Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 09, 2015 | Jun. 30, 2014 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | RVLT | ||
Entity Registrant Name | Revolution Lighting Technologies, Inc. | ||
Entity Central Index Key | 917523 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 130,257,531 | ||
Entity Public Float | $81,742,350 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current Assets: | ||
Cash and cash equivalents | $6,033 | $1,757 |
Trade accounts receivable, less allowance for doubtful accounts of $108 and $210 | 23,779 | 4,353 |
Inventories, less reserves of $1,669 and $1,708 | 13,673 | 4,969 |
Other current assets | 3,157 | 743 |
Total current assets | 46,642 | 11,822 |
Property and equipment: | ||
Machinery and equipment | 1,004 | 751 |
Furniture and fixtures | 263 | 204 |
Computers and software | 598 | 239 |
Construction in process | 251 | 63 |
Leasehold improvements | 126 | 51 |
Property and equipment | 2,242 | 1,308 |
Accumulated depreciation and amortization | -1,031 | -551 |
Net property and equipment | 1,211 | 757 |
Goodwill | 42,991 | 21,498 |
Intangible assets, less accumulated amortization of $8,756 and $3,732 | 34,784 | 17,869 |
Other assets, net | 914 | 291 |
Total assets | 126,542 | 52,237 |
Current Liabilities: | ||
Accounts payable | 11,573 | 6,109 |
Accrued liabilities | 5,470 | 2,553 |
Accrued compensation and benefits | 2,281 | 1,077 |
Customer deposits | 1,295 | 132 |
Other current liabilities | 966 | 1,820 |
Purchase price obligations - current | 6,269 | 1,927 |
Total current liabilities | 27,854 | 13,618 |
Revolving credit facility | 8,760 | |
Related party payable | 2,565 | |
Note payable | 2,816 | |
Purchase price obligation - noncurrent | 6,086 | 960 |
Dividends payable | 1,044 | |
Other liabilities | 1,145 | 193 |
Total liabilities | 49,226 | 15,815 |
Temporary Equity: | ||
Redeemable convertible preferred stock | 10,966 | |
Stockholders' Equity: | ||
Common stock, $.001 par value, 150,000 shares authorized, 129,714 and 82,095 issued and outstanding at December 31, 2014 and 2013, respectively | 130 | 82 |
Additional paid-in capital | 149,477 | 82,549 |
Accumulated deficit | -72,291 | -67,111 |
Total stockholders' equity | 77,316 | 25,456 |
Total liabilities and stockholders' equity | 126,542 | 52,237 |
Series E Redeemable Convertible Preferred Stock | ||
Temporary Equity: | ||
Redeemable convertible preferred stock | 5,738 | |
Series F Redeemable Convertible Preferred Stock | ||
Temporary Equity: | ||
Redeemable convertible preferred stock | 5,228 | |
Series C Convertible Preferred Stock | ||
Stockholders' Equity: | ||
Preferred stock | $9,936 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Trade accounts receivable, allowance for doubtful accounts | $108,000 | $210,000 |
Inventories, reserve | 1,669,000 | 1,708,000 |
Intangible assets, accumulated amortization | 8,756,000 | 3,732,000 |
Preferred stock, shares authorized | 5,000,000 | |
Preferred stock, outstanding | 0 | |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, issued | 129,714,000 | 82,095,000 |
Common stock, outstanding | 129,714,000 | 82,095,000 |
Series E Redeemable Convertible 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 | |
Redeemable convertible preferred stock, outstanding | 5,000 | |
Series F Redeemable Convertible Preferred Stock | ||
Redeemable convertible preferred stock, par value | $0.00 | $0.00 |
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 | |
Redeemable convertible preferred stock, outstanding | 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 | |
Preferred stock, outstanding | 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 | 1,000,000 | 1,000,000 |
Preferred stock, issued | 2,000 | |
Preferred stock, outstanding | 2,000 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenues | $76,840 | $26,060 | $4,481 |
Cost of sales | 52,617 | 16,108 | 4,705 |
Gross profit (loss) | 24,223 | 9,952 | -224 |
Selling, general and administrative: | |||
Severance and transition costs | 335 | 1,152 | |
Acquisition and other related expenses | 2,153 | 2,389 | 286 |
Amortization and depreciation | 5,644 | 3,122 | 493 |
Stock based compensation | 1,711 | 809 | 45 |
Other selling, general and administrative | 23,204 | 11,193 | 4,417 |
Research and development | 2,076 | 1,809 | 555 |
Impairment expense | 3,397 | ||
Total operating expenses | 35,123 | 20,474 | 9,193 |
Operating loss | -10,900 | -10,522 | -9,417 |
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 | -843 | -52 | -210 |
Other income | 13 | 1 | |
Total other income (expense), net | -830 | -6,299 | 839 |
Loss before income taxes | -11,730 | -16,821 | -8,578 |
Deferred income tax benefit | 6,550 | ||
Net loss | -5,180 | -16,821 | -8,578 |
Accretion of preferred stock to redemption value, beneficial conversion feature and discount | -919 | -2,290 | -5,195 |
Accrual of preferred stock dividends | -1,445 | -1,360 | -31 |
Deemed distribution on exchange of preferred stock | -5,301 | ||
Net loss attributable to common stockholders | ($12,845) | ($20,471) | ($13,804) |
Basic and diluted loss per common share: | |||
Net loss attributable to common stockholders | ($0.14) | ($0.26) | ($0.63) |
Basic and diluted weighted average shares outstanding | 92,158 | 77,317 | 22,065 |
Consolidated_Statement_of_Stoc
Consolidated Statement of Stockholders' Equity (USD $) | Total | Convertible Promissory Notes | Seesmart Technologies Incorporated | Relume Technologies Inc | Tri-State LED, Inc. | All Around | Employees | Non Employees | Series B Convertible Preferred Stock | Series C Convertible Preferred Stock | Series D Convertible Preferred Stock | Series E Redeemable Convertible Preferred Stock | Series E and F Preferred Stock | Series C Preferred Stock | Series G Preferred Stock | Preferred Stock | Preferred Stock | Preferred Stock | Preferred Stock | Preferred Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Accumulated Deficit | Temporary Equity | Temporary Equity | Temporary Equity | Temporary Equity | Temporary Equity | Temporary Equity | Temporary Equity |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Series B Convertible Preferred Stock | Series C Convertible Preferred Stock | Series D Convertible Preferred Stock | Series C Preferred Stock | USD ($) | Convertible Promissory Notes | Seesmart Technologies Incorporated | Relume Technologies Inc | Tri-State LED, Inc. | Value Lighting | Employees | Series B Convertible Preferred Stock | Series D Convertible Preferred Stock | Series C Preferred Stock | USD ($) | Convertible Promissory Notes | Seesmart Technologies Incorporated | Relume Technologies Inc | Tri-State LED, Inc. | Value Lighting | All Around | Employees | Non Employees | Series B Convertible Preferred Stock | Series C Convertible Preferred Stock | Series D Convertible Preferred Stock | Series E Redeemable Convertible Preferred Stock | Series E and F Preferred Stock | Series C Preferred Stock | Series G Preferred Stock | USD ($) | USD ($) | Series F Redeemable Convertible Preferred Stock | Series E Redeemable Convertible Preferred Stock | Series E and F Preferred Stock | Series E Preferred Stock | Series F Preferred Stock | Series G Preferred Stock | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | 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, 2011 | $8,311,000 | $16,000 | $50,007,000 | ($41,712,000) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Beginning 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 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | 45,000 | 45,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock for acquisition | 6,607,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock for acquisition | 4,295,000 | 7,000 | 4,288,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||||||||||||||||
Accretion of preferred stock | 5,195,000 | -5,195,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Fees associated with issuances of common stock | -9,000 | -9,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||||||||||||||||
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 | 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 | -1,014,000 | -1,360,000 | 346,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | 302,000 | 507,000 | 302,000 | 507,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Embedded Conversion Liability | 8,626,000 | 8,626,000 | -1,637,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock for acquisition | 1,993,000 | 2,174,000 | 272,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock for acquisition | 1,295,000 | 7,305,000 | 810,000 | 2,000 | 2,000 | 1,000 | 1,293,000 | 7,303,000 | 809,000 | |||||||||||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Fees associated with issuances of common stock | -119,000 | -119,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock to be issued | 1,109,000 | 1,109,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of convertible stock (in shares) | -12,000 | 1,712,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of convertible stock | -1,006,000 | 1,000 | 1,005,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss | -16,821,000 | -16,821,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending Balance at Dec. 31, 2013 | 25,456,000 | 9,936,000 | 82,000 | 82,549,000 | -67,111,000 | 10,966,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2013 | 10,000 | 82,095,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock for services | 1,000 | -1,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of stock options (in shares) | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Cancellation of Series F preferred stock | -5,404,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of preferred stock Series G and accretion to redemption value | -900,000 | -900,000 | 18,392,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Accrual of dividends on convertible preferred stock | -1,445,000 | -1,445,000 | 691,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | 840,000 | -40,000 | 840,000 | -40,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Forfeiture of restricted stock , shares | -130,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of dividends on Series C | 1,000,000 | 1,028,000 | -28,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Forfeiture of restricted stock , value | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock for services,(in shares) | 42,735 | 849,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock for acquisition | 575,000 | -7,000 | 2,032,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock for acquisition | 374,000 | 1,000 | 2,000 | 373,000 | -2,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of stock, net of issuance costs (in shares) | 8,000,000 | 8,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of stock, net of issuance costs | 8,614,000 | 8,000 | 8,606,000 | -56,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accretion of preferred stock | -19,000 | -19,000 | 19,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock to be issued | 22,737,000 | 22,737,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of convertible stock (in shares) | -10,000 | 36,300,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of convertible stock | 25,879,000 | -10,964,000 | 36,000 | 36,807,000 | -25,079,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Net loss | -5,180,000 | -5,180,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending Balance at Dec. 31, 2014 | $77,316,000 | $130,000 | $149,477,000 | ($72,291,000) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2014 | 129,714,000 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Cash Flows from Operating Activities: | |||
Net loss | ($5,180,000) | ($16,821,000) | ($8,578,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Deferred income tax benefit | -6,550,000 | ||
Depreciation | 495,000 | 263,000 | 228,000 |
Amortization of intangible and other assets | 5,149,000 | 2,859,000 | 265,000 |
Stock-based compensation | 1,711,000 | 809,000 | 45,000 |
Gain on bargain purchase of business | -743,000 | ||
Change in fair value of contingent consideration | 1,419,000 | 88,000 | |
Impairment charges | 3,397,000 | ||
Gain on debt restructuring | -1,048,000 | ||
Change in fair value of embedded derivative | 6,990,000 | ||
Other | 18,000 | 147,000 | |
Changes in operating assets and liabilities, net of the effect of the acquisitions (Note 2): | |||
(Increase) decrease in trade accounts receivable, net | -10,291,000 | -1,727,000 | 306,000 |
(Increase) decrease in inventories, net | -60,000 | -697,000 | 1,753,000 |
(Increase) decrease in other assets | -977,000 | -385,000 | -126,000 |
(Decrease) increase in accounts payable, accrued liabilities and other liabilities | -578,000 | 2,175,000 | -1,381,000 |
(Decrease) increase in accrued compensation and benefits | -116,000 | 381,000 | -69,000 |
Increase (decrease) in customer deposits | 657,000 | -1,338,000 | -69,000 |
Net cash used in operating activities | -14,303,000 | -8,146,000 | -5,130,000 |
Cash Flows from Investing Activities: | |||
Acquisitions of businesses, net of cash acquired | -11,521,000 | -10,437,000 | -7,591,000 |
Patents, trademarks and other | -83,000 | ||
Purchase of property and equipment | -485,000 | -133,000 | -12,000 |
Net cash (used in) provided by investing activities | -12,006,000 | -10,570,000 | -7,686,000 |
Cash Flows from Financing Activities: | |||
Proceeds from issuance of common stock, net of issuance costs | 8,614,000 | 4,950,000 | -10,000 |
Payment to extinguish convertible promissory notes | -880,000 | ||
Proceeds from issuances of preferred stock, net of issuance costs | -94,000 | 9,964,000 | 15,125,000 |
(Repayments) proceeds from short-term borrowings and notes payable | -1,552,000 | 860,000 | |
Proceeds from revolving credit facility | 24,981,000 | ||
Repayments of revolving credit facility | -16,221,000 | ||
Proceeds from related party payable | 18,106,000 | ||
Repayments of related party payable | -3,249,000 | ||
Net proceeds from exercise of employee stock options and warrants | 265,000 | ||
Net cash provided by financing activities | 30,585,000 | 16,039,000 | 14,235,000 |
Net increase (decrease) in cash and cash equivalents | 4,276,000 | -2,677,000 | 1,419,000 |
Cash and cash equivalents, beginning of period | 1,757,000 | 4,434,000 | 3,015,000 |
Cash and cash equivalents, end of period | 6,033,000 | 1,757,000 | 4,434,000 |
Supplemental Disclosure of Cash Flow Information: | |||
Cash paid during period for interest | 543,000 | 21,000 | |
Non-cash investing and financing activities: | |||
Contingent consideration for acquisitions | 9,976,000 | 960,000 | |
Exchange of trade accounts payable for note | 3,736,000 | ||
Conversion of preferred stock for common stock | 36,843,000 | 1,006,000 | |
Accrual of dividends on preferred stock | 1,449,000 | 1,360,000 | |
In-kind dividends on Series C preferred stock | 1,000,000 | ||
Common Stock | |||
Non-cash investing and financing activities: | |||
Issuance of stock | 23,111,000 | 9,435,000 | 4,295,000 |
Series D Preferred Stock | |||
Non-cash investing and financing activities: | |||
Issuance of stock | 62,000 | 950,000 | |
Series G Preferred Stock | |||
Non-cash investing and financing activities: | |||
Issuance of stock | 18,000,000 | ||
Convertible Promissory Notes | |||
Non-cash investing and financing activities: | |||
Issuance of stock | $588,000 |
Consolidated_Statements_of_Cas1
Consolidated Statements of Cash Flows (Parenthetical) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Extinguishment of notes payable | $12,600,000 |
Series F Preferred Stock | |
Issuance of stock | $5,400,000 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Summary of Significant Accounting Policies | 1 | Summary of Significant Accounting Policies: | |||||||||||
Business – Revolution Lighting Technologies, Inc. and its wholly-owned subsidiaries (“the Company”, “we”, “our”, “us”) design, manufacture, market and sell commercial grade light-emitting diode (“LED”) fixtures for outdoor and indoor applications, LED-based signage, channel-letter and contour lighting products, replacement lamps and high-performance, commercial grade smart grid control systems, as well as conventional lighting systems. We sell these products under the RVLT, Lumificient, Value Lighting, Array and CMG brand names. We are in the process of consolidating our Seesmart and Relume brand names under the RVLT umbrella. Our products incorporate many proprietary and innovative features. Our product offerings and patented designs provide opportunities for significant savings in energy and maintenance costs without compromising the environment. We generate revenue by selling lighting products for use in the municipal and commercial markets, which include vertical markets such as industrial, commercial and government facilities, hospitality, institutional, educational, healthcare and signage markets. We market and distribute our products globally through networks of distributors, independent sales agencies and representatives, electrical supply companies, as well as internal marketing and sales forces. | |||||||||||||
Our operations comprise two reportable segments for financial reporting purposes: Lighting Fixtures and Lamps and Lighting Signage and Media. The Lighting Fixtures and Lamps reportable segment includes our Seesmart, Relume, LIT, Tri-State and Value Lighting businesses. The Lighting Signage and Media reportable segment is comprised of the Lumificient business. The Media business of Relume, included in the Lighting Fixtures and Lamps segment since the 2013 acquisition of Relume was transferred to Lumificient effective January 1, 2014. It has been included in the Lighting Signage and Media reportable segment since that date. | |||||||||||||
On December 20, 2012, the Company completed the acquisition of Seesmart Technologies, Inc. (“Seesmart”). Seesmart is headquartered in Simi Valley, California. | |||||||||||||
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 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. | |||||||||||||
On April 17, 2014, the Company completed the acquisition of Value Lighting Inc. and certain of its affiliates (“Value Lighting”), a supplier of lighting solutions to the multifamily residential market. Value Lighting is headquartered in Marietta, Georgia with facilities in Marietta, Georgia; Dallas, Texas; Houston, Texas and Beltsville, Maryland. | |||||||||||||
Liquidity – At December 31, 2014, the Company had positive working capital of $18.8 million, compared to negative working capital at December 31, 2013 of $1.8 million. The improvement reflects our use of the new revolving credit facility described below, as well as loans from our controlling shareholder, RVL 1 LLC (“RVL”) and its affiliates as they continue to provide support to us. | |||||||||||||
While the Company generated negative cash flows from operations in 2014, it did achieve positive cash flows from operations in the fourth quarter of 2014, and the Company believes it has adequate resources to meet its cash requirements in the foreseeable future. | |||||||||||||
On December 1, 2014, we exchanged all outstanding series of preferred stock, including accrued but unpaid dividends thereon, to an aggregate of 36,300,171 shares of our unregistered common stock (the “Preferred Stock Exchange”). All rights relating to the preferred stock were extinguished as a result of this transaction, accordingly we have been relieved of the ongoing obligation to pay dividends on preferred stock. | |||||||||||||
Additionally, during 2014 the Company entered into a loan and security agreement with Bank of America to borrow up to $25 million on a revolving basis, based upon specified percentages of eligible receivables and inventory. Borrowings under this facility aggregated $8.8 million at December 31, 2014. We are in compliance with our covenants and obligations under the facility, and we estimate that as of December 31, 2014 we are eligible to borrow an additional $4.5 million under the facility based upon current levels of inventory and accounts receivable (see Note 16). | |||||||||||||
Although we have realized revenues of approximately $76.8 million during the year ended December 31, 2014, we face challenges in order to achieve profitability, and there can be no assurance that we will achieve or sustain positive cash flows from operations or profitability. Our ability to meet our obligations in the ordinary course of business is dependent upon our ability to establish profitable operations, maintain our revolving credit facility, or raise additional capital through public or private debt or equity financing, or other sources of financing to fund operations, as well as support of our controlling stockholder. There can be no assurance such financing will be available on terms acceptable to us or that any financing transaction will not be dilutive to our 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. 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. | |||||||||||||
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 records sales tax revenue on a gross basis (included in revenues and costs). For the years ended December 31, 2014 and 2013, revenues from sales taxes were approximately $2,679,000 and $547,000, respectively. Prior to 2013, sales taxes were immaterial. | |||||||||||||
Warranties and product liability – The Company’s products typically carry a warranty that ranges from one to ten 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, 2014, 2013 and 2012 are as follows: | |||||||||||||
(in thousands) | Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Warranty liability at January 1, | $ | 597 | $ | 346 | $ | 43 | |||||||
Warranty liability assumed in acquisitions | — | 101 | 303 | ||||||||||
Revision of warranty estimate | (185 | ) | — | — | |||||||||
Provisions for current year sales | 196 | 348 | 6 | ||||||||||
Current year claims | (165 | ) | (198 | ) | (6 | ) | |||||||
Warranty liability at December 31, | $ | 443 | $ | 597 | $ | 346 | |||||||
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, 2014. 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 at December 31, 2014 and 2013. 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, accrued liabilities and short-term borrowings. Fair values were estimated to approximate carrying values for these financial instruments since they are short term in nature and they are receivable or payable on demand. | |||||||||||||
The estimated fair value of assets and liabilities acquired 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. Based on the borrowing rates currently available to the Company for bank loans with similar terms and average maturities, the fair value of borrowings under our Revolving Credit facility are equal to the carrying value (see Note 16). | |||||||||||||
The Company determines the fair value of contingent consideration based on a probability-weighted discounted cash flow analysis. The fair value remeasurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in the fair value hierarchy. In each period, the Company reassesses its current estimates of performance relative to the stated targets and adjusts the liability to fair value. Any such adjustments are included as a component of Selling, general and administrative expense in the Consolidated Statement of Operations. | |||||||||||||
(in thousands) | 2014 | ||||||||||||
Fair value, January 1 | $ | 960 | |||||||||||
Fair value of contingent consideration issued during the period | 9,976 | ||||||||||||
Change in fair value | 1,419 | ||||||||||||
Fair value, December 31 | $ | 12,355 | |||||||||||
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 periodic 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) | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Allowance for doubtful accounts at January 1, | $ | 210 | $ | 57 | $ | 53 | |||||||
Additions | 350 | 170 | 17 | ||||||||||
Write-offs | (452 | ) | (17 | ) | (13 | ) | |||||||
Allowance for doubtful accounts at December 31, | $ | 108 | $ | 210 | $ | 57 | |||||||
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 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. Changes in assumptions and estimates could cause the Company to perform impairment test prior to scheduled annual impairment tests scheduled in the fourth quarter. | |||||||||||||
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 $300,000, $339,000 and $171,000 for the years ended December 31, 2014, 2013 and 2012, 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 evaluates the adequacy of the valuation allowance annually and, if its assessment of whether it is more likely than not that the related tax benefits will be realized changes, the valuation allowance will be increased or reduced with a corresponding benefit or charge included in income. Management evaluated the adequacy of the valuation allowance at December 31, 2013 in light of the historical results of operations and concluded that full valuation allowance for net deferred tax assets was required. In connection with the acquisitions in 2014, we recorded deferred tax liabilities of approximately $6.6 million. These net deferred tax liabilities can be used to reduce net deferred tax assets, accordingly we reduced our valuation allowance by this amount. No provision for income taxes has been recorded for the years ended December 31, 2013 and 2012 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. For the years ended December 31, 2014 and 2012, the Company computed expense for each group utilizing the following assumptions: | |||||||||||||
Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Expected volatility | 94.20% | — | 75.8% - 118.6% | ||||||||||
Weighted-average volatility | 94.20% | — | 78.10% | ||||||||||
Risk-free interest rate | 1.64% | — | 0.3% - 0.9% | ||||||||||
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. | |||||||||||||
In connection with the 2014 acquisitions (see Note 2), the Company is unconditionally obligated to issue an additional 8,035,826 shares of its common stock during 2015, 2016 and 2017. These shares have been included in the 2014 computation of basic and diluted earnings per share. Also in connection with the 2014 acquisitions, the Company is contingently obligated to pay up to $11.7 million, or at its option, an equivalent amount of common shares based upon its then-current market value, if certain performance criteria have been met. These shares have been excluded from the 2014 computation of diluted earnings per share because the effect would be antidilutive. | |||||||||||||
At December 31, 2013 and 2012, 20,232,230 and 17,314,926 common shares, respectively, were issuable pursuant to convertible securities, and were not included in the computation of loss per share at December 31, 2013 and 2012 because the effect would have been anti-dilutive. | |||||||||||||
The Preferred Stock Exchange has been accounted for as provided in ASC S99-2, which states that in such an extinguishment of preferred stock, the difference between (1) the fair value of the consideration transferred to the holders of the preferred stock and (2) the carrying amount of the preferred stock in the Company’s balance sheet, should be reflected in a manner similar to a dividend on preferred stock and subtracted from net income to arrive at income attributable to common shareholders in the calculation of earnings per share. Under this method, $5.3 million has been included in Net loss attributable to common stockholders for the year ended December 31, 2014. | |||||||||||||
Contingencies — In the ordinary course of business, the Company may become a party to various legal proceedings generally involving contractual matters, infringement actions, product liability claims and other matters. The Company evaluates such matters in accordance with the criteria set forth in Accounting Standards Codification 450. Based upon such evaluation, at December 31, 2014 the Company is not a party to any pending legal proceedings which it believes to be material. | |||||||||||||
Recent accounting pronouncements — In May 2014, the Financial Accounting Standards Board issued the standard “Revenue from Contracts with Customers” which supersedes existing revenue recognition standards including most industry-specific revenue recognition guidance. The standard is effective for annual periods beginning after December 31, 2016. Early adoption is not permitted. At this time, the Company has not determined the effect that this accounting pronouncement will have on its financial statements. | |||||||||||||
In June 2014, the FASB issued guidance that requires a performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period be accounted for as a performance condition. The guidance is effective for annual periods beginning after December 15, 2015 and interim periods within the year, and early adoption is permitted. The guidance should be applied on a prospective basis to awards that are granted or modified on or after the effective date. The guidance may be applied on a modified retrospective basis for performance targets outstanding on or after the beginning of the first annual period presented as of the date of adoption. The Company does not expect to grant these type of awards, but will adopt this guidance on January 1, 2016 and will apply it prospectively to any awards granted on or after January 1, 2016 that include these terms. | |||||||||||||
In August 2014, the FASB issued ASU No. 2014-15 (“ASU 2014-15”), Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This ASU requires management to assess and evaluate whether conditions or events exist, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the financial statements issue date. The provisions of ASU 2014-15 are effective for annual periods beginning after December 15, 2016 and for annual and interim periods thereafter; early adoption is permitted. The adoption of ASU 2014-15 is not expected to have a material effect on our consolidated financial statements. | |||||||||||||
In January 2015, the FASB issued ASU No. 2015-01, Income Statement – Extraordinary and Unusual Items (Subtopic 225-20), which eliminates the accounting concept of extraordinary items for periods beginning after December 15, 2015. The adoption of this ASU is not expected to have a material effect on our consolidated financial statements. | |||||||||||||
Acquisitions
Acquisitions | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Acquisitions | 2 | Acquisitions: | |||||||
Value Lighting - On April 17, 2014, the Company completed the acquisition of Value Lighting, a supplier of lighting solutions to the multifamily residential market. The purchase consideration aggregated $39.3 million and consisted of cash of $10.6 million funded with a loan from an affiliate, an unconditional obligation to issue an aggregate of 8,468,192 shares of common stock in four installments at six, twelve, eighteen and twenty-four months from the acquisition date, valued at $20.9 million, and contingent consideration payable in cash or common stock at the option of the Company aggregating up to a total of $11 million, valued at $7.8 million, if certain revenue and EBITDA targets are achieved by Value Lighting during 2014 and 2015. The purchase price has been reduced by $0.1 million based on the closing working capital. The Company acquired Value Lighting for its presence in the multifamily residential and construction markets, the experience of the management team, its customer base, operational and business development synergies. | |||||||||
The following amounts represent the determination of the fair value of identifiable assets acquired and liabilities assumed from the Value Lighting acquisition. The excess of the purchase price over the estimated fair value of the net tangible assets acquired was allocated to intangible assets of approximately $20.0 million and goodwill of approximately $18.6 million. | |||||||||
(in thousands) | |||||||||
Cash | $ | 35 | |||||||
Accounts receivable | 8,720 | ||||||||
Inventory | 7,505 | ||||||||
Goodwill | 18,635 | ||||||||
Customer relationships | 12,270 | ||||||||
Trade names | 4,800 | ||||||||
Backlog | 2,505 | ||||||||
Non-compete agreements | 260 | ||||||||
Other intangibles | 116 | ||||||||
Other assets | 2,901 | ||||||||
Assets acquired | 57,747 | ||||||||
Accounts payable | 8,683 | ||||||||
Accrued liabilities | 1,383 | ||||||||
Other current liabilities | 1,362 | ||||||||
Other liabilities | 1,185 | ||||||||
Deferred income tax liability | 5,825 | ||||||||
Liabilities assumed | 18,438 | ||||||||
Purchase price | $ | 39,309 | |||||||
The acquired intangibles are being amortized consistent with the period the underlying cash flows are generated. All of the goodwill is included in the Lighting Fixtures and Lamps reportable segment. Goodwill is not expected to be deductible for income tax purposes. | |||||||||
Other - On December 18, 2014, the company acquired All Around Lighting, Inc., a supplier of lighting fixtures, for $5.0 million. The purchase price consists of $0.9 million cash, 1,600,000 unregistered shares of the Company’s restricted common stock, and additional cash consideration if certain revenue targets are achieved in 2015 and 2016 (preliminarily valued at $0.3 million). The unregistered shares of restricted common stock have been valued at $1.8 million, and will be issued in eleven installments beginning in May 2015. The shares are subject to a price floor of $2.00 per share (preliminarily valued at $1.9 million), which will terminate when total share consideration received is equal to $3.2 million. The aggregate purchase price of $5.0 million has been preliminarily allocated to $1.7 million of tangible assets, $2.2 million of identifiable intangible assets and $2.8 million of goodwill, reduced by $1.7 million of liabilities assumed. The acquired intangibles are being amortized consistent with the period the underlying cash flows are generated. All of the goodwill is included in the Lighting Fixtures and Lamps reportable segment. Goodwill is not expected to be deductible for income tax purposes. 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 ASC Topic 805, “Business Combinations.” | |||||||||
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 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 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 determination of the fair value of identifiable assets acquired and liabilities assumed from the Tri-State acquisition. | |||||||||
(in thousands) | |||||||||
Accounts receivable | $ | 468 | |||||||
Inventory | 310 | ||||||||
Goodwill | 2,786 | ||||||||
Customer relationships | 1,680 | ||||||||
Non-compete agreements | 480 | ||||||||
Other intangibles | 738 | ||||||||
Other assets | 38 | ||||||||
Assets acquired | 6,500 | ||||||||
Accounts payable | 440 | ||||||||
Accrued liabilities | 208 | ||||||||
Other current liabilities | 80 | ||||||||
Liabilities assumed | 728 | ||||||||
Purchase price | $ | 5,772 | |||||||
The acquired intangibles are being amortized consistent with the period the underlying cash flows are generated. All of the goodwill is included in the Lighting Fixtures and Lamps reportable segment. Goodwill is expected to be deductible for income tax purposes. Goodwill was retroactively adjusted by $25,000 to reflect a working capital adjustment finalized in 2014. | |||||||||
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 $5.0 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 consideration paid is subject to further adjustment to the extent that the working capital (as defined in the Relume Merger Agreement) differs from the amount specified in the agreement. The amount of such adjustment has not been finalized. The cash portion of the purchase 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 $5.0 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. | |||||||||
The following amounts represent the determination of the fair value of identifiable assets acquired and liabilities assumed from the Relume acquisition. | |||||||||
(in thousands) | |||||||||
Cash | $ | 61 | |||||||
Accounts receivable | 851 | ||||||||
Inventory | 1,935 | ||||||||
Goodwill | 8,624 | ||||||||
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 | ||||||||
Purchase price | $ | 11,608 | |||||||
All of the goodwill is included in the Lighting Fixtures and Lamps reportable segment. None of the goodwill is expected to be deductible for income tax purposes. Goodwill was retroactively adjusted in 2014 by $454,000 to reflect a provision for unfavorable firm purchase commitments for inventory components. | |||||||||
Elite – On March 8, 2013, LIT, a wholly owned subsidiary of the Company, acquired certain assets of Elite LED Solutions (“Elite”) for $500,000 in cash, and 300,000 shares of the Company’s common stock, valued at $356,250, contingent on certain performance criteria that ultimately were not fulfilled. Concurrently, the Company entered into a five-year sales consulting agreement with the principals of the sellers pursuant to which the Company is obligated to pay a $20,000 monthly fee, additional fees based on achieving specified operational targets, and 850,000 shares of the Company’s common stock, which were to 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 was to have been accounted for as compensation pursuant to ASC 505-50 “Equity-Based Payments to Non-Employees.” The following summarizes the purchase price allocation to the acquired assets: | |||||||||
(in thousands) | |||||||||
Customer revenue contracts | $ | 1,599 | |||||||
Gain on bargain purchase | (743 | ) | |||||||
Purchase price | $ | 856 | |||||||
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 Company amortized the acquired contracts over the periods of the cash flows that they generated. Substantially all the contracts were amortized in 2013. | |||||||||
On October 9, 2013 the Company notified Elite 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 (the “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. A working capital adjustment reduced the purchase price by approximately $1.2 million, which 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 purchase price of $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 Agreement, the Company was required to distribute additional 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 in cash. | |||||||||
On the acquisition date, Seesmart had outstanding convertible notes payable. In accordance with the terms of the notes, they 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, holders representing approximately $1 million of the cash obligation elected to receive a total of 1,479,947 shares of common stock. The remaining holders elected to be paid in cash and received approximately $2.4 million. The Seesmart convertible notes payable were 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 | ||||||||
Purchase price | $ | 18,276 | |||||||
All the goodwill is included in the Lighting Fixtures and Lamps 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 2014 and 2013 acquisitions referred to above had been completed as of January 1, 2013 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, 2014 | December 31, 2013 | ||||||||
Revenues | $ | 96,190 | $ | 84,584 | |||||
Operating loss | $ | (9,837 | ) | $ | (13,709 | ) | |||
Net Loss | $ | (4,393 | ) | $ | (20,992 | ) | |||
The pro forma operating loss and net loss also reflect the following charges and credits directly attributable to the acquisitions: | |||||||||
(in thousands) | Year Ended | Year Ended | |||||||
December 31, 2014 | December 31, 2013 | ||||||||
Recorded by Company: | |||||||||
Gain on bargain purchase of business | $ | — | $ | 743 | |||||
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 | |||||||
Recorded by Value Lighting pre-acquisition: | |||||||||
Fee paid by sellers in connection with the transaction | (528 | ) | — | ||||||
Pro Forma charge for amortization of the intangible assets related to acquired backlog, not expected to recur after the first year following the year of acquisition | — | (2,370 | ) | ||||||
$ | (528 | ) | $ | (5,298 | ) | ||||
The pro forma loss from continuing operations and net loss for the year ended December 31, 2013 reflect a charge of $7.0 million representing the change in fair value of embedded derivative, which is included in the historical results of the Company and not directly attributed to the acquisitions. | |||||||||
The revenue of the 2014 acquisitions, included in our 2014 actual results operations from their respective acquisition dates through December 31, 2014 totaled $46.2 million. The net income of the 2014 acquisitions, included in our 2014 actual results of operations, from their respective acquisition dates through December 31, 2014 totaled $1.6 million. | |||||||||
The revenue of the 2013 acquisitions, included in our 2013 actual 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 actual results of operations, from their respective acquisition dates through December 31, 2013 totaled $0.4 million. |
Inventories
Inventories | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Inventories | 3 | Inventories: | |||||||||||
Inventories, which are primarily purchased from third parties, consist of the following: | |||||||||||||
(in thousands) | December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
Raw materials | $ | 3,895 | $ | 4,450 | |||||||||
Finished goods | 11,447 | 2,227 | |||||||||||
15,342 | 6,677 | ||||||||||||
Less provision for obsolescence | (1,669 | ) | (1,708 | ) | |||||||||
Net inventories | $ | 13,673 | $ | 4,969 | |||||||||
(in thousands) | Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Inventory reserve at January 1, | $ | 1,708 | $ | 1,669 | $ | 895 | |||||||
Additions | 179 | 1,644 | 1,346 | ||||||||||
Write offs | (218 | ) | (1,605 | ) | (572 | ) | |||||||
Inventory Reserve at December 31, | $ | 1,669 | $ | 1,708 | $ | 1,669 | |||||||
The Company terminated its relationship with Seesmart’s logistics supplier in 2013. All related inventories were returned to Seesmart during March 2013. | |||||||||||||
During 2012, 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. In 2013 certain of these inventories were written off. |
Intangible_Assets
Intangible Assets | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Intangible Assets | 4 | Intangible Assets: | |||||||||||||||||||
At December 31, 2014, the Company had the following intangible assets subject to amortization: | |||||||||||||||||||||
(in thousands) | Gross Carrying | Accumulated | Net Carrying | ||||||||||||||||||
Amount | Amortization | Amount | |||||||||||||||||||
Patents | $ | 268 | $ | (153 | ) | $ | 115 | ||||||||||||||
Trade names | 11,358 | (1,280 | ) | 10,078 | |||||||||||||||||
Customer relationships | 24,455 | (2,942 | ) | 21,513 | |||||||||||||||||
Customer contracts | 1,877 | (1,669 | ) | 208 | |||||||||||||||||
Technology | 1,953 | (196 | ) | 1,757 | |||||||||||||||||
Favorable leases | 334 | (64 | ) | 270 | |||||||||||||||||
Non-compete agreements | 740 | (151 | ) | 589 | |||||||||||||||||
Backlog | 2,619 | (2,369 | ) | 250 | |||||||||||||||||
Product certification and licensing costs | 61 | (57 | ) | 4 | |||||||||||||||||
$ | 43,665 | $ | (8,881 | ) | $ | 34,784 | |||||||||||||||
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 | ||||||||||||||
Trade names | 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 | |||||||||||||||
Intangibles are amortized using the straight-line method over their estimated useful lives. Amortization expense during the years ended December 31, 2014, 2013 and 2012 is as follows: | |||||||||||||||||||||
(in thousands) | Estimated useful | 2014 | 2013 | 2012 | |||||||||||||||||
life | |||||||||||||||||||||
Patents and trade names | 12 to 17 years | $ | 688 | $ | 388 | $ | 109 | ||||||||||||||
Customer relationships | 10 to 15 years | 1,694 | 761 | 116 | |||||||||||||||||
Customer contracts | 1 to 3 years | 56 | 1,613 | — | |||||||||||||||||
Technology | 10 years | 129 | 67 | — | |||||||||||||||||
Favorable Leases | 10 years | 61 | 3 | — | |||||||||||||||||
Non-compete agreement | 6 years | 141 | 10 | — | |||||||||||||||||
Backlog | 1 year | 2,369 | — | — | |||||||||||||||||
Product certification and licensing costs | 3 years | 11 | 17 | 41 | |||||||||||||||||
Total | $ | 5,149 | $ | 2,859 | $ | 266 | |||||||||||||||
During 2012, as a result of our then-deteriorating business and significantly reduced market value, the Company performed impairment tests on long-lived assets as prescribed by Accounting Standards Codification Section 360 (“ASC 360), and determined that the carrying amounts of assets in the Company’s LED replacement lamps and fixtures asset group were not recoverable. In accordance with ASC 360, we recorded impairment charges aggregating $1.0 million on intangible assets, $0.4 million on property and equipment, and $0.02 million on additional intangible assets included in our corporate business unit. Amortization expense on intangible assets for the next five years is estimated as follows: | |||||||||||||||||||||
(in thousands) | 2015 | 2016 | 2017 | 2018 | 2019 | ||||||||||||||||
Patents | $ | 23 | $ | 23 | $ | 23 | $ | 23 | $ | 22 | |||||||||||
Trade names | 815 | 815 | 815 | 815 | 815 | ||||||||||||||||
Customer relationships | 1,971 | 1,971 | 1,971 | 1,903 | 1,869 | ||||||||||||||||
Customer contracts | 56 | 56 | 56 | 42 | — | ||||||||||||||||
Technology | 195 | 195 | 195 | 195 | 195 | ||||||||||||||||
Favorable Leases | 74 | 45 | 22 | 22 | 22 | ||||||||||||||||
Non-compete agreement | 167 | 167 | 105 | 80 | 70 | ||||||||||||||||
Backlog | 250 | ||||||||||||||||||||
Product certification and licensing costs | 4 | — | — | — | — | ||||||||||||||||
Total | $ | 3,555 | $ | 3,272 | $ | 3,187 | $ | 3,080 | $ | 2,993 | |||||||||||
Goodwill
Goodwill | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Goodwill | 5 | Goodwill: | |||||||||||
The changes in the carrying amount of goodwill for the years ended December 31, 2014 and 2013 are presented below. Goodwill acquired during the year ended December 31, 2013 has been retroactively adjusted by approximately $430,000 as a result of the finalization of the Tri-State and Relume purchase price allocations (see Note 2). | |||||||||||||
(in thousands) | Lighting Fixtures | Lighting | Total | ||||||||||
and Lamps | Signage and | ||||||||||||
Media | |||||||||||||
Balance, January 1, 2013 | $ | 10,166 | $ | — | $ | 10,166 | |||||||
Acquisitions | 11,332 | — | 11.332 | ||||||||||
Balance, December 31, 2013 | 21,498 | — | 21,498 | ||||||||||
Acquisitions | 21,493 | — | 21,493 | ||||||||||
Transfer of Relume’s Media business | (1,463 | ) | 1,463 | — | |||||||||
Balance, December 31, 2014 | $ | 41,528 | $ | 1,463 | $ | 42,991 | |||||||
Accumulated Balances: | |||||||||||||
Goodwill | $ | 43,517 | $ | 1,870 | $ | 45,387 | |||||||
Accumulated impairment losses | (1,989 | ) | (407 | ) | (2,396 | ) | |||||||
Balance, December 31, 2014 | $ | 41,528 | $ | 1,463 | $ | 42,991 | |||||||
During 2012, as a result of the Company’s then-deteriorating business and significantly reduced market value, the Company performed impairment tests as prescribed by ASC 350. As a result, our Lighting Fixtures and Lamps segment recorded a goodwill impairment charge totaling $1,989,000. | |||||||||||||
During the fourth quarter of 2014, the Company performed step one of the impairment testing as described in Note 1 for each of its 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. | |||||||||||||
Convertible_Promissory_Notes
Convertible Promissory Notes | 12 Months Ended | |
Dec. 31, 2014 | ||
Convertible Promissory Notes | 6 | Convertible Promissory Notes |
On September 25, 2012, the Company extinguished $2,400,000 principal amount of outstanding convertible promissory notes in exchange for $880,000 in cash and 1,000,000 newly-issued shares of the Company’s common stock. The Company accounted for this transaction as a troubled debt restructuring in accordance with Accounting Standards Codification 470-60, “Troubled Debt Restructurings by Debtors”. The Company recognized a gain on debt restructuring of $1,048,000, or $0.05 per share, representing the excess of the carrying amount of the notes and accrued interest thereon, over the fair value of the cash and common stock issued. | ||
Also in September 2012, 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. |
Common_Stock_Transactions
Common Stock Transactions | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Common Stock Transactions | 7 | Common Stock Transactions: | |||
As of December 31, 2014, the Company had approximately 129.7 million shares of its common stock outstanding, of which approximately 84.3 million shares, or 65%, were constructively owned by RVL and its affiliates. | |||||
On December 1, 2014 the Company completed an underwritten public offering of 8 million shares of its common stock, at an offering price of $1.25. Net proceeds of the offering approximated $8.6 million, which was used for general corporate purposes. | |||||
Also on December 1, 2014, the Company completed the Preferred Stock Exchange, in which the Company exchanged all outstanding preferred stock, including accrued but unpaid dividends thereon, for 36,300,171 shares of unregistered common stock. All rights relating to the preferred stock were extinguished as a result of this transaction, and at December 31, 2014 the Company has no outstanding preferred stock. See Note 8 for additional information. | |||||
On May 15, 2013, all outstanding shares of Series D Preferred Stock, aggregating 11,915 shares, were automatically converted into 1,712,167 shares of common stock at a conversion price per share equal to $0.6959. See Note 8 for additional information. | |||||
On April 9, 2013 the Company entered into a Management Services Agreement (the “Management Agreement”) with Aston, an affiliate of RVL, under which Aston provides consulting services in connection with financing matters, budgeting, strategic planning and business development. In consideration of the services provided, the Company issued 500,000 shares of restricted common stock to Aston, vesting in three equal annual increments, with the first such vesting date being September 25, 2013. | |||||
On April 21, 2014, the Company granted an additional 300,000 shares of restricted stock to Aston pursuant to the Management Agreement, which vest in three annual installments with the first such vesting date being September 25, 2014. 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. | |||||
On March 8, 2013, the Company entered into 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. 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. | |||||
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. | |||||
At December 31, 2014, the Company has reserved common stock for issuance in relation to the following: | |||||
Employee stock options and restricted stock | 1,429,881 | ||||
Shares subject to warrants | 289,187 | ||||
Shares to be issued for acquisitions | 8,307,398 | ||||
Total reserved shares | 10,026,466 |
Preferred_Stock
Preferred Stock | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Preferred Stock | 8 | Preferred Stock | |||||||||||
The Company is authorized to issue up to 5,000,000 shares of preferred stock. | |||||||||||||
As a result of the Preferred Stock Exchange, all rights relating to the preferred stock were extinguished, and at December 31, 2014 the Company has no outstanding 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 during any of the years presented. | |||||||||||||
Series B Convertible 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 25, 2012, the Company issued to RVL 600,000 shares of Series B Preferred Stock in exchange for $6 million. The net proceeds of $5,195,000 were used to retire debt, to fund a settlement of certain litigation, and for working capital purposes. The Series B Preferred Stock was 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. After giving effect to the conversion feature of the Series B Preferred Stock and the other transactions, RVL owned 46,153,846 as-converted shares of common stock, or approximately 73% of the Company, which represented a change in control of the Company. RVL was 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 remaining two shares were converted to common stock in the Preferred Stock Exchange. | |||||||||||||
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 Series B conversion price on the date of its issuance was $0.13 per share, and the Company’s common stock price had increased to $0.59 per share. As a result, the Company recognized a BCF. The value of the BCF is limited to the basis that is initially allocated to the convertible security, accordingly 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. | |||||||||||||
Series C Convertible Preferred Stock – The Company has designated 25,000 shares of preferred stock as Series C Convertible Preferred Stock , par value $0.001 per share (the “Series C Preferred Stock”). | |||||||||||||
On December 20, 2012, the Company issued to RVL 10,000 shares of the Series C Preferred Stock, for cash of $10 million, which was used to fund the Seesmart acquisition (Note 2) 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. Additionally RVL was given 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. | |||||||||||||
Each share of Series C Preferred Stock carried a liquidation preference and was 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 were payable through the issuance of additional shares of Series C Preferred Stock on each anniversary of the date of issuance. Additionally, the Series C Preferred Stock shared 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. On December 1, 2014, all outstanding shares of Series C Preferred were converted to common stock in the Preferred Stock Exchange. | |||||||||||||
Series D Convertible 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 Series D Preferred Stock, and in the first quarter of 2013, the Company issued 738 shares of Series D Preferred Stock, as partial consideration in the Seesmart acquisition (Note 2). The Series D Preferred Stock had a liquidation preference of $100 per share and shared ratably on an as-converted basis with the | |||||||||||||
Company’s common stock in the payment of dividends and distributions. The Series D Preferred Stock was non-voting and was initially non-convertible. 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”). | |||||||||||||
Series E Redeemable Convertible Preferred Stock – The Company has designated 10,000 shares of preferred stock as Series E Convertible Redeemable Preferred Stock, par value $0.001 per share (the “Series E Preferred Stock”). | |||||||||||||
On February 21, 2013, the Company issued to RVL 5,000 shares of Series E Preferred Stock for cash of $5 million, which was used for working capital purposes. 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. | |||||||||||||
Each share of Series E Preferred Stock was entitled to receive cumulative dividends payable at a rate per annum of 5% of the Series E Stated Value then in effect. Additionally, the Series E Preferred Stock shared 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. | |||||||||||||
In accordance with Accounting Standards Codification 480 (ASC 480), the Company classified the Series E Preferred Stock as temporary equity in the financial statements as it was subject to mandatory redemption at the option of the holder. The Company concluded that the Series E Preferred Stock is more akin to a debt-type instrument than an equity-type instrument. Accordingly the Series E Preferred Stock was accreted to the redemption amount in effect on the balance sheet date. | |||||||||||||
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 | ) | |||||||
On December 1, 2014, all outstanding shares of Series E Preferred were converted to common stock in the Preferred Stock Exchange described above. | |||||||||||||
Series F Redeemable Convertible 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 to RVL 5,000 shares of Series F Preferred Stock for cash of $5 million, which was used for working capital purposes. | |||||||||||||
Each share of Series F Preferred Stock was voting and carried a liquidation preference. It was redeemable for cash at the option of the Company, and convertible to either common stock or cash at the option of the holder. Additionally, it was entitled to receive dividends at a rate per annum equal to 7% of the Series F Stated Value then in effect. For the year ended December 31, 2013, the Company accrued Series F Dividends of $129,000. | |||||||||||||
All outstanding shares of Series F preferred stock were redeemed in connection with the exchange of Series F preferred stock for Series G preferred stock described below. Following the redemption, the Series F preferred stock was cancelled in June 2014. | |||||||||||||
In accordance with Accounting Standards Codification 489 (“ASC 480”), the Company classified the Series F Preferred Stock as temporary equity in the financial statements as it was subject to mandatory redemption at the option of the holder. The Company concluded that the Series F Preferred Stock is more akin to a debt-type instrument than an equity-type instrument. Accordingly the preferred stock was accreted to the redemption amount in effect on the balance sheet date. | |||||||||||||
Series G Redeemable Convertible Preferred stock – The Company designated 18,000 shares of preferred stock as Series G Convertible Redeemable Preferred Stock, par value $0.001 per share (the “Series G Preferred Stock”). | |||||||||||||
On June 30, 2014, the Company issued to RVL and its affiliate an aggregate of 18,000 shares Series G Preferred Stock as follows. The Company issued 10,956,000 shares in exchange for cancellation of the outstanding balance on the RVL Note (see Note 16), which aggregated $10,956,000 including accrued and unpaid interest thereon. An additional 5,404 shares were issued in exchange for the 5,000 shares (including accrued and unpaid dividends thereon) of the Company’s outstanding Series F Preferred Stock, and 1,640 shares were issued to Aston in exchange for $1,640,085, a portion of the outstanding balance on the February Note (see Note 15). | |||||||||||||
The Series G Preferred Stock carried a liquidation preference, and was voting and convertible into shares of the Company’s common stock at any time at the option of the holder at a conversion price equal to $2.30. In accordance with ASC 480, the Company classified the Series G Preferred Stock as temporary equity in the financial statements as it was subject to mandatory redemption at the option of the holder. | |||||||||||||
Additionally, the Company had the option to redeem all or any part of the Series G Preferred Stock for cash at any time subject to the holder’s right to convert and require delivery of shares of common stock. For so long as shares of Series G Preferred Stock were outstanding, the Company was prohibited from taking certain actions specified in the Series G certificate of designations without the consent of a majority of the holders. | |||||||||||||
Each share of Series G Preferred Stock was entitled to receive cumulative dividends payable at a rate per annum of nine percent (9%) of the Series G Stated Value. | |||||||||||||
On December 1, 2014, all outstanding shares of Series G Preferred were converted to common stock in the Preferred Stock Exchange. |
Stock_Option_Plans
Stock Option Plans | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Stock Option Plans | 9 | 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. 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 are 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 non-statutory 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 further awards will be made pursuant to the 2003 Plan. As of December 31, 2014, 379,380 shares of common stock were vested and exercisable under the 2003 Plan, and 379,380 shares have been reserved for issuance under the 2003 Plan. | |||||||||||||||||
In May 2013, shareholders approved the 2013 Stock Incentive Plan (the “2013 Plan”). An aggregate of 3,000,000 shares of the Company’s common stock may be issued pursuant to the 2013 Plan, as amended, 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. Stock awards typically vest over three years but vesting periods for non-employees may be longer or based on the achievement of performance goals. | |||||||||||||||||
Through December 31, 2014, 35,000 options and 1,949,499 restricted shares have been awarded, net of forfeitures, under the 2013 Plan. A total of 1,015,501 common shares are reserved for future issuance under the 2013 Plan, of which 291,000 are approved but unissued. | |||||||||||||||||
The following table summarizes option activity of the 2003 and 2013 Plans: | |||||||||||||||||
Number of | Weighted | ||||||||||||||||
Shares | Average | ||||||||||||||||
Outstanding | Exercise | ||||||||||||||||
Under Option | Price | ||||||||||||||||
Balance, January 1, 2012 | 737,020 | $ | 4.26 | ||||||||||||||
Options granted at market | 54,250 | 0.54 | |||||||||||||||
Options exercised | — | — | |||||||||||||||
Options forfeited or expired | (84,467 | ) | 1.83 | ||||||||||||||
Balance, December 31, 2012 | 706,803 | $ | 4.27 | ||||||||||||||
Options granted at market | — | — | |||||||||||||||
Options exercised | (108,146 | ) | 2.45 | ||||||||||||||
Options forfeited or expired | (191,637 | ) | 4.76 | ||||||||||||||
Balance, December 31, 2013 | 407,020 | $ | 4.52 | ||||||||||||||
Options granted at market | 52,500 | 2.32 | |||||||||||||||
Options exercised | — | — | |||||||||||||||
Options forfeited or expired | (45,140 | ) | 2.82 | ||||||||||||||
Balance, December 31, 2014 | 414,380 | $ | 4.29 | ||||||||||||||
A summary of the non-vested options as of December 31, 2014 and changes during the year ending December 31, 2014 is presented below: | |||||||||||||||||
Non-vested Shares | Shares | Weighted-Average | |||||||||||||||
Grant-Date | |||||||||||||||||
Fair Value | |||||||||||||||||
Non-vested at January 1, 2014 | 667 | $ | 1.23 | ||||||||||||||
Granted | 52,500 | 3.02 | |||||||||||||||
Vested | (667 | ) | 1.23 | ||||||||||||||
Forfeited | (17,500 | ) | 3.02 | ||||||||||||||
Non-vested at December 31, 2014 | 35,000 | $ | 3.02 | ||||||||||||||
The total future compensation cost related to non-vested stock option awards is estimated to be nominal for the years ending December 31, 2015 and 2016. The average fair value of options granted at market during 2014 and 2012 was $3.02 and $0.39 per option, respectively. The total intrinsic value of options exercised during the year ended December 31, 2013 was $95,000. No options were exercised in 2014 and 2012. Options outstanding at December 31, 2014 had no intrinsic value. The total fair value of shares vested during the years ended December 31, 2014, 2013 and 2012 was approximately $1,000, $2,000 and $158,000, respectively. | |||||||||||||||||
Additionally, during the year ended December 31, 2014, the Company issued 848,000 restricted shares under the 2013 Plan to employees and non-employee service providers, and 130,000 were forfeited. The weighted average term of employee restricted stock is three years. Unrecognized compensation expense for employee restricted stock grants outstanding at December 31, 2014 amounted to $1,670,240. The weighted average grant date fair value is $3.00 per share. | |||||||||||||||||
Prior to 2012, the 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 2014 and 2013, and there was no unrecognized compensation cost related to non-vested performance options at December 31, 2014. A summary of activity of options that vested upon achievement of certain performance criteria under the 2003 Plan as of December 31, 2014 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, 2014 above. | |||||||||||||||||
Performance Based Shares | Shares | Weighted | Weighted | Aggregate | |||||||||||||
Average | Average | Intrinsic | |||||||||||||||
Exercise Price | Remaining | Value | |||||||||||||||
Contractual Term | |||||||||||||||||
Outstanding at January 1, 2012 | 161,240 | $ | 3.79 | 5.91 | $ | — | |||||||||||
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 | — | |||||||||||||
Granted | — | — | |||||||||||||||
Options exercised | — | — | |||||||||||||||
Forfeited or expired | 7,640 | 5.3 | 4.45 | — | |||||||||||||
Outstanding at December 31, 2014 | — | — | — | — | |||||||||||||
Exercisable at December 31, 2014 | — | $ | — | — | $ | — | |||||||||||
.Stock-based compensation expense for employees recognized in the accompanying statements of operations for the years ended December 31, 2014, 2013 and 2012 was $1,751,000, $302,000 and $45,000, respectively. Stock-based compensation expense (benefit) recorded with respect to non-employee service providers during the years ended December 31, 2014 and 2013 was ($40,000) and $506,000, respectively. There was no such compensation recorded for year ended December 31, 2012. Stock-based compensation for 2014 includes $911,000 of bonus and commissions to be paid in the form of common stock. |
Operating_Leases
Operating Leases | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Operating Leases | 10 | Operating Leases: | |||||||||||
The Company leases office, warehouse and manufacturing facilities throughout the United States. Generally, the leases require the Company to pay the operating expenses of the properties, in some cases including property taxes. The majority of the Company’s leases include renewal options at existing or current market rates. | |||||||||||||
The following schedule shows the total rent expense under operating leases: | |||||||||||||
(in thousands) | Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Rent expense | $ | 953 | $ | 577 | $ | 301 | |||||||
Less sublease rentals | — | (47 | ) | (35 | ) | ||||||||
Total rent expense | $ | 953 | $ | 530 | $ | 266 | |||||||
The future minimum payment obligations as of December 31, 2014 for operating leases are as follows: | |||||||||||||
2015 | $ | 1,057 | |||||||||||
2016 | 1,094 | ||||||||||||
2017 | 1,017 | ||||||||||||
2018 | 688 | ||||||||||||
2019 | 390 | ||||||||||||
Thereafter | 1,500 | ||||||||||||
Total future payment obligations | $ | 5,746 | |||||||||||
Risk_Concentrations
Risk Concentrations | 12 Months Ended | |
Dec. 31, 2014 | ||
Risk Concentrations | 11 | 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. | ||
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 years ended December 31, 2014 and 2012. | ||
The Company made purchases from two suppliers representing approximately 14% and 10% of total net purchases for the year ended December 31, 2013, and four suppliers representing approximately 18%, 15%, 14% and 12% of total net purchases for the year ended December 31, 2012. No such concentrations existed during the year ended December 31, 2014. | ||
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. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Income Taxes | 12 | Income Taxes: | |||||||||||||||||||||||
As of December 31, 2014, the Company reported net operating loss carry forwards for federal and state income tax purposes of $27,019,000 and $35,147,000, respectively, which expire between 2019 and 2034. 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. 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 as of December 31, 2014 are subject to limitations imposed by Section 382 of the Internal Revenue Code. During 2013 the Company performed an evaluation of the Section 382 limitations on the use of net operating loss carryforwards and has adjusted them accordingly. The Company has recognized a full valuation allowance related to its remaining net deferred tax assets, including the remaining net operating loss carryforwards. | |||||||||||||||||||||||||
In conjunction with the 2014 acquisitions, the Company recorded a net deferred tax liability of $6.6 million in its purchase price allocation (see Note 2). This liability can be used to reduce the overall deferred tax asset of the Company and as a result, the Company recognized a corresponding tax benefit related to the reduction of the existing valuation allowance. This benefit resulted in a credit recorded in earnings of $6.6 million for 2014. | |||||||||||||||||||||||||
Components of deferred tax assets (liabilities) are as follows: | |||||||||||||||||||||||||
(in thousands) | December 31, | ||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
Accounts receivable | $ | 233 | $ | 58 | |||||||||||||||||||||
Inventories | 1,847 | 473 | |||||||||||||||||||||||
Accrued expenses | 818 | 825 | |||||||||||||||||||||||
Depreciation | (5 | ) | 40 | ||||||||||||||||||||||
Intangible assets | (11,232 | ) | (5,320 | ) | |||||||||||||||||||||
Stock options | 1,339 | 1,015 | |||||||||||||||||||||||
Deferred revenue | 22 | 46 | |||||||||||||||||||||||
Other | 5 | 6 | |||||||||||||||||||||||
Net operating loss carry forwards | 11,860 | 9,316 | |||||||||||||||||||||||
Net deferred tax asset | 4,887 | 6,459 | |||||||||||||||||||||||
Valuation allowance | (4,887 | ) | (6,459 | ) | |||||||||||||||||||||
$ | — | $ | — | ||||||||||||||||||||||
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 and 2012 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, 2014, 2013 and 2012: | |||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||||||||||||||
Amount | % | Amount | % | Amount | % | ||||||||||||||||||||
Tax benefit at statutory federal rate | $ | (3,988 | ) | (34.0 | ) | $ | (5,719 | ) | (34.0 | ) | $ | (2,916 | ) | (34.0 | ) | ||||||||||
Deferred state tax benefit | (383 | ) | (3.3 | ) | (258 | ) | (1.5 | ) | (618 | ) | (7.2 | ) | |||||||||||||
Change in valuation allowance | 4,982 | 42.5 | (10,446 | ) | (62.1 | ) | 2,810 | 32.8 | |||||||||||||||||
Tax benefit of acquisition | (6,550 | ) | (55.8 | ) | — | — | — | — | |||||||||||||||||
Goodwill impairment | — | — | — | — | 676 | 7.9 | |||||||||||||||||||
Adjustment to net operating loss carryforwards | (120 | ) | (1.0 | ) | 13,828 | 82.2 | 41 | 0.5 | |||||||||||||||||
Non-deductible expenses | 160 | 1.4 | 2,595 | 15.4 | 7 | 0 | |||||||||||||||||||
Impact of rate change | (651 | ) | (5.6 | ) | — | — | — | — | |||||||||||||||||
Income tax benefit | $ | (6,550 | ) | (55.8 | ) | $ | — | — | $ | — | — | ||||||||||||||
Segment_Reporting
Segment Reporting | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Segment Reporting | 13 | Segment Reporting: | |||||||||||
The Company’s operations are principally managed on a product basis and are comprised of two reportable segments for financial purposes: Lighting Fixtures and Lamps and the Lighting Signage and Media. The Lighting Fixtures and Lamps reportable segment includes the Seesmart business, the Relume business, the LIT business, the Tri-State business and the Value Lighting business. The Lighting Signage and Media reportable segment is comprised of the Lumificient business. Effective January 1, 2014 the Media business of Relume, included in the Lighting Fixtures and Lamps segment since the acquisition of Relume, was transferred to Lumificient and is now included in the Lighting Signage and Media reportable segment. Financial information relating to the reportable operating segments for the years ended December 31, 2014, 2013 and 2012 is presented below: | |||||||||||||
(in thousands) | Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Revenues from external customers: | |||||||||||||
Lighting fixtures and lamps | $ | 72,373 | $ | 22,823 | $ | 792 | |||||||
Lighting signage and media | 4,467 | 3,237 | 3,689 | ||||||||||
Total revenues from external customers | $ | 76,840 | $ | 26,060 | $ | 4,481 | |||||||
Segment loss: | |||||||||||||
Lighting fixtures and lamps | $ | (4,213 | ) | $ | (3,495 | ) | $ | (5,820 | ) | ||||
Lighting signage and media | (232 | ) | (174 | ) | (195 | ) | |||||||
Segment loss | (4,445 | ) | (3,669 | ) | (6,015 | ) | |||||||
Unallocated amounts: | |||||||||||||
Corporate expenses | (6,442 | ) | (6,853 | ) | (3,401 | ) | |||||||
Change in fair value of embedded derivative | — | (6,990 | ) | — | |||||||||
Gain on debt restructuring | — | — | 1,048 | ||||||||||
Gain on bargain purchase of business | — | 743 | — | ||||||||||
Deferred income tax benefit | 6,550 | — | — | ||||||||||
Interest expense, net | (843 | ) | (52 | ) | (210 | ) | |||||||
Net loss | $ | (5,180 | ) | $ | (16,821 | ) | $ | (8,578 | ) | ||||
Depreciation and amortization: | |||||||||||||
Lighting fixtures and lamps | $ | 5,307 | $ | 1,799 | $ | 156 | |||||||
Lighting signage and media | 316 | 1,298 | 237 | ||||||||||
Segment depreciation and amortization | 5,623 | 3,097 | 393 | ||||||||||
Corporate depreciation and amortization | 21 | 25 | 100 | ||||||||||
Total depreciation and amortization | $ | 5,644 | $ | 3,122 | $ | 493 | |||||||
As of December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Segment assets: | |||||||||||||
Lighting fixtures and lamps | $ | 122,921 | $ | 52,989 | |||||||||
Lighting signage and media | 6,859 | 4,524 | |||||||||||
Total segment assets | 129,780 | 57,513 | |||||||||||
Elimination of intercompany receivable | (31,303 | ) | (14,231 | ) | |||||||||
Other corporate assets | 28,065 | 8,955 | |||||||||||
Total assets | $ | 126,542 | $ | 52,237 | |||||||||
Expenditures for segment assets: | |||||||||||||
Lighting fixtures and lamps | $ | 320 | $ | 100 | |||||||||
Lighting signage and media | 39 | 11 | |||||||||||
Total expenditures for segment assets | 359 | 111 | |||||||||||
Corporate expenditures for assets | 126 | 22 | |||||||||||
Total expenditures for assets | $ | 485 | $ | 133 | |||||||||
Net revenues by geographic location, based on location of customers, were as follows: | |||||||||||||
(in thousands) | December 31, | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
United States | $ | 74,839 | $ | 25,243 | $ | 3,901 | |||||||
Canada | 1,839 | 574 | 383 | ||||||||||
Other | 162 | 243 | 197 | ||||||||||
Total | $ | 76,840 | $ | 26,060 | $ | 4,481 | |||||||
Net long-lived assets by geographic locations were as follows: | |||||||||||||
(in thousands) | December 31, | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
United States | $ | 35,883 | $ | 18,489 | $ | 12,364 | |||||||
Other | 112 | 137 | 8 | ||||||||||
Total | $ | 35,995 | $ | 18,626 | $ | 12,372 | |||||||
Benefit_Plans
Benefit Plans | 12 Months Ended | |
Dec. 31, 2014 | ||
Benefit Plans | 14 | 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 2014 and 2013, respectively, we had $120,000 and $39,000 in expenses related to the plan. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended | |
Dec. 31, 2014 | ||
Related Party Transactions | 15 | Related Party Transactions: |
Financings – In February 2014 the Company entered in an arrangement with Aston, an affiliate of our Chairman and Chief Executive Officer, pursuant to which the Company borrowed $3.5 million for general corporate purposes (the “February Note”). The borrowing bore interest at 9% annually and originally had a scheduled maturity of April 1, 2015. The Company had the option to prepay the note at any time without penalty. In April 2014, the Company borrowed an additional $1 million from Aston for general corporate purposes on the same terms and conditions as the February Note (the “April Note”). Also in April 2014, the Company borrowed $10.8 million from RVL to fund the acquisition of Value Lighting (the “RVL Note”) which bore interest at 9% annually and originally had a scheduled maturity of the earliest of April 1, 2015 or the date on which the Company received proceeds from any debt, factoring or other similar facility or equity securities in the commercial banking, private placement or public markets. | ||
In June 2014, the company exchanged the $10.8 million RVL Note and $1.6 million of the February Note plus related accrued interest, for an equivalent amount of Series G preferred stock. See Note 8. | ||
In addition, Aston advanced an additional $ 2.7 million for general corporate purposes in four separate transactions during May and June 2014. As of July 31, 2014, the Audit Committee ratified these advances and approved the issuance of a promissory note in respect of such amount, which bears interest and matures on April 1, 2016 and can be prepaid at any time at the option of the Company. | ||
The Company has accrued interest on such borrowings of $0.1 million at December 31, 2014 on debt outstanding at such date and recorded interest expense of $0.8 million for the year ended December 31, 2014. | ||
Investment Agreements – The Company has entered into four separate investment agreements and an Exchange Agreement 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, F and G preferred stock. Cash received by the Company for the issuance for Series B, C, E, and F preferred stock aggregated to $26.0 million. Cash received for debt exchanged for Series G preferred stock aggregated to $12.5 million. On December 1, 2014, all outstanding preferred stock was exchanged for common stock of the Company. In addition, in 2013 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. On April 21, 2014, the Company granted an additional 300,000 shares of restricted stock to Aston which vest in three annual installments with the first such vesting date being September 25, 2014. 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. The Company pays Aston $21,355 monthly, representing its proportionate share of the space under the underlying lease. Costs allocated to the Company amounted to $0.7 million and $.01 million for the years ended December 31, 2014 and 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 G Exchange Agreement with Aston and RVL, the Company also agreed to pay certain transaction costs incurred by Aston in connection with the issuance of the Series G stock. |
Financings
Financings | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Financings | 16 | Financings | |||
In August 2014, the Company entered into a three-year loan and security agreement with Bank of America (“the Revolving Credit Facility”) pursuant to which the Company can borrow up to specified percentages against eligible accounts receivable and inventory as defined in the Revolving Credit Facility (the “Borrowing Base”) up to a maximum of $25 million. Borrowings under the arrangement bears interest at a LIBOR rate or a defined base rate, each plus an applicable margin, depending on the nature of the loan. The Company is also obligated to pay various fees monthly. Outstanding loans become payable on demand to the extent that such loans exceed the Borrowing Base, and all outstanding amounts must be repaid on August 20, 2017. All obligations under the Revolving Credit Facility are secured by the assets of the Company and its subsidiaries and are guaranteed by the Company and its subsidiaries. Borrowings outstanding as of December 31, 2014 amount to approximately $8.8 million and are included in non-current liabilities in the accompanying Consolidated Balance Sheet. We are in compliance with our covenants and obligations under the facility, and we estimate that as of December 31, 2014 we are eligible to borrow an additional $4.5 million under the facility based upon current levels of inventory and accounts receivable. | |||||
The Loan Agreement contains covenants which limit the ability of the Company to, among other things, (i) create, incur, guarantee or suffer to exist any indebtedness; (ii) create or suffer any lien upon any property; (iii) declare or make distributions to equity holders or create any restriction on the ability of a subsidiary to make such a distribution; (iv) make investments; (v) sell, lease, license, consign or otherwise dispose of any property; (vi) make loans or other advances of money to any person; (vii) make payments on certain indebtedness; and (viii) enter into transactions with affiliates. In addition, the Loan Agreement includes a financial covenant that, on a consolidated basis, requires the Company to maintain, for the most recent twelve fiscal months, a ratio of (i) EBITDA minus Capital Expenditures (as defined in the Loan Agreement) and cash taxes paid to (ii) Fixed Charges (as defined in the Loan Agreement), of not less than 1.1 to 1.0. | |||||
From time to time the Company enters into financing arrangements with RVL and its affiliates. See Note 15. | |||||
In conjunction with the acquisition of Value Lighting (see Note 2), the Company refinanced $3.7 million of Value Lighting’s trade accounts payable by issuing a note payable to the creditor. The note is payable in installments through November 2018, at which time a balloon payment of $1.4 million is due. | |||||
In 2013 two subsidiaries of the Company entered into loan and finance agreements with a financial institution pursuant to which the subsidiaries could borrow against eligible accounts receivable as defined in the agreement, up to a maximum of $2 million. Borrowings bore interest at the prime rate plus 1.75%, but not less than 5%. The subsidiaries were also obligated to pay an annual fee and monthly maintenance fees. No amounts were outstanding under these arrangements as of December 31, 2014. Borrowings outstanding as of December 31, 2013 aggregated $0.9 million and are included in accrued liabilities in the accompanying Consolidated Balance Sheet. | |||||
Maturities of long-term borrowings for each of the next five years are as follows: | |||||
2015 | $ | 360 | |||
2016 | 2,925 | ||||
2017 | 9,120 | ||||
2018 | 360 | ||||
2019 | 360 |
Quarterly_Results_of_Operation
Quarterly Results of Operations (Unaudited) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Results of Operations (Unaudited) | 17 | Quarterly Results of Operations (Unaudited): | |||||||||||||||
(in thousands, except per share data) | First | Second | Third | Fourth | |||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
Fiscal year ended December 31, 2014: | |||||||||||||||||
Revenues | $ | 4,952 | $ | 17,517 | $ | 26,877 | $ | 27,494 | |||||||||
Gross profit | 1,603 | 5,563 | 8,559 | 8,498 | |||||||||||||
Net (loss) income | (3,570 | ) | 2,410 | (1,404 | ) | (2,616 | ) | ||||||||||
Net (loss) income attributable to common stockholders | (3,977 | ) | 1,100 | (2,055 | ) | (7,913 | ) | ||||||||||
Basic and diluted (loss) income per common share attributable to common stockholders (1) | $ | (0.04 | ) | $ | 0.01 | $ | (0.02 | ) | $ | (0.07 | ) | ||||||
Fiscal year ended December 31, 2013: | |||||||||||||||||
Revenues | $ | 6,311 | $ | 7,357 | $ | 5,313 | $ | 7,079 | |||||||||
Gross profit | 2,661 | 3,585 | 1,364 | 2,342 | |||||||||||||
Net loss | (5,318 | ) | (5,135 | ) | (3,080 | ) | (3,288 | ) | |||||||||
Net loss attributable to common stockholders | (7,766 | ) | (5,457 | ) | (3,545 | ) | (3,703 | ) | |||||||||
Basic and diluted loss per common share attributable to common stockholders (1) | $ | (0.11 | ) | $ | (0.07 | ) | $ | (0.04 | ) | $ | (0.05 | ) | |||||
The 2014 and 2013 acquisitions are included in consolidated results of operations from their respective acquisition dates. | |||||||||||||||||
-1 | The quarterly earnings per share information is computed separately for each period. Therefore, the sum of such quarterly per share amounts may differ from the total for the year. | ||||||||||||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Liquidity | Liquidity – At December 31, 2014, the Company had positive working capital of $18.8 million, compared to negative working capital at December 31, 2013 of $1.8 million. The improvement reflects our use of the new revolving credit facility described below, as well as loans from our controlling shareholder, RVL 1 LLC (“RVL”) and its affiliates as they continue to provide support to us. | ||||||||||||
While the Company generated negative cash flows from operations in 2014, it did achieve positive cash flows from operations in the fourth quarter of 2014, and the Company believes it has adequate resources to meet its cash requirements in the foreseeable future. | |||||||||||||
On December 1, 2014, we exchanged all outstanding series of preferred stock, including accrued but unpaid dividends thereon, to an aggregate of 36,300,171 shares of our unregistered common stock (the “Preferred Stock Exchange”). All rights relating to the preferred stock were extinguished as a result of this transaction, accordingly we have been relieved of the ongoing obligation to pay dividends on preferred stock. | |||||||||||||
Additionally, during 2014 the Company entered into a loan and security agreement with Bank of America to borrow up to $25 million on a revolving basis, based upon specified percentages of eligible receivables and inventory. Borrowings under this facility aggregated $8.8 million at December 31, 2014. We are in compliance with our covenants and obligations under the facility, and we estimate that as of December 31, 2014 we are eligible to borrow an additional $4.5 million under the facility based upon current levels of inventory and accounts receivable (see Note 16). | |||||||||||||
Although we have realized revenues of approximately $76.8 million during the year ended December 31, 2014, we face challenges in order to achieve profitability, and there can be no assurance that we will achieve or sustain positive cash flows from operations or profitability. Our ability to meet our obligations in the ordinary course of business is dependent upon our ability to establish profitable operations, maintain our revolving credit facility, or raise additional capital through public or private debt or equity financing, or other sources of financing to fund operations, as well as support of our controlling stockholder. There can be no assurance such financing will be available on terms acceptable to us or that any financing transaction will not be dilutive to our 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. 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. | ||||||||||||
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 records sales tax revenue on a gross basis (included in revenues and costs). For the years ended December 31, 2014 and 2013, revenues from sales taxes were approximately $2,679,000 and $547,000, respectively. 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 ten 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, 2014, 2013 and 2012 are as follows: | ||||||||||||
(in thousands) | Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Warranty liability at January 1, | $ | 597 | $ | 346 | $ | 43 | |||||||
Warranty liability assumed in acquisitions | — | 101 | 303 | ||||||||||
Revision of warranty estimate | (185 | ) | — | — | |||||||||
Provisions for current year sales | 196 | 348 | 6 | ||||||||||
Current year claims | (165 | ) | (198 | ) | (6 | ) | |||||||
Warranty liability at December 31, | $ | 443 | $ | 597 | $ | 346 | |||||||
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, 2014. 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 at December 31, 2014 and 2013. 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, accrued liabilities and short-term borrowings. Fair values were estimated to approximate carrying values for these financial instruments since they are short term in nature and they are receivable or payable on demand. | |||||||||||||
The estimated fair value of assets and liabilities acquired 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. Based on the borrowing rates currently available to the Company for bank loans with similar terms and average maturities, the fair value of borrowings under our Revolving Credit facility are equal to the carrying value (see Note 16). | |||||||||||||
The Company determines the fair value of contingent consideration based on a probability-weighted discounted cash flow analysis. The fair value remeasurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in the fair value hierarchy. In each period, the Company reassesses its current estimates of performance relative to the stated targets and adjusts the liability to fair value. Any such adjustments are included as a component of Selling, general and administrative expense in the Consolidated Statement of Operations. | |||||||||||||
(in thousands) | 2014 | ||||||||||||
Fair value, January 1 | $ | 960 | |||||||||||
Fair value of contingent consideration issued during the period | 9,976 | ||||||||||||
Change in fair value | 1,419 | ||||||||||||
Fair value, December 31 | $ | 12,355 | |||||||||||
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 periodic 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) | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Allowance for doubtful accounts at January 1, | $ | 210 | $ | 57 | $ | 53 | |||||||
Additions | 350 | 170 | 17 | ||||||||||
Write-offs | (452 | ) | (17 | ) | (13 | ) | |||||||
Allowance for doubtful accounts at December 31, | $ | 108 | $ | 210 | $ | 57 | |||||||
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 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. Changes in assumptions and estimates could cause the Company to perform impairment test prior to scheduled annual impairment tests scheduled in the fourth quarter. | |||||||||||||
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 $300,000, $339,000 and $171,000 for the years ended December 31, 2014, 2013 and 2012, 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 evaluates the adequacy of the valuation allowance annually and, if its assessment of whether it is more likely than not that the related tax benefits will be realized changes, the valuation allowance will be increased or reduced with a corresponding benefit or charge included in income. Management evaluated the adequacy of the valuation allowance at December 31, 2013 in light of the historical results of operations and concluded that full valuation allowance for net deferred tax assets was required. In connection with the acquisitions in 2014, we recorded deferred tax liabilities of approximately $6.6 million. These net deferred tax liabilities can be used to reduce net deferred tax assets, accordingly we reduced our valuation allowance by this amount. No provision for income taxes has been recorded for the years ended December 31, 2013 and 2012 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. For the years ended December 31, 2014 and 2012, the Company computed expense for each group utilizing the following assumptions: | |||||||||||||
Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Expected volatility | 94.20% | — | 75.8% - 118.6% | ||||||||||
Weighted-average volatility | 94.20% | — | 78.10% | ||||||||||
Risk-free interest rate | 1.64% | — | 0.3% - 0.9% | ||||||||||
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. | ||||||||||||
In connection with the 2014 acquisitions (see Note 2), the Company is unconditionally obligated to issue an additional 8,035,826 shares of its common stock during 2015, 2016 and 2017. These shares have been included in the 2014 computation of basic and diluted earnings per share. Also in connection with the 2014 acquisitions, the Company is contingently obligated to pay up to $11.7 million, or at its option, an equivalent amount of common shares based upon its then-current market value, if certain performance criteria have been met. These shares have been excluded from the 2014 computation of diluted earnings per share because the effect would be antidilutive. | |||||||||||||
At December 31, 2013 and 2012, 20,232,230 and 17,314,926 common shares, respectively, were issuable pursuant to convertible securities, and were not included in the computation of loss per share at December 31, 2013 and 2012 because the effect would have been anti-dilutive. | |||||||||||||
The Preferred Stock Exchange has been accounted for as provided in ASC S99-2, which states that in such an extinguishment of preferred stock, the difference between (1) the fair value of the consideration transferred to the holders of the preferred stock and (2) the carrying amount of the preferred stock in the Company’s balance sheet, should be reflected in a manner similar to a dividend on preferred stock and subtracted from net income to arrive at income attributable to common shareholders in the calculation of earnings per share. Under this method, $5.3 million has been included in Net loss attributable to common stockholders for the year ended December 31, 2014. | |||||||||||||
Contingencies | Contingencies — In the ordinary course of business, the Company may become a party to various legal proceedings generally involving contractual matters, infringement actions, product liability claims and other matters. The Company evaluates such matters in accordance with the criteria set forth in Accounting Standards Codification 450. Based upon such evaluation, at December 31, 2014 the Company is not a party to any pending legal proceedings which it believes to be material. | ||||||||||||
Recent accounting pronouncements | Recent accounting pronouncements — In May 2014, the Financial Accounting Standards Board issued the standard “Revenue from Contracts with Customers” which supersedes existing revenue recognition standards including most industry-specific revenue recognition guidance. The standard is effective for annual periods beginning after December 31, 2016. Early adoption is not permitted. At this time, the Company has not determined the effect that this accounting pronouncement will have on its financial statements. | ||||||||||||
In June 2014, the FASB issued guidance that requires a performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period be accounted for as a performance condition. The guidance is effective for annual periods beginning after December 15, 2015 and interim periods within the year, and early adoption is permitted. The guidance should be applied on a prospective basis to awards that are granted or modified on or after the effective date. The guidance may be applied on a modified retrospective basis for performance targets outstanding on or after the beginning of the first annual period presented as of the date of adoption. The Company does not expect to grant these type of awards, but will adopt this guidance on January 1, 2016 and will apply it prospectively to any awards granted on or after January 1, 2016 that include these terms. | |||||||||||||
In August 2014, the FASB issued ASU No. 2014-15 (“ASU 2014-15”), Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This ASU requires management to assess and evaluate whether conditions or events exist, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the financial statements issue date. The provisions of ASU 2014-15 are effective for annual periods beginning after December 15, 2016 and for annual and interim periods thereafter; early adoption is permitted. The adoption of ASU 2014-15 is not expected to have a material effect on our consolidated financial statements. | |||||||||||||
In January 2015, the FASB issued ASU No. 2015-01, Income Statement – Extraordinary and Unusual Items (Subtopic 225-20), which eliminates the accounting concept of extraordinary items for periods beginning after December 15, 2015. The adoption of this ASU is not expected to have a material effect on our consolidated financial statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Changes in Warranty Liability | Changes in the Company’s warranty liability for the years ended December 31, 2014, 2013 and 2012 are as follows: | ||||||||||||
(in thousands) | Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Warranty liability at January 1, | $ | 597 | $ | 346 | $ | 43 | |||||||
Warranty liability assumed in acquisitions | — | 101 | 303 | ||||||||||
Revision of warranty estimate | (185 | ) | — | — | |||||||||
Provisions for current year sales | 196 | 348 | 6 | ||||||||||
Current year claims | (165 | ) | (198 | ) | (6 | ) | |||||||
Warranty liability at December 31, | $ | 443 | $ | 597 | $ | 346 | |||||||
Fair Value Remeasurement Based on Significant Inputs Not Observable, Level 3 Measurement | The Company determines the fair value of contingent consideration based on a probability-weighted discounted cash flow analysis. The fair value remeasurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in the fair value hierarchy. In each period, the Company reassesses its current estimates of performance relative to the stated targets and adjusts the liability to fair value. Any such adjustments are included as a component of Selling, general and administrative expense in the Consolidated Statement of Operations. | ||||||||||||
(in thousands) | 2014 | ||||||||||||
Fair value, January 1 | $ | 960 | |||||||||||
Fair value of contingent consideration issued during the period | 9,976 | ||||||||||||
Change in fair value | 1,419 | ||||||||||||
Fair value, December 31 | $ | 12,355 | |||||||||||
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) | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Allowance for doubtful accounts at January 1, | $ | 210 | $ | 57 | $ | 53 | |||||||
Additions | 350 | 170 | 17 | ||||||||||
Write-offs | (452 | ) | (17 | ) | (13 | ) | |||||||
Allowance for doubtful accounts at December 31, | $ | 108 | $ | 210 | $ | 57 | |||||||
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, 2014 and 2012, the Company computed expense for each group utilizing the following assumptions: | ||||||||||||
Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Expected volatility | 94.20% | — | 75.8% - 118.6% | ||||||||||
Weighted-average volatility | 94.20% | — | 78.10% | ||||||||||
Risk-free interest rate | 1.64% | — | 0.3% - 0.9% | ||||||||||
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, 2014 | |||||||||
Summary of Preliminary Purchase Price Allocation to Assets Acquired | The following summarizes the purchase price allocation to the acquired assets: | ||||||||
(in thousands) | |||||||||
Customer revenue contracts | $ | 1,599 | |||||||
Gain on bargain purchase | (743 | ) | |||||||
Purchase price | $ | 856 | |||||||
Business Acquisition Proforma Information | The following unaudited supplemental proforma information assumes the 2014 and 2013 acquisitions referred to above had been completed as of January 1, 2013 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, 2014 | December 31, 2013 | ||||||||
Revenues | $ | 96,190 | $ | 84,584 | |||||
Operating loss | $ | (9,837 | ) | $ | (13,709 | ) | |||
Net Loss | $ | (4,393 | ) | $ | (20,992 | ) | |||
Pro Forma Operating Loss Attributable to Acquisitions | The pro forma operating loss and net loss also reflect the following charges and credits directly attributable to the acquisitions: | ||||||||
(in thousands) | Year Ended | Year Ended | |||||||
December 31, 2014 | December 31, 2013 | ||||||||
Recorded by Company: | |||||||||
Gain on bargain purchase of business | $ | — | $ | 743 | |||||
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 | |||||||
Recorded by Value Lighting pre-acquisition: | |||||||||
Fee paid by sellers in connection with the transaction | (528 | ) | — | ||||||
Pro Forma charge for amortization of the intangible assets related to acquired backlog, not expected to recur after the first year following the year of acquisition | — | (2,370 | ) | ||||||
$ | (528 | ) | $ | (5,298 | ) | ||||
Value Lighting | |||||||||
Preliminary Values Assigned to Assets Acquired and Liabilities Assumed | The following amounts represent the determination of the fair value of identifiable assets acquired and liabilities assumed from the Value Lighting acquisition. The excess of the purchase price over the estimated fair value of the net tangible assets acquired was allocated to intangible assets of approximately $20.0 million and goodwill of approximately $18.6 million. | ||||||||
(in thousands) | |||||||||
Cash | $ | 35 | |||||||
Accounts receivable | 8,720 | ||||||||
Inventory | 7,505 | ||||||||
Goodwill | 18,635 | ||||||||
Customer relationships | 12,270 | ||||||||
Trade names | 4,800 | ||||||||
Backlog | 2,505 | ||||||||
Non-compete agreements | 260 | ||||||||
Other intangibles | 116 | ||||||||
Other assets | 2,901 | ||||||||
Assets acquired | 57,747 | ||||||||
Accounts payable | 8,683 | ||||||||
Accrued liabilities | 1,383 | ||||||||
Other current liabilities | 1,362 | ||||||||
Other liabilities | 1,185 | ||||||||
Deferred income tax liability | 5,825 | ||||||||
Liabilities assumed | 18,438 | ||||||||
Purchase price | $ | 39,309 | |||||||
Tri-State LED, Inc. | |||||||||
Preliminary Values Assigned to Assets Acquired and Liabilities Assumed | The following amounts represent the determination of the fair value of identifiable assets acquired and liabilities assumed from the Tri-State acquisition. | ||||||||
(in thousands) | |||||||||
Accounts receivable | $ | 468 | |||||||
Inventory | 310 | ||||||||
Goodwill | 2,786 | ||||||||
Customer relationships | 1,680 | ||||||||
Non-compete agreements | 480 | ||||||||
Other intangibles | 738 | ||||||||
Other assets | 38 | ||||||||
Assets acquired | 6,500 | ||||||||
Accounts payable | 440 | ||||||||
Accrued liabilities | 208 | ||||||||
Other current liabilities | 80 | ||||||||
Liabilities assumed | 728 | ||||||||
Purchase price | $ | 5,772 | |||||||
Relume Technologies Inc | |||||||||
Preliminary Values Assigned to Assets Acquired and Liabilities Assumed | The following amounts represent the determination of the fair value of identifiable assets acquired and liabilities assumed from the Relume acquisition. | ||||||||
(in thousands) | |||||||||
Cash | $ | 61 | |||||||
Accounts receivable | 851 | ||||||||
Inventory | 1,935 | ||||||||
Goodwill | 8,624 | ||||||||
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 | ||||||||
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 | ||||||||
Purchase price | $ | 18,276 | |||||||
Inventories_Tables
Inventories (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Components of Inventories | Inventories, which are primarily purchased from third parties, consist of the following: | ||||||||||||
(in thousands) | December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
Raw materials | $ | 3,895 | $ | 4,450 | |||||||||
Finished goods | 11,447 | 2,227 | |||||||||||
15,342 | 6,677 | ||||||||||||
Less provision for obsolescence | (1,669 | ) | (1,708 | ) | |||||||||
Net inventories | $ | 13,673 | $ | 4,969 | |||||||||
Changes In Inventory Reserves | |||||||||||||
(in thousands) | Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Inventory reserve at January 1, | $ | 1,708 | $ | 1,669 | $ | 895 | |||||||
Additions | 179 | 1,644 | 1,346 | ||||||||||
Write offs | (218 | ) | (1,605 | ) | (572 | ) | |||||||
Inventory Reserve at December 31, | $ | 1,669 | $ | 1,708 | $ | 1,669 | |||||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Intangible Assets Subject to Amortization | At December 31, 2014, the Company had the following intangible assets subject to amortization: | ||||||||||||||||||||
(in thousands) | Gross Carrying | Accumulated | Net Carrying | ||||||||||||||||||
Amount | Amortization | Amount | |||||||||||||||||||
Patents | $ | 268 | $ | (153 | ) | $ | 115 | ||||||||||||||
Trade names | 11,358 | (1,280 | ) | 10,078 | |||||||||||||||||
Customer relationships | 24,455 | (2,942 | ) | 21,513 | |||||||||||||||||
Customer contracts | 1,877 | (1,669 | ) | 208 | |||||||||||||||||
Technology | 1,953 | (196 | ) | 1,757 | |||||||||||||||||
Favorable leases | 334 | (64 | ) | 270 | |||||||||||||||||
Non-compete agreements | 740 | (151 | ) | 589 | |||||||||||||||||
Backlog | 2,619 | (2,369 | ) | 250 | |||||||||||||||||
Product certification and licensing costs | 61 | (57 | ) | 4 | |||||||||||||||||
$ | 43,665 | $ | (8,881 | ) | $ | 34,784 | |||||||||||||||
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 | ||||||||||||||
Trade names | 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 | |||||||||||||||
Amortization expense | Amortization expense during the years ended December 31, 2014, 2013 and 2012 is as follows: | ||||||||||||||||||||
(in thousands) | Estimated useful | 2014 | 2013 | 2012 | |||||||||||||||||
life | |||||||||||||||||||||
Patents and trade names | 12 to 17 years | $ | 688 | $ | 388 | $ | 109 | ||||||||||||||
Customer relationships | 10 to 15 years | 1,694 | 761 | 116 | |||||||||||||||||
Customer contracts | 1 to 3 years | 56 | 1,613 | — | |||||||||||||||||
Technology | 10 years | 129 | 67 | — | |||||||||||||||||
Favorable Leases | 10 years | 61 | 3 | — | |||||||||||||||||
Non-compete agreement | 6 years | 141 | 10 | — | |||||||||||||||||
Backlog | 1 year | 2,369 | — | — | |||||||||||||||||
Product certification and licensing costs | 3 years | 11 | 17 | 41 | |||||||||||||||||
Total | $ | 5,149 | $ | 2,859 | $ | 266 | |||||||||||||||
Estimated Annual Amortization Expense | Amortization expense on intangible assets for the next five years is estimated as follows: | ||||||||||||||||||||
(in thousands) | 2015 | 2016 | 2017 | 2018 | 2019 | ||||||||||||||||
Patents | $ | 23 | $ | 23 | $ | 23 | $ | 23 | $ | 22 | |||||||||||
Trade names | 815 | 815 | 815 | 815 | 815 | ||||||||||||||||
Customer relationships | 1,971 | 1,971 | 1,971 | 1,903 | 1,869 | ||||||||||||||||
Customer contracts | 56 | 56 | 56 | 42 | — | ||||||||||||||||
Technology | 195 | 195 | 195 | 195 | 195 | ||||||||||||||||
Favorable Leases | 74 | 45 | 22 | 22 | 22 | ||||||||||||||||
Non-compete agreement | 167 | 167 | 105 | 80 | 70 | ||||||||||||||||
Backlog | 250 | ||||||||||||||||||||
Product certification and licensing costs | 4 | — | — | — | — | ||||||||||||||||
Total | $ | 3,555 | $ | 3,272 | $ | 3,187 | $ | 3,080 | $ | 2,993 | |||||||||||
Goodwill_Tables
Goodwill (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill for the years ended December 31, 2014 and 2013 are presented below. Goodwill acquired during the year ended December 31, 2013 has been retroactively adjusted by approximately $430,000 as a result of the finalization of the Tri-State and Relume purchase price allocations (see Note 2). | ||||||||||||
(in thousands) | Lighting Fixtures | Lighting | Total | ||||||||||
and Lamps | Signage and | ||||||||||||
Media | |||||||||||||
Balance, January 1, 2013 | $ | 10,166 | $ | — | $ | 10,166 | |||||||
Acquisitions | 11,332 | — | 11.332 | ||||||||||
Balance, December 31, 2013 | 21,498 | — | 21,498 | ||||||||||
Acquisitions | 21,493 | — | 21,493 | ||||||||||
Transfer of Relume’s Media business | (1,463 | ) | 1,463 | — | |||||||||
Balance, December 31, 2014 | $ | 41,528 | $ | 1,463 | $ | 42,991 | |||||||
Accumulated Balances: | |||||||||||||
Goodwill | $ | 43,517 | $ | 1,870 | $ | 45,387 | |||||||
Accumulated impairment losses | (1,989 | ) | (407 | ) | (2,396 | ) | |||||||
Balance, December 31, 2014 | $ | 41,528 | $ | 1,463 | $ | 42,991 | |||||||
During 2012, as a result of the Company’s then-deteriorating business and significantly reduced market value, the Company performed impairment tests as prescribed by ASC 350. As a result, our Lighting Fixtures and Lamps segment recorded a goodwill impairment charge totaling $1,989,000. | |||||||||||||
During the fourth quarter of 2014, the Company performed step one of the impairment testing as described in Note 1 for each of its 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. | |||||||||||||
Common_Stock_Transactions_Tabl
Common Stock Transactions (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Common Stock Reserved for Issuance | At December 31, 2014, the Company has reserved common stock for issuance in relation to the following: | ||||
Employee stock options and restricted stock | 1,429,881 | ||||
Shares subject to warrants | 289,187 | ||||
Shares to be issued for acquisitions | 8,307,398 | ||||
Total reserved shares | 10,026,466 | ||||
Preferred_Stock_Tables
Preferred Stock (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
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 | ) | |||||||
Stock_Option_Plans_Tables
Stock Option Plans (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Summary of Stock Option Activity | The following table summarizes option activity of the 2003 and 2013 Plans: | ||||||||||||||||
Number of | Weighted | ||||||||||||||||
Shares | Average | ||||||||||||||||
Outstanding | Exercise | ||||||||||||||||
Under Option | Price | ||||||||||||||||
Balance, January 1, 2012 | 737,020 | $ | 4.26 | ||||||||||||||
Options granted at market | 54,250 | 0.54 | |||||||||||||||
Options exercised | — | — | |||||||||||||||
Options forfeited or expired | (84,467 | ) | 1.83 | ||||||||||||||
Balance, December 31, 2012 | 706,803 | $ | 4.27 | ||||||||||||||
Options granted at market | — | — | |||||||||||||||
Options exercised | (108,146 | ) | 2.45 | ||||||||||||||
Options forfeited or expired | (191,637 | ) | 4.76 | ||||||||||||||
Balance, December 31, 2013 | 407,020 | $ | 4.52 | ||||||||||||||
Options granted at market | 52,500 | 2.32 | |||||||||||||||
Options exercised | — | — | |||||||||||||||
Options forfeited or expired | (45,140 | ) | 2.82 | ||||||||||||||
Balance, December 31, 2014 | 414,380 | $ | 4.29 | ||||||||||||||
Summary of Non-Vested Shares | A summary of the non-vested options as of December 31, 2014 and changes during the year ending December 31, 2014 is presented below: | ||||||||||||||||
Non-vested Shares | Shares | Weighted-Average | |||||||||||||||
Grant-Date | |||||||||||||||||
Fair Value | |||||||||||||||||
Non-vested at January 1, 2014 | 667 | $ | 1.23 | ||||||||||||||
Granted | 52,500 | 3.02 | |||||||||||||||
Vested | (667 | ) | 1.23 | ||||||||||||||
Forfeited | (17,500 | ) | 3.02 | ||||||||||||||
Non-vested at December 31, 2014 | 35,000 | $ | 3.02 | ||||||||||||||
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, 2014 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, 2014 above. | ||||||||||||||||
Performance Based Shares | Shares | Weighted | Weighted | Aggregate | |||||||||||||
Average | Average | Intrinsic | |||||||||||||||
Exercise Price | Remaining | Value | |||||||||||||||
Contractual Term | |||||||||||||||||
Outstanding at January 1, 2012 | 161,240 | $ | 3.79 | 5.91 | $ | — | |||||||||||
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 | — | |||||||||||||
Granted | — | — | |||||||||||||||
Options exercised | — | — | |||||||||||||||
Forfeited or expired | 7,640 | 5.3 | 4.45 | — | |||||||||||||
Outstanding at December 31, 2014 | — | — | — | — | |||||||||||||
Exercisable at December 31, 2014 | — | $ | — | — | $ | — | |||||||||||
Operating_Leases_Tables
Operating Leases (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Schedule of Rent Expense under Operating Leases | The following schedule shows the total rent expense under operating leases: | ||||||||||||
(in thousands) | Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Rent expense | $ | 953 | $ | 577 | $ | 301 | |||||||
Less sublease rentals | — | (47 | ) | (35 | ) | ||||||||
Total rent expense | $ | 953 | $ | 530 | $ | 266 | |||||||
Future Minimum Payment Obligation for Operating Leases | The future minimum payment obligations as of December 31, 2014 for operating leases are as follows: | ||||||||||||
2015 | $ | 1,057 | |||||||||||
2016 | 1,094 | ||||||||||||
2017 | 1,017 | ||||||||||||
2018 | 688 | ||||||||||||
2019 | 390 | ||||||||||||
Thereafter | 1,500 | ||||||||||||
Total future payment obligations | $ | 5,746 | |||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Components of Deferred Tax Assets and Liabilities | Components of deferred tax assets (liabilities) are as follows: | ||||||||||||||||||||||||
(in thousands) | December 31, | ||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
Accounts receivable | $ | 233 | $ | 58 | |||||||||||||||||||||
Inventories | 1,847 | 473 | |||||||||||||||||||||||
Accrued expenses | 818 | 825 | |||||||||||||||||||||||
Depreciation | (5 | ) | 40 | ||||||||||||||||||||||
Intangible assets | (11,232 | ) | (5,320 | ) | |||||||||||||||||||||
Stock options | 1,339 | 1,015 | |||||||||||||||||||||||
Deferred revenue | 22 | 46 | |||||||||||||||||||||||
Other | 5 | 6 | |||||||||||||||||||||||
Net operating loss carry forwards | 11,860 | 9,316 | |||||||||||||||||||||||
Net deferred tax asset | 4,887 | 6,459 | |||||||||||||||||||||||
Valuation allowance | (4,887 | ) | (6,459 | ) | |||||||||||||||||||||
$ | — | $ | — | ||||||||||||||||||||||
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, 2014, 2013 and 2012: | ||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||||||||||||||
Amount | % | Amount | % | Amount | % | ||||||||||||||||||||
Tax benefit at statutory federal rate | $ | (3,988 | ) | (34.0 | ) | $ | (5,719 | ) | (34.0 | ) | $ | (2,916 | ) | (34.0 | ) | ||||||||||
Deferred state tax benefit | (383 | ) | (3.3 | ) | (258 | ) | (1.5 | ) | (618 | ) | (7.2 | ) | |||||||||||||
Change in valuation allowance | 4,982 | 42.5 | (10,446 | ) | (62.1 | ) | 2,810 | 32.8 | |||||||||||||||||
Tax benefit of acquisition | (6,550 | ) | (55.8 | ) | — | — | — | — | |||||||||||||||||
Goodwill impairment | — | — | — | — | 676 | 7.9 | |||||||||||||||||||
Adjustment to net operating loss carryforwards | (120 | ) | (1.0 | ) | 13,828 | 82.2 | 41 | 0.5 | |||||||||||||||||
Non-deductible expenses | 160 | 1.4 | 2,595 | 15.4 | 7 | 0 | |||||||||||||||||||
Impact of rate change | (651 | ) | (5.6 | ) | — | — | — | — | |||||||||||||||||
Income tax benefit | $ | (6,550 | ) | (55.8 | ) | $ | — | — | $ | — | — | ||||||||||||||
Segment_Reporting_Tables
Segment Reporting (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Components of Segment Reporting | Financial information relating to the reportable operating segments for the years ended December 31, 2014, 2013 and 2012 is presented below: | ||||||||||||
(in thousands) | Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Revenues from external customers: | |||||||||||||
Lighting fixtures and lamps | $ | 72,373 | $ | 22,823 | $ | 792 | |||||||
Lighting signage and media | 4,467 | 3,237 | 3,689 | ||||||||||
Total revenues from external customers | $ | 76,840 | $ | 26,060 | $ | 4,481 | |||||||
Segment loss: | |||||||||||||
Lighting fixtures and lamps | $ | (4,213 | ) | $ | (3,495 | ) | $ | (5,820 | ) | ||||
Lighting signage and media | (232 | ) | (174 | ) | (195 | ) | |||||||
Segment loss | (4,445 | ) | (3,669 | ) | (6,015 | ) | |||||||
Unallocated amounts: | |||||||||||||
Corporate expenses | (6,442 | ) | (6,853 | ) | (3,401 | ) | |||||||
Change in fair value of embedded derivative | — | (6,990 | ) | — | |||||||||
Gain on debt restructuring | — | — | 1,048 | ||||||||||
Gain on bargain purchase of business | — | 743 | — | ||||||||||
Deferred income tax benefit | 6,550 | — | — | ||||||||||
Interest expense, net | (843 | ) | (52 | ) | (210 | ) | |||||||
Net loss | $ | (5,180 | ) | $ | (16,821 | ) | $ | (8,578 | ) | ||||
Depreciation and amortization: | |||||||||||||
Lighting fixtures and lamps | $ | 5,307 | $ | 1,799 | $ | 156 | |||||||
Lighting signage and media | 316 | 1,298 | 237 | ||||||||||
Segment depreciation and amortization | 5,623 | 3,097 | 393 | ||||||||||
Corporate depreciation and amortization | 21 | 25 | 100 | ||||||||||
Total depreciation and amortization | $ | 5,644 | $ | 3,122 | $ | 493 | |||||||
As of December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Segment assets: | |||||||||||||
Lighting fixtures and lamps | $ | 122,921 | $ | 52,989 | |||||||||
Lighting signage and media | 6,859 | 4,524 | |||||||||||
Total segment assets | 129,780 | 57,513 | |||||||||||
Elimination of intercompany receivable | (31,303 | ) | (14,231 | ) | |||||||||
Other corporate assets | 28,065 | 8,955 | |||||||||||
Total assets | $ | 126,542 | $ | 52,237 | |||||||||
Expenditures for segment assets: | |||||||||||||
Lighting fixtures and lamps | $ | 320 | $ | 100 | |||||||||
Lighting signage and media | 39 | 11 | |||||||||||
Total expenditures for segment assets | 359 | 111 | |||||||||||
Corporate expenditures for assets | 126 | 22 | |||||||||||
Total expenditures for assets | $ | 485 | $ | 133 | |||||||||
Net Revenue by Geographical Location | Net revenues by geographic location, based on location of customers, were as follows: | ||||||||||||
(in thousands) | December 31, | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
United States | $ | 74,839 | $ | 25,243 | $ | 3,901 | |||||||
Canada | 1,839 | 574 | 383 | ||||||||||
Other | 162 | 243 | 197 | ||||||||||
Total | $ | 76,840 | $ | 26,060 | $ | 4,481 | |||||||
Net Long-Lived Asses by Geographical Location | Net long-lived assets by geographic locations were as follows: | ||||||||||||
(in thousands) | December 31, | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
United States | $ | 35,883 | $ | 18,489 | $ | 12,364 | |||||||
Other | 112 | 137 | 8 | ||||||||||
Total | $ | 35,995 | $ | 18,626 | $ | 12,372 | |||||||
Financings_Tables
Financings (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Maturities of Long-Term Borrowings | Maturities of long-term borrowings for each of the next five years are as follows: | ||||
2015 | $ | 360 | |||
2016 | 2,925 | ||||
2017 | 9,120 | ||||
2018 | 360 | ||||
2019 | 360 |
Quarterly_Results_of_Operation1
Quarterly Results of Operations (Unaudited) (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Information (Unaudited) | |||||||||||||||||
(in thousands, except per share data) | First | Second | Third | Fourth | |||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
Fiscal year ended December 31, 2014: | |||||||||||||||||
Revenues | $ | 4,952 | $ | 17,517 | $ | 26,877 | $ | 27,494 | |||||||||
Gross profit | 1,603 | 5,563 | 8,559 | 8,498 | |||||||||||||
Net (loss) income | (3,570 | ) | 2,410 | (1,404 | ) | (2,616 | ) | ||||||||||
Net (loss) income attributable to common stockholders | (3,977 | ) | 1,100 | (2,055 | ) | (7,913 | ) | ||||||||||
Basic and diluted (loss) income per common share attributable to common stockholders (1) | $ | (0.04 | ) | $ | 0.01 | $ | (0.02 | ) | $ | (0.07 | ) | ||||||
Fiscal year ended December 31, 2013: | |||||||||||||||||
Revenues | $ | 6,311 | $ | 7,357 | $ | 5,313 | $ | 7,079 | |||||||||
Gross profit | 2,661 | 3,585 | 1,364 | 2,342 | |||||||||||||
Net loss | (5,318 | ) | (5,135 | ) | (3,080 | ) | (3,288 | ) | |||||||||
Net loss attributable to common stockholders | (7,766 | ) | (5,457 | ) | (3,545 | ) | (3,703 | ) | |||||||||
Basic and diluted loss per common share attributable to common stockholders (1) | $ | (0.11 | ) | $ | (0.07 | ) | $ | (0.04 | ) | $ | (0.05 | ) | |||||
The 2014 and 2013 acquisitions are included in consolidated results of operations from their respective acquisition dates. | |||||||||||||||||
-1 | The quarterly earnings per share information is computed separately for each period. Therefore, the sum of such quarterly per share amounts may differ from the total for the year. |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 01, 2014 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 20, 2014 | |
Segment | ||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Number of reportable segments | 2 | |||||||||||||
Working capital excluding cash and cash equivalent | $18,800,000 | ($1,800,000) | $18,800,000 | ($1,800,000) | ||||||||||
Convertible stock, Conversion of convertible securities | 36,300,171 | 46,153,692 | ||||||||||||
Line of credit facility, maximum borrowing amount | 25,000,000 | 25,000,000 | 25,000,000 | |||||||||||
Bank loan payable | 8,800,000 | 8,800,000 | ||||||||||||
Borrowing capacity | 4,500,000 | 4,500,000 | ||||||||||||
Revenues realized | 27,494,000 | 26,877,000 | 17,517,000 | 4,952,000 | 7,079,000 | 5,313,000 | 7,357,000 | 6,311,000 | 76,840,000 | 26,060,000 | 4,481,000 | |||
Revenue from sales taxes | 2,679,000 | 547,000 | ||||||||||||
Maturity of temporary cash investments | 3 months | |||||||||||||
Advertisement Expenses | 300,000 | 339,000 | 171,000 | |||||||||||
Net deferred tax liabilities | 6,600,000 | 6,600,000 | ||||||||||||
Business acquisition, number of shares to be issued | 8,035,826 | |||||||||||||
Anti-dilutive shares | 20,232,230 | 17,314,926 | ||||||||||||
Deemed distribution on exchange of preferred stock | 5,301,000 | |||||||||||||
Level 1 | ||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Cash equivalents at fair value | 107,000 | 107,000 | 107,000 | 107,000 | ||||||||||
Minimum | ||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Product warranty | 1 year | |||||||||||||
Maximum | ||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Product warranty | 10 years | |||||||||||||
Contingent payment of stock issued for acquisitions of businesses | $11,700,000 |
Changes_in_Warranty_Liability_
Changes in Warranty Liability (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Product Warranty [Line Items] | |||
Warranty liability | $597 | $346 | $43 |
Warranty liability assumed in acquisitions | 101 | 303 | |
Revision of warranty estimate | -185 | ||
Provisions for current year sales | 196 | 348 | 6 |
Current year claims | -165 | -198 | -6 |
Warranty liability | $443 | $597 | $346 |
Fair_Value_Remeasurement_Based
Fair Value Remeasurement Based on Significant Inputs Not Observable, Level 3 Measurement (Detail) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value, beginning balance | $960 |
Fair value of contingent consideration issued during the period | 9,976 |
Change in fair value | 1,419 |
Fair value, ending balance | $12,355 |
Allowance_for_Bad_Debts_Detail
Allowance for Bad Debts (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Allowance for doubtful accounts | $210 | $57 | $53 |
Additions | 350 | 170 | 17 |
Write-offs | -452 | -17 | -13 |
Allowance for doubtful accounts | $108 | $210 | $57 |
Estimated_Useful_Lives_of_Prop
Estimated Useful Lives of Property and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
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, 2014 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility, minimum | 94.20% | 75.80% |
Expected volatility, maximum | 118.60% | |
Weighted-average volatility | 94.20% | 78.10% |
Risk-free interest rate, minimum | 1.64% | 0.30% |
Risk-free interest rate, maximum | 0.90% | |
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 $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||
Aug. 22, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 15, 2013 | Dec. 18, 2014 | Apr. 17, 2014 | Oct. 09, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | Jun. 30, 2013 | Mar. 08, 2013 | Dec. 20, 2012 | |
Installment | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business acquisition, number of shares issued | 8,035,826 | |||||||||||||
Estimated fair value of intangible assets | $20,000,000 | $1,599,000 | ||||||||||||
Goodwill | 42,991,000 | 21,498,000 | 10,166,000 | 18,600,000 | 10,166,000 | |||||||||
Purchase price | 856,000 | |||||||||||||
Proceeds from issuance of convertible preferred stock, net of issuance costs | 5,000,000 | -94,000 | 9,964,000 | 15,125,000 | ||||||||||
Cash retained for working capital purposes | 700,000 | |||||||||||||
Investment and consulting agreement, number of common stock to be issued | 42,735 | |||||||||||||
Stock based compensation | 1,711,000 | 809,000 | 45,000 | |||||||||||
Conversion of convertible securities, value of shares issued | 25,879,000 | |||||||||||||
Change in fair value of embedded derivative | -6,990,000 | |||||||||||||
Revenue from the date of acquisition | 46,200,000 | 15,300,000 | ||||||||||||
Net income from the date of acquisition | 1,600,000 | 400,000 | ||||||||||||
Tri-State DE LLC | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business acquisition cash Consideration | 1,800,000 | |||||||||||||
Business acquisition, contingent consideration | 900,000 | |||||||||||||
Goodwill | 2,786,000 | |||||||||||||
Liabilities assumed | 728,000 | |||||||||||||
Purchase price | 5,772,000 | |||||||||||||
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, net of estimated working capital adjustment | 25,000 | |||||||||||||
Seesmart notes payable assumed | 80,000 | |||||||||||||
Tri-State DE LLC | Common Stock | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business acquisition, number of shares issued | 543,052 | |||||||||||||
Business acquisition, value of equity issued | 1,600,000 | |||||||||||||
Contingent obligation, number of additional shares to issue | 365,628 | |||||||||||||
All Around | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business acquisition cash Consideration | 900,000 | |||||||||||||
Business acquisition aggregate purchase consideration | 5,000,000 | |||||||||||||
Business acquisition, contingent consideration | 300,000 | |||||||||||||
All Around | Unregistered Restricted Common Stock | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business acquisition, number of shares issued | 1,600,000 | |||||||||||||
Business acquisition, number of Installments | 11 | |||||||||||||
Estimated fair value of intangible assets | 2,200,000 | |||||||||||||
Goodwill | 2,800,000 | |||||||||||||
Business acquisition, value of equity issued | 1,800,000 | |||||||||||||
Restricted common stock, issuance commencement date | 2015-05 | |||||||||||||
Acquisition share price | $2 | |||||||||||||
Issuance of unregistered restricted stock, expected consideration | 3,200,000 | |||||||||||||
Tangible assets | 1,700,000 | |||||||||||||
Liabilities assumed | 1,700,000 | |||||||||||||
Purchase price | 5,000,000 | |||||||||||||
All Around | Unregistered Restricted Common Stock | Preliminary Value | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business acquisition, value of equity issued | 1,900,000 | |||||||||||||
Value Lighting | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business acquisition cash Consideration | 10,600,000 | |||||||||||||
Business acquisition aggregate purchase consideration | 39,300,000 | |||||||||||||
Business acquisition, number of shares issued | 8,468,192 | |||||||||||||
Business acquisition, number of Installments | 4 | |||||||||||||
Business acquisition, common stock issuable installment value | 20,900,000 | |||||||||||||
Business acquisition, contingent consideration payable in cash or common stock, maximum | 11,000,000 | |||||||||||||
Business acquisition, contingent consideration | 7,800,000 | |||||||||||||
Business acquisition, preliminarily reduced purchase price | 100,000 | |||||||||||||
Goodwill | 18,635,000 | |||||||||||||
Liabilities assumed | 18,438,000 | |||||||||||||
Purchase price | 39,309,000 | |||||||||||||
Seesmart notes payable assumed | 1,362,000 | |||||||||||||
Relume Technologies Inc | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business acquisition cash Consideration | 5,000,000 | |||||||||||||
Goodwill | 8,624,000 | |||||||||||||
Liabilities assumed | 4,601,000 | |||||||||||||
Purchase price | 11,608,000 | |||||||||||||
Business acquisition, net of estimated working capital adjustment | 4,300,000 | 454,000 | ||||||||||||
Seesmart notes payable assumed | 26,000 | |||||||||||||
Relume Technologies Inc | Common Stock | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business acquisition, number of shares issued | 2,174,000 | |||||||||||||
Business acquisition, value of equity issued | 7,300,000 | |||||||||||||
Elite LED Solutions Incorporated | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business acquisition cash Consideration | 500,000 | |||||||||||||
Business acquisition, number of shares issued | 300,000 | |||||||||||||
Business acquisition, contingent consideration | 356,250 | |||||||||||||
Contingent consideration, sales consulting agreement period | 5 years | |||||||||||||
Contingent consideration, monthly fees obligated to be paid | 20,000 | |||||||||||||
Investment and consulting agreement, number of common stock to be issued | 850,000 | |||||||||||||
Common stock vesting period | 5 years | 5 years | ||||||||||||
Number of unvested shares cancelled | 850,000 | |||||||||||||
Stock based compensation | 0 | |||||||||||||
Seesmart Technologies Incorporated | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business acquisition cash Consideration | 10,100,000 | |||||||||||||
Goodwill | 10,166,000 | |||||||||||||
Liabilities assumed | 5,400,000 | |||||||||||||
Purchase price | 18,276,000 | |||||||||||||
Reduction of goodwill | 1,200,000 | 1,300,000 | ||||||||||||
Preliminary purchase price subject to adjustment | 18,300,000 | |||||||||||||
Seesmart Technologies Incorporated | Distributions | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business acquisition cash Consideration | 3,500,000 | |||||||||||||
Seesmart Technologies Incorporated | Convertible debt accelerated under change in control | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Percentage of premium on convertible debt principal | 20.00% | |||||||||||||
Seesmart notes payable assumed | 3,400,000 | |||||||||||||
Payment to holders elected to be paid in cash | 2,400,000 | |||||||||||||
Seesmart Technologies Incorporated | Common Stock | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business acquisition, number of shares issued | 7,700,000 | |||||||||||||
Business acquisition, value of equity issued | 5,000,000 | |||||||||||||
Seesmart Technologies Incorporated | Common Stock | Distributions | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business acquisition, number of shares issued | 1,992,996 | |||||||||||||
Seesmart Technologies Incorporated | Common Stock | Convertible debt accelerated under change in control | Debt Repayment | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Conversion of convertible securities, value of shares issued | 1,000,000 | |||||||||||||
Conversion of convertible securities, number of shares issued | 1,479,947 | |||||||||||||
Seesmart Technologies Incorporated | Series D Convertible Preferred Stock | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business acquisition, number of shares issued | 11,915 | |||||||||||||
Business acquisition, value of equity issued | $1,000,000 | |||||||||||||
Seesmart Technologies Incorporated | Series D Preferred Stock | Distributions | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business acquisition, number of shares issued | 738 |
Preliminary_Values_Assigned_to
Preliminary Values Assigned to Assets Acquired and Liabilities Assumed (Detail) (USD $) | Dec. 31, 2014 | Apr. 17, 2014 | Dec. 31, 2013 | Mar. 08, 2013 | Dec. 31, 2012 | Nov. 15, 2013 | Aug. 22, 2013 |
In Thousands, unless otherwise specified | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | $42,991 | $18,600 | $21,498 | $10,166 | |||
Intangible assets | 20,000 | 1,599 | |||||
Purchase price | 856 | ||||||
Tri-State DE LLC | |||||||
Business Acquisition [Line Items] | |||||||
Accounts receivable | 468 | ||||||
Inventory | 310 | ||||||
Goodwill | 2,786 | ||||||
Other intangibles | 738 | ||||||
Other assets | 38 | ||||||
Assets acquired | 6,500 | ||||||
Accounts payable | 440 | ||||||
Accrued liabilities | 208 | ||||||
Other current liabilities | 80 | ||||||
Liabilities assumed | 728 | ||||||
Purchase price | 5,772 | ||||||
Tri-State DE LLC | Customer Relationships | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 1,680 | ||||||
Tri-State DE LLC | Non-compete agreements | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 480 | ||||||
Value Lighting | |||||||
Business Acquisition [Line Items] | |||||||
Cash | 35 | ||||||
Accounts receivable | 8,720 | ||||||
Inventory | 7,505 | ||||||
Goodwill | 18,635 | ||||||
Other intangibles | 116 | ||||||
Other assets | 2,901 | ||||||
Assets acquired | 57,747 | ||||||
Accounts payable | 8,683 | ||||||
Accrued liabilities | 1,383 | ||||||
Other current liabilities | 1,362 | ||||||
Other liabilities | 1,185 | ||||||
Deferred income tax liability | 5,825 | ||||||
Liabilities assumed | 18,438 | ||||||
Purchase price | 39,309 | ||||||
Value Lighting | Customer Relationships | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 12,270 | ||||||
Value Lighting | Non-compete agreements | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 260 | ||||||
Value Lighting | Backlog | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 2,505 | ||||||
Value Lighting | Trade Names | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 4,800 | ||||||
Relume Technologies Inc | |||||||
Business Acquisition [Line Items] | |||||||
Cash | 61 | ||||||
Accounts receivable | 851 | ||||||
Inventory | 1,935 | ||||||
Goodwill | 8,624 | ||||||
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 | ||||||
Purchase price | 11,608 | ||||||
Relume Technologies Inc | Customer Relationships | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 680 | ||||||
Relume Technologies Inc | Trademarks | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 1,200 | ||||||
Relume Technologies Inc | Technology | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 2,020 | ||||||
Seesmart Technologies Incorporated | |||||||
Business Acquisition [Line Items] | |||||||
Cash | 69 | ||||||
Accounts receivable | 1,048 | ||||||
Inventory | 1,352 | ||||||
Goodwill | 10,166 | ||||||
Other assets | 334 | ||||||
Assets acquired | 23,676 | ||||||
Accounts payable | 2,692 | ||||||
Accrued liabilities | 1,137 | ||||||
Deferred revenue | 104 | ||||||
Liabilities assumed | 5,400 | ||||||
Purchase price | 18,276 | ||||||
Seesmart Technologies Incorporated | Customer Relationships | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 7,273 | ||||||
Seesmart Technologies Incorporated | Trademarks | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 3,434 | ||||||
Seesmart Technologies Incorporated | Customer Deposits | |||||||
Business Acquisition [Line Items] | |||||||
Other current liabilities | $1,467 |
Summary_of_Preliminary_Purchas
Summary of Preliminary Purchase Price Allocation (Detail) (USD $) | 0 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 08, 2013 | Dec. 31, 2013 | Apr. 17, 2014 | Mar. 08, 2013 |
Business Acquisition [Line Items] | ||||
Customer revenue contracts | $20,000 | $1,599 | ||
Gain on bargain purchase | -743 | -743 | ||
Purchase price | $856 |
Business_Acquisition_Proforma_
Business Acquisition Proforma Information (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Business Acquisition, Pro Forma Information [Line Items] | ||
Revenues | $96,190 | $84,584 |
Operating loss | -9,837 | -13,709 |
Net Loss | ($4,393) | ($20,992) |
Pro_Forma_Operating_Loss_Attri
Pro Forma Operating Loss Attributable to Acquisitions (Detail) (USD $) | 0 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 08, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Business Acquisition [Line Items] | ||||
Gain on bargain purchase of business | $743 | $743 | ||
Pro Forma charge for amortization of the intangible assets related to acquired backlog, not expected to recur after the first year following the year of acquisition | -5,149 | -2,859 | -266 | |
Business Acquisition Pro Forma Net Income Loss Attributable To Parent, Total | -528 | -5,298 | ||
Relume Technologies Inc | ||||
Business Acquisition [Line Items] | ||||
Loss on settlement of debt from proceeds of merger | -4,157 | |||
Gain on deconsolidation of subsidiary in bankruptcy proceedings | 1,573 | |||
Business acquisition, charges | -350 | |||
Relume Technologies Inc | Change of Control | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, charges | -737 | |||
Value Lighting | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, charges | -528 | |||
Pro Forma charge for amortization of the intangible assets related to acquired backlog, not expected to recur after the first year following the year of acquisition | ($2,370) |
Components_of_Inventories_Deta
Components of Inventories (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||||
Inventory [Line Items] | ||||
Raw materials | $3,895 | $4,450 | ||
Finished goods | 11,447 | 2,227 | ||
Inventory, Gross, Total | 15,342 | 6,677 | ||
Less: reserves | -1,669 | -1,708 | -1,669 | -895 |
Net inventories | $13,673 | $4,969 |
Changes_in_Inventory_Reserves_
Changes in Inventory Reserves (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Inventory [Line Items] | |||
Inventory reserve at January 1, | $1,708 | $1,669 | $895 |
Additions | 179 | 1,644 | 1,346 |
Write offs | -218 | -1,605 | -572 |
Inventory Reserve at December 31, | $1,669 | $1,708 | $1,669 |
Inventories_Additional_Informa
Inventories - Additional Information (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Schedule Of Inventory [Line Items] | ||||
Reserve for obsolete inventory | $1,669,000 | $1,708,000 | $1,669,000 | $895,000 |
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, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $21,601 | |
Accumulated Amortization | -8,756 | -3,732 |
Net Carrying Amount | 34,784 | 17,869 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 268 | 268 |
Accumulated Amortization | -153 | -130 |
Net Carrying Amount | 115 | 138 |
Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 11,358 | 6,034 |
Accumulated Amortization | -1,280 | -615 |
Net Carrying Amount | 10,078 | 5,419 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 24,455 | 10,643 |
Accumulated Amortization | -2,942 | -1,248 |
Net Carrying Amount | 21,513 | 9,395 |
Customer Contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,877 | 1,877 |
Accumulated Amortization | -1,669 | -1,613 |
Net Carrying Amount | 208 | 264 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,953 | 2,020 |
Accumulated Amortization | -196 | -67 |
Net Carrying Amount | 1,757 | 1,953 |
Favorable Leases | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 334 | 218 |
Accumulated Amortization | -64 | -3 |
Net Carrying Amount | 270 | 215 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 740 | 480 |
Accumulated Amortization | -151 | -10 |
Net Carrying Amount | 589 | 470 |
Backlog | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,619 | |
Accumulated Amortization | -2,369 | |
Net Carrying Amount | 250 | |
Product Certification | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 61 | 61 |
Accumulated Amortization | -57 | -46 |
Net Carrying Amount | 4 | 15 |
Intangible Asset Amortization | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 43,665 | |
Accumulated Amortization | -8,881 | |
Net Carrying Amount | $34,784 |
Amortization_expense_Detail
Amortization expense (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, amortization expense | $5,149 | $2,859 | $266 |
Patents And Trade Names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, amortization expense | 688 | 388 | 109 |
Patents And Trade Names | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful life | 12 years | ||
Patents And Trade Names | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful life | 17 years | ||
Customer Relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, amortization expense | 1,694 | 761 | 116 |
Customer Relationships | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful life | 10 years | ||
Customer Relationships | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful life | 15 years | ||
Customer Contracts | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, amortization expense | 56 | 1,613 | |
Customer Contracts | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful life | 1 year | ||
Customer Contracts | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful life | 3 years | ||
Technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, amortization expense | 129 | 67 | |
Intangible assets, estimated useful life | 10 years | ||
Favorable Leases | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, amortization expense | 61 | 3 | |
Intangible assets, estimated useful life | 10 years | ||
Non-compete agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, amortization expense | 141 | 10 | |
Intangible assets, estimated useful life | 6 years | ||
Backlog | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, amortization expense | 2,369 | ||
Intangible assets, estimated useful life | 1 year | ||
Product Certification | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, amortization expense | $11 | $17 | $41 |
Intangible assets, estimated useful life | 3 years |
Intangible_Assets_Additional_I
Intangible Assets - Additional Information (Detail) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2012 |
Goodwill [Line Items] | |
Other intangible assets | $0.02 |
LED Replacement lamps and fixtures | |
Goodwill [Line Items] | |
Other intangible assets | 1 |
Property and equipment | $0.40 |
Estimated_Annual_Amortization_
Estimated Annual Amortization Expense (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Estimated Amortization Expense [Line Items] | |
2015 | $3,555 |
2016 | 3,272 |
2017 | 3,187 |
2018 | 3,080 |
2019 | 2,993 |
Patents | |
Estimated Amortization Expense [Line Items] | |
2015 | 23 |
2016 | 23 |
2017 | 23 |
2018 | 23 |
2019 | 22 |
Trade Names | |
Estimated Amortization Expense [Line Items] | |
2015 | 815 |
2016 | 815 |
2017 | 815 |
2018 | 815 |
2019 | 815 |
Customer Relationships | |
Estimated Amortization Expense [Line Items] | |
2015 | 1,971 |
2016 | 1,971 |
2017 | 1,971 |
2018 | 1,903 |
2019 | 1,869 |
Customer Contracts | |
Estimated Amortization Expense [Line Items] | |
2015 | 56 |
2016 | 56 |
2017 | 56 |
2018 | 42 |
Technology | |
Estimated Amortization Expense [Line Items] | |
2015 | 195 |
2016 | 195 |
2017 | 195 |
2018 | 195 |
2019 | 195 |
Favorable Leases | |
Estimated Amortization Expense [Line Items] | |
2015 | 74 |
2016 | 45 |
2017 | 22 |
2018 | 22 |
2019 | 22 |
Non-compete agreements | |
Estimated Amortization Expense [Line Items] | |
2015 | 167 |
2016 | 167 |
2017 | 105 |
2018 | 80 |
2019 | 70 |
Backlog | |
Estimated Amortization Expense [Line Items] | |
2015 | 250 |
Product Certification | |
Estimated Amortization Expense [Line Items] | |
2015 | $4 |
Goodwill_Additional_Informatio
Goodwill - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Business Acquisition [Line Items] | ||
Change in goodwill | $430,000 | |
Lighting Fixtures and Lamps | ||
Business Acquisition [Line Items] | ||
Impairment charge, goodwill | $1,989,000 |
Changes_in_Carrying_Amount_of_
Changes in Carrying Amount of Goodwill (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Apr. 17, 2014 | |
Goodwill [Line Items] | |||
Goodwill, Beginning Balance | $21,498,000 | $10,166,000 | $18,600,000 |
Business acquisition | 21,493,000 | 11,332 | |
Goodwill, Ending Balance | 42,991,000 | 21,498,000 | 18,600,000 |
Goodwill, Gross | 45,387,000 | ||
Accumulated impairment losses | -2,396,000 | ||
Goodwill | 42,991,000 | 21,498,000 | 18,600,000 |
Lighting Fixtures and Lamps | |||
Goodwill [Line Items] | |||
Goodwill, Beginning Balance | 21,498,000 | 10,166,000 | |
Business acquisition | 21,493,000 | 11,332,000 | |
Transfer of Relume's Media business | -1,463,000 | ||
Goodwill, Ending Balance | 41,528,000 | 21,498,000 | |
Goodwill, Gross | 43,517,000 | ||
Accumulated impairment losses | -1,989,000 | ||
Goodwill | 41,528,000 | 21,498,000 | |
Lighting Signage and Media | |||
Goodwill [Line Items] | |||
Transfer of Relume's Media business | 1,463,000 | ||
Goodwill, Ending Balance | 1,463,000 | ||
Goodwill, Gross | 1,870,000 | ||
Accumulated impairment losses | -407,000 | ||
Goodwill | $1,463,000 |
Convertible_Promissory_Notes_A
Convertible Promissory Notes - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | |
Sep. 25, 2012 | Dec. 31, 2014 | Dec. 31, 2012 | |
Convertible Promissory Notes And Warrants [Line Items] | |||
Convertible Promissory note, cash paid upon conversion | $880,000 | ||
Debt extinguished amount | 2,400,000 | 12,600,000 | |
Gain on debt restructuring | 1,048,000 | 1,048,000 | |
Gain from vendor concessions | $154,000 | ||
Increase (decrease) in Basic and Diluted per share | $0.01 | ||
Gain (Loss) on Debt Restructuring | |||
Convertible Promissory Notes And Warrants [Line Items] | |||
Decrease in basic and diluted loss per share due to gain on debt restructuring | $0.05 | ||
Common Stock | |||
Convertible Promissory Notes And Warrants [Line Items] | |||
Convertible Promissory note, common stock shares issued upon conversion | 1,000,000 |
Common_Stock_Transaction_Addit
Common Stock Transaction - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | ||||||
Dec. 01, 2014 | Sep. 25, 2012 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 21, 2014 | Sep. 09, 2005 | 15-May-13 | Apr. 09, 2013 | |
Schedule of Capitalization, Equity [Line Items] | ||||||||||
Common stock, shares outstanding | 129,714,000 | 82,095,000 | ||||||||
Common stock, shares issued | 8,000,000 | |||||||||
Offering price of common stock | $1.25 | |||||||||
Proceeds from sale of common stock | $8,614,000 | $4,950,000 | ($10,000) | |||||||
Convertible stock, Conversion of convertible securities | 36,300,171 | 46,153,692 | ||||||||
Preferred stock, shares outstanding | 0 | |||||||||
Convertible stock, Conversion of preferred stock | 2 | 599,998 | ||||||||
Conversion price per share | $0.13 | |||||||||
Common stock shares, under investor right to receive | 10,026,466 | |||||||||
Stock issued, value of shares | 8,614,000 | 5,069,000 | ||||||||
Payment of Finder's fee for stock issuance transactions | 100,000 | |||||||||
Issuance of common stock as Finder's fee for stock transactions | 42,735 | |||||||||
Restricted Stock | ||||||||||
Schedule of Capitalization, Equity [Line Items] | ||||||||||
Number of shares authorized for grant | 300,000 | |||||||||
Stock options vesting period | 3 years | |||||||||
Kingstone Warrants | ||||||||||
Schedule of Capitalization, Equity [Line Items] | ||||||||||
Warrants expiration period | 10 years | |||||||||
Warrants issued | 289,187 | |||||||||
Warrants exercise price | $4.30 | |||||||||
Series D Convertible Preferred Stock | ||||||||||
Schedule of Capitalization, Equity [Line Items] | ||||||||||
Convertible stock, Conversion of convertible securities | 1,712,167 | |||||||||
Convertible stock, Conversion of preferred stock | 11,915 | |||||||||
Conversion price per share | $0.70 | |||||||||
Stock issued, value of shares | 62,000 | 944,000 | ||||||||
Common Stock | ||||||||||
Schedule of Capitalization, Equity [Line Items] | ||||||||||
Stock issued, value of shares | 5,000,000 | |||||||||
RVL One Limited Liability Company | ||||||||||
Schedule of Capitalization, Equity [Line Items] | ||||||||||
Common stock, shares outstanding | 84,300,000 | |||||||||
Common stock share outstanding owned | 65.00% | |||||||||
Proceeds from sale of common stock | 192,000 | |||||||||
Aston Capital Limited Liability Company | Issuance of Equity | Restricted Stock | ||||||||||
Schedule of Capitalization, Equity [Line Items] | ||||||||||
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 | |||||||||
Great American Insurance Company | ||||||||||
Schedule of Capitalization, Equity [Line Items] | ||||||||||
Common stock shares, under investor right to receive | 1,250,000 | |||||||||
Great American Insurance Company | Common Stock | ||||||||||
Schedule of Capitalization, Equity [Line Items] | ||||||||||
Common stock, shares issued | 2,136,752 | |||||||||
Stock issued, value of shares | 2,500,000 | |||||||||
Great American Life Insurance Company | ||||||||||
Schedule of Capitalization, Equity [Line Items] | ||||||||||
Common stock shares, under investor right to receive | 1,250,000 | |||||||||
Great American Life Insurance Company | Common Stock | ||||||||||
Schedule of Capitalization, Equity [Line Items] | ||||||||||
Common stock, shares issued | 2,136,752 | |||||||||
Stock issued, value of shares | $2,500,000 |
Common_Stock_for_Issuance_Rese
Common Stock for Issuance Reserve (Detail) | Dec. 31, 2014 |
Schedule of Capitalization, Equity [Line Items] | |
Total reserved shares | 10,026,466 |
Shares to be Issued for Acquisitions | |
Schedule of Capitalization, Equity [Line Items] | |
Total reserved shares | 8,307,398 |
Shares Subject to Warrants | |
Schedule of Capitalization, Equity [Line Items] | |
Total reserved shares | 289,187 |
Employee Stock Options and Restricted Stock | |
Schedule of Capitalization, Equity [Line Items] | |
Total reserved shares | 1,429,881 |
Preferred_Stock_Additional_Inf
Preferred Stock - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 5 Months Ended | 0 Months Ended | 6 Months Ended | ||||
Dec. 01, 2014 | Sep. 25, 2012 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 20, 2014 | Dec. 31, 2012 | 15-May-13 | Mar. 31, 2013 | Aug. 22, 2013 | Jun. 30, 2014 | Dec. 01, 2014 | Feb. 21, 2013 | Jun. 30, 2014 | 14-May-13 | |
Preferred Stock [Line Items] | |||||||||||||||
Preferred stock authorized to issue | 5,000,000 | ||||||||||||||
Preferred stock, issued | 600,000 | ||||||||||||||
Preferred stock, outstanding | 0 | ||||||||||||||
Conversion price | $0.13 | ||||||||||||||
Convertible Preferred Stock, Total Shares Issued Upon Conversion | 46,153,846 | ||||||||||||||
Ownership Percentage | 73.00% | ||||||||||||||
Convertible stock, Conversion of preferred stock | 2 | 599,998 | |||||||||||||
Convertible stock, Conversion of convertible securities | 36,300,171 | 46,153,692 | |||||||||||||
Common stock price in increased rate | $0.59 | ||||||||||||||
Accrual of dividends on convertible preferred stock | $1,445,000 | $1,360,000 | |||||||||||||
Merger agreement, number of shares issued | 8,035,826 | ||||||||||||||
Embedded Derivative, Gain (Loss) on Embedded Derivative, Net | -6,990,000 | ||||||||||||||
Embedded derivative, fair value of embedded derivative liability | 8,600,000 | ||||||||||||||
Debt exchanged with stock, amount | 3,736,000 | ||||||||||||||
Series B | |||||||||||||||
Preferred Stock [Line Items] | |||||||||||||||
Proceeds from issuance of convertible preferred stock | 6,000,000 | ||||||||||||||
Proceeds from issuance of convertible preferred stock | 5,195,000 | ||||||||||||||
Series C | |||||||||||||||
Preferred Stock [Line Items] | |||||||||||||||
Preferred stock, issued | 10,000 | ||||||||||||||
Proceeds from issuance of convertible preferred stock | 10,000,000 | ||||||||||||||
Series A Preferred Stock | |||||||||||||||
Preferred Stock [Line Items] | |||||||||||||||
Preferred stock authorized to issue | 3,000 | ||||||||||||||
Preferred stock, issued | 0 | ||||||||||||||
Preferred stock, outstanding | 0 | ||||||||||||||
Series B Preferred Stock | |||||||||||||||
Preferred Stock [Line Items] | |||||||||||||||
Preferred stock authorized to issue | 1,000,000 | ||||||||||||||
Preferred stock , Par value | $0.00 | ||||||||||||||
Proceeds from issuance of convertible preferred stock | 5,195,000 | ||||||||||||||
Series C Convertible Preferred Stock | |||||||||||||||
Preferred Stock [Line Items] | |||||||||||||||
Preferred stock authorized to issue | 25,000 | 25,000 | |||||||||||||
Preferred stock, issued | 10,000 | ||||||||||||||
Preferred stock, outstanding | 10,000 | ||||||||||||||
Preferred stock , Par value | $0.00 | $0.00 | |||||||||||||
Preferred stock, cumulative dividends rate | 10.00% | ||||||||||||||
Preferred stock, stated value for cumulative dividends | $1,000 | ||||||||||||||
Accrual of dividends on convertible preferred stock | 1,014,000 | 31,000 | |||||||||||||
Series D Convertible Preferred Stock | |||||||||||||||
Preferred Stock [Line Items] | |||||||||||||||
Preferred stock authorized to issue | 13,000 | ||||||||||||||
Preferred stock , Par value | $0.00 | ||||||||||||||
Conversion price | $0.70 | ||||||||||||||
Convertible stock, Conversion of preferred stock | 11,915 | ||||||||||||||
Convertible stock, Conversion of convertible securities | 1,712,167 | ||||||||||||||
Preferred stock issued due to investment agreement | 11,177 | 11,177 | |||||||||||||
Merger agreement, number of shares issued | 738 | ||||||||||||||
Liquidation preference per share | $100 | $100 | |||||||||||||
Series F Redeemable Convertible Preferred Stock | |||||||||||||||
Preferred Stock [Line Items] | |||||||||||||||
Preferred stock, issued | 5,000 | ||||||||||||||
Proceeds from issuance of convertible preferred stock | 5,000,000 | ||||||||||||||
Convertible redeemable preferred stock, shares authorized | 10,000 | 10,000 | |||||||||||||
Convertible redeemable preferred stock, par value | $0.00 | $0.00 | |||||||||||||
Series E Redeemable Convertible Preferred Stock | |||||||||||||||
Preferred Stock [Line Items] | |||||||||||||||
Convertible redeemable preferred stock, shares authorized | 10,000 | 10,000 | |||||||||||||
Convertible redeemable preferred stock, par value | $0.00 | $0.00 | |||||||||||||
Series G Redeemable Convertible Preferred Stock | |||||||||||||||
Preferred Stock [Line Items] | |||||||||||||||
Preferred stock authorized to issue | 18,000 | ||||||||||||||
Preferred stock, issued | 18,000 | 18,000 | |||||||||||||
Preferred stock , Par value | $0.00 | ||||||||||||||
Conversion price | $2.30 | ||||||||||||||
Convertible stock, Conversion of convertible securities | 5,404 | ||||||||||||||
Preferred stock, cumulative dividends rate | 9.00% | ||||||||||||||
Series G Redeemable Convertible Preferred Stock | Dated April 17, 2014 | |||||||||||||||
Preferred Stock [Line Items] | |||||||||||||||
Debt exchanged with stock, shares | 10,956,000 | ||||||||||||||
Debt exchanged with stock, amount | 10,956,000 | ||||||||||||||
Series G Redeemable Convertible Preferred Stock | Dated February 25, 2014 | |||||||||||||||
Preferred Stock [Line Items] | |||||||||||||||
Debt exchanged with stock, shares | 1,640 | ||||||||||||||
Debt exchanged with stock, amount | 1,640,085 | ||||||||||||||
Series E Convertible Preferred Stock | |||||||||||||||
Preferred Stock [Line Items] | |||||||||||||||
Preferred stock, issued | 5,000 | ||||||||||||||
Proceeds from issuance of convertible preferred stock | 5,000,000 | ||||||||||||||
Preferred stock, cumulative dividends rate | 5.00% | ||||||||||||||
Accrual of dividends on convertible preferred stock | 218,000 | ||||||||||||||
Series F Convertible Preferred Stock | |||||||||||||||
Preferred Stock [Line Items] | |||||||||||||||
Preferred stock, cumulative dividends rate | 7.00% | ||||||||||||||
Accrual of dividends on convertible preferred stock | $129,000 | $0 | |||||||||||||
Exchange agreement, shares received | 5,000 |
ProForma_Effect_of_Results_of_
ProForma Effect of Results of Operations (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||||||||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | |||||||||||||||||||
Revenue | $27,494 | $26,877 | $17,517 | $4,952 | $7,079 | $5,313 | $7,357 | $6,311 | $76,840 | $26,060 | $4,481 | ||||||||
Gross profit | 8,498 | 8,559 | 5,563 | 1,603 | 2,342 | 1,364 | 3,585 | 2,661 | 24,223 | 9,952 | -224 | ||||||||
Operating loss | -10,900 | -10,522 | -9,417 | ||||||||||||||||
Other income (expenses) | -830 | -6,299 | 839 | ||||||||||||||||
Net loss | -2,616 | -1,404 | 2,410 | -3,570 | -3,288 | -3,080 | -5,135 | -5,318 | -5,180 | -16,821 | -8,578 | ||||||||
Dividends and accretion to redemption value of Series E and F | 1,445 | 1,360 | 31 | ||||||||||||||||
Net loss attributable to common stockholders | -7,913 | -2,055 | 1,100 | -3,977 | -3,703 | -3,545 | -5,457 | -7,766 | -12,845 | -20,471 | -13,804 | ||||||||
Basic and diluted loss per common share: | |||||||||||||||||||
Net loss attributable to common stockholders | ($0.07) | [1] | ($0.02) | [1] | $0.01 | [1] | ($0.04) | [1] | ($0.05) | [1] | ($0.04) | [1] | ($0.07) | [1] | ($0.11) | [1] | ($0.14) | ($0.26) | ($0.63) |
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 Redeemable Convertible 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 | ||||||||||||||||||
[1] | The quarterly earnings per share information is computed separately for each period. Therefore, the sum of such quarterly per share amounts may differ from the total for the year. |
Stock_Option_Plans_Additional_
Stock Option Plans - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 31-May-13 | Apr. 21, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock, issued | 129,714,000 | 82,095,000 | |||
Granted | 52,500 | 54,250 | |||
Grant date weighted average fair value options | $3.02 | $0.39 | |||
Total intrinsic value | $95,000 | ||||
Number of options exercised | 0 | 108,146 | 0 | ||
Intrinsic value of outstanding exercisable options | 0 | ||||
Total fair value of shares vested | 1,000 | 2,000 | 158,000 | ||
Unrecognized compensation expense for restricted stock | 1,670,240 | ||||
Stock-based compensation expenses | 1,711,000 | 809,000 | 45,000 | ||
Employees | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expenses | 1,751,000 | 302,000 | 45,000 | ||
Non Employees | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expenses | -40,000 | 506,000 | 0 | ||
Bonus and Commissions | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expenses | 911,000 | ||||
Performance Based Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted | 0 | 0 | 0 | ||
Number of options exercised | 0 | 0 | 0 | ||
Unrecognized compensation cost | $0 | ||||
Two Thousand Three Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock reserved for future issuance | 379,380 | ||||
Percentage of option price | 100.00% | ||||
Common stock vesting period | 3 years | ||||
Shares of common stock vested and exercisable | 379,380 | ||||
Two Thousand Three Plan | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock option period | 10 years | ||||
Two Thousand Thirteen Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock, issued | 1,015,501 | 3,000,000 | |||
Common shares approved but unissued | 291,000 | ||||
Two Thousand Thirteen Plan [Member] | Stock Option Shares [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted | 35,000 | ||||
Two Thousand Thirteen Plan [Member] | Restricted Shares [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Commons stock share awarded, restricted | 1,949,499 | ||||
Two Thousand Thirteen Plan [Member] | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Grant Expiration Date | 0 | ||||
Two Thousand Thirteen Plan [Member] | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options exercise price, percentage | 100.00% | ||||
Employee Restricted Stock Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted average term | 3 years | ||||
Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock reserved for future issuance | 300,000 | ||||
Common stock vesting period | 3 years | ||||
Common stock reserved for future issuance | 848,000 | ||||
Restricted shares forfeited under stock incentive plan | 130,000 | ||||
Weighted average grant date fair value | $3 |
Summary_of_Stock_Option_Activi
Summary of Stock Option Activity (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Beginning Balance | 407,020 | 706,803 | 737,020 |
Number of Shares Outstanding Under Option, Options granted at market | 52,500 | 54,250 | |
Number of Shares Outstanding Under Option, Options exercised | 0 | -108,146 | 0 |
Number of Shares Outstanding Under Option, Options forfeited or expired | -45,140 | -191,637 | -84,467 |
Ending Balance | 414,380 | 407,020 | 706,803 |
Weighted Average Exercise Price, Beginning Balance | $4.52 | $4.27 | $4.26 |
Weighted Average Exercise Price , Options granted at market | $2.32 | $0.54 | |
Weighted Average Exercise Price, Options exercised | $2.45 | ||
Weighted Average Exercise Price, Options forfeited or expired | $2.82 | $4.76 | $1.83 |
Weighted Average Exercise Price, Ending Balance | $4.29 | $4.52 | $4.27 |
NonVested_Options_Detail
Non-Vested Options (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2012 | |
Non-vested Shares | ||
Beginning Balance | 407,020 | 737,020 |
Granted | 52,500 | 54,250 |
Ending Balance | 414,380 | 706,803 |
Weighted-Average Grant-Date Fair Value | ||
Granted | $3.02 | $0.39 |
Nonvested Shares | ||
Non-vested Shares | ||
Beginning Balance | 667 | |
Granted | 52,500 | |
Vested | -667 | |
Forfeited | -17,500 | |
Ending Balance | 35,000 | |
Weighted-Average Grant-Date Fair Value | ||
Beginning Balance | $1.23 | |
Granted | $3.02 | |
Vested | $1.23 | |
Forfeited | $3.02 | |
Ending Balance | $3.02 |
Performance_Based_Shares_Activ
Performance Based Shares Activity (Detail) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Shares | ||||
Beginning Balance | 407,020 | 706,803 | 737,020 | |
Granted | 52,500 | 54,250 | ||
Options exercised | 0 | 108,146 | 0 | |
Ending Balance | 414,380 | 407,020 | 706,803 | |
Weighted Average Exercise Price | ||||
Weighted Average Exercise Price, Beginning Balance | $4.52 | $4.27 | $4.26 | |
Granted | $2.32 | $0.54 | ||
Options exercised | $2.45 | |||
Weighted Average Exercise Price, Ending Balance | $4.29 | $4.52 | $4.27 | |
Performance Based Stock Options | ||||
Shares | ||||
Beginning Balance | 7,640 | 161,240 | 161,240 | |
Granted | 0 | 0 | 0 | |
Options exercised | 0 | 0 | 0 | |
Forfeited or expired | 7,640 | 153,600 | ||
Ending Balance | 7,640 | 161,240 | 161,240 | |
Exercisable | 0 | |||
Weighted Average Exercise Price | ||||
Weighted Average Exercise Price, Beginning Balance | $5.30 | $3.79 | $3.79 | |
Granted | $0 | $0 | $0 | |
Options exercised | $0 | $0 | $0 | |
Forfeited or expired | $5.30 | $3.71 | ||
Weighted Average Exercise Price, Ending Balance | $5.30 | $3.79 | $3.79 | |
Exercisable | $0 | |||
Weighted Average Remaining Contractual Term | ||||
Weighted Average Remaining Contractual Term | 5 years 5 months 12 days | 3 years 9 months 29 days | 4 years 10 months 28 days | 5 years 10 months 28 days |
Exercisable | 4 years 5 months 12 days | |||
Aggregate Intrinsic Value | ||||
Aggregate Intrinsic Value, Beginning Balance | $0 | $0 | $0 | |
Aggregate Intrinsic Value, Ending Balance | 0 | 0 | 0 | 0 |
Exercisable | $0 |
Rent_Expense_under_Operating_L
Rent Expense under Operating Leases (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Schedule of Rent Expense [Line Items] | |||
Rent expense | $953 | $577 | $301 |
Less sublease rentals | -47 | -35 | |
Total rent expense | $953 | $530 | $266 |
Future_Minimum_Payment_Obligat
Future Minimum Payment Obligations for Operating Leases (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Leases Future Minimum Payments [Line Items] | |
2015 | $1,057 |
2016 | 1,094 |
2017 | 1,017 |
2018 | 688 |
2019 | 390 |
Thereafter | 1,500 |
Total future payment obligations | $5,746 |
Risk_Concentrations_Additional
Risk Concentrations - Additional Information (Detail) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Vendor | Vendor | |
Concentration Risk [Line Items] | ||
Percentage of revenue from a group of related customer | 31.00% | |
Number of major Suppliers | 2 | 4 |
Supplier One | ||
Concentration Risk [Line Items] | ||
Purchases from major suppliers | 14.00% | 18.00% |
Supplier Two | ||
Concentration Risk [Line Items] | ||
Purchases from major suppliers | 10.00% | 15.00% |
Supplier Three | ||
Concentration Risk [Line Items] | ||
Purchases from major suppliers | 14.00% | |
Supplier Four | ||
Concentration Risk [Line Items] | ||
Purchases from major suppliers | 12.00% |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes [Line Items] | ||
Net operating loss carry forwards expiration period | Expire between 2018 and 2033 | |
Deferred tax liabilities | $6,600,000 | |
Value Lighting | ||
Income Taxes [Line Items] | ||
Deferred tax liabilities | 6,600,000 | |
Federal | ||
Income Taxes [Line Items] | ||
Net operating loss carry forwards | 27,019,000 | 22,505,000 |
State and Local Jurisdiction | ||
Income Taxes [Line Items] | ||
Net operating loss carry forwards | $35,147,000 | $34,993,000 |
Components_of_Deferred_Tax_Ass
Components of Deferred Tax Assets and Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule of Deferred Tax Assets and Liabilities [Line Items] | ||
Accounts receivable | $233 | $58 |
Inventories | 1,847 | 473 |
Accrued expenses | 818 | 825 |
Depreciation | -5 | 40 |
Intangible assets | -11,232 | -5,320 |
Stock options | 1,339 | 1,015 |
Deferred revenue | 22 | 46 |
Other | 5 | 6 |
Net operating loss carry forwards | 11,860 | 9,316 |
Deferred Tax Assets, Gross, Total | 4,887 | 6,459 |
Valuation allowance | -4,887 | -6,459 |
Deferred Tax Assets, Net, Total | $0 | $0 |
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, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Schedule of Effective Tax Rate Reconciliation [Line Items] | |||
Tax benefit at statutory federal rate | ($3,988) | ($5,719) | ($2,916) |
Deferred state tax benefit | -383 | -258 | -618 |
Change in valuation allowance | 4,982 | -10,446 | 2,810 |
Tax benefit of acquisition | -6,550 | ||
Goodwill impairment | 676 | ||
Adjustment to net operating loss carryforwards | -120 | 13,828 | 41 |
Non-deductible expenses | 160 | 2,595 | 7 |
Impact of rate change | -651 | ||
Income tax benefit | ($6,550) | ||
Tax benefit at statutory federal rate | -34.00% | -34.00% | -34.00% |
Deferred state tax benefit | -3.30% | -1.50% | -7.20% |
Change in valuation allowance | 42.50% | -62.10% | 32.80% |
Tax benefit of acquisition | -55.80% | ||
Goodwill impairment | 7.90% | ||
Adjustment to net operating loss carryforwards | -1.00% | 82.20% | 0.50% |
Non-deductible expenses | 1.40% | 15.40% | 0.00% |
Impact of rate change | -5.60% | ||
Income tax benefit | -55.80% |
Segment_Reporting_Additional_I
Segment Reporting - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Segment | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | 2 |
Financial_Information_Relating
Financial Information Relating to Operating Segments (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
In Thousands, unless otherwise specified | Mar. 08, 2013 | Sep. 25, 2012 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment Reporting Information [Line Items] | |||||||||||||
Total revenues from external customers | $27,494 | $26,877 | $17,517 | $4,952 | $7,079 | $5,313 | $7,357 | $6,311 | $76,840 | $26,060 | $4,481 | ||
Segment income (loss) | -4,445 | -3,669 | -6,015 | ||||||||||
Corporate expenses | -6,442 | -6,853 | -3,401 | ||||||||||
Change in fair value of embedded derivative | -6,990 | ||||||||||||
Gain on debt restructuring | 1,048 | 1,048 | |||||||||||
Gain on bargain purchase of business | 743 | 743 | |||||||||||
Deferred income tax benefit | 6,550 | ||||||||||||
Interest expense, net | -843 | -52 | -210 | ||||||||||
Net loss | -5,180 | -16,821 | -8,578 | ||||||||||
Segment depreciation and amortization | 5,623 | 3,097 | 393 | ||||||||||
Corporate depreciation and amortization | 21 | 25 | 100 | ||||||||||
Total depreciation and amortization | 5,644 | 3,122 | 493 | ||||||||||
Asset | 126,542 | 52,237 | 126,542 | 52,237 | |||||||||
Total expenditures for assets | 485 | 133 | |||||||||||
Operating Segments | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Asset | 129,780 | 57,513 | 129,780 | 57,513 | |||||||||
Total expenditures for assets | 359 | 111 | |||||||||||
Elimination of intercompany receivables | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Asset | -31,303 | -14,231 | -31,303 | -14,231 | |||||||||
Corporate, Non-Segment | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Asset | 28,065 | 8,955 | 28,065 | 8,955 | |||||||||
Total expenditures for assets | 126 | 22 | |||||||||||
Led Lighting Fixtures And Lamps | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Total revenues from external customers | 72,373 | 22,823 | 792 | ||||||||||
Segment income (loss) | -4,213 | -3,495 | -5,820 | ||||||||||
Segment depreciation and amortization | 5,307 | 1,799 | 156 | ||||||||||
Asset | 122,921 | 52,989 | 122,921 | 52,989 | |||||||||
Total expenditures for assets | 320 | 100 | |||||||||||
Led Lighting Signage And Media | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Total revenues from external customers | 4,467 | 3,237 | 3,689 | ||||||||||
Segment income (loss) | -232 | -174 | -195 | ||||||||||
Segment depreciation and amortization | 316 | 1,298 | 237 | ||||||||||
Asset | 6,859 | 4,524 | 6,859 | 4,524 | |||||||||
Total expenditures for assets | $39 | $11 |
Net_Revenues_by_Geographic_Loc
Net Revenues by Geographic Location (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenue, Major Customer [Line Items] | |||||||||||
Revenue | $27,494 | $26,877 | $17,517 | $4,952 | $7,079 | $5,313 | $7,357 | $6,311 | $76,840 | $26,060 | $4,481 |
United States | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Revenue | 74,839 | 25,243 | 3,901 | ||||||||
Canada | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Revenue | 1,839 | 574 | 383 | ||||||||
Other | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Revenue | $162 | $243 | $197 |
Net_Long_Lived_Assets_by_Geogr
Net Long Lived Assets by Geographic Locations (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Segment Reporting Information [Line Items] | |||
Non Current Assets | $35,995 | $18,626 | $12,372 |
United States | |||
Segment Reporting Information [Line Items] | |||
Non Current Assets | 35,883 | 18,489 | 12,364 |
Other | |||
Segment Reporting Information [Line Items] | |||
Non Current Assets | $112 | $137 | $8 |
Benefit_Plans_Additional_Infor
Benefit Plans - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Benefit plan related expenses | $120,000 | $39,000 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | ||
Aug. 20, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 21, 2014 | Jun. 30, 2014 | Apr. 09, 2013 | Apr. 30, 2014 | |
Related Party Transaction [Line Items] | ||||||||
Debt instrument amount | $2,700,000 | |||||||
Debt instrument maturity date | 20-Aug-17 | 1-Apr-16 | ||||||
Accrued interest | 100,000 | |||||||
Interest Expenses | 843,000 | 52,000 | 210,000 | |||||
Proceeds from issuance of common stock | 8,614,000 | 4,950,000 | -10,000 | |||||
Common stock, issued | 129,714,000 | 82,095,000 | ||||||
Interest Expense | ||||||||
Related Party Transaction [Line Items] | ||||||||
Interest Expenses | 800,000 | |||||||
Restricted Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares authorized for grant | 300,000 | |||||||
Stock options vesting period | 3 years | |||||||
Aston Capital Limited Liability Company | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument amount | 3,500,000 | 1,000,000 | ||||||
Interest rate of debt | 9.00% | |||||||
Debt instrument maturity date | 1-Apr-15 | |||||||
Debt instrument converted in to equity | 10,800,000 | |||||||
Loans Receivable, Commercial, Trade Financing | 9,900,000 | |||||||
Monthly payment for underlying lease | 21,355 | |||||||
Related party transaction costs incurred | 700,000 | 10,000 | ||||||
Aston Capital Limited Liability Company | Issuance of Equity | Restricted Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
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 | |||||||
RVL One Limited Liability Company | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument amount | 10,800,000 | |||||||
Interest rate of debt | 9.00% | |||||||
Debt instrument maturity date | 1-Apr-15 | |||||||
Debt instrument converted in to equity | 1,600,000 | |||||||
Number of separate investment agreements | 4 | |||||||
Proceeds from issuance of convertible preferred stock | 26,000,000 | |||||||
Proceeds from issuance of common stock | 192,000 | |||||||
Common stock, issued | 75,000 | |||||||
Related party transaction costs incurred | 33,000 | |||||||
RVL One Limited Liability Company | Series G Redeemable Convertible Preferred Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Proceeds from issuance of convertible preferred stock | $12,500,000 |
Financings_Additional_Informat
Financings - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | ||
In Millions, unless otherwise specified | Aug. 20, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 24, 2013 |
Financing Activities and Borrowing Arrangements [Line Items] | ||||
Line of credit facility, maximum borrowing amount | $25 | $25 | ||
Bank loan payable | 8.8 | |||
Debt instrument agreement period | 3 years | |||
Debt instrument repayment date | 20-Aug-17 | 1-Apr-16 | ||
Borrowing capacity | 4.5 | |||
Minimum fixed charges ratio | 110.00% | |||
Accounts receivable financing arrangements, interest rate spread on prime rate | 1.75% | |||
Accounts receivable financing arrangements, minimum interest rate | 5.00% | |||
Value Lighting | ||||
Financing Activities and Borrowing Arrangements [Line Items] | ||||
Note payable to creditor | 3.7 | |||
Notes payable, maturity | 2018-11 | |||
Balloon payment | 1.4 | |||
Subsidiary One | ||||
Financing Activities and Borrowing Arrangements [Line Items] | ||||
Accounts receivable financing arrangements, maximum available amount for borrowing | 2 | |||
Borrowings under accounts receivable financing arrangements | $0.90 |
Maturities_of_LongTerm_Borrowi
Maturities of Long-Term Borrowings (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Long Term Debt Maturities Repayments Of Principal [Line Items] | |
2015 | $360 |
2016 | 2,925 |
2017 | 9,120 |
2018 | 360 |
2019 | $360 |
Quarterly_Information_Unaudite
Quarterly Information (Unaudited) (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||||||||
Quarterly Financial Information [Line Items] | |||||||||||||||||||
Revenues | $27,494 | $26,877 | $17,517 | $4,952 | $7,079 | $5,313 | $7,357 | $6,311 | $76,840 | $26,060 | $4,481 | ||||||||
Gross profit | 8,498 | 8,559 | 5,563 | 1,603 | 2,342 | 1,364 | 3,585 | 2,661 | 24,223 | 9,952 | -224 | ||||||||
Net (loss) income | -2,616 | -1,404 | 2,410 | -3,570 | -3,288 | -3,080 | -5,135 | -5,318 | -5,180 | -16,821 | -8,578 | ||||||||
Net (loss) income attributable to common stockholders | ($7,913) | ($2,055) | $1,100 | ($3,977) | ($3,703) | ($3,545) | ($5,457) | ($7,766) | ($12,845) | ($20,471) | ($13,804) | ||||||||
Basic and diluted (loss) income per common share attributable to common stockholders | ($0.07) | [1] | ($0.02) | [1] | $0.01 | [1] | ($0.04) | [1] | ($0.05) | [1] | ($0.04) | [1] | ($0.07) | [1] | ($0.11) | [1] | ($0.14) | ($0.26) | ($0.63) |
[1] | The quarterly earnings per share information is computed separately for each period. Therefore, the sum of such quarterly per share amounts may differ from the total for the year. |