As the embedded conversion option in the Series C Preferred Stock is clearly and closely related to an equity-type host, the conversion option does not require classification and measurement as a derivative financial instrument. As the Company’s common stock price was less than the Series C Conversion Price on the issuance date, the Company has not recognized a BCF. | |||||||||||||
Series D Preferred Stock—The Company has designated 13,000 shares of preferred stock as Series D Convertible Preferred Stock, par value $0.001 per share (the “Series D Preferred Stock”). | |||||||||||||
On December 20, 2012, the Company issued 11,177 shares of newly-created Series D Preferred Stock, as partial consideration in the Seesmart acquisition (see Note 2). In the first quarter of 2013, the Company issued the remaining 738 shares of Series D Preferred Stock pursuant to the Seesmart Merger Agreement. The Series D Preferred Stock is non-voting and was initially non-convertible. The Series D Preferred Stock has a liquidation preference of $100 per share and will share ratably on an as-converted basis with the Company’s common stock in the payment of dividends and distributions. On May 15, 2013, all 11,915 shares of Series D Preferred Stock were automatically converted into 1,712,167 shares of common stock at a conversion price per share equal to $0.6959 (the “Series D Conversion Price”). | |||||||||||||
The Company has concluded that the Series D Preferred Stock is more akin to an equity-type instrument than a debt-type instrument. As the embedded conversion option in the Series D Preferred Stock is clearly and closely related to an equity-type host, the conversion option does not require classification and measurement as a derivative financial instrument. As the Company’s common stock price was less than the Series D Conversion Price on the issuance date, the Company did not recognized a BCF. | |||||||||||||
During 2013, the shares of Series D Preferred Stock were converted into shares of common stock in accordance with their terms. Accordingly as of December 31, 2013, no shares of Series D Preferred Stock remain outstanding. | |||||||||||||
Series E Preferred Stock—The Company has designated 10,000 shares of preferred stock as Series E Senior Convertible Redeemable Preferred Stock, par value $0.001 per share (the “Series E Preferred Stock”). | |||||||||||||
On February 21, 2013, the Company issued 5,000 shares of Series E Preferred Stock pursuant to an investment agreement with RVL (the “Series E Investment Agreement”) for cash of $5 million. The Series E Preferred Stock is redeemable and convertible. The Series E Preferred Stock was initially non-voting and non-convertible and became voting and convertible into shares of the Company’s common stock on May 15, 2013. The Series E Preferred Stock is convertible into common stock at a conversion price per share equal to $1.17, subject to certain anti-dilution adjustments (the “Series E Conversion Price”). | |||||||||||||
In accordance with the Series E Certificate of Designations, the holders of the Series E Preferred Stock have the same Board representation and consent rights as the Series B Shares and Series C Shares. The Series E Preferred Stock will have a liquidation preference (the “Series E Liquidation Preference”) per share equal to the greater of (i) $1,000 (subject to customary adjustments with respect to events affecting the Series E Preferred Stock, the “Series E Stated Value”) plus accrued but unpaid dividends and (ii) such amount as would have been received had the Series E Preferred Stock converted into common stock immediately prior to the liquidation. | |||||||||||||
The Company has the option to redeem all or any part of the Series E Preferred Stock for cash at any time subject to RVL’s right to convert and require delivery of shares of common stock. The redemption price to be paid by the Company is equal to 110% of the Series E Liquidation Preference if the shares of Series E Preferred Stock are redeemed on or before the first anniversary of the date of the original issuance of shares of Series E Preferred Stock (the “Original Issue Date”), 105% of the Liquidation Preference if the Series E Preferred Stock redeemed after the first anniversary of the Original Issue Date but on or prior to the second anniversary of the Original Issue Date, and the Series E Liquidation Preference if the shares of Series E Preferred Stock are redeemed at any time thereafter. | |||||||||||||
At the option of the holders of two-thirds of the then-outstanding shares of Series E Preferred Stock, the Company must redeem the number of shares of Series E Preferred Stock so requested for cash at the Series E Liquidation Preference. Such option can only be exercised on or after the third anniversary of the Original Issue Date. | |||||||||||||
Each share of Series E Preferred Stock shall be entitled to receive dividends (the “Series E Dividend”) payable at a rate per annum of 5% of the Series E Stated Value then in effect (the “Series E Dividend Rate”). To the extent funds are legally available and the Company is not contractually prohibited from paying such Series E Dividend, the Series E Dividend must be declared and paid from and including the Original Issue Date on each six-month anniversary of the Original Issue Date. At the holder’s option, such dividends are payable through the issuance of additional shares of Series E Preferred Stock or in cash. To the extent the Company is unable to pay any Series E Dividend (i.e. in the event funds are not legally available or the Company is contractually prohibited from making payment), any such unpaid Series E Dividend shall be cumulative and shall accrue and compound on a quarterly basis at the then applicable Dividend Rate. Such unpaid Series E Dividend shall be paid as soon as funds are legally available or as soon as the Company is no longer contractually prohibited from paying such Series E Dividend, as applicable. Additionally, the Series E Preferred Stock shall share ratably on an as-converted basis with the common stock in the payment of all other dividends and distributions. For the year ended December 31, 2013, the Company accrued dividends of $218,000. | |||||||||||||
The Company has classified the Series E Preferred Stock as temporary equity in the financial statements as it is subject to mandatory redemption at the option of the holder. The Company has concluded that the Series E Preferred Stock is more akin to a debt-type instrument than an equity-type instrument. The embedded conversion option in the Series E Preferred Stock is not clearly and closely related to a debt-type host and is further discussed below. The redemption call by the issuer and the redemption put by the holder were deemed to be clearly and closely related to the host contract and therefore were not separated from the host instrument. The call by the issuer was exercisable at the balance sheet date, but was not deemed to be under the control of the Company since the principal holder of the Series E Preferred Stock holds the majority of the Company’s voting rights; accordingly the Series E Preferred Stock was accreted to the redemption amount in effect on the balance sheet date. As the Company’s common stock closing price immediately preceding the issuance date was equal to the Series E Conversion Price, the Company has not recognized a BCF. | |||||||||||||
The embedded conversion feature was not deemed to be closely and clearly related to the debt-type host instrument and before the modification described below did not meet the requirements for classification as equity. Accordingly, it was accounted as a liability at fair value with subsequent changes in fair value included in earnings. The change in fair value of the embedded derivative included in the statement of earnings was $ 7.0 million were for the year ended December 31, 2013. On May 14, 2013, the host instrument was modified by eliminating certain provisions that prevented the embedded conversion feature from meeting the criteria for classification as equity. Accordingly, the fair value of the embedded conversion liability of $8.6 million as of May 14, 2013 was reclassified to paid in capital. The following gives pro forma effect to the results of operations for the year ended December 31, 2013 had the modification been effective on February 21, 2013: | |||||||||||||
(in thousands) | |||||||||||||
As Reported | Series E Adjustments | Proforma | |||||||||||
Revenue | $ | 26,060 | $ | — | $ | 26,060 | |||||||
Gross profit | 9,952 | — | 9,952 | ||||||||||
Operating loss | (10,522 | ) | — | (10,522 | ) | ||||||||
Other income (expenses) | (6,299 | ) | 6,990 | 691 | |||||||||
Net loss | $ | (16,821 | ) | $ | 6,990 | $ | (9,831 | ) | |||||
Dividends and accretion to redemption value of Series E and F | (3,650 | ) | 1,636 | (2,014 | ) | ||||||||
Net loss attributable to common stockholders | $ | (20,471 | ) | $ | 8,626 | $ | (11,845 | ) | |||||
Basic and diluted loss per common share: | |||||||||||||
Loss from continuing operations attributable to common stockholders | $ | (0.26 | ) | $ | (0.15 | ) | |||||||
Net loss attributable to common stockholders | $ | (0.26 | ) | $ | (0.15 | ) | |||||||
Series F Preferred Stock—The Company has designated 10,000 shares of preferred stock as Series F Senior Convertible Redeemable Preferred Stock, par value $0.001 per share (the “Series F Preferred Stock”). | |||||||||||||
On August 22, 2013, the Company issued 5,000 shares of Series F Preferred Stock pursuant to an investment agreement with RVL (the “Series F Investment Agreement”) for cash of $5 million. The Series F Preferred Stock is voting and redeemable. The shares of Series F Preferred Stock are convertible into common stock at a conversion price per share equal to $4.5881, subject to certain anti-dilution adjustments (the “Series F Conversion Price”). | |||||||||||||
In accordance with the Series F Certificate of Designations, the holders of the shares of Series F Preferred Stock have the same Board representation and consent rights as the Series B, C and E Preferred Stock. The shares of Series F Preferred Stock have a liquidation preference (the “Series F Liquidation Preference”) per share equal to the greater of (i) $1,000 (subject to customary adjustments with respect to events affecting the Series F Preferred Stock, the “Series F Stated Value”) plus accrued but unpaid dividends and (ii) such amount as would have been received had the Series F Preferred Stock converted into common stock immediately prior to the liquidation. | |||||||||||||
The Company has the option to redeem all or any part of the Series F Preferred Stock for cash at any time subject to RVL’s right to convert and require delivery of shares of common stock. The redemption price to be paid by the Company is the Series F Liquidation Preference plus $100,000 if the shares of Series F Preferred Stock are redeemed on or before the fifth anniversary of the date of the original issuance of shares of Series F Preferred Stock (the “Original Issue Date”), or the Series F Liquidation Preference if the shares of Series F Preferred Stock are redeemed after the fifth anniversary of the Original Issue Date. | |||||||||||||
At the option of the holders of two-thirds of the then-outstanding shares of Series F Preferred Stock, the Company must redeem the number of shares of Series F Preferred Stock so requested for cash at the Series F Liquidation Preference. Such option can only be exercised on or after the third anniversary of the Original Issue Date. | |||||||||||||
Each shares of Series F Preferred Stock shall be entitled to receive dividends (the “Series F Dividend”) payable at a rate per annum of 7% of the Series F Stated Value then in effect (the “Series F Dividend Rate”). Such dividends shall be payable in cash or in kind; provided that the Company shall not pay Series F Dividends in kind through the issuance of any shares of Series F Preferred Stock to the extent that such issuance would require prior approval of the stockholders of the Company pursuant to NASDAQ Listing Rule 5636, and in lieu of such issuance shall make such dividend payment in cash. To the extent funds are legally available and the Company is not contractually prohibited from paying such Series F Dividend, the Series F Dividend must be declared and paid from and including the Original Issue Date on each six-month anniversary of the Original Issue Date. At the holder’s option, such dividends are payable through the issuance of additional Series F Shares or in cash. To the extent the Company is unable to pay any Series F Dividend (i.e. in the event funds are not legally available or the Company is contractually prohibited from making payment), any such unpaid Series F Dividend shall be cumulative and shall accrue and compound on a quarterly basis at the then applicable Series F Dividend Rate. Such unpaid Series F Dividend shall be paid as soon as funds are legally available or as soon as the Company is no longer contractually prohibited from paying such Series F Dividend, as applicable. Additionally, the Series F Preferred Stock shall share ratably on an as-converted basis with the common stock in the payment of all other dividends and distributions. For the year ended December 31, 2013, the Company accrued Series F Dividends of $129,000. | |||||||||||||
The Company has classified the Series F Preferred Stock as temporary equity in the financial statements as it is subject to mandatory redemption at the option of the holder. The Company has concluded that the Series F Preferred Stock is more akin to a debt-type instrument than an equity-type instrument. The embedded conversion option in the Series F Preferred Stock is not clearly and closely related to a debt-type host. However it meets the criteria for classification as equity, and accordingly has not been separated from the host instrument. The redemption call by the issuer and the redemption put by the holder were deemed to be clearly and closely related to the host contract and therefore were not separated from the host instrument. The call by the issuer was exercisable at the balance sheet date, but was not deemed to be under the control of the Company since the principal holder of the Series F Preferred Stock holds the majority of the Company’s voting rights; accordingly the preferred stock was accreted to the redemption amount in effect on the balance sheet date. As the Company’s common stock closing price immediately preceding the issuance date was less than the Series F Conversion Price, the Company has not recognized a BCF. | |||||||||||||
Liquidation Preferences—The following summarize the order of seniority of liquidation preference: | |||||||||||||
1 | Series F preferred stock | ||||||||||||
2 | Series E preferred stock | ||||||||||||
3 | Series C preferred stock | ||||||||||||
4 | Series B preferred stock | ||||||||||||
5 | Series D preferred stock (on parity with common stock) |
Stock_Option_Plans
Stock Option Plans | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Stock Option Plans | ' | ||||||||||||||||
11 | STOCK OPTION PLANS: | ||||||||||||||||
On September 18, 2003, the Company adopted a new stock option plan (the “2003 Plan”) that provides for the grant of incentive stock options and nonqualified stock options, and reserved 450,000 additional shares of the Company’s common stock for future issuance under the plan. The 2003 Plan was subsequently amended to increase the number of shares reserved for issuance thereunder to 670,000. During 2008, the 2003 Plan was further amended to increase the number of shares reserved for issuance to 810,000. In the first quarter of 2010, the 2003 Plan was further amended to increase the number of shares reserved for issuance thereunder to 1,160,000. The option price of incentive stock options must be at least 100% of market value at the date of the grant and incentive stock options have a maximum term of 10 years. Options granted typically vest ratably over a three-year period or based on achievement of performance criteria. The Company grants selected executives and other key employees share option awards, whose vesting is contingent upon meeting various departmental and company-wide performance goals including meeting sales targets and net profit targets. In March 2009, the Company amended the 2003 Plan to extend the post-service termination exercise period of nonstatutory stock options granted to directors for their service to the Company as directors from three months after the director’s termination date to the tenth anniversary of the date of grant. The 2003 Plan does not contain any provisions which would trigger automatic vesting upon a change in control. The Board has determined that no awards will be made pursuant to the 2003 Plan in the future. As of December 31, 2013, 406,353 shares of common stock were vested and exercisable under the 2003 Plan. | |||||||||||||||||
The average fair value of options granted at market during 2012 and 2011 was $0.39 and $2.24 per option, respectively. The total intrinsic value of options exercised during the years ended December 31, 2013 was $95,000. No options were exercised in 2012 and 2011. The aggregate intrinsic value of the outstanding options at December 31, 2013 was $98,000. At December 31, 2013, there were 407,020 options outstanding under both plans. | |||||||||||||||||
The following table summarizes activity of the stock option plans: | |||||||||||||||||
Shares | Number of | Weighted | |||||||||||||||
Available | Shares | Average | |||||||||||||||
for Future Grant | Outstanding | Exercise | |||||||||||||||
Under Option | Price | ||||||||||||||||
Balance, January 1, 2011 | 423,618 | 670,355 | $ | 4.6 | |||||||||||||
Options granted at market | (224,250 | ) | 224,250 | 2.32 | |||||||||||||
Options exercised | — | — | — | ||||||||||||||
Options forfeited or expired | 154,585 | (157,585 | ) | 2.95 | |||||||||||||
Balance, December 31, 2011 | 353,953 | 737,020 | $ | 4.26 | |||||||||||||
Options granted at market | (54,250 | ) | 54,250 | 0.54 | |||||||||||||
Options exercised | — | — | — | ||||||||||||||
Options forfeited or expired | 81,467 | (84,467 | ) | 1.83 | |||||||||||||
Balance, December 31, 2012 | 381,170 | 706,803 | $ | 4.27 | |||||||||||||
Options granted at market | — | — | — | ||||||||||||||
Options exercised | 108,146 | (108,146 | ) | 2.45 | |||||||||||||
Options forfeited or expired | 191,637 | (191,637 | ) | 4.76 | |||||||||||||
Balance, December 31, 2013 | 680,953 | 407,020 | $ | 4.52 | |||||||||||||
A summary of the non-vested shares as of December 31, 2013 and changes during the year ending December 31, 2013 is presented below: | |||||||||||||||||
Non-vested Shares | Shares | Weighted-Average | |||||||||||||||
Grant-Date | |||||||||||||||||
Fair Value | |||||||||||||||||
Non-vested at January 1, 2013 | 5,602 | $ | 0.99 | ||||||||||||||
Granted | — | — | |||||||||||||||
Vested | (767 | ) | 2.39 | ||||||||||||||
Forfeited | (4,168 | ) | 1.67 | ||||||||||||||
Non-vested at December 31, 2013 | 667 | $ | 1.23 | ||||||||||||||
As of December 31, 2013, the total future compensation cost related to non-vested stock option awards is estimated to be nominal for the years ending December 31, 2014 and 2015 respectively. | |||||||||||||||||
The total fair value of shares vested during the years ended December 31, 2013, 2012 and 2011 was approximately $2,000, $158,000 and $253,000, respectively. | |||||||||||||||||
Prior to 2012 Company granted selected executives and other key employees share option awards, whose vesting is contingent upon meeting various departmental and company-wide performance goals including meeting sales targets and net profit targets. No performance options were granted during 2013 and 2012. The grant date weighted average fair value of performance options granted during 2011 was $2.49. As of December 31, 2013, there was no unrecognized compensation cost related to non-vested performance options. A summary of activity of options that vested upon achievement of certain performance criteria under the 2003 Plan as of December 31, 2013 and changes during the year then ended is presented below. These shares were also included in the summary of activity of stock option plans for the year ended December 31, 2013 above. | |||||||||||||||||
Performance Based Shares | Shares | Weighted | Weighted | Aggregate | |||||||||||||
Average | Average | Intrinsic | |||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Contractual Term | ||||||||||||||||
Outstanding at January 1, 2011 | 132,260 | $ | 4.14 | 6.18 | $ | — | |||||||||||
Granted | 130,000 | 2.15 | |||||||||||||||
Options exercised | — | — | |||||||||||||||
Forfeited or expired | (101,020 | ) | 2.15 | ||||||||||||||
Outstanding at December 31, 2011 | 161,240 | $ | 3.79 | 6.74 | $ | — | |||||||||||
Granted | — | — | |||||||||||||||
Options exercised | — | — | |||||||||||||||
Forfeited or expired | — | — | |||||||||||||||
Outstanding at December 31, 2012 | 161,240 | $ | 3.79 | 4.91 | $ | — | |||||||||||
Granted | — | — | |||||||||||||||
Options exercised | — | — | |||||||||||||||
Forfeited or expired | 153,600 | 3.71 | 3.83 | — | |||||||||||||
Outstanding at December 31, 2013 | 7,640 | 5.3 | 5.45 | — | |||||||||||||
Exercisable at December 31, 2013 | 7,640 | $ | 5.3 | 5.45 | $ | — | |||||||||||
At the stockholder meeting on May 15, 2013, shareholders approved the 2013 Stock Incentive Plan (the “2013 Plan”). An aggregate of 2,000,000 shares of the Company’s common stock may be issued pursuant to the 2013 Plan to officers, employees, non-employee directors and consultants of the Company and its affiliates. Awards under the plan may be in the form of stock options, which may constitute incentive stock options, or non-qualified stock options, restricted shares, restricted stock units, performance awards, stock bonus awards, share appreciation rights and other stock based awards. Stock options will be issued at an exercise price not less than 100% of the market value at the date of grant and expire no later than ten years after the date of grant. Through December 31, 2013, no stock options have been awarded under the plan. Stock awards typically vest over three years but vesting periods for non-employees may vest for longer periods or based on the achievement of performance goals. | |||||||||||||||||
The weighted average term of employee restricted stock is three years. During the year ended December 31, 2013, the Company issued 1,257,500 restricted shares under the 2013 Plan to employees and non-employee service providers of which 26,000 were forfeited. At December 31, 2013, 768,500 shares are available for issuance under the 2013 Plan. Unrecognized compensation expense for employee restricted stock grants outstanding at December 31, 2013 amounted to $1,019,000. The weighted average grant date fair value is $1.94 per share. | |||||||||||||||||
Stock-based compensation expense for employees recognized in the accompanying statements of operations for the years ended December 31, 2013, 2012 and 2011 was $302,000, $45,000 and $301,000, respectively. Stock-based compensation recorded with respect to non-employee service providers during the year ended December 31, 2013 was $506,000. There was no such compensation recorded for years ended December 31, 2012 and 2011. |
Operating_Leases
Operating Leases | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Operating Leases | ' | ||||||||||||
12 | OPERATING LEASES: | ||||||||||||
Lumificient has an operating lease with Schany Family Limited Partnership for approximately 13,200 square feet of office and warehouse space. The Company acquired Lumificient on April 30, 2008. Base rent under the lease at April 30, 2008 was $5,202 per month and increases 2% annually each July. In addition to base rent, Lumificient is required to pay its pro rata share of the property’s operating expenses, including property taxes, insurance and non-structural repairs. The lease originally terminated on February 28, 2010. On December 28, 2009, Lumificient entered into a new three year lease with Schany Family Limited Partnership through February 28, 2013. The lease includes an option for an additional two year extension through February 28, 2015. Monthly base rent under the lease at March 1, 2010 is $5,412 and increases 2% annually each March. In 2012, Lumificient exercised its option to extend the lease for the additional two year period. | |||||||||||||
On July 29, 2009, Seesmart entered into an operating lease agreement expiring on October 31, 2012 with Westpac Insurance Services, Inc. for approximately 12,200 square feet of office and warehouse space in Simi Valley, California. An officer of Seesmart personally guarantees the lease. During 2012, Seesmart extended the lease through October 31, 2015. Base rent under the agreement beginning November 1, 2012 is $15,810 and increases 2% annually each November. Seesmart is also responsible for maintaining certain minimum insurance requirements as well as Seesmart’s portion of certain common area maintenance charges and property taxes. | |||||||||||||
On February 23, 2009, Seesmart entered into an operating lease agreement expiring June 1, 2014 with Gallant Investments, LLC for approximately 10,000 square feet of office space in Crystal Lake, Illinois. Base rent under the lease at December 20, 2012 is $6,147 per month and the base rent increases 3% annually on July 1, 2013. Seesmart is responsible for maintaining certain minimum insurance requirements as well as Seesmart’s portion of certain common area maintenance charges, property taxes and utilities. | |||||||||||||
On October 30, 2012, Progress 44, Inc., a company affiliated with Seesmart’s President Raymond Sjolseth, entered into an operating lease agreement expiring March 31, 2015 with Stamp Factory, LLC for approximately 1,500 square feet of office space in Evanston, Illinois. Base rent under the lease at December 20, 2012 is $1,825 per month and the base rent increases to $1,880 per month beginning in January 2014. The lessee is responsible for maintaining certain minimum insurance requirements as well as the lessee’s portion of certain common area maintenance charges, property taxes and utilities. Pursuant to the December 20, 2012 acquisition of Seesmart, the Company assumed the lease and agreed to reimburse Progress 44, Inc. for any lease payments made subsequent to the acquisition date. | |||||||||||||
The Company subleases approximately 6,626 square feet from L-1 Investment Partners, LLC (L-1), a company affiliated with Aston and RVL, on a month to month basis, for its Corporate Headquarters. The Company pays L-1 $21,355 monthly, representing its proportionate share of the space under the underlying lease, which expires on March 31, 2015. Consistent with the underlying lease, base rent increases to $22,087 per month beginning in April 2014. The lessee in the underlying lease is also responsible for a portion of the building maintenance charges, property taxes and utilities and a proportionate amount is allocated to the Company. | |||||||||||||
On August 5, 2013, Lighting Integration Technologies, LLC entered into an operating lease agreement expiring April 30, 2015 with 4500 PGA BLVD Joint Venture, LLP for approximately 3,011 square feet of office space in Palm Beach Gardens, Florida. Base rent under the lease is $4,517 per month and the base rent increases 3% annually on September 1, 2014. LIT is responsible for maintaining certain minimum insurance requirements as well as LIT’s portion of certain common area maintenance charges, property taxes and utilities in the amount of $1,847 per month. | |||||||||||||
On March 30, 2012, Relume Technologies, Inc. entered into an operating lease agreement expiring July 31, 2017 with Balt Properties, LLC for approximately 44,922 square feet of warehouse space and 1,500 square feet of office space at 1795 N. Lapper Road and 1785 N. Lapeer Road, Oxford Township, Michigan, respectively. Base rent under the lease at is $15,000 per month. Relume is responsible for monthly estimates, paid in advance, of property taxes, which will not be assessed until the second year of the lease and insurance of $450 per month. | |||||||||||||
On April 5, 2010, Tri-State LED, Inc. entered into an operating lease agreement expiring March 31, 2015 with Mill Beech, LLC for approximately 5,230 square feet of business space in Greenwich, CT. Base rent under the lease is $5,230 per month and the base rent increases 3% annually on April 1, 2012. The lessee is responsible for maintaining certain minimum insurance requirements as well as the lessee’s portion of certain common area maintenance charges, property taxes and utilities. | |||||||||||||
The following schedule shows the total rent expense for operating leases: | |||||||||||||
(in thousands) | Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | |||||||||||
Rent expense | $ | 577 | $ | 301 | $ | 480 | |||||||
Less sublease rentals | (47 | ) | (35 | ) | (142 | ) | |||||||
Total rent expense | $ | 530 | $ | 266 | $ | 338 | |||||||
The future minimum payment obligations as of December 31, 2013 under the operating leases described above are as follows: | |||||||||||||
2014 | $ | 681 | |||||||||||
2015 | 493 | ||||||||||||
2016 | 276 | ||||||||||||
2017 | 115 | ||||||||||||
2018 | 3 | ||||||||||||
Total future payment obligations | $ | 1,568 |
Risk_Concentrations
Risk Concentrations | 12 Months Ended | |
Dec. 31, 2013 | ||
Risk Concentrations | ' | |
13 | RISK CONCENTRATIONS: | |
The Company’s financial instruments that are exposed to concentrations of credit risk consist of cash, cash equivalents, trade accounts receivable and accounts payable. The Company places its cash and cash equivalents with high credit quality institutions. At times such balances may be in excess of the FDIC insurance limit. | ||
Revenue from one customer represented approximately 42% of the Company’s revenue for the year ended December 31, 2011. At December 31, 2011, the Company had trade accounts receivables due from this customer totaling $40,000. Sales to this customer were not significant in 2013 and 2012. A group of related customer represented approximately 31% of the 2013 revenues. No receivables are outstanding from this group at December 31, 2013. | ||
A portion of the Company’s LEDs and LED lighting products and systems are manufactured by select contract manufacturers. While the Company believes alternative manufacturers for the production of these products are available, the Company has selected these particular manufacturers based on their ability to consistently produce these products per the Company’s specifications ensuring the best quality product at the most cost effective price. | ||
The Company depends on these manufacturers to satisfy performance and quality specifications and to dedicate sufficient production capacity for finished products within scheduled delivery times. Accordingly, the loss of one or more of these manufacturers or delays in obtaining shipments could have a material adverse effect on the Company’s operations until such time as an alternative manufacturer could be found. | ||
On October 11, 2011, the Company was informed that one of its contract manufacturers in China had ceased operations. The contract manufacturer originally produced certain components for the Company’s PAR38 lamp and had begun manufacturing the Company’s PAR20 and PAR30 lamps, among other products. As a result of the closure, the Company expensed $85,000 of net equipment, $6,000 of product certifications and $20,000 of working capital related to the contract manufacturer in the year ended December 31, 2011. The delay in shifting production to another manufacturer did not have a material adverse effect on the Company’s business. |
Vendor_Concessions
Vendor Concessions | 12 Months Ended | |
Dec. 31, 2013 | ||
Vendor Concessions | ' | |
14 | VENDOR CONCESSIONS: | |
As the Company’s financial condition deteriorated during the first nine months of 2012, it became necessary for the Company to accelerate its cash conservation measures, including delaying or withholding payments to vendors. In conjunction with the September 2012 investment by RVL, certain accounts payable vendors and service providers agreed to accept payments less than the outstanding balance owed to them. For the year ended December 31, 2012, the Company recognized a gain from vendor concessions of $154,000 which is included in selling, general and administrative expense and caused basic and diluted loss per share for the year ended December 31, 2012 to decrease by $0.01. As a result of the investment and subsequent payments to our suppliers and service providers, the Company believes it has successfully restored its relationship and credit with the Company’s primary vendors. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Income Taxes | ' | ||||||||||||||||||||||||
15 | INCOME TAXES: | ||||||||||||||||||||||||
As of December 31, 2013, the Company reported net operating loss carry forwards for federal and state income tax purposes of $22,505,000 and $34,993 000, respectively, which expire between 2018 and 2033. As of December 31, 2012, the Company reported net operating loss carry forwards for federal and state income tax purposes of $48,751,000 and $32,402,000, respectively, which expire between 2013 and 2032. Utilization of net operating loss carryforwards is dependent on generating future taxable income of the appropriate type and in the appropriate jurisdiction. In addition, as a result of transactions consummated during 2012 and 2013, including the issuance of common and preferred stock by the Company and the acquisition of Seesmart and Relume, substantially all of the Company’s net operating loss carryforwards are subject to limitations imposed by Section 382 of the Internal Revenue Code. The determination of such limitations is complex and requires a significant amount of analysis and review of past transactions, including those related to transactions involving acquired companies and their predecessors. During 2013 the Company performed an evaluation of the Section 382 limitations on the use of net operating loss carryforwards and determined that net operating loss carryforwards of $35,110,980 would not be realized within the carryforward periods and accordingly reduced the related deferred tax assets and valuation allowance. The Company has recognized a full valuation allowance related to its remaining net deferred tax assets, including the remaining net operating loss carryforwards. | |||||||||||||||||||||||||
Components of deferred tax assets (liabilities) are as follows: | |||||||||||||||||||||||||
(in thousands) | December 31, | ||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||
Accounts receivable | $ | 58 | $ | 194 | |||||||||||||||||||||
Inventories | 473 | 809 | |||||||||||||||||||||||
Accrued expenses | 825 | 281 | |||||||||||||||||||||||
Depreciation | 40 | (44 | ) | ||||||||||||||||||||||
Intangible assets | (5,320 | ) | (3,817 | ) | |||||||||||||||||||||
Stock options | 1,015 | 755 | |||||||||||||||||||||||
Deferred revenue | 46 | (144 | ) | ||||||||||||||||||||||
Other | 6 | 2 | |||||||||||||||||||||||
Net operating loss carry forwards | 9,316 | 18,151 | |||||||||||||||||||||||
6,459 | 16,187 | ||||||||||||||||||||||||
Valuation allowance | (6,459 | ) | (16,187 | ) | |||||||||||||||||||||
$ | — | $ | — | ||||||||||||||||||||||
In accordance with FASB ASC 740 “Income Taxes”, valuation allowances are provided against deferred tax assets if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. | |||||||||||||||||||||||||
The Company has not recorded a provision for income taxes in 2013, 2012 and 2011 as the deferred tax benefits of the net losses were offset by a corresponding increase in the deferred tax valuation allowance. The following is a reconciliation of tax computed at the statutory federal rate to the income tax expense in the statements of operations for the years ended December 31, 2013, 2012 and 2011: | |||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||
(in thousands) | 2013 | 2012 | 2011 | ||||||||||||||||||||||
Amount | % | Amount | % | Amount | % | ||||||||||||||||||||
Tax benefit at statutory federal rate | $ | (5,719 | ) | $ | (34.0 | ) | $ | (2,916 | ) | (34.0 | ) | $ | (1,859 | ) | (34.0 | ) | |||||||||
Deferred state tax benefit | (258 | ) | (1.5 | ) | (618 | ) | (7.2 | ) | (21 | ) | (0.4 | ) | |||||||||||||
Change in valuation allowance | (10,446 | ) | (62.1 | ) | 2,810 | 32.8 | 1,682 | 30.8 | |||||||||||||||||
Goodwill impairment | — | — | 676 | 7.9 | 135 | 2.4 | |||||||||||||||||||
Adjustment to net operating loss carryforwards | 13,828 | 82.2 | 41 | 0.5 | 53 | 1 | |||||||||||||||||||
Non-deductible expenses | 2,595 | 15.4 | 7 | 0 | 10 | 0.2 | |||||||||||||||||||
Income tax expense | $ | — | $ | — | $ | — | — | $ | — | — | |||||||||||||||
Segment_Reporting
Segment Reporting | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Segment Reporting | ' | ||||||||||||
16 | SEGMENT REPORTING: | ||||||||||||
The Company’s operations are principally managed on a product basis and are comprised of two reportable segments for financial purposes: LED replacement lamps and fixtures and LED signage and lighting strips. The LED replacement lamps and fixtures reportable segment includes the Seesmart operating segment, including the Array business, which has been integrated with the Seesmart operating segment, the Relume operating segment, the LIT operating segment and the Tri-State operating segment, each of which are also reporting units. The LED signage and lighting strips segment is comprised of the Lumificient operating segment which is also a reporting unit. Financial information relating to the reportable operating segments for the years ended December 31, 2013, 2012 and 2011 is presented below: | |||||||||||||
(in thousands) | Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | |||||||||||
Revenues from external customers: | |||||||||||||
LED replacement lamps and fixtures | $ | 22,823 | $ | 792 | $ | 4,939 | |||||||
LED signage and lighting strips | 3,237 | 3,689 | 4,049 | ||||||||||
Total revenues from external customers | $ | 26,060 | $ | 4,481 | $ | 8,988 | |||||||
Segment loss: | |||||||||||||
LED replacement lamps and fixtures | $ | (3,495 | ) | $ | (5,820 | ) | $ | (952 | ) | ||||
LED signage and lighting strips | (174 | ) | (195 | ) | (470 | ) | |||||||
Segment loss | (3,669 | ) | (6,015 | ) | (1,422 | ) | |||||||
Unallocated amounts: | |||||||||||||
Corporate expenses | (6,853 | ) | (3,402 | ) | (3,876 | ) | |||||||
Change in fair value of embedded derivative | (6,990 | ) | — | — | |||||||||
Gain on debt restructuring | — | 1,048 | — | ||||||||||
Gain on bargain purchase of business | 743 | — | — | ||||||||||
Interest expense, net | (52 | ) | (210 | ) | (127 | ) | |||||||
Loss from continuing operations | $ | (16,821 | ) | $ | (8,579 | ) | $ | (5,425 | ) | ||||
Depreciation and amortization: | |||||||||||||
LED replacement lamps and fixtures | $ | 1,799 | $ | 156 | $ | 276 | |||||||
LED signage and lighting strips | 1,298 | 237 | 252 | ||||||||||
Segment depreciation and amortization | 3,097 | 393 | 528 | ||||||||||
Corporate depreciation and amortization | 25 | 101 | 226 | ||||||||||
Total depreciation and amortization | $ | 3,122 | $ | 494 | $ | 754 | |||||||
As of December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Segment assets: | |||||||||||||
LED replacement lamps and fixtures | $ | 53,014 | $ | 24,548 | |||||||||
LED signage and lighting strips | 4,524 | 4,737 | |||||||||||
Total segment assets | 57,538 | 29,285 | |||||||||||
Elimination of intercompany receivable | (14,231 | ) | (3,989 | ) | |||||||||
Other corporate assets | 8,955 | 5,981 | |||||||||||
Total assets | $ | 52,262 | $ | 31,277 | |||||||||
Expenditures for segment assets: | |||||||||||||
LED replacement lamps and fixtures | $ | 100 | $ | 82 | |||||||||
LED signage and lighting strips | 11 | 21 | |||||||||||
Total expenditures for segment assets | 111 | 103 | |||||||||||
Corporate expenditures for assets | 25 | — | |||||||||||
Total expenditures for assets | $ | 136 | $ | 103 | |||||||||
Net revenues by geographic location, based on location of customers, were as follows: | |||||||||||||
(in thousands) | December 31, | ||||||||||||
2013 | 2012 | 2011 | |||||||||||
United States | $ | 25,243 | $ | 3,901 | $ | 8,022 | |||||||
Canada | 574 | 383 | 600 | ||||||||||
Other | 243 | 197 | 366 | ||||||||||
Total | $ | 26,060 | $ | 4,481 | $ | 8,988 | |||||||
Net long-lived assets by geographic locations were as follows: | |||||||||||||
(in thousands) | December 31, | ||||||||||||
2013 | 2012 | 2011 | |||||||||||
United States | $ | 18,489 | $ | 12,364 | $ | 2,826 | |||||||
Mexico | — | — | 203 | ||||||||||
Canada | — | — | 142 | ||||||||||
Other | 137 | 8 | 116 | ||||||||||
Total | $ | 18,626 | $ | 12,372 | $ | 3,287 | |||||||
Benefit_Plans
Benefit Plans | 12 Months Ended | |
Dec. 31, 2013 | ||
Benefit Plans | ' | |
17 | BENEFIT PLANS: | |
The Company has established a profit sharing plan that permits participants to make contributions by salary reduction pursuant to Section 401(k) of the Internal Revenue Code of 1986, as amended. On November 1, 2008, the Company elected to cease matching contributions. The Company elected to reinstate the matching contribution during 2013. During 2013 we had $15,000 in expenses related to the plan. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended | |
Dec. 31, 2013 | ||
Related Party Transactions | ' | |
18 | RELATED PARTY TRANSACTIONS: | |
Aston Capital Financing—In February 2014 the Company entered in an arrangement with an affiliate of our Chairman and Chief Executive Officer, pursuant to which the company borrowed $3.5 million for general corporate purposes. The borrowing bears interest at 9% annually and matures on April 1, 2015. The Company has the option to prepay the loan at any time without penalty. | ||
Investment Agreements—The Company has entered into three separate investment agreements with RVL, an affiliate of Aston and the Company’s Chairman and Chief Executive Officer, whereby the Company issued to RVL Series B, C, E and F Convertible Preferred stock for cash aggregating approximately $26 million. The terms of the Series B, C, E and F Convertible Preferred stock are described in Note 9. In addition, an affiliate of RVL purchased 75,000 shares of common stock from the Company for $192,000 at the closing market price of the stock on the date purchased. | ||
Customer Financing—In 2013, Aston provided $9.9 million in financing to a related group of customers of the Company who used the proceeds to repay its obligations to the Company for the purchase of Company products. The Company has no obligations to Aston with respect to the financing arrangements between the customer and Aston. The Company’s obligations to the customer are limited to the standard warranty obligation on the products sold. | ||
Management Agreement—On April 9, 2013, the Company ratified a management services agreement with Aston (the “Management Agreement”) to memorialize certain management services that Aston has been providing to the Company since RVL acquired majority control of the Company’s voting securities in September 2012. Pursuant to the Management Agreement, Aston provides consulting services in connection with financing matters, budgeting, strategic planning and business development, including, without limitation, assisting the Company in (i) analyzing the operations and historical performance of target companies; (ii) analyzing and evaluating the transactions with such target companies; (iii) conducting financial, business and operational due diligence, and (iv) evaluating related structuring and other matters. In consideration of the services provided by Aston under the Management Agreement, the Company issued 500,000 shares of restricted common stock to Aston to vest in three equal annual increments, with the first such vesting date being September 25, 2013. The Audit Committee of the Board will consider from time to time (at a minimum at such times when the Compensation Committee of the Board evaluates director compensation) whether additional compensation to Aston is appropriate given the nature of the services provided. | ||
Relocation of Corporate Headquarters—During the first quarter of 2013, the Company relocated its corporate headquarters to Stamford, Connecticut to a space also occupied by affiliates of the Company’s Chairman and Chief Executive Officer. The terms and conditions of the arrangement have not been finalized but the Audit Committee of the Board agreed to an allocation of the costs of the Stamford headquarters between Aston and the Company. Costs allocated to the Company amounted to $85,000 for the year ended December 31, 2013. | ||
RVL Transaction Fees—Pursuant to the Series E and Series F Investment Agreement with RVL, the Company agreed to pay certain transaction costs incurred by RVL in connection with its investment. For the year ended December 31, 2013, the Company incurred $33,000 related to these costs. Pursuant to the Series B and C investment agreements with RVL, the Company agreed to pay certain transaction costs incurred by RVL in connection with its investments. For the year-ended December 31, 2012, the Company incurred $343,000 related to these costs. | ||
Contingencies
Contingencies | 12 Months Ended | |
Dec. 31, 2013 | ||
Contingencies | ' | |
19 | CONTINGENCIES: | |
In the ordinary course of business, the Company may become a party to various legal proceedings generally involving collection actions, contractual matters, infringement actions, product liability claims and other matters. | ||
On March 26, 2012, Koninklijke Philips Electronics N.V. and Philips Solid-State Lighting Solutions, Inc. (collectively, “Philips”) filed a lawsuit (civil action no. 12-cv-10549) in the United States District Court for the District of Massachusetts against the Company alleging that the Company’s Array and certain other products infringe certain of Philips’ patents for LED lighting. In August 2012, the Company entered into a settlement agreement and patent license agreement ending the patent litigation brought by Philips. In connection with the settlement and patent license agreement, Philips granted the Company an ongoing, royalty-bearing license to the comprehensive portfolio of patented LED technologies and solutions offered under Philips’ LED luminaire and retrofit bulb licensing program. The license allows the Company to continue the manufacture and sale of LED-based lighting products, including the Array® brand of LED replacement light bulbs. In September 2012, the Company paid Philips a one-time, lump-sum royalty fee to address past sales and patent royalty agreement for future sales. In conjunction with the settlement and patent license agreement, on October 3, 2012, the parties filed a joint stipulation requesting dismissal of the lawsuit, and on October 4, 2012, the action was dismissed without prejudice. | ||
Prior to the merger of the Company, Seesmart also received a letter from Philips expressing concern that some of the Seesmart LED products utilize patented technologies and an interest in discussing Seesmart’s LED based products and Philips’ portfolio and licensing program. After negotiations between Philips and the Company, Philips granted the Company and its affiliates, including Seesmart and Relume, an ongoing, royalty-bearing license to the comprehensive portfolio of patented LED technologies and solutions offered under Philips’ LED luminaire and retrofit bulb licensing program. In February, 2014, the Company paid Philips a one-time, lump-sum royalty fee to address past sales by its subsidiaries, which has been reflected in the 2013 Consolidated Financial Statements. | ||
On May 10, 2011, the CAO Group, Inc. (“CAO”) filed a lawsuit (civil action no. 2:11-cv-00426) in the United States District Court for the District of Utah Central Division against the Company alleging that the Company’s Array and certain other products infringe three of CAO’s patents for LED lighting. The complaint also lists GE Lighting, Osram Sylvania, Lighting Science Group Corporation, Sharp Electronics Corporation, Toshiba International Corporation, Feit Electric Company, Inc., and Lights of America, Inc. as defendants. The plaintiff is seeking injunctive relief, monetary damages and reimbursement of its attorney’s fees and costs. The Company is evaluating CAO’s claims. The Company intends to vigorously defend its products. In September 2012, GE Lighting and Osram Sylvania filed requests for reexaminations of the three asserted CAO patents with the United States Patent and Trademark Office (“PTO”). The court stayed the litigation through February 28, 2013, pending a decision on the requests to grant the reexaminations. In November and December of 2012, the PTO ordered the reexamination of at least the independent claims of the patents. The parties of the lawsuit have jointly agreed to stay the lawsuit until after the issuance by the United States Patent Office of a notice of intent to issue a reexamination certificate in any one of the identified reexaminations. The order for the stay was issued March 22, 2013. On October 1, 2013, the court administratively closed the case and indicated that the case may be reopened upon motion by plaintiffs or defendants. | ||
On August 15, 2013, pursuant to the Agreement and Plan of merger, dated as of August 9, 2013, by and among the Company, Relume Acquisition Company, Inc., Relume Technologies, Inc., Beringea Invest Michigan, LLC as noteholder representative and the noteholders named therein (the “Relume Merger Agreement”), Relume Corporation, a wholly-owned subsidiary of Relume, filed a voluntary petition under Chapter 7 of the Bankruptcy Code. Relume was obligated to make quarterly royalty payments to Relume Corporation for the use of a patent that expires on September 23, 2016. The royalty is calculated at 5% of the net selling prices of specified products during the life of the patent. Relume was also a creditor of Relume Corporation, for unpaid loans totaling approximately $4.2 million. Revolution, Relume, Relume Corporation and third party creditors entered into a Settlement Agreement and Release of Claims whereby Revolution and Relume agreed to pay $400,000 for a full settlement and release of all existing and future claims against Revolution and Relume. On February 19, 2014, the U.S. Bankruptcy Court for the Eastern District of Michigan, Southern Division, entered an order authorizing the Trustee to compromise claims and approving the Settlement Agreement and Release of Claims. The settlement has been reflected in the 2013 consolidated financial statements. |
Financings
Financings | 12 Months Ended | |
Dec. 31, 2013 | ||
Financings | ' | |
20 | FINANCINGS: | |
On October 24, 2013 a subsidiary of the Company entered into a loan and finance agreement with a financial institution pursuant to which the subsidiary can borrow up to 85% against eligible accounts receivable as defined in the agreement up to a maximum of $1.5 million. On January 31, 2014 the company entered into similar loan and finance agreement with the same institution pursuant to which another subsidiary can borrow up to 85% against eligible accounts receivables up to a maximum of $0.5 million. Borrowings under the arrangements bear interest at a rate of 1.75% above the prime rate reported by the Wall Street Journal but not less than 5%. The company is also obligated to pay an annual fee of 1% of the maximum amount that may be borrowed under the arrangement as well a monthly maintenance fee of 0.5 % on the higher of monthly average outstanding principal balance or a specified minimum and certain other fees. The borrowings are repaid as the receivables are collected, are collateralized by specified assets of the subsidiaries and are guaranteed by Revolution. Under the terms of the agreement the subsidiaries are prohibited from paying dividends and making distributions to the Company. Borrowings outstanding as of December 31, 2013 amount to approximately $0.9 million. | ||
Subsequent_Events
Subsequent Events | 12 Months Ended | |
Dec. 31, 2013 | ||
Subsequent Events | ' | |
21 | Subsequent Events | |
Revolution Lighting Technologies, Inc. (“Revolution”) entered into an Agreement and Plan of Merger, dated as of March 6, 2014 (the “Merger Agreement”), by and among Revolution, Value Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Revolution (“Merger Sub”), Value Lighting, Inc., a Georgia corporation (“Value Lighting”), AL Enterprises, Inc., a Texas corporation (“AL Enterprises”), Value Lighting of Houston, LLC, a Texas limited liability company (“Value Houston”), and together with Value Lighting and AL Enterprises, the (“Value Lighting Group”), and the Stockholders named therein (the “Stockholders”). Pursuant to the Merger Agreement Revolution will acquire the businesses of the Value Lighting Group, a leading supplier of lighting solutions to the multifamily housing and construction markets. | ||
The purchase price will consist of $35.6 million, of which $7.5 million will be financed with bank debt and paid in cash on the closing date (less the amount of existing indebtedness in excess of $3.5 million as of the closing and subject to increase or decrease as a result of a customary working capital adjustment based on a target working capital of approximately $9.1 million), and $28.1 million to be paid through the issuance of shares of common stock of Revolution (“Revolution Stock”) on the six (6), twelve (12), eighteen (18) and twenty-four (24) month anniversaries of the closing date as set forth in the Merger Agreement. (the “Subsequent Payment”). The Subsequent Payment will consist of up to 6,245,000 shares of Revolution Stock, provided, that if the value of such shares based on the volume weighted average trading price per share of Revolution Stock over the twenty (20) trading days ending with the last trading day preceding the closing date is less than the amount of the Subsequent Payment, Revolution shall pay to the Stockholders additional consideration consisting of cash and/or additional shares of Revolution stock, as determined by Revolution in its sole discretion. In addition, the Stockholders will have the opportunity to receive additional consideration of up to $10 million based upon the achievement of 2014 sales revenue and EBITDA targets of $53 million and $6.36 million, respectively, and 2015 sales revenue and EBITDA targets of $63.5 million and $7.62 million, respectively (the “Earn-Out Payments”). The Earn-Out Payments are payable in any combination of cash or shares of Revolution Stock, as determined by Revolution in its sole discretion, such shares to be valued based on the volume weighted average trading price per share of Revolution Stock over the twenty (20) trading days ending with the last trading day preceding the applicable determination date. | ||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Liquidity | ' | ||||||||||||
Liquidity—At December 31, 2013, the Company has cash on hand of approximately $1.8 million. In the last three fiscal years the Company has used cash for operations of approximately $8.1 million, $5.1 million and $3.4 million. The 2013 cash flows include approximately $3.5 million cash paid for acquisition related costs and severance and transition costs. During the year ended December 31, 2013, the Company issued convertible redeemable preferred stock to RVL for cash of approximately $10 million and common stock to unaffiliated investors for approximately $5 million in cash and borrowed approximately $0.9 million under an accounts receivable financing facility. At December 31, 2013 the Company had negative working capital of approximately $3.1 million, excluding cash and cash equivalents of $1.8 million, compared to negative working capital at December 31, 2012 of approximately $6.2 million, excluding cash and cash equivalents of approximately $4.4 million. The improvement reflects the payment of obligations arising from the Seesmart acquisition, which was funded from the proceeds of the issuance of common and preferred stock. | |||||||||||||
While the Company used cash for operations in 2013 as it integrated Seesmart, Relume, LIT and Tri-State, invested in the growth of the Company and implemented its growth strategy, the Company believes it has adequate resources to meet its cash requirements in the foreseeable future. Subsequent to December 31, 2013, the Company entered into another receivable financing arrangement pursuant to which the Company can borrow up to $0.5 million and an arrangement with Aston Capital, LLC (affiliate of the Company’s Chairman and controlling shareholder) pursuant to which the Company borrowed $3.5 million. | |||||||||||||
Although the Company has realized revenues of approximately $26.1 million during the year ended December 31, 2013, the Company faces significant challenges in order to achieve profitability and there can be no assurance that the Company will achieve or sustain positive cash flows from operations or profitability. The Company’s ability to meet its obligations in the ordinary course of business is dependent upon its ability to establish profitable operations or raise additional capital through public or private debt or equity financing, or other sources of financing to fund operations, as well as support from our controlling stockholder. There can be no assurance such financing will be available on terms acceptable to the Company, if at all, or that any financing transaction will not be dilutive to the Company’s current stockholders. | |||||||||||||
In addition, to accelerate the growth of our operations in response to new market opportunities or to acquire other technologies or businesses, we may need to raise additional capital. Additional capital may come from several sources, including the incurrence of indebtedness or the issuance of additional common stock, preferred stock, debt (whether convertible or not) or other securities. Increased indebtedness could negatively affect our liquidity and operating flexibility. The issuance of any additional securities could, among other things, result in substantial dilution of the percentage ownership of our stockholders at the time of issuance, result in substantial dilution of our earnings per share, and adversely affect the prevailing market price for our common stock. In addition, we may not be able to obtain additional financing on terms favorable to us, if at all. If additional funds become necessary and are not available on terms favorable to us, or at all, we may be unable to expand our business or pursue an acquisition and our business, results of operations and financial condition may be materially adversely affected | |||||||||||||
Principles of Consolidation | ' | ||||||||||||
Principles of consolidation—The consolidated financial statements include the accounts of Revolution Lighting Technologies, Inc. and its wholly owned subsidiaries, Lumificient, Seesmart, Relume, LIT and Tri-State. Significant inter-company accounts and transactions have been eliminated. | |||||||||||||
Use of Estimates | ' | ||||||||||||
Use of estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to revenue recognition, valuation of accounts receivable and inventories, warranty obligations, purchase price allocation of acquired businesses, impairment of long lived assets and goodwill, valuation of financial instruments, income taxes, and contingencies. Actual results could differ from those estimates. | |||||||||||||
Revenue Recognition | ' | ||||||||||||
Revenue recognition—The Company recognizes revenue for its products upon shipment or delivery to customers in accordance with the respective contractual arrangements, provided no significant obligations remain and collection is probable. For sales that include customer acceptance terms, revenue is recorded after customer acceptance. It is the Company’s policy that all sales are final. Requests for returns are reviewed on a case by case basis. As revenue is recorded, the Company accrues an estimated amount for product returns as a reduction of revenue. | |||||||||||||
Revenues from merchandise shipped to a logistics supplier for Seesmart, who had the contractual right to return merchandise in inventory, were recognized when the merchandise was delivered by the logistics supplier to the end user. Payments received from the logistics supplier prior to recognizing the related revenue were recorded as customer deposits. During March 2013, the Company terminated the relationship with the logistics supplier. All inventories were returned to Seesmart in March 2013 for approximately $789,000. | |||||||||||||
Pursuant to agreements with distributors, which provide the distributors with the rights to purchase and resell inventory, the Company receives upfront fees for ongoing support obligations during the term of the agreement. Such fees are amortized by the Company over the term of the contracts which range from three to ten years. Unamortized distributor fees are included in deferred revenue in the accompanying consolidated balance sheets. | |||||||||||||
The Company from time to time enters into multiple element arrangements, primarily the delivery of products and installation services. The Company allocates the sales value to each element based on its best estimate of the selling price and recognizes revenues in accordance with the relevant standard for each element. | |||||||||||||
The Company has elected to record sales tax revenue on a gross basis (included in revenues and costs). For the year ended December 31, 2013, revenues from sales taxes were approximately $547,000. Prior to 2013, sales taxes were immaterial. | |||||||||||||
Warranties and Product Liability | ' | ||||||||||||
Warranties and product liability—The Company’s products typically carry a warranty that ranges from one to seven years and includes replacement of defective parts. A warranty reserve is recorded for the estimated costs associated with warranty expense related to recorded sales, which is included within accrued liabilities. Changes in the Company’s warranty liability for the years ended December 31, 2013, 2012 and 2011 are as follows: | |||||||||||||
(in thousands) | Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | |||||||||||
Warranty liability at January 1, | $ | 346 | $ | 43 | $ | 47 | |||||||
Warranty liability assumed in acquisitions | 101 | 303 | — | ||||||||||
Provisions for current year sales | 348 | 6 | 16 | ||||||||||
Current year claims | (198 | ) | (6 | ) | (20 | ) | |||||||
Warranty liability at December 31, | $ | 597 | $ | 346 | $ | 43 | |||||||
Fair Value Measurements | ' | ||||||||||||
Fair value measurements—The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: | |||||||||||||
Level 1—Quoted prices in active markets for identical assets or liabilities. | |||||||||||||
Level 2—Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable. | |||||||||||||
Level 3—Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing. | |||||||||||||
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2013. The Company uses the market approach to measure fair value for its Level 1 financial assets and liabilities, which includes cash equivalents of $107,000 and $3,693,000 at December 31, 2013 and 2012, respectively. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The respective carrying value of certain balance sheet financial instruments approximates its fair value. These financial instruments include cash, trade receivables, related party payables, accounts payable and accrued liabilities. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and they are receivable or payable on demand. | |||||||||||||
The fair value of assets and liabilities accrued in business combinations and reporting units and long lived assets used in the related asset impairment tests utilize inputs classified as Level 3 in the fair value hierarchy (Notes 6 and 7). | |||||||||||||
The Company used Level 1 and Level 2 inputs to estimate the fair value of the embedded derivative related to the Series E preferred stock. The Company used Level 2 inputs to value the Series D convertible preferred stock taking into account a lack of marketability discount, as well as the market value of the common shares in which the preferred stock can be converted on the issuance date. Such inputs are also utilized to value contingent consideration related to acquisitions. | |||||||||||||
Derivative Financial Instruments | ' | ||||||||||||
Derivative financial instruments—The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risk. Terms of convertible preferred stock and convertible promissory note instruments are reviewed to determine whether or not they contain embedded derivative instruments that are required to be accounted for separately from the host contract, and recorded on the balance sheet at fair value. The fair value of derivative liabilities is required to be revalued at each reporting date, with corresponding changes in fair value recorded in current period operating results. | |||||||||||||
Freestanding warrants issued by the Company in connection with the issuance or sale of debt and equity instruments are considered to be derivative instruments, and are evaluated and accounted for in accordance with the provisions of ASC 815. Pursuant to ASC 815, an evaluation of specifically identified conditions is made to determine whether the fair value of warrants issued is required to be classified as equity or as a derivative liability. | |||||||||||||
Beneficial Conversion and Warrant Valuation | ' | ||||||||||||
Beneficial conversion and warrant valuation—In accordance with FASB ASC 470-20, “Debt with Conversion and Other Options” the Company records a beneficial conversion feature (“BCF”) related to the issuance of convertible debt or preferred stock instruments that have conversion features at fixed rates that are in-the-money when issued. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. The intrinsic value is generally calculated at the commitment date as the difference between the conversion price and the fair value of the common stock or other securities into which the security is convertible, multiplied by the number of shares into which the security is convertible. If certain other securities, such as warrants, are issued with the convertible security, the proceeds are allocated among the different components. The portion of the proceeds allocated to the convertible security is divided by the contractual number of the conversion shares to determine the effective conversion price which is used to measure the BCF. The effective conversion price is used to compute the intrinsic value. The value of the BCF is limited to the basis that is initially allocated to the convertible security. | |||||||||||||
Cash Equivalents | ' | ||||||||||||
Cash equivalents—Temporary cash investments with an original maturity of three months or less are considered to be cash equivalents. | |||||||||||||
Accounts Receivable | ' | ||||||||||||
Accounts receivable—Accounts receivable are customer obligations due under normal trade terms. The Company performs continuing credit evaluations of its customers’ financial condition. The Company records an allowance for doubtful accounts based upon factors surrounding the credit risk of certain customers and specifically identified amounts that it believes to be uncollectible. Recovery of bad debt amounts previously written off is recorded as a reduction of bad debt expense in the period the payment is collected. If the Company’s actual collection experience changes, revisions to its allowance may be required. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. The following summarizes the changes in the allowance for doubtful accounts for the periods indicated. | |||||||||||||
(in thousands) | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Allowance for doubtful accounts at January 1, | $ | 57 | $ | 53 | $ | 36 | |||||||
Additions | 170 | 17 | 19 | ||||||||||
Write-offs | (17 | ) | (13 | ) | (2 | ) | |||||||
Allowance for doubtful accounts at December 31, | $ | 210 | $ | 57 | $ | 53 | |||||||
Inventories | ' | ||||||||||||
Inventories—Inventories are stated at the lower of cost (first-in, first-out) or market. A reserve is recorded for any inventory deemed excessive or obsolete. | |||||||||||||
Property and Equipment | ' | ||||||||||||
Property and equipment—Property and equipment are stated at cost or fair value if acquired as part of a business combination. Depreciation is computed by the straight-line method and is charged to operations over the estimated useful lives of the assets. Maintenance and repairs are charged to expense as incurred. The carrying amount and accumulated depreciation of assets sold or retired are removed from the accounts in the year of disposal and any resulting gain or loss is included in results of operations. The estimated useful lives of property and equipment are as follows: | |||||||||||||
Estimated useful lives | |||||||||||||
Machinery and equipment | 3-7 years | ||||||||||||
Furniture and fixtures | 5-7 years | ||||||||||||
Computers and software | 3-7 years | ||||||||||||
Motor vehicles | 5 years | ||||||||||||
Leasehold improvements | Lesser of lease term or estimated useful life | ||||||||||||
Intangible Assets and Goodwill | ' | ||||||||||||
Intangible assets and goodwill—Goodwill is not amortized, but is subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company performs an annual impairment assessment for goodwill during the fourth quarter of each year for Seesmart, Relume and Tri-State and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing is a two-step process performed at the reporting unit level. Step one compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and market approaches. The fair values calculated under the income approach and market approaches are weighted based on circumstances surrounding the reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting unit which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the discount rate, the Company relies on the capital asset pricing model approach which includes an assessment of the risk-free interest rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s size and industry and other Company specific risks. Other significant assumptions used in the income approach include the terminal value, growth rates, future capital expenditures and changes in future working capital requirements. The market approaches use key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then the second step must be completed to measure the amount of impairment, if any. Step two calculates the implied fair value of goodwill by deducting the fair value of all tangible and intangible net assets of the reporting unit from the fair value of the reporting unit as calculated in step one. In this step, the fair value of the reporting unit is allocated to all of the reporting unit’s assets and liabilities in a hypothetical purchase price allocation as if the reporting unit had been acquired on that date. If the carrying amount of goodwill exceeds the implied fair value of goodwill, an impairment loss is recognized in an amount equal to the excess. | |||||||||||||
Determining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates, strategic plans and future market conditions, among others. There can be no assurance that the Company’s estimates and assumptions made for purposes of the goodwill impairment testing will prove to be accurate predictions of the future. | |||||||||||||
Long-lived Assets | ' | ||||||||||||
Long-lived assets—The Company evaluates the recoverability of its long-lived assets whenever events or changes in circumstances have indicated that an asset may not be recoverable. The long-lived asset is grouped with other assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. If the sum of the projected undiscounted cash flows is less than the carrying value of the assets, the assets are written down to the estimated fair value. | |||||||||||||
Deferred Rent | ' | ||||||||||||
Deferred rent—The Company accounts for certain operating leases containing predetermined fixed increases of the base rental rate during the lease term as rental expense on a straight-line basis over the lease term. The Company has reported the difference between the amounts charged to operations and amounts payable under the leases as a liability in the accompanying consolidated balance sheets. | |||||||||||||
Shipping and Handling Costs | ' | ||||||||||||
Shipping and handling costs—Shipping and handling costs related to the acquisition of goods from vendors are included in cost of sales. | |||||||||||||
Research and Development | ' | ||||||||||||
Research and development—Research and development costs to develop new products are charged to expense as incurred. | |||||||||||||
Advertising | ' | ||||||||||||
Advertising—Advertising costs, included in selling, general and administrative expenses, are expensed when the advertising first takes place. The Company promotes its product lines primarily through print media and trade shows, including trade publications, and promotional brochures. Advertising expenses were $339,000, $171,000 and $205,000 for the years ended December 31, 2013, 2012 and 2011, respectively. | |||||||||||||
Income Taxes | ' | ||||||||||||
Income taxes—Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes resulting from temporary differences. Such temporary differences result from differences in the carrying value of assets and liabilities for tax and financial reporting purposes. The deferred tax assets and liabilities represent the future tax consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. | |||||||||||||
The Company applies the provisions of FASB ASC 740-10, “Accounting for “Uncertainty in Income Taxes”, and has not recognized a liability pursuant to that standard. In addition, a reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there are no unrecognized benefits since the date of adoption. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. | |||||||||||||
The Company has provided a full valuation allowance related to income tax benefits resulting from losses incurred and accumulated on operations (“NOLs”). The NOLs are subject to limitations under the provisions of Section 382 of the Internal Revenue Code of 1986, as amended. The Company has analyzed the limitations and their impact and has recognized deferred tax assets for those NOLs that are not subject to limitations. The Company has recognized a full valuation allowance related to its net deferred tax assets, and the adjustments to the deferred tax assets related to the NOLs were offset by a corresponding adjustment to the valuation allowance. | |||||||||||||
No provision for income taxes has been recorded for the years ended December 31, 2013, 2012 and 2011 since the tax benefits of the losses incurred have been offset by a corresponding increase in the deferred tax valuation allowance. | |||||||||||||
Stock-based Compensation | ' | ||||||||||||
Stock-based compensation—The Company recognizes the cost of employee or director services received in exchange for an award of equity instruments in the financial statements, which is measured based on the grant date fair value of the award. Stock-based compensation expense is recognized over the period during which an employee is required to provide service in exchange for the award (typically, the vesting period). | |||||||||||||
The Company values restricted stock awards to employees at the quoted market price on the grant date. The Company estimates the fair value of option awards issued under its stock option plans on the date of grant using a Black-Scholes option-pricing model that uses the assumptions noted below. The Company estimates the volatility of its common stock at the date of grant based on the historical volatility of its common stock. The Company determines the expected life based on historical experience with similar awards, giving consideration to the contractual terms, vesting schedules and post-vesting forfeitures. For shares that vest contingent upon achievement of certain performance criteria, an estimate of the probability of achievement is applied in the estimate of fair value. If the goals are not met, no compensation cost is recognized and any previously recognized compensation cost is reversed. The Company bases the risk-free interest rate on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term approximately equal to the expected life of the award. The Company has never paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. In addition, the Company separates the grants into homogeneous groups and analyzes the assumptions for each group. No options were granted during the year ended December 31, 2013. For the years ended December 31, 2012 and 2011, the Company computed expense for each group utilizing the following assumptions: | |||||||||||||
Years Ended December 31, | |||||||||||||
2012 | 2011 | ||||||||||||
Expected volatility | 75.8% - 118.6% | 0% - 84.7% | |||||||||||
Weighted-average volatility | 78.10% | 81.00% | |||||||||||
Risk-free interest rate | 0.3% - 0.9% | 0.4% - 2.2% | |||||||||||
Expected dividend yield | 0% | 0% | |||||||||||
Expected life in years | 3.5 - 8.6 | 3.5 - 8.6 | |||||||||||
The Company from time to time enters into arrangements with non-employee service providers pursuant to which it issues restricted stock vesting over specified periods for time-based services. These arrangements are accounted for under the provisions of FASB ASC 505-50 “Equity-Based Payments to Non-Employees”. Pursuant to this standard, the restricted stock is valued at the quoted price at the date of vesting. Prior to vesting, compensation is recorded on a cumulative basis based on the quoted market price at the end of the reporting period. | |||||||||||||
Loss Per Share | ' | ||||||||||||
Loss per share—Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted average common shares outstanding for the period. Diluted loss per share is computed giving effect to all potentially dilutive common shares. Potentially dilutive common shares consist of incremental shares issuable upon the exercise of stock options and vesting of restricted shares and the conversion of outstanding convertible securities. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation. At December 31, 2013, 2012 and 2011, the Company had 20,232,230, 17,314,926 and 4,071,661 common shares, respectively, which may be issued, primarily pursuant to convertible securities, and were not included in the computation of loss per share at December 31, 2013, 2012 and 2011 because the effect would have been anti-dilutive. | |||||||||||||
Major Customers | ' | ||||||||||||
Major customers—Revenues from a group of related customers represented approximately 31% of the Company’s revenue for the year ended December 31, 2013. No customer represented more than 10% of the Company’s revenue for the year ended December 31, 2012. Revenue from one customer represented approximately 42% of the Company’s revenue for the year ended December 31, 2011. | |||||||||||||
Major Suppliers | ' | ||||||||||||
Major suppliers—The Company made purchases from two suppliers representing approximately 14% and 10% of total net purchases for the year ended December 31, 2013. The Company made purchases from four suppliers representing approximately 18%, 15%, 14% and 12% of total net purchases for the year ended December 31, 2012, and three suppliers each representing approximately 17% of total net purchases for the year ended December 31, 2011. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Changes in Warranty Liability | ' | ||||||||||||
Changes in the Company’s warranty liability for the years ended December 31, 2013, 2012 and 2011 are as follows: | |||||||||||||
(in thousands) | Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | |||||||||||
Warranty liability at January 1, | $ | 346 | $ | 43 | $ | 47 | |||||||
Warranty liability assumed in acquisitions | 101 | 303 | — | ||||||||||
Provisions for current year sales | 348 | 6 | 16 | ||||||||||
Current year claims | (198 | ) | (6 | ) | (20 | ) | |||||||
Warranty liability at December 31, | $ | 597 | $ | 346 | $ | 43 | |||||||
Summary of Changes in Allowance for Doubtful Accounts | ' | ||||||||||||
The following summarizes the changes in the allowance for doubtful accounts for the periods indicated. | |||||||||||||
(in thousands) | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Allowance for doubtful accounts at January 1, | $ | 57 | $ | 53 | $ | 36 | |||||||
Additions | 170 | 17 | 19 | ||||||||||
Write-offs | (17 | ) | (13 | ) | (2 | ) | |||||||
Allowance for doubtful accounts at December 31, | $ | 210 | $ | 57 | $ | 53 | |||||||
Estimated Useful Lives of Property and Equipment | ' | ||||||||||||
The estimated useful lives of property and equipment are as follows: | |||||||||||||
Estimated useful lives | |||||||||||||
Machinery and equipment | 3-7 years | ||||||||||||
Furniture and fixtures | 5-7 years | ||||||||||||
Computers and software | 3-7 years | ||||||||||||
Motor vehicles | 5 years | ||||||||||||
Leasehold improvements | Lesser of lease term or estimated useful life | ||||||||||||
Valuation Assumptions used in Computation of Stock Option Expense | ' | ||||||||||||
For the years ended December 31, 2012 and 2011, the Company computed expense for each group utilizing the following assumptions: | |||||||||||||
Years Ended December 31, | |||||||||||||
2012 | 2011 | ||||||||||||
Expected volatility | 75.8% - 118.6% | 0% - 84.7% | |||||||||||
Weighted-average volatility | 78.10% | 81.00% | |||||||||||
Risk-free interest rate | 0.3% - 0.9% | 0.4% - 2.2% | |||||||||||
Expected dividend yield | 0% | 0% | |||||||||||
Expected life in years | 3.5 - 8.6 | 3.5 - 8.6 |
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Summary of Preliminary Purchase Price Allocation to Assets Acquired | ' | ||||||||
The following summarizes the preliminary purchase price allocation to the acquired assets. The final allocation will be completed within one year of the acquisition: | |||||||||
(in thousands) | |||||||||
Customer revenue contracts | $ | 1,599 | |||||||
Gain on bargain purchase | (743 | ) | |||||||
Preliminary purchase price | $ | 856 | |||||||
Business Acquisition Proforma Information | ' | ||||||||
The following unaudited supplemental proforma information assumes the acquisitions referred to above had been completed as of January 1, 2012 and is not indicative of the results of operations that would have been achieved had the transactions been consummated on such date or of results that might be achieved in the future. | |||||||||
(in thousands) | Year Ended | Year Ended | |||||||
December 31, 2013 | December 31, 2012 | ||||||||
Revenues | $ | 34,998 | $ | 21,976 | |||||
Loss from Continuing Operations | (19,880 | ) | (22,693 | ) | |||||
Net Loss | (19,880 | ) | (22,693 | ) | |||||
Pro Forma Loss from Continuing Operations Atributable to Acquisitions | ' | ||||||||
The pro forma loss from continuing operations and net loss also reflect the following charges and credits directly attributable to the acquisitions: | |||||||||
(in thousands) | Year Ended | Year Ended | |||||||
December 31, 2013 | December 31, 2012 | ||||||||
Recorded by Company: | |||||||||
Gain on bargain purchase of business | $ | 743 | $ | — | |||||
Recorded by Seesmart pre-acquisition: | |||||||||
Fee paid by sellers in connection with the transaction | — | (1,934 | ) | ||||||
Change in control premium related to debt settled | — | (530 | ) | ||||||
Recorded by Relume pre-acquisition: | |||||||||
Fees incurred by the sellers | (350 | ) | — | ||||||
Change in control payment from sellers to management | (737 | ) | — | ||||||
Loss on settlement of debt from proceeds of merger | (4,157 | ) | — | ||||||
Gain on deconsolidation of subsidiary in bankruptcy proceedings | 1,573 | — | |||||||
$ | (2,928 | ) | $ | (2,464 | ) | ||||
Pro Forma Loss from Continuing Operations not Attributable to Aquisitions | ' | ||||||||
The pro forma loss from continuing operations and net loss reflect the following charges recorded included in the historical results of the Company that are not directly attributed to the acquisitions: | |||||||||
(in thousands) | Year Ended | Year Ended | |||||||
December 31, 2013 | December 31, 2012 | ||||||||
Change in fair value of embedded derivative | $ | (6,990 | ) | $ | — | ||||
Impairment charge | — | (3,397 | ) | ||||||
Gain on debt restructuring | — | 1,048 | |||||||
Relume loss on extinguishment of debt pre-acquisition | (1,700 | ) | |||||||
$ | (6,990 | ) | $ | (4,049 | ) | ||||
Tri-State LED, Inc. | ' | ||||||||
Preliminary Values Assigned to Assets Acquired and Liabilities Assumed | ' | ||||||||
The following amounts represent the preliminary determination of the fair value of identifiable assets acquired and liabilities assumed from the Tri-State acquisition. The purchase price is subject to adjustment based on the closing working capital, which has not yet been finalized. Any such adjustment will be reflected as an adjustment to goodwill. The final determination of the fair value of certain assets and liabilities including income taxes and contingencies will be completed within the one-year measurement period from the date of acquisition as required by the FASB ASC Topic 805, “Business Combinations.” | |||||||||
(in thousands) | |||||||||
Accounts receivable | $ | 468 | |||||||
Inventory | 310 | ||||||||
Goodwill | 2,811 | ||||||||
Customer relationships | 1,680 | ||||||||
Non-compete agreements | 480 | ||||||||
Other intangibles | 738 | ||||||||
Other assets | 38 | ||||||||
Assets acquired | 6,525 | ||||||||
Accounts payable | 440 | ||||||||
Accrued liabilities | 208 | ||||||||
Other current liabilities | 80 | ||||||||
Liabilities assumed | 729 | ||||||||
Preliminary purchase price | $ | 5,797 | |||||||
Relume Technologies Inc | ' | ||||||||
Preliminary Values Assigned to Assets Acquired and Liabilities Assumed | ' | ||||||||
The following amounts represent the preliminary determination of the fair value of identifiable assets acquired and liabilities assumed from the Relume acquisition. The final determination of the fair value of certain assets and liabilities including income taxes and contingencies will be completed within the one-year measurement period from the date of acquisition as required by the FASB ASC Topic 805, “Business Combinations.” | |||||||||
(in thousands) | |||||||||
Cash | $ | 61 | |||||||
Accounts receivable | 851 | ||||||||
Inventory | 2,389 | ||||||||
Goodwill | 8,170 | ||||||||
Technology | 2,020 | ||||||||
Trademarks | 1,200 | ||||||||
Customer relationships | 680 | ||||||||
Other assets | 838 | ||||||||
Assets acquired | 16,209 | ||||||||
Accounts payable | 2,574 | ||||||||
Accrued liabilities | 1,891 | ||||||||
Other current liabilities | 26 | ||||||||
Capital lease obligations | 110 | ||||||||
Liabilities assumed | 4,601 | ||||||||
Preliminary purchase price | $ | 11,608 | |||||||
Seesmart Technologies Incorporated | ' | ||||||||
Preliminary Values Assigned to Assets Acquired and Liabilities Assumed | ' | ||||||||
The following amounts represent the final determination of the fair value of identifiable assets acquired and liabilities assumed from the Seesmart acquisition. | |||||||||
(in thousands) | |||||||||
Cash | $ | 69 | |||||||
Accounts receivable | 1,048 | ||||||||
Inventory | 1,352 | ||||||||
Goodwill | 10,166 | ||||||||
Customer relationships | 7,273 | ||||||||
Trademarks | 3,434 | ||||||||
Other assets | 334 | ||||||||
Assets acquired | 23,676 | ||||||||
Accounts payable | 2,692 | ||||||||
Accrued liabilities | 1,137 | ||||||||
Deferred revenue | 104 | ||||||||
Customer deposits | 1,467 | ||||||||
Liabilities assumed | 5,400 | ||||||||
Preliminary purchase price | $ | 18,276 | |||||||
Inventories_Tables
Inventories (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Components of Inventories | ' | ||||||||||||
Inventories, which are purchased from third parties, consist of the following: | |||||||||||||
(in thousands) | December 31, | ||||||||||||
2013 | 2012 | ||||||||||||
Raw materials | $ | 4,450 | $ | 1,552 | |||||||||
Finished goods | 2,227 | 2,693 | |||||||||||
6,677 | 4,245 | ||||||||||||
Less provision for obsolescence | (1,254 | ) | (1,669 | ) | |||||||||
Net inventories | $ | 5,423 | $ | 2,576 | |||||||||
Changes In Inventory Reserves | ' | ||||||||||||
The following presents the changes in inventory reserves for the years indicated. | |||||||||||||
(in thousands) | Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | |||||||||||
Inventory reserve at January 1, | $ | 1,669 | $ | 895 | $ | 271 | |||||||
Additions | 1,190 | 1,346 | 628 | ||||||||||
Write offs | (1,605 | ) | (572 | ) | (4 | ) | |||||||
Inventory Reserve at December 31, | $ | 1,254 | $ | 1,669 | $ | 895 | |||||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Components of Intangible Assets | ' | ||||||||||||||||||||
At December 31, 2013, the Company had the following intangible assets subject to amortization: | |||||||||||||||||||||
(in thousands) | Gross Carrying | Accumulated | Net Carrying | ||||||||||||||||||
Amount | Amortization | Amount | |||||||||||||||||||
Patents | $ | 268 | $ | (130 | ) | $ | 138 | ||||||||||||||
Trademarks | 6,034 | (615 | ) | 5,419 | |||||||||||||||||
Customer relationships | 10,643 | (1,248 | ) | 9,395 | |||||||||||||||||
Customer contracts | 1,877 | (1,613 | ) | 264 | |||||||||||||||||
Technology | 2,020 | (67 | ) | 1,953 | |||||||||||||||||
Favorable lease | 218 | (3 | ) | 215 | |||||||||||||||||
Non-compete agreements | 480 | (10 | ) | 470 | |||||||||||||||||
Product certification and licensing costs | 61 | (46 | ) | 15 | |||||||||||||||||
$ | 21,601 | $ | (3,732 | ) | $ | 17,869 | |||||||||||||||
At December 31, 2012, the Company had the following intangible assets subject to amortization: | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
Gross Carrying | Accumulated | Net Carrying | |||||||||||||||||||
Amount | Amortization | Amount | |||||||||||||||||||
Patents | $ | 268 | $ | (107 | ) | $ | 161 | ||||||||||||||
Trademarks | 4,314 | (250 | ) | 4,064 | |||||||||||||||||
Customer relationships | 8,283 | (487 | ) | 7,796 | |||||||||||||||||
Product certification and licensing costs | 61 | (29 | ) | 32 | |||||||||||||||||
$ | 12,926 | $ | (873 | ) | $ | 12,053 | |||||||||||||||
Estimated Annual Amortization Expense | ' | ||||||||||||||||||||
As of December 31, 2013, amortization expense on intangible assets for the next five years is estimated as follows: | |||||||||||||||||||||
(in thousands) | 2014 | 2015 | 2016 | 2017 | 2018 | ||||||||||||||||
Patents | $ | 23 | $ | 23 | $ | 23 | $ | 23 | $ | 23 | |||||||||||
Trademarks | 441 | 441 | 441 | 441 | 441 | ||||||||||||||||
Customer relationships | 975 | 975 | 975 | 975 | 908 | ||||||||||||||||
Customer contracts | 56 | 56 | 56 | 56 | 40 | ||||||||||||||||
Technology | 202 | 202 | 202 | 202 | 202 | ||||||||||||||||
Favorable Lease | 22 | 22 | 22 | 22 | 22 | ||||||||||||||||
Non-compete agreement | 80 | 80 | 80 | 80 | 80 | ||||||||||||||||
Product certification and licensing costs | 11 | 4 | — | — | — | ||||||||||||||||
Total | $ | 1,810 | $ | 1,803 | $ | 1,799 | $ | 1,799 | $ | 1,716 | |||||||||||
LED Replacement Lamps and Fixtures | ' | ||||||||||||||||||||
Components of Intangible Assets | ' | ||||||||||||||||||||
For the year ended December 31, 2012, the Company recognized the following impairment charges for intangible assets in the Company’s LED replacement lamps and fixtures division and its corporate business unit: | |||||||||||||||||||||
(in thousands) | Gross Carrying | Accumulated | Net Carrying | Impairment | Net Carrying | ||||||||||||||||
Amount | Amortization | Amount Prior to | Recognized | Amount at | |||||||||||||||||
Impairment | December 31, 2012 | ||||||||||||||||||||
Patents | $ | 1,073 | $ | (139 | ) | $ | 934 | $ | (934 | ) | $ | — | |||||||||
Trademarks | 29 | (3 | ) | 26 | (26 | ) | — | ||||||||||||||
Product certification and licensing costs | 125 | (70 | ) | 55 | (55 | ) | — | ||||||||||||||
$ | 1,227 | $ | (212 | ) | $ | 1,015 | $ | (1,015 | ) | $ | — | ||||||||||
Goodwill_Tables
Goodwill (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Changes in Carrying Amount of Goodwill | ' | ||||||||||||
The changes in the carrying amount of goodwill for the years ended December 31, 2013 and 2012 are presented below. As more fully described in Note 2, the goodwill balance at December 31, 2012 has been retroactively adjusted in accordance with the relevant accounting standard for business combinations. | |||||||||||||
(in thousands) | LED Replacement | LED Signage | Total | ||||||||||
Lamps and | and Lighting | ||||||||||||
Fixtures | Strips | ||||||||||||
Balance, January 1, 2012 | $ | 1,989 | $ | — | $ | 1,989 | |||||||
Seesmart acquisition | 10,166 | — | 10,166 | ||||||||||
Impairment loss | (1,989 | ) | — | (1,989 | ) | ||||||||
Balance, December 31, 2012 | 10,166 | — | 10,166 | ||||||||||
Acquisition | 10,903 | — | 10,903 | ||||||||||
Balance, December 31, 2013 | $ | 21,069 | $ | — | $ | 21,069 | |||||||
Accumulated Balances: | |||||||||||||
Goodwill | $ | 23,058 | $ | 407 | $ | 23,465 | |||||||
Accumulated impairment losses | (1,989 | ) | (407 | ) | (2,396 | ) | |||||||
Balance, December 31, 2013 | $ | 21,069 | $ | — | $ | 21,069 | |||||||
Preferred_Stock_Tables
Preferred Stock (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Pro Forma Effect of Results of Operations | ' | ||||||||||||
The following gives pro forma effect to the results of operations for the year ended December 31, 2013 had the modification been effective on February 21, 2013: | |||||||||||||
(in thousands) | |||||||||||||
As Reported | Series E Adjustments | Proforma | |||||||||||
Revenue | $ | 26,060 | $ | — | $ | 26,060 | |||||||
Gross profit | 9,952 | — | 9,952 | ||||||||||
Operating loss | (10,522 | ) | — | (10,522 | ) | ||||||||
Other income (expenses) | (6,299 | ) | 6,990 | 691 | |||||||||
Net loss | $ | (16,821 | ) | $ | 6,990 | $ | (9,831 | ) | |||||
Dividends and accretion to redemption value of Series E and F | (3,650 | ) | 1,636 | (2,014 | ) | ||||||||
Net loss attributable to common stockholders | $ | (20,471 | ) | $ | 8,626 | $ | (11,845 | ) | |||||
Basic and diluted loss per common share: | |||||||||||||
Loss from continuing operations attributable to common stockholders | $ | (0.26 | ) | $ | (0.15 | ) | |||||||
Net loss attributable to common stockholders | $ | (0.26 | ) | $ | (0.15 | ) | |||||||
Common_Stock_Tables
Common Stock (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Common Stock Reserved for Issuance | ' | ||||
Common stock—At December 31, 2013, the Company has reserved common stock for issuance in relation to the following: | |||||
Employee stock options and restricted stock | 1,175,020 | ||||
Shares subject to warrants | 289,187 | ||||
Shares subject to Series B preferred stock | 153 | ||||
Shares subject to Series C preferred stock | 14,515,894 | ||||
Shares subject to Series C preferred stock accrued dividends | 1,013,889 | ||||
Shares subject to Series E preferred stock | 4,273,504 | ||||
Shares subject to Series F preferred stock | 1,089,775 |
Stock_Option_Plans_Tables
Stock Option Plans (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Summary of Stock Option Activity | ' | ||||||||||||||||
The following table summarizes activity of the stock option plans: | |||||||||||||||||
Shares | Number of | Weighted | |||||||||||||||
Available | Shares | Average | |||||||||||||||
for Future Grant | Outstanding | Exercise | |||||||||||||||
Under Option | Price | ||||||||||||||||
Balance, January 1, 2011 | 423,618 | 670,355 | $ | 4.6 | |||||||||||||
Options granted at market | (224,250 | ) | 224,250 | 2.32 | |||||||||||||
Options exercised | — | — | — | ||||||||||||||
Options forfeited or expired | 154,585 | (157,585 | ) | 2.95 | |||||||||||||
Balance, December 31, 2011 | 353,953 | 737,020 | $ | 4.26 | |||||||||||||
Options granted at market | (54,250 | ) | 54,250 | 0.54 | |||||||||||||
Options exercised | — | — | — | ||||||||||||||
Options forfeited or expired | 81,467 | (84,467 | ) | 1.83 | |||||||||||||
Balance, December 31, 2012 | 381,170 | 706,803 | $ | 4.27 | |||||||||||||
Options granted at market | — | — | — | ||||||||||||||
Options exercised | 108,146 | (108,146 | ) | 2.45 | |||||||||||||
Options forfeited or expired | 191,637 | (191,637 | ) | 4.76 | |||||||||||||
Balance, December 31, 2013 | 680,953 | 407,020 | $ | 4.52 | |||||||||||||
Summary of Non-Vested Shares | ' | ||||||||||||||||
A summary of the non-vested shares as of December 31, 2013 and changes during the year ending December 31, 2013 is presented below: | |||||||||||||||||
Non-vested Shares | Shares | Weighted-Average | |||||||||||||||
Grant-Date | |||||||||||||||||
Fair Value | |||||||||||||||||
Non-vested at January 1, 2013 | 5,602 | $ | 0.99 | ||||||||||||||
Granted | — | — | |||||||||||||||
Vested | (767 | ) | 2.39 | ||||||||||||||
Forfeited | (4,168 | ) | 1.67 | ||||||||||||||
Non-vested at December 31, 2013 | 667 | $ | 1.23 | ||||||||||||||
Performance Based Stock Options | ' | ||||||||||||||||
Summary of Stock Option Activity | ' | ||||||||||||||||
A summary of activity of options that vested upon achievement of certain performance criteria under the 2003 Plan as of December 31, 2013 and changes during the year then ended is presented below. These shares were also included in the summary of activity of stock option plans for the year ended December 31, 2013 above. | |||||||||||||||||
Performance Based Shares | Shares | Weighted | Weighted | Aggregate | |||||||||||||
Average | Average | Intrinsic | |||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Contractual Term | ||||||||||||||||
Outstanding at January 1, 2011 | 132,260 | $ | 4.14 | 6.18 | $ | — | |||||||||||
Granted | 130,000 | 2.15 | |||||||||||||||
Options exercised | — | — | |||||||||||||||
Forfeited or expired | (101,020 | ) | 2.15 | ||||||||||||||
Outstanding at December 31, 2011 | 161,240 | $ | 3.79 | 6.74 | $ | — | |||||||||||
Granted | — | — | |||||||||||||||
Options exercised | — | — | |||||||||||||||
Forfeited or expired | — | — | |||||||||||||||
Outstanding at December 31, 2012 | 161,240 | $ | 3.79 | 4.91 | $ | — | |||||||||||
Granted | — | — | |||||||||||||||
Options exercised | — | — | |||||||||||||||
Forfeited or expired | 153,600 | 3.71 | 3.83 | — | |||||||||||||
Outstanding at December 31, 2013 | 7,640 | 5.3 | 5.45 | — | |||||||||||||
Exercisable at December 31, 2013 | 7,640 | $ | 5.3 | 5.45 | $ | — | |||||||||||
Operating_Leases_Tables
Operating Leases (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Schedule of Rent Expense for Operating Leases | ' | ||||||||||||
The following schedule shows the total rent expense for operating leases: | |||||||||||||
(in thousands) | Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | |||||||||||
Rent expense | $ | 577 | $ | 301 | $ | 480 | |||||||
Less sublease rentals | (47 | ) | (35 | ) | (142 | ) | |||||||
Total rent expense | $ | 530 | $ | 266 | $ | 338 | |||||||
Future Minimum Payment Obligation under Operating Leases | ' | ||||||||||||
The future minimum payment obligations as of December 31, 2013 under the operating leases described above are as follows: | |||||||||||||
2014 | $ | 681 | |||||||||||
2015 | 493 | ||||||||||||
2016 | 276 | ||||||||||||
2017 | 115 | ||||||||||||
2018 | 3 | ||||||||||||
Total future payment obligations | $ | 1,568 | |||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Components of Deferred Tax Assets and Liabilities | ' | ||||||||||||||||||||||||
Components of deferred tax assets (liabilities) are as follows: | |||||||||||||||||||||||||
(in thousands) | December 31, | ||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||
Accounts receivable | $ | 58 | $ | 194 | |||||||||||||||||||||
Inventories | 473 | 809 | |||||||||||||||||||||||
Accrued expenses | 825 | 281 | |||||||||||||||||||||||
Depreciation | 40 | (44 | ) | ||||||||||||||||||||||
Intangible assets | (5,320 | ) | (3,817 | ) | |||||||||||||||||||||
Stock options | 1,015 | 755 | |||||||||||||||||||||||
Deferred revenue | 46 | (144 | ) | ||||||||||||||||||||||
Other | 6 | 2 | |||||||||||||||||||||||
Net operating loss carry forwards | 9,316 | 18,151 | |||||||||||||||||||||||
6,459 | 16,187 | ||||||||||||||||||||||||
Valuation allowance | (6,459 | ) | (16,187 | ) | |||||||||||||||||||||
$ | — | $ | — | ||||||||||||||||||||||
Reconciliation of Tax Computed at Statutory Rate to Income Tax Expenses | ' | ||||||||||||||||||||||||
The following is a reconciliation of tax computed at the statutory federal rate to the income tax expense in the statements of operations for the years ended December 31, 2013, 2012 and 2011: | |||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||
(in thousands) | 2013 | 2012 | 2011 | ||||||||||||||||||||||
Amount | % | Amount | % | Amount | % | ||||||||||||||||||||
Tax benefit at statutory federal rate | $ | (5,719 | ) | $ | (34.0 | ) | $ | (2,916 | ) | (34.0 | ) | $ | (1,859 | ) | (34.0 | ) | |||||||||
Deferred state tax benefit | (258 | ) | (1.5 | ) | (618 | ) | (7.2 | ) | (21 | ) | (0.4 | ) | |||||||||||||
Change in valuation allowance | (10,446 | ) | (62.1 | ) | 2,810 | 32.8 | 1,682 | 30.8 | |||||||||||||||||
Goodwill impairment | — | — | 676 | 7.9 | 135 | 2.4 | |||||||||||||||||||
Adjustment to net operating loss carryforwards | 13,828 | 82.2 | 41 | 0.5 | 53 | 1 | |||||||||||||||||||
Non-deductible expenses | 2,595 | 15.4 | 7 | 0 | 10 | 0.2 | |||||||||||||||||||
Income tax expense | $ | — | $ | — | $ | — | — | $ | — | — | |||||||||||||||
Segment_Reporting_Tables
Segment Reporting (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Components of Segment Reporting | ' | ||||||||||||
Financial information relating to the reportable operating segments for the years ended December 31, 2013, 2012 and 2011 is presented below: | |||||||||||||
(in thousands) | Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | |||||||||||
Revenues from external customers: | |||||||||||||
LED replacement lamps and fixtures | $ | 22,823 | $ | 792 | $ | 4,939 | |||||||
LED signage and lighting strips | 3,237 | 3,689 | 4,049 | ||||||||||
Total revenues from external customers | $ | 26,060 | $ | 4,481 | $ | 8,988 | |||||||
Segment loss: | |||||||||||||
LED replacement lamps and fixtures | $ | (3,495 | ) | $ | (5,820 | ) | $ | (952 | ) | ||||
LED signage and lighting strips | (174 | ) | (195 | ) | (470 | ) | |||||||
Segment loss | (3,669 | ) | (6,015 | ) | (1,422 | ) | |||||||
Unallocated amounts: | |||||||||||||
Corporate expenses | (6,853 | ) | (3,402 | ) | (3,876 | ) | |||||||
Change in fair value of embedded derivative | (6,990 | ) | — | — | |||||||||
Gain on debt restructuring | — | 1,048 | — | ||||||||||
Gain on bargain purchase of business | 743 | — | — | ||||||||||
Interest expense, net | (52 | ) | (210 | ) | (127 | ) | |||||||
Loss from continuing operations | $ | (16,821 | ) | $ | (8,579 | ) | $ | (5,425 | ) | ||||
Depreciation and amortization: | |||||||||||||
LED replacement lamps and fixtures | $ | 1,799 | $ | 156 | $ | 276 | |||||||
LED signage and lighting strips | 1,298 | 237 | 252 | ||||||||||
Segment depreciation and amortization | 3,097 | 393 | 528 | ||||||||||
Corporate depreciation and amortization | 25 | 101 | 226 | ||||||||||
Total depreciation and amortization | $ | 3,122 | $ | 494 | $ | 754 | |||||||
As of December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Segment assets: | |||||||||||||
LED replacement lamps and fixtures | $ | 53,014 | $ | 24,548 | |||||||||
LED signage and lighting strips | 4,524 | 4,737 | |||||||||||
Total segment assets | 57,538 | 29,285 | |||||||||||
Elimination of intercompany receivable | (14,231 | ) | (3,989 | ) | |||||||||
Other corporate assets | 8,955 | 5,981 | |||||||||||
Total assets | $ | 52,262 | $ | 31,277 | |||||||||
Expenditures for segment assets: | |||||||||||||
LED replacement lamps and fixtures | $ | 100 | $ | 82 | |||||||||
LED signage and lighting strips | 11 | 21 | |||||||||||
Total expenditures for segment assets | 111 | 103 | |||||||||||
Corporate expenditures for assets | 25 | — | |||||||||||
Total expenditures for assets | $ | 136 | $ | 103 | |||||||||
Net Revenue by Geographical Location | ' | ||||||||||||
Net revenues by geographic location, based on location of customers, were as follows: | |||||||||||||
(in thousands) | December 31, | ||||||||||||
2013 | 2012 | 2011 | |||||||||||
United States | $ | 25,243 | $ | 3,901 | $ | 8,022 | |||||||
Canada | 574 | 383 | 600 | ||||||||||
Other | 243 | 197 | 366 | ||||||||||
Total | $ | 26,060 | $ | 4,481 | $ | 8,988 | |||||||
Net Long-Lived Asses by Geographical Location | ' | ||||||||||||
Net long-lived assets by geographic locations were as follows: | |||||||||||||
(in thousands) | December 31, | ||||||||||||
2013 | 2012 | 2011 | |||||||||||
United States | $ | 18,489 | $ | 12,364 | $ | 2,826 | |||||||
Mexico | — | — | 203 | ||||||||||
Canada | — | — | 142 | ||||||||||
Other | 137 | 8 | 116 | ||||||||||
Total | $ | 18,626 | $ | 12,372 | $ | 3,287 | |||||||
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 31, 2013 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Jan. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | |
Segment | Vendor | Customer | Revenue | Revenue | Revenue | Level 1 | Level 1 | Minimum | Maximum | Subsidiary Two | Subsidiary Two | Aston Capital Limited Liability Company | Supplier One | Supplier One | Supplier One | Supplier Two | Supplier Two | Supplier Three | Supplier Four | Issuance of Equity | ||||
Vendor | Vendor | Subsequent Event | Subsequent Event | Subsequent Event | ||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of reportable segments | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | $1,757,000 | $1,757,000 | $4,434,000 | $3,015,000 | ' | $5,309,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash flow from operations | ' | -8,146,000 | -5,130,000 | -3,369,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash paid for acquisition related costs | ' | 3,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash proceeds from issuance of convertible preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 |
Cash proceeds from issuance of common stock | ' | 5,069,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash borrowed under a receivable financing facility | ' | 860,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Working capital excluding cash and cash equivalent | -3,100,000 | -3,100,000 | -6,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts receivable financing arrangements, maximum available amount for borrowing | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount borrowed from related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues realized | ' | 26,060,000 | 4,481,000 | 8,988,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued liability for inventory returns | ' | ' | ' | ' | 789,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unamortized licensing fees Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue from sales taxes | ' | 547,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Product warranty | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | '7 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash equivalents at fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | 107,000 | 3,693,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maturity of temporary cash investments | '3 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Advertisement Expenses | ' | 339,000 | 171,000 | 205,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Provision for income taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock options granted | ' | 0 | 54,250 | 224,250 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Anti-dilutive shares | ' | 20,232,230 | 17,314,926 | 4,071,661 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of risk concentration | ' | ' | ' | ' | ' | ' | 31.00% | 10.00% | 42.00% | ' | ' | ' | ' | ' | ' | ' | 14.00% | 18.00% | 17.00% | 10.00% | 15.00% | 14.00% | 12.00% | ' |
Number of major customers | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of major Suppliers | ' | 2 | 4 | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Changes_in_Warranty_Liability_
Changes in Warranty Liability (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Product Warranty [Line Items] | ' | ' | ' |
Warranty liability at January 1, | $346 | $43 | $47 |
Warranty liability assumed in acquisitions | 101 | 303 | ' |
Provisions for current year sales | 348 | 6 | 16 |
Current year claims | -198 | -6 | -20 |
Warranty liability at December 31, | $597 | $346 | $43 |
Allowance_for_Bad_Debts_Detail
Allowance for Bad Debts (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' |
Allowance for doubtful accounts at January 1, | $57 | $53 | $36 |
Additions | 170 | 17 | 19 |
Write-offs | -17 | -13 | -2 |
Allowance for doubtful accounts at December 31, | $210 | $57 | $53 |
Estimated_Useful_Lives_of_Prop
Estimated Useful Lives of Property and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2013 | |
Motor Vehicles | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, plant and equipment, Useful Life | '5 years |
Leasehold Improvements | ' |
Property, Plant and Equipment [Line Items] | ' |
Leasehold improvements | 'Lesser of lease term or estimated useful life |
Minimum | Machinery and Equipment | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, plant and equipment, Useful Life | '3 years |
Minimum | Furniture and Fixtures | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, plant and equipment, Useful Life | '5 years |
Minimum | Computers And Software | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, plant and equipment, Useful Life | '3 years |
Maximum | Machinery and Equipment | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, plant and equipment, Useful Life | '7 years |
Maximum | Furniture and Fixtures | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, plant and equipment, Useful Life | '7 years |
Maximum | Computers And Software | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, plant and equipment, Useful Life | '7 years |
Valuation_Assumptions_Used_in_
Valuation Assumptions Used in Computation of Stock Option Expense (Detail) | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Expected volatility, minimum | 75.80% | 0.00% |
Expected volatility, maximum | 118.60% | 84.70% |
Weighted-average volatility | 78.10% | 81.00% |
Risk-free interest rate, minimum | 0.30% | 0.40% |
Risk-free interest rate, maximum | 0.90% | 2.20% |
Expected dividend yield | 0.00% | 0.00% |
Minimum | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Expected life in years | '3 years 6 months | '3 years 6 months |
Maximum | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Expected life in years | '8 years 7 months 6 days | '8 years 7 months 6 days |
Acquisitions_Additional_Inform
Acquisitions - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | ||||||||||
Aug. 22, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Nov. 15, 2013 | Nov. 15, 2013 | Aug. 22, 2013 | Dec. 31, 2013 | Aug. 22, 2013 | Oct. 09, 2013 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 08, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 20, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 31, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Mar. 31, 2013 | |
Tri-State DE LLC | Tri-State DE LLC | Relume Technologies Inc | Relume Technologies Inc | Relume Technologies Inc | Elite LED Solutions Incorporated | Elite LED Solutions Incorporated | Elite LED Solutions Incorporated | Elite LED Solutions Incorporated | Seesmart Technologies Incorporated | Seesmart Technologies Incorporated | Seesmart Technologies Incorporated | Seesmart Technologies Incorporated | Seesmart Technologies Incorporated | Seesmart Technologies Incorporated | Seesmart Technologies Incorporated | Seesmart Technologies Incorporated | Seesmart Technologies Incorporated | Seesmart Technologies Incorporated | Seesmart Technologies Incorporated | Seesmart Technologies Incorporated | Seesmart Technologies Incorporated | |||||
Common Stock | Common Stock | Distributions | Common Stock | Common Stock | Series D Convertible Preferred Stock | Series D Preferred Stock | Convertible debt accelerated under change in control | Convertible debt accelerated under change in control | Convertible debt accelerated under change in control | Convertible debt accelerated under change in control | ||||||||||||||||
Distributions | Distributions | Debt Repayment | Common Stock | |||||||||||||||||||||||
Debt Repayment | ||||||||||||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, cash paid | ' | ' | ' | ' | $1,800,000 | ' | $5,000,000 | ' | ' | ' | $500,000 | ' | ' | $10,100,000 | ' | ' | ' | $3,500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, liability incurred | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, liability incurred repayment term | ' | ' | ' | ' | '6 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, interest rate on liability incurred | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, Number of shares issued | ' | ' | ' | ' | ' | 543,052 | ' | ' | 2,174,000 | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | 7,700,000 | 1,992,996 | 11,915 | 738 | ' | ' | ' | ' |
Business acquisition, value of equity issued | ' | ' | ' | ' | ' | 1,600,000 | ' | ' | 7,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | 1,000,000 | ' | ' | ' | ' | ' |
Contingent obligation, number of additional shares to issue | ' | ' | ' | ' | ' | 365,628 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, contingent consideration | ' | ' | ' | ' | 900,000 | ' | ' | ' | ' | ' | ' | ' | 356,250 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, net of estimated working capital adjustment | ' | ' | ' | ' | ' | ' | 4,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from issuance of convertible preferred stock, net of issuance costs | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash retained for working capital purposes | 700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum percentage of Relume's outdoor lighting business | 75.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration, sales consulting agreement period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration, monthly fees obligated to be paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration, profit sharing percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investment and consulting agreement, number of common stock to be issued | ' | 42,735 | ' | ' | ' | ' | ' | ' | ' | ' | 850,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock vesting period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of unvested shares cancelled | ' | ' | ' | ' | ' | ' | ' | ' | ' | 850,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock based compensation | ' | 809,000 | 45,000 | 301,000 | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reduction of goodwill | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,200,000 | 1,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preliminary purchase price subject to adjustment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Undistributed consideration and unfunded escrow amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 427,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of premium on convertible debt principal | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | ' | ' |
Seesmart notes payable assumed | ' | ' | ' | ' | 80,000 | ' | ' | 26,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,400,000 | ' | ' |
Conversion price per share | ' | $0.13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.70 | ' |
Conversion of convertible securities, value of shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 |
Conversion of convertible securities, number of shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,479,947 |
Loss on debt extinguishment | ' | ' | ' | ' | ' | ' | ' | -4,157,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 68,000 | ' |
Payment to holders elected to be paid in cash | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,400,000 | ' | ' | ' |
Revenue from the date of acquisition | ' | 15,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income from the date of acquisition | ' | $400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preliminary_Values_Assigned_to
Preliminary Values Assigned to Assets Acquired and Liabilities Assumed (Detail) (USD $) | Dec. 31, 2013 | Mar. 08, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Nov. 15, 2013 | Nov. 15, 2013 | Nov. 15, 2013 |
In Thousands, unless otherwise specified | Seesmart Technologies Incorporated | Seesmart Technologies Incorporated | Seesmart Technologies Incorporated | Seesmart Technologies Incorporated | Relume Technologies Inc | Relume Technologies Inc | Relume Technologies Inc | Relume Technologies Inc | Tri-State DE LLC | Tri-State DE LLC | Tri-State DE LLC | ||||
Customer Relationships | Trademarks | Customer Deposits | Customer Relationships | Trademarks | Technology | Customer Relationships | Non-compete agreements | ||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other intangibles | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $738 | ' | ' |
Cash | ' | ' | ' | ' | 69 | ' | ' | ' | 61 | ' | ' | ' | ' | ' | ' |
Accounts receivable | ' | ' | ' | ' | 1,048 | ' | ' | ' | 851 | ' | ' | ' | 468 | ' | ' |
Inventory | ' | ' | ' | ' | 1,352 | ' | ' | ' | 2,389 | ' | ' | ' | 310 | ' | ' |
Goodwill | 21,069 | ' | 10,166 | 1,989 | 10,166 | ' | ' | ' | 8,170 | ' | ' | ' | 2,811 | ' | ' |
Intangible assets | ' | 1,599 | ' | ' | ' | 7,273 | 3,434 | ' | ' | 680 | 1,200 | 2,020 | ' | 1,680 | 480 |
Other assets | ' | ' | ' | ' | 334 | ' | ' | ' | 838 | ' | ' | ' | 38 | ' | ' |
Assets acquired | ' | ' | ' | ' | 23,676 | ' | ' | ' | 16,209 | ' | ' | ' | 6,525 | ' | ' |
Accounts payable | ' | ' | ' | ' | 2,692 | ' | ' | ' | 2,574 | ' | ' | ' | 440 | ' | ' |
Accrued liabilities | ' | ' | ' | ' | 1,137 | ' | ' | ' | 1,891 | ' | ' | ' | 208 | ' | ' |
Other current liabilities | ' | ' | ' | ' | ' | ' | ' | 1,467 | 26 | ' | ' | ' | 80 | ' | ' |
Deferred revenue | ' | ' | ' | ' | 104 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital lease obligations | ' | ' | ' | ' | ' | ' | ' | ' | 110 | ' | ' | ' | ' | ' | ' |
Liabilities assumed | ' | ' | ' | ' | 5,400 | ' | ' | ' | 4,601 | ' | ' | ' | 729 | ' | ' |
Preliminary purchase price | ' | $856 | ' | ' | $18,276 | ' | ' | ' | $11,608 | ' | ' | ' | $5,797 | ' | ' |
Summary_of_Preliminary_Purchas
Summary of Preliminary Purchase Price Allocation (Detail) (USD $) | 1 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 08, 2013 | Dec. 31, 2013 |
Business Acquisition [Line Items] | ' | ' |
Customer revenue contracts | $1,599 | ' |
Gain on bargain purchase | -743 | -743 |
Preliminary purchase price | $856 | ' |
Business_Acquisition_Proforma_
Business Acquisition Proforma Information (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Business Combination, Pro Forma Information [Line Items] | ' | ' |
Revenues | $34,998 | $21,976 |
Loss from Continuing Operations | -19,880 | -22,693 |
Net Loss | ($19,880) | ($22,693) |
Pro_Forma_Loss_from_Continuing
Pro Forma Loss from Continuing Operations Attributable to Acquisitions (Detail) (USD $) | 1 Months Ended | 12 Months Ended | |
Mar. 08, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Business Acquisition [Line Items] | ' | ' | ' |
Gain on bargain purchase of business | $743,000 | $743,000 | ' |
Business Acquisition Pro Forma Net Income Loss Attributable To Parent | ' | -2,928,000 | -2,464,000 |
Parent Company | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Gain on bargain purchase of business | ' | 743,000 | ' |
Seesmart Technologies Incorporated | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Business acquisition, charges | ' | ' | -1,934,000 |
Seesmart Technologies Incorporated | Change of Control | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Business acquisition, charges | ' | ' | -530,000 |
Relume Technologies Inc | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Business acquisition, charges | ' | -350,000 | ' |
Loss on settlement of debt from proceeds of merger | ' | -4,157,000 | ' |
Gain on deconsolidation of subsidiary in bankruptcy proceedings | ' | 1,573,000 | ' |
Relume Technologies Inc | Change of Control | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Business acquisition, charges | ' | ($737,000) | ' |
Pro_Forma_Loss_from_Continuing1
Pro Forma Loss from Continuing Operations not Attributable to Acquisitions (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Business Combination, Pro Forma Information [Line Items] | ' | ' | ' |
Change in fair value of embedded derivative | ($6,990) | ' | ' |
Impairment charge | ' | -3,397 | -407 |
Gain (loss) on debt restructuring | ' | 1,048 | ' |
Business Acquisitions Pro Forma Income Loss From Continuing Operations | -6,990 | -4,049 | ' |
Relume Technologies Inc | ' | ' | ' |
Business Combination, Pro Forma Information [Line Items] | ' | ' | ' |
Gain (loss) on debt restructuring | ' | ($1,700) | ' |
Common_Stock_Investment_Additi
Common Stock Investment - Additional Information (Detail) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | ||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 08, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
Issuance of Equity | Issuance of Equity | Common Stock | Scenario 2 | Great American Insurance Company | Great American Insurance Company | Great American Life Insurance Company | Great American Life Insurance Company | |||
Issuance of Equity | Common Stock | Common Stock | ||||||||
Convertible Promissory Notes And Warrants [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued, number of shares | ' | ' | ' | ' | ' | ' | ' | 2,136,752 | ' | 2,136,752 |
Common stock shares, under investor right to receive | ' | ' | ' | ' | ' | 1,250,000 | 1,250,000 | ' | 1,250,000 | ' |
Stock issued, value of shares | $5,069 | ' | ' | ' | $5,000 | ' | ' | $2,500 | ' | $2,500 |
Volume-weighted average price of a share of common stock, number of consecutive trading days | ' | ' | '20 days | ' | ' | ' | ' | ' | ' | ' |
Volume-weighted average price of a share of common stock | ' | ' | ' | $1.40 | ' | ' | ' | ' | ' | ' |
Volume-weighted average number of shares issued | 82,095,000 | 70,213,000 | 0 | ' | ' | ' | ' | ' | ' | ' |
Payment of Finder's fee for stock issuance transactions | $119 | $10 | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock as Finder's fee for stock transactions | 42,735 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discontinued_Operations_Additi
Discontinued Operations - Additional Information (Detail) (USD $) | 1 Months Ended | 4 Months Ended | 12 Months Ended | ||
In Millions, unless otherwise specified | Oct. 31, 2010 | Mar. 04, 2011 | Oct. 28, 2010 | Dec. 31, 2013 | Dec. 31, 2013 |
Minimum | Maximum | ||||
Discontinued Operations [Line Items] | ' | ' | ' | ' | ' |
Proceed from disposal of a business | $1 | $2.30 | ' | ' | ' |
Receivable from disposal of a business | ' | 1.3 | 1.3 | ' | ' |
Proceed from disposal of a business accounted for purchase of inventory | 1.3 | ' | ' | ' | ' |
Purchase agreement and a secured promissory note | $1.30 | ' | ' | ' | ' |
Sale of purchased inventory | 50.00% | ' | ' | ' | ' |
Sublease period | ' | ' | ' | '6 months | '9 months |
Components_of_Inventories_Deta
Components of Inventories (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
In Thousands, unless otherwise specified | ||||
Inventory [Line Items] | ' | ' | ' | ' |
Raw materials | $4,450 | $1,552 | ' | ' |
Finished goods | 2,227 | 2,693 | ' | ' |
Gross inventories | 6,677 | 4,245 | ' | ' |
Less provision for obsolescence | -1,254 | -1,669 | -895 | -271 |
Net inventories | $5,423 | $2,576 | ' | ' |
Changes_in_Inventory_Reserves_
Changes in Inventory Reserves (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Inventory [Line Items] | ' | ' | ' |
Inventory reserve at January 1, | $1,669 | $895 | $271 |
Additions | 1,190 | 1,346 | 628 |
Write offs | -1,605 | -572 | -4 |
Inventory Reserve at December 31, | $1,254 | $1,669 | $895 |
Inventories_Additional_Informa
Inventories - Additional Information (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
Schedule Of Inventory [Line Items] | ' | ' | ' | ' |
Reserve for obsolete inventory | $1,254,000 | $1,669,000 | $895,000 | $271,000 |
LED Replacement Lamps and Fixtures | ' | ' | ' | ' |
Schedule Of Inventory [Line Items] | ' | ' | ' | ' |
Reserve for obsolete inventory | $387,000 | ' | ' | ' |
Intangible_Assets_Subject_to_A
Intangible Assets Subject to Amortization (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | $21,601 | $12,926 |
Accumulated Amortization | -3,732 | -873 |
Net Carrying Amount | 17,869 | 12,053 |
Patents | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 268 | 268 |
Accumulated Amortization | -130 | -107 |
Net Carrying Amount | 138 | 161 |
Trademarks | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 6,034 | 4,314 |
Accumulated Amortization | -615 | -250 |
Net Carrying Amount | 5,419 | 4,064 |
Customer Relationships | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 10,643 | 8,283 |
Accumulated Amortization | -1,248 | -487 |
Net Carrying Amount | 9,395 | 7,796 |
Customer Contracts | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 1,877 | ' |
Accumulated Amortization | -1,613 | ' |
Net Carrying Amount | 264 | ' |
Product Certification And Licensing Costs | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 61 | 61 |
Accumulated Amortization | -46 | -29 |
Net Carrying Amount | 15 | 32 |
Technology | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 2,020 | ' |
Accumulated Amortization | -67 | ' |
Net Carrying Amount | 1,953 | ' |
Favorable Leases | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 218 | ' |
Accumulated Amortization | -3 | ' |
Net Carrying Amount | 215 | ' |
Non-compete agreements | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 480 | ' |
Accumulated Amortization | -10 | ' |
Net Carrying Amount | $470 | ' |
Intangible_Assets_Additional_I
Intangible Assets - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Goodwill [Line Items] | ' | ' | ' |
Other intangible assets | ' | $19,000 | ' |
Intangible asset amortization expense | 2,859,000 | 266,000 | 288,000 |
Patents | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' |
Finite lived intangible assets useful lives | '12 years | ' | ' |
Intangible asset amortization expense | 745,000 | 109,000 | 123,000 |
Trademarks | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' |
Finite lived intangible assets useful lives | '17 years | ' | ' |
Intangible asset amortization expense | 745,000 | 109,000 | 123,000 |
Customer Relationships | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' |
Intangible asset amortization expense | 1,248,000 | 117,000 | 101,000 |
Customer Relationships | Minimum | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' |
Finite lived intangible assets useful lives | '10 years | ' | ' |
Customer Relationships | Maximum | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' |
Finite lived intangible assets useful lives | '12 years | ' | ' |
Technology | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' |
Finite lived intangible assets useful lives | '10 years | ' | ' |
Intangible asset amortization expense | 67,000 | ' | ' |
Favorable Leases | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' |
Finite lived intangible assets useful lives | '10 years | ' | ' |
Intangible asset amortization expense | 3,000 | ' | ' |
Non-compete agreements | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' |
Finite lived intangible assets useful lives | '6 years | ' | ' |
Intangible asset amortization expense | 10,000 | ' | ' |
Non compete agreements | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' |
Intangible asset amortization expense | 46,000 | 41,000 | 64,000 |
LED Replacement Lamps and Fixtures | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' |
Other intangible assets | ' | 996,000 | ' |
Property and equipment | ' | $393,000 | ' |
Impairment_Charges_for_Other_I
Impairment Charges for Other Intangible Assets (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | Patents | Patents | Trademarks | Trademarks | Product Certification And Licensing Costs | Product Certification And Licensing Costs | LED Replacement Lamps and Fixtures | LED Replacement Lamps and Fixtures | LED Replacement Lamps and Fixtures | LED Replacement Lamps and Fixtures | ||
Patents | Trademarks | Product Certification And Licensing Costs | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross Carrying Amount | $21,601 | $12,926 | $268 | $268 | $6,034 | $4,314 | $61 | $61 | $1,227 | $1,073 | $29 | $125 |
Accumulated Amortization | -3,732 | -873 | -130 | -107 | -615 | -250 | -46 | -29 | -212 | -139 | -3 | -70 |
Net Carrying Amount Prior to Impairment | ' | ' | ' | ' | ' | ' | ' | ' | 1,015 | 934 | 26 | 55 |
Impairment Recognized | ' | ' | ' | ' | ' | ' | ' | ' | -1,015 | -934 | -26 | -55 |
Net Carrying Amount at December 31, 2012 | $17,869 | $12,053 | $138 | $161 | $5,419 | $4,064 | $15 | $32 | ' | ' | ' | ' |
Estimated_Annual_Amortization_
Estimated Annual Amortization Expense (Detail) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Estimated Amortization Expense [Line Items] | ' |
2014 | $1,810 |
2015 | 1,803 |
2016 | 1,799 |
2017 | 1,799 |
2018 | 1,716 |
Patents | ' |
Estimated Amortization Expense [Line Items] | ' |
2014 | 23 |
2015 | 23 |
2016 | 23 |
2017 | 23 |
2018 | 23 |
Trademarks | ' |
Estimated Amortization Expense [Line Items] | ' |
2014 | 441 |
2015 | 441 |
2016 | 441 |
2017 | 441 |
2018 | 441 |
Customer Relationships | ' |
Estimated Amortization Expense [Line Items] | ' |
2014 | 975 |
2015 | 975 |
2016 | 975 |
2017 | 975 |
2018 | 908 |
Customer Contracts | ' |
Estimated Amortization Expense [Line Items] | ' |
2014 | 56 |
2015 | 56 |
2016 | 56 |
2017 | 56 |
2018 | 40 |
Technology | ' |
Estimated Amortization Expense [Line Items] | ' |
2014 | 202 |
2015 | 202 |
2016 | 202 |
2017 | 202 |
2018 | 202 |
Favorable Leases | ' |
Estimated Amortization Expense [Line Items] | ' |
2014 | 22 |
2015 | 22 |
2016 | 22 |
2017 | 22 |
2018 | 22 |
Non-compete agreements | ' |
Estimated Amortization Expense [Line Items] | ' |
2014 | 80 |
2015 | 80 |
2016 | 80 |
2017 | 80 |
2018 | 80 |
Product Certification And Licensing Costs | ' |
Estimated Amortization Expense [Line Items] | ' |
2014 | 11 |
2015 | $4 |
Changes_in_Carrying_Amount_of_
Changes in Carrying Amount of Goodwill (Detail) (USD $) | 12 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | |
LED Replacement Lamps and Fixtures | LED Replacement Lamps and Fixtures | LED Replacement Lamps and Fixtures | LED Signage and Lighting Strips | LED Signage and Lighting Strips | |||
Goodwill [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Goodwill, Beginning Balance | $10,166,000 | $1,989,000 | ' | $10,166,000 | $1,989,000 | ' | ' |
Business acquisition | 10,903,000 | 10,166,000 | ' | 10,903,000 | 10,166,000 | ' | ' |
Impairment loss | ' | -1,989,000 | -1,989,000 | ' | -1,989,000 | -407,000 | ' |
Goodwill, Ending Balance | 21,069,000 | 10,166,000 | ' | 21,069,000 | 10,166,000 | ' | ' |
Goodwill | 23,465,000 | ' | ' | 23,058,000 | ' | ' | 407,000 |
Accumulated impairment losses | ($2,396,000) | ' | ' | ($1,989,000) | ' | ' | ($407,000) |
Goodwill_Additional_Informatio
Goodwill - Additional Information (Detail) (USD $) | 12 Months Ended | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2011 | Jun. 30, 2012 | Dec. 31, 2012 | |
LED Signage and Lighting Strips | LED Replacement Lamps and Fixtures | LED Replacement Lamps and Fixtures | ||
Goodwill [Line Items] | ' | ' | ' | ' |
Impairment charge | $1,989,000 | $407,000 | $1,989,000 | $1,989,000 |
Convertible_Promissory_Notes_a1
Convertible Promissory Notes and Warrants - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | 12 Months Ended | |||||
Sep. 30, 2012 | Dec. 31, 2009 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 21, 2009 | Dec. 31, 2012 | Sep. 30, 2012 | Feb. 28, 2012 | Feb. 28, 2012 | Dec. 31, 2012 | Dec. 31, 2009 | |
Y | Gain (Loss) on Debt Restructuring | Common Stock | Amended Debt Instrument | Convertible Notes Payable | Convertible Promissory Notes | Series A | |||||
Amended Debt Instrument | |||||||||||
Convertible Promissory Notes And Warrants [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issue of convertible promissory notes | ' | ' | ' | ' | $2,400,000 | ' | ' | ' | ' | ' | ' |
Warrants issued | ' | ' | ' | ' | 935,040 | ' | ' | ' | ' | ' | ' |
Outstanding Series A Preferred Stock Prior to Conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 480 |
Exchange Warrants exercise price | ' | 5.08 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exchange Warrants expiration period | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Promissory Notes, interest rate | ' | ' | ' | ' | 1.00% | ' | ' | ' | 10.00% | ' | ' |
Convertible Promissory Note, maturity date | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Promissory note, number of common shares | ' | ' | ' | ' | 450,281 | ' | ' | 450,281 | ' | ' | ' |
Convertible Promissory note, conversion price | ' | $5.33 | ' | ' | ' | ' | ' | $5.33 | ' | ' | ' |
Convertible Promissory Notes, value allocated | ' | ' | ' | ' | 2,150,000 | ' | ' | ' | ' | ' | ' |
Convertible Promissory Notes, face value | ' | ' | ' | ' | 2,472,000 | ' | ' | ' | ' | ' | ' |
Convertible Promissory Notes, discount | ' | ' | ' | ' | 322,000 | ' | ' | ' | ' | ' | ' |
Discount amortization charges | ' | ' | 82,000 | 107,000 | ' | ' | ' | ' | ' | ' | ' |
Convertible Promissory Notes, expiring date | ' | ' | ' | ' | ' | ' | ' | ' | 30-Jun-13 | ' | ' |
Convertible Promissory note, cash paid upon conversion | 880,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Promissory note, common stock shares issued upon conversion | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' |
Accrued Interest | ' | ' | 141,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Gain on debt restructuring | ' | ' | 1,048,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Decrease in basic and diluted loss per share due to gain on debt restructuring | ' | ' | ' | ' | ' | $0.05 | ' | ' | ' | ' | ' |
Increase in stockholders' Equity due to recording of gain on debt restructuring | ' | ' | ' | ' | ' | 1,636,000 | ' | ' | ' | ' | ' |
Issuance of convertible stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | $588,000 | ' |
Preferred_Stock_Additional_Inf
Preferred Stock - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | |||||||||||||||
Dec. 31, 2012 | Dec. 31, 2013 | 14-May-13 | Sep. 25, 2012 | Sep. 12, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 20, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | 15-May-13 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 20, 2012 | Feb. 21, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Aug. 22, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Series B | Series B Preferred Stock | Series B Preferred Stock | Series C Convertible Preferred Stock | Series C Convertible Preferred Stock | Series C Convertible Preferred Stock | Series C Convertible Preferred Stock | Series C Convertible Preferred Stock | Series D Convertible Preferred Stock | Series D Convertible Preferred Stock | Series D Convertible Preferred Stock | Series D Convertible Preferred Stock | Series D Convertible Preferred Stock | Series E Convertible Preferred Stock | Series E Convertible Preferred Stock | Series E Convertible Preferred Stock | Series E Convertible Preferred Stock | Series F Convertible Preferred Stock | Series F Convertible Preferred Stock | Series A Preferred Stock | Series A Preferred Stock | ||||||
D | Period 3 | Period 4 | After Trigger Date | Scenario 2 | ||||||||||||||||||||||
Preferred Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock authorized to issue | ' | 5,000,000 | ' | ' | ' | ' | ' | 1,000,000 | 25,000 | 25,000 | ' | ' | ' | ' | ' | 13,000 | 13,000 | ' | ' | ' | ' | ' | ' | ' | 3,000 | ' |
Preferred stock, issued | ' | ' | ' | ' | 600,000 | ' | ' | ' | 10,000 | 10,000 | ' | ' | ' | ' | ' | ' | 11,000 | ' | ' | ' | ' | ' | ' | ' | 0 | 0 |
Preferred stock, outstanding | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | 10,000 | ' | ' | ' | ' | ' | ' | 11,000 | ' | ' | ' | ' | ' | ' | ' | 0 | 0 |
Preferred stock , Par value | ' | ' | ' | ' | ' | ' | ' | $0.00 | $0.00 | $0.00 | ' | ' | ' | ' | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from issuance of convertible preferred stock | ' | ' | ' | ' | ' | $6,000,000 | $5,195,000 | ' | $10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5,000,000 | ' | ' | ' | $5,000,000 | ' | ' | ' |
Conversion price per share | ' | $0.13 | ' | ' | ' | ' | ' | ' | $0.69 | ' | ' | ' | ' | $0.70 | ' | ' | ' | ' | $1.17 | ' | ' | ' | $4.59 | ' | ' | ' |
Convertible Preferred Stock, Total Shares Issued Upon Conversion | ' | ' | ' | ' | 46,153,846 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership Percentage | ' | 73.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible stock, Conversion of preferred stock | 599,998 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,915 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible stock, Conversion of convertible securities | 46,153,692 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,712,167 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Liquidation preference per share | ' | ' | ' | ' | $10 | ' | ' | ' | ' | ' | $1,000 | ' | ' | ' | ' | ' | ' | $100 | $1,000 | ' | ' | ' | $1,000 | ' | ' | ' |
Common stock price in increased rate | ' | ' | ' | $0.59 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock issued due to investment agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | ' | ' | ' | ' | ' | ' | 11,177 | 5,000 | ' | ' | ' | 5,000 | ' | ' | ' |
Preferred stock conversion as a percentage its stated value in an event of a change in control or a merger or recapitalization | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150.00% | 125.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock conversion, trading price as percentage of conversion price | ' | ' | ' | ' | ' | ' | ' | ' | 200.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock conversion, number of trading days | ' | ' | ' | ' | ' | ' | ' | ' | '20 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock conversion, number of immediate preceding consecutive trading days | ' | ' | ' | ' | ' | ' | ' | ' | 30 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, cumulative dividends rate | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | 7.00% | ' | ' |
Preferred stock, stated value for cumulative dividends | ' | ' | ' | ' | ' | ' | ' | ' | $1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, dividends accrued | ' | ' | ' | ' | ' | ' | ' | ' | 1,014,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Merger agreement, number of shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 738 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible redeemable preferred stock, shares authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | ' | ' | ' | 10,000 | ' | ' |
Convertible redeemable preferred stock, par value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' | ' | ' | $0.00 | ' | ' |
Preferred stock redemption price as percentage of liquidation preference | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 110.00% | 105.00% | ' | ' | ' | ' |
Accrual of dividends on convertible preferred stock | ' | 1,360,000 | ' | ' | ' | ' | ' | ' | ' | 31,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 218,000 | ' | ' | ' | 129,000 | ' | ' |
Embedded Derivative, Gain (Loss) on Embedded Derivative, Net | ' | -6,990,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Embedded derivative, fair value of embedded derivative liability | ' | ' | 8,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock redemption price additional amount with liquidation preference | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $100,000 | ' | ' |
Pro_Forma_Effect_of_Results_of
Pro Forma Effect of Results of Operations (Detail) (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Quantifying Misstatement in Current Year Financial Statements [Line Items] | ' | ' | ' |
Revenue | $26,060 | $4,481 | $8,988 |
Gross profit | 9,952 | -224 | 1,913 |
Operating loss | -10,522 | -9,417 | -5,310 |
Other income (expenses) | -6,299 | 838 | -115 |
Net loss | -16,821 | -8,578 | -5,469 |
Dividends and accretion to redemption value of Series E and F | -1,360 | -31 | ' |
Net loss attributable to common stockholders | -20,471 | -13,804 | -5,469 |
Basic and diluted loss per common share: | ' | ' | ' |
Loss from continuing operations attributable to common stockholders | ($0.26) | ($0.63) | ($0.33) |
Net loss attributable to common stockholders | ($0.26) | ($0.63) | ($0.33) |
Before Capital Restructuring | ' | ' | ' |
Quantifying Misstatement in Current Year Financial Statements [Line Items] | ' | ' | ' |
Revenue | 26,060 | ' | ' |
Gross profit | 9,952 | ' | ' |
Operating loss | -10,522 | ' | ' |
Other income (expenses) | -6,299 | ' | ' |
Net loss | -16,821 | ' | ' |
Dividends and accretion to redemption value of Series E and F | -3,650 | ' | ' |
Net loss attributable to common stockholders | -20,471 | ' | ' |
Basic and diluted loss per common share: | ' | ' | ' |
Loss from continuing operations attributable to common stockholders | ($0.26) | ' | ' |
Net loss attributable to common stockholders | ($0.26) | ' | ' |
Pro Forma | ' | ' | ' |
Quantifying Misstatement in Current Year Financial Statements [Line Items] | ' | ' | ' |
Revenue | 26,060 | ' | ' |
Gross profit | 9,952 | ' | ' |
Operating loss | -10,522 | ' | ' |
Other income (expenses) | 691 | ' | ' |
Net loss | -9,831 | ' | ' |
Dividends and accretion to redemption value of Series E and F | -2,014 | ' | ' |
Net loss attributable to common stockholders | -11,845 | ' | ' |
Basic and diluted loss per common share: | ' | ' | ' |
Loss from continuing operations attributable to common stockholders | ($0.15) | ' | ' |
Net loss attributable to common stockholders | ($0.15) | ' | ' |
Series E Convertible Redeemable Preferred Stock | Adjustments | ' | ' | ' |
Quantifying Misstatement in Current Year Financial Statements [Line Items] | ' | ' | ' |
Other income (expenses) | 6,990 | ' | ' |
Net loss | 6,990 | ' | ' |
Dividends and accretion to redemption value of Series E and F | 1,636 | ' | ' |
Net loss attributable to common stockholders | $8,626 | ' | ' |
Common_Stock_Reserved_for_Issu
Common Stock Reserved for Issuance (Detail) | 12 Months Ended |
Dec. 31, 2013 | |
Components of Common Stock Reserved [Line Items] | ' |
Employee stock options and restricted stock | 1,175,020 |
Base Warrant | ' |
Components of Common Stock Reserved [Line Items] | ' |
Common Stock Reserved for Issuance | 289,187 |
Series B Preferred Stock | ' |
Components of Common Stock Reserved [Line Items] | ' |
Common Stock Reserved for Issuance | 153 |
Series C Preferred Stock | ' |
Components of Common Stock Reserved [Line Items] | ' |
Common Stock Reserved for Issuance | 14,515,894 |
Series C Preferred Stock | Other Accrued Liabilities | ' |
Components of Common Stock Reserved [Line Items] | ' |
Common Stock Reserved for Issuance | 1,013,889 |
Series E Preferred Stock | ' |
Components of Common Stock Reserved [Line Items] | ' |
Common Stock Reserved for Issuance | 4,273,504 |
Series F Preferred Stock | ' |
Components of Common Stock Reserved [Line Items] | ' |
Common Stock Reserved for Issuance | 1,089,775 |
Common_Stock_Additional_Inform
Common Stock - Additional Information (Detail) | Dec. 31, 2009 | Dec. 21, 2009 | Sep. 30, 2005 | Sep. 09, 2005 |
Kingstone Warrants | Kingstone Warrants | |||
Stockholders Equity Note [Line Items] | ' | ' | ' | ' |
Warrants expiration period | ' | ' | ' | '10 years |
Warrants issued | ' | 935,040 | ' | 289,187 |
Warrants exercise price | 5.08 | ' | 4.3 | ' |
Stock_Option_Plans_Additional_
Stock Option Plans - Additional Information (Detail) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Sep. 18, 2003 | Dec. 31, 2013 | Dec. 31, 2010 | Dec. 31, 2008 | Dec. 31, 2007 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Employees | Employees | Employees | Non Employees | Non Employees | Non Employees | Two Thousand Three Plan | Two Thousand Three Plan | Two Thousand Three Plan | Amended Two Thousand Three Plan | Amended Two Thousand Three Plan | Amended Two Thousand Three Plan | Performance Based Stock Options | Performance Based Stock Options | Performance Based Stock Options | Performance Based Stock Options | 2013 Stock Incentive Plan | Employee Restricted Stock Plan | Restricted Stock | |||||
Maximum | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock reserved for future issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 450,000 | ' | 1,160,000 | 810,000 | 670,000 | ' | ' | ' | ' | 2,000,000 | ' | ' |
Shares of common stock vested and exercisable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 406,353 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of option price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock option period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' |
Common stock vesting period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' |
Grant date weighted average fair value options | ' | $0.39 | $2.24 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2.49 | ' | ' | ' | ' |
Total intrinsic value | $95,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of options exercised | 108,146 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intrinsic value of outstanding exercisable options | 98,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Shares Outstanding Under Option | 407,020 | 706,803 | 737,020 | 670,355 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,640 | 161,240 | 161,240 | 132,260 | ' | ' | ' |
Total fair value of shares vested | 2,000 | 158,000 | 253,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted | 0 | 54,250 | 224,250 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 130,000 | ' | 0 | ' | ' |
Unrecognized compensation cost | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' |
Weighted average term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' |
Common stock reserved for future issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,257,500 |
Restricted shares forfeited under stock incentive plan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 26,000 |
Shares available for issuance under stock incentive plan | 680,953 | 381,170 | 353,953 | 423,618 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 768,500 |
Unrecognized compensation expense for restricted stock | 1,019,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average grant date fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.94 |
Stock-based compensation expenses | $809,000 | $45,000 | $301,000 | ' | $302,000 | $45,000 | $301,000 | $506,000 | $0 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Summary_of_Stock_Option_Activi
Summary of Stock Option Activity (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Shares Available for Future Grant, Beginning Balance | 381,170 | 353,953 | 423,618 |
Shares Available for Future Grant, Options granted at market | ' | -54,250 | -224,250 |
Shares Available for Future Grant, Options exercised | 108,146 | ' | ' |
Shares Available for Future Grant, Options forfeited or expired | 191,637 | 81,467 | 154,585 |
Shares Available for Future Grant, Ending Balance | 680,953 | 381,170 | 353,953 |
Beginning Balance | 706,803 | 737,020 | 670,355 |
Number of Shares Outstanding Under Option, Options granted at market | 0 | 54,250 | 224,250 |
Number of Shares Outstanding Under Option, Options exercised | -108,146 | 0 | 0 |
Number of Shares Outstanding Under Option, Options forfeited or expired | -191,637 | -84,467 | -157,585 |
Ending Balance | 407,020 | 706,803 | 737,020 |
Weighted Average Exercise Price, Beginning Balance | $4.27 | $4.26 | $4.60 |
Weighted Average Exercise Price , Options granted at market | ' | $0.54 | $2.32 |
Weighted Average Exercise Price, Options exercised | $2.45 | ' | ' |
Weighted Average Exercise Price, Options forfeited or expired | $4.76 | $1.83 | $2.95 |
Weighted Average Exercise Price, Ending Balance | $4.52 | $4.27 | $4.26 |
NonVested_Shares_Detail
Non-Vested Shares (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Non-vested Shares | ' | ' | ' |
Beginning Balance | 706,803 | 737,020 | 670,355 |
Granted | 0 | 54,250 | 224,250 |
Ending Balance | 407,020 | 706,803 | 737,020 |
Weighted-Average Grant-Date Fair Value | ' | ' | ' |
Granted | ' | $0.39 | $2.24 |
Nonvested Shares | ' | ' | ' |
Non-vested Shares | ' | ' | ' |
Beginning Balance | 5,602 | ' | ' |
Granted | ' | ' | ' |
Vested | -767 | ' | ' |
Forfeited | -4,168 | ' | ' |
Ending Balance | 667 | ' | ' |
Weighted-Average Grant-Date Fair Value | ' | ' | ' |
Beginning Balance | 0.99 | ' | ' |
Granted | ' | ' | ' |
Vested | 2.39 | ' | ' |
Forfeited | 1.67 | ' | ' |
Ending Balance | 1.23 | ' | ' |
Performance_Based_Shares_Activ
Performance Based Shares Activity (Detail) (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
Shares | ' | ' | ' | ' |
Beginning Balance | 706,803 | 737,020 | 670,355 | ' |
Granted | 0 | 54,250 | 224,250 | ' |
Options exercised | -108,146 | 0 | 0 | ' |
Ending Balance | 407,020 | 706,803 | 737,020 | ' |
Weighted Average Exercise Price | ' | ' | ' | ' |
Weighted Average Exercise Price, Beginning Balance | $4.27 | $4.26 | $4.60 | ' |
Granted | ' | $0.54 | $2.32 | ' |
Options exercised | $2.45 | ' | ' | ' |
Weighted Average Exercise Price, Ending Balance | $4.52 | $4.27 | $4.26 | ' |
Performance Based Stock Options | ' | ' | ' | ' |
Shares | ' | ' | ' | ' |
Beginning Balance | 161,240 | 161,240 | 132,260 | ' |
Granted | 0 | 0 | 130,000 | ' |
Options exercised | ' | ' | ' | ' |
Forfeited or expired | 153,600 | ' | -101,020 | ' |
Ending Balance | 7,640 | 161,240 | 161,240 | 132,260 |
Exercisable at December 31, 2013 | 7,640 | ' | ' | ' |
Weighted Average Exercise Price | ' | ' | ' | ' |
Weighted Average Exercise Price, Beginning Balance | $3.79 | $3.79 | $4.14 | ' |
Granted | ' | ' | $2.15 | ' |
Options exercised | ' | ' | ' | ' |
Forfeited or expired | $3.71 | ' | $2.15 | ' |
Weighted Average Exercise Price, Ending Balance | $5.30 | $3.79 | $3.79 | $4.14 |
Exercisable at December 31, 2013 | $5.30 | ' | ' | ' |
Weighted Average Remaining Contractual Term | ' | ' | ' | ' |
Weighted Average Remaining Contractual Term | '5 years 5 months 12 days | '4 years 10 months 28 days | '6 years 8 months 27 days | '6 years 2 months 5 days |
Exercisable at December 31, 2013 | '5 years 5 months 12 days | ' | ' | ' |
Aggregate Intrinsic Value | ' | ' | ' | ' |
Aggregate Intrinsic Value, Beginning Balance | ' | ' | ' | ' |
Aggregate Intrinsic Value, Ending Balance | ' | ' | ' | ' |
Exercisable at December 31, 2013 | ' | ' | ' | ' |
Operating_Leases_Additional_In
Operating Leases - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | ||||||||||
Oct. 30, 2012 | Oct. 30, 2012 | Mar. 31, 2010 | Apr. 30, 2008 | Jul. 31, 2009 | Feb. 28, 2009 | Mar. 26, 2013 | Dec. 31, 2013 | Apr. 30, 2014 | Aug. 05, 2013 | Mar. 30, 2012 | Mar. 30, 2012 | Mar. 30, 2012 | Apr. 05, 2010 | |
sqft | Jan-14 | Wholly Owned Subsidiary | Wholly Owned Subsidiary | Seesmart Technologies Incorporated | Seesmart Technologies Incorporated | Seesmart Technologies Incorporated | L-1 Investment Partners, LLC | L-1 Investment Partners, LLC | Lighting Integration Technologies, LLC | Relume Technologies Inc | Relume Technologies Inc | Relume Technologies Inc | Tri-State LED, Inc. | |
sqft | sqft | sqft | sqft | Scenario, forecast | sqft | Warehouse | Office Space | sqft | ||||||
sqft | sqft | |||||||||||||
Schedule of Operating Leases [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating lease, area of space | 1,500 | ' | ' | 13,200 | 12,200 | 10,000 | ' | 6,626 | ' | 3,011 | ' | 44,922 | 1,500 | 5,230 |
Operating lease monthly payments | $1,825 | $1,880 | $5,412 | $5,202 | $15,810 | $6,147 | ' | $21,355 | $22,087 | $4,517 | $15,000 | ' | ' | $5,230 |
Operating lease rate of increase in annual rent | ' | ' | 2.00% | 2.00% | 2.00% | 3.00% | ' | ' | ' | 3.00% | ' | ' | ' | 3.00% |
Operating lease, expiration date | 31-Mar-15 | ' | 28-Feb-15 | ' | ' | 1-Jun-14 | 31-Oct-15 | 31-Mar-15 | ' | 30-Apr-15 | 31-Jul-17 | ' | ' | 31-Mar-15 |
Operating lease, insurance, property taxes and utilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,847 | ' | ' | ' | ' |
Monthly Insurance on leased property | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $450 | ' | ' | ' |
Rent_Expense_for_Operating_Lea
Rent Expense for Operating Leases (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Schedule of Rent Expense [Line Items] | ' | ' | ' |
Rent expense | $577 | $301 | $480 |
Less sublease rentals | -47 | -35 | -142 |
Total rent expense | $530 | $266 | $338 |
Future_Minimum_Payment_Obligat
Future Minimum Payment Obligations under Operating Leases (Detail) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Leases Future Minimum Payments [Line Items] | ' |
2014 | $681 |
2015 | 493 |
2016 | 276 |
2017 | 115 |
2018 | 3 |
Total future payment obligations | $1,568 |
Risk_Concentrations_Additional
Risk Concentrations - Additional Information (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2011 | |
Customer | |
Concentration Risk [Line Items] | ' |
Percentage of revenue from major customer | 42.00% |
Number of major customers | 1 |
Percentage of revenue from a group of related customer | 31.00% |
Equipment | ' |
Concentration Risk [Line Items] | ' |
Write-off of assets in connection with one customer going out of business | 85,000 |
Product Certification And Licensing Costs | ' |
Concentration Risk [Line Items] | ' |
Write-off of assets in connection with one customer going out of business | 6,000 |
Working Capital | ' |
Concentration Risk [Line Items] | ' |
Write-off of assets in connection with one customer going out of business | 20,000 |
Accounts Receivable | ' |
Concentration Risk [Line Items] | ' |
Trade accounts receivables | 40,000 |
Vendor_Concessions_Additional_
Vendor Concessions - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | |
Component of Operating Other Cost and Expense [Abstract] | ' | ' | ' |
Gain from vendor concessions | ' | ' | $154,000 |
Increase (Decrease) in Basic and Diluted per share | $0.01 | $0.01 | ' |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Taxes [Line Items] | ' | ' |
Net operating loss carry forwards expiration period | 'Expire between 2018 and 2033 | 'Expire between 2013 and 2032 |
Decrease in net operation loss carry forwards | $35,110,980 | ' |
Federal | ' | ' |
Income Taxes [Line Items] | ' | ' |
Net operating loss carry forwards | 22,505,000 | 48,751,000 |
State and Local Jurisdiction | ' | ' |
Income Taxes [Line Items] | ' | ' |
Net operating loss carry forwards | $34,993,000 | 32,402,000 |
Components_of_Deferred_Tax_Ass
Components of Deferred Tax Assets and Liabilities (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Schedule of Deferred Tax Assets and Liabilities [Line Items] | ' | ' |
Accounts receivable | $58 | $194 |
Inventories | 473 | 809 |
Accrued expenses | 825 | 281 |
Depreciation | 40 | -44 |
Intangible assets | -5,320 | -3,817 |
Stock options | 1,015 | 755 |
Deferred revenue | 46 | -144 |
Other | 6 | 2 |
Net operating loss carry forwards | 9,316 | 18,151 |
Deferred Tax Assets, Gross, Total | 6,459 | 16,187 |
Valuation allowance | -6,459 | -16,187 |
Deferred Tax Assets, Net, Total | ' | ' |
Reconciliation_of_Tax_Computed
Reconciliation of Tax Computed at Statutory Federal Rate to Income Tax Expense in Statements of Operations (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Schedule of Effective Tax Rate Reconciliation [Line Items] | ' | ' | ' |
Tax benefit at statutory federal rate | ($5,719) | ($2,916) | ($1,859) |
Deferred state tax benefit | -258 | -618 | -21 |
Change in valuation allowance | -10,446 | 2,810 | 1,682 |
Goodwill impairment | ' | 676 | 135 |
Adjustment to net operating loss carryforwards | 13,828 | 41 | 53 |
Non-deductible expenses | 2,595 | 7 | 10 |
Income tax expense | ' | ' | ' |
Tax benefit at statutory federal rate | -34.00% | -34.00% | -34.00% |
Deferred state tax benefit | -1.50% | -7.20% | -0.40% |
Change in valuation allowance | -62.10% | 32.80% | 30.80% |
Goodwill impairment | ' | 7.90% | 2.40% |
Adjustment to net operating loss carryforwards | 82.20% | 0.50% | 1.00% |
Non-deductible expenses | 15.40% | 0.00% | 0.20% |
Income tax expense | ' | ' | ' |
Segment_Reporting_Additional_I
Segment Reporting - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2013 | |
Segment | |
Segment Reporting Information [Line Items] | ' |
Number of reportable segments | 2 |
Financial_Information_Relating
Financial Information Relating to Operating Segments (Detail) (USD $) | 1 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 08, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Total revenues from external customers | ' | $26,060 | $4,481 | $8,988 |
Segment (loss) income | ' | -3,669 | -6,015 | -1,422 |
Corporate expenses | ' | -6,853 | -3,402 | -3,876 |
Change in fair value of embedded derivative | ' | -6,990 | ' | ' |
Gain on debt restructuring | ' | ' | 1,048 | ' |
Gain on bargain purchase of business | 743 | 743 | ' | ' |
Interest expense, net | ' | -52 | -210 | -127 |
Loss from continuing operations | ' | -16,821 | -8,579 | -5,425 |
Segment depreciation and amortization | ' | 3,097 | 393 | 528 |
Corporate depreciation and amortization | ' | 25 | 101 | 226 |
Total depreciation and amortization | ' | 3,122 | 494 | 754 |
Asset | ' | 52,262 | 31,277 | ' |
Total expenditures for assets | ' | 136 | 103 | ' |
Reportable Segment | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Asset | ' | 57,538 | 29,285 | ' |
Total expenditures for assets | ' | 111 | 103 | ' |
Elimination of intercompany receivable | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Asset | ' | -14,231 | -3,989 | ' |
Corporate and Other | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Asset | ' | 8,955 | 5,981 | ' |
Total expenditures for assets | ' | 25 | ' | ' |
LED Replacement Lamps and Fixtures | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Total revenues from external customers | ' | 22,823 | 792 | 4,939 |
Segment (loss) income | ' | -3,495 | -5,820 | -952 |
Segment depreciation and amortization | ' | 1,799 | 156 | 276 |
Asset | ' | 53,014 | 24,548 | ' |
Total expenditures for assets | ' | 100 | 82 | ' |
LED Signage and Lighting Strips | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Total revenues from external customers | ' | 3,237 | 3,689 | 4,049 |
Segment (loss) income | ' | -174 | -195 | -470 |
Segment depreciation and amortization | ' | 1,298 | 237 | 252 |
Asset | ' | 4,524 | 4,737 | ' |
Total expenditures for assets | ' | $11 | $21 | ' |
Net_Revenues_by_Geographic_Loc
Net Revenues by Geographic Location (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Revenue, Major Customer [Line Items] | ' | ' | ' |
Revenue | $26,060 | $4,481 | $8,988 |
United States | ' | ' | ' |
Revenue, Major Customer [Line Items] | ' | ' | ' |
Revenue | 25,243 | 3,901 | 8,022 |
Canada | ' | ' | ' |
Revenue, Major Customer [Line Items] | ' | ' | ' |
Revenue | 574 | 383 | 600 |
Other | ' | ' | ' |
Revenue, Major Customer [Line Items] | ' | ' | ' |
Revenue | $243 | $197 | $366 |
Net_Long_Lived_Assets_by_Geogr
Net Long Lived Assets by Geographic Locations (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | |||
Segment Reporting Information [Line Items] | ' | ' | ' |
Non Current Assets | $18,626 | $12,372 | $3,287 |
United States | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Non Current Assets | 18,489 | 12,364 | 2,826 |
Mexico | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Non Current Assets | ' | ' | 203 |
Canada | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Non Current Assets | ' | ' | 142 |
Other | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Non Current Assets | $137 | $8 | $116 |
Benefit_Plans_Additional_Infor
Benefit Plans - Additional Information (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' |
Benefit plan related expenses | $15,000 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 12 Months Ended | 12 Months Ended | 1 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Apr. 30, 2013 | |
RVL One Limited Liability Company | RVL One Limited Liability Company | Aston Capital Limited Liability Company | Aston Capital Limited Liability Company | |||
Agreement | Issuance of Equity | |||||
Restricted Stock | ||||||
Transactions with Third Party [Line Items] | ' | ' | ' | ' | ' | ' |
Debt instrument Amount | ' | ' | ' | ' | $3,500,000 | ' |
Interest rate of debt | ' | ' | ' | ' | 9.00% | ' |
Debt instrument maturity date | ' | ' | ' | ' | 1-Apr-15 | ' |
Number of separate investment agreements | ' | ' | 3 | ' | ' | ' |
Proceeds from issuance of convertible preferred stock | ' | ' | 26,000,000 | ' | ' | ' |
Proceeds from issuance of common stock | 5,069,000 | ' | 192,000 | ' | ' | ' |
Number of common stock shares issued | 82,095,000 | 70,213,000 | 75,000 | ' | ' | ' |
Loans Receivable, Commercial, Trade Financing | ' | ' | ' | ' | 9,900,000 | ' |
Restricted common stock agreed to be issued for services | ' | ' | ' | ' | ' | 500,000 |
Restricted common stock agreed to be issued for services, vesting period | ' | ' | ' | ' | ' | '3 years |
Restricted common stock agreed to be issued for services, vesting date | ' | ' | ' | ' | ' | 25-Sep-13 |
Related party transaction costs incurred | $85,000 | ' | $33,000 | $343,000 | ' | ' |
Contingencies_Additional_Infor
Contingencies - Additional Information (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Contingencies [Line Items] | ' |
Rate at which Royalty is calculated | 5.00% |
Total unpaid loans | $4,200,000 |
Agreed upon payment amount | $400,000 |
Financings_Additional_Informat
Financings - Additional Information (Detail) (USD $) | Dec. 31, 2013 | Oct. 24, 2013 | Jan. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | Subsidiary One | Subsidiary Two | Subsidiary Two | |
Subsequent Event | Subsequent Event | |||
Financing Activities and Borrowing Arrangements [Line Items] | ' | ' | ' | ' |
Accounts receivable financing arrangements, maximum available amount for borrowing | ' | $1.50 | $0.50 | $0.50 |
Maximum Percentage of borrowing against eligible accounts receivable | ' | 85.00% | 85.00% | ' |
Accounts receivable financing arrangements, interest rate spread on prime rate | 1.75% | ' | ' | ' |
Accounts receivable financing arrangements, maximum interest rate | 5.00% | ' | ' | ' |
Annual fee on the accounts receivable financing arrangements | 1.00% | ' | ' | ' |
Monthly maintenance fee on the accounts receivable financing arrangements | 0.50% | ' | ' | ' |
Borrowings under accounts receivable financing arrangements | $0.90 | ' | ' | ' |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Subsequent Event [Line Items] | ' | ' | ' |
Business combination, sales revenue | $26,060,000 | $4,481,000 | $8,988,000 |
Subsequent Event | ' | ' | ' |
Subsequent Event [Line Items] | ' | ' | ' |
Business combination consideration transferred | 35,600,000 | ' | ' |
Business combination, cash paid | 7,500,000 | ' | ' |
Business combination working capital, minimum | 3,500,000 | ' | ' |
Business combination working capital, maximum | 9,100,000 | ' | ' |
Business combination issuance of shares of common stock, value | 28,100,000 | ' | ' |
Business combination, number of trading days | '20 days | ' | ' |
Subsequent Event | Maximum | ' | ' | ' |
Subsequent Event [Line Items] | ' | ' | ' |
Business combination issuance of shares of common stock, shares | 6,245,000 | ' | ' |
Business combination contingent consideration liability | 10,000,000 | ' | ' |
Subsequent Event | 2014 | ' | ' | ' |
Subsequent Event [Line Items] | ' | ' | ' |
Business combination, sales revenue | 53,000,000 | ' | ' |
Business combination, EBITDA targets | 63,500,000 | ' | ' |
Subsequent Event | 2015 | ' | ' | ' |
Subsequent Event [Line Items] | ' | ' | ' |
Business combination, sales revenue | 6,360,000 | ' | ' |
Business combination, EBITDA targets | $7,620,000 | ' | ' |