Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Jul. 31, 2015 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | RVLT | |
Entity Registrant Name | Revolution Lighting Technologies, Inc. | |
Entity Central Index Key | 917,523 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 139,898,722 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current Assets: | ||
Cash and cash equivalents | $ 483 | $ 6,033 |
Trade accounts receivable, less allowance for doubtful accounts of $847 and $516 | 26,563 | 23,779 |
Inventories, less reserves of $1,098 and $1,669 | 20,203 | 13,673 |
Other current assets | 3,181 | 3,157 |
Total current assets | 50,430 | 46,642 |
Property and equipment | 2,476 | 2,242 |
Accumulated depreciation and amortization | (1,305) | (1,031) |
Net property and equipment | 1,171 | 1,211 |
Goodwill | 42,991 | 42,991 |
Intangible assets, less accumulated amortization of $10,661 and $8,881 | 33,004 | 34,784 |
Other assets, net | 708 | 914 |
Total assets | 128,304 | 126,542 |
Current Liabilities: | ||
Accounts payable | 10,010 | 11,573 |
Accrued liabilities | 3,916 | 5,470 |
Accrued compensation and benefits | 1,768 | 2,281 |
Other current liabilities | 735 | 2,261 |
Purchase price obligations - current | 6,032 | 6,269 |
Total current liabilities | 22,461 | 27,854 |
Revolving credit facility | 17,866 | 8,760 |
Related party payable | 2,565 | 2,565 |
Note payable | 2,636 | 2,816 |
Purchase price obligation - noncurrent | 1,261 | 6,086 |
Other liabilities | 976 | 1,145 |
Total liabilities | 47,765 | 49,226 |
Stockholders' Equity | ||
Common stock, $.001 par value, 200,000 shares authorized, 139,899 and 129,714 issued and outstanding at June 30, 2015 and December 31, 2014, respectively | 140 | 130 |
Additional paid-in capital | 156,224 | 149,477 |
Accumulated deficit | (75,825) | (72,291) |
Total stockholders' equity | 80,539 | 77,316 |
Total liabilities and stockholders' equity | $ 128,304 | $ 126,542 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Trade accounts receivable, allowance for doubtful accounts | $ 847 | $ 516 |
Inventories, reserve | 1,098 | 1,669 |
Intangible assets, accumulated amortization | $ 10,661 | $ 8,881 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, issued | 139,899,000 | 139,899,000 |
Common stock, outstanding | 129,714,000 | 129,714,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenue | $ 27,245 | $ 17,517 | $ 47,575 | $ 22,459 |
Cost of sales | 18,173 | 11,954 | 31,332 | 15,293 |
Gross profit | 9,072 | 5,563 | 16,243 | 7,166 |
Selling, general and administrative: | ||||
Acquisition, severance and transition costs | 453 | 254 | 752 | 700 |
Amortization and depreciation | 1,145 | 1,525 | 2,178 | 2,079 |
Stock-based compensation | 629 | 229 | 1,163 | 361 |
Other selling, general and administrative | 7,738 | 6,254 | 14,212 | 9,695 |
Research and development | 221 | 474 | 906 | 978 |
Total operating expenses | 10,186 | 8,736 | 19,211 | 13,813 |
Operating loss | (1,114) | (3,173) | (2,968) | (6,647) |
Other expense: | ||||
Interest expense and other bank charges | (374) | (381) | (566) | (477) |
Loss before taxes | (1,488) | (3,554) | (3,534) | (7,124) |
Deferred income tax benefit | 5,964 | 5,964 | ||
Net (loss) income | (1,488) | 2,410 | (3,534) | (1,160) |
Accrual of preferred stock dividends | (404) | (804) | ||
Accretion to redemption value of Series E, F and G preferred stock | (906) | (913) | ||
Net (loss) income attributable to common stockholders | $ (1,488) | $ 1,100 | $ (3,534) | $ (2,877) |
Net (loss) income per common share attributable to common stockholders - Basic | $ (0.01) | $ 0.01 | $ (0.03) | $ (0.03) |
Net (loss) income per common share attributable to common stockholders - Diluted | $ (0.01) | $ 0.01 | $ (0.03) | $ (0.03) |
Weighted average shares outstanding - Basic | 143,728 | 89,086 | 141,281 | 85,379 |
Weighted average shares outstanding - Diluted | 143,728 | 110,130 | 141,281 | 85,379 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Series E Preferred Stock | Series C Preferred Stock | Series G Preferred Stock | Tri-State LED, Inc. | Seesmart Technologies Incorporated | Value Lighting | All Around and Value Lighting | All Around | Relume Technologies Inc | Employees | Non Employees | Preferred Stock | Preferred StockSeries C Preferred Stock | Common Stock | Common StockTri-State LED, Inc. | Common StockSeesmart Technologies Incorporated | Common StockValue Lighting | Common StockAll Around | Common StockRelume Technologies Inc | Common StockEmployees | Additional Paid- in Capital | Additional Paid- in CapitalSeries E Preferred Stock | Additional Paid- in CapitalSeries C Preferred Stock | Additional Paid- in CapitalSeries G Preferred Stock | Additional Paid- in CapitalTri-State LED, Inc. | Additional Paid- in CapitalSeesmart Technologies Incorporated | Additional Paid- in CapitalValue Lighting | Additional Paid- in CapitalAll Around and Value Lighting | Additional Paid- in CapitalAll Around | Additional Paid- in CapitalRelume Technologies Inc | Additional Paid- in CapitalEmployees | Additional Paid- in CapitalNon Employees | Accumulated Deficit | Temporary Equity | Temporary EquitySeries E Preferred Stock | Temporary EquitySeries F Preferred Stock | Temporary EquitySeries G Preferred Stock |
Beginning Balance (in shares) at Dec. 31, 2013 | 10 | 82,095 | ||||||||||||||||||||||||||||||||||||
Beginning Balance at Dec. 31, 2013 | $ 25,456 | $ 9,936 | $ 82 | $ 82,549 | $ (67,111) | $ 10,966 | ||||||||||||||||||||||||||||||||
Share-based compensation | $ 840 | $ (40) | $ 840 | $ (40) | ||||||||||||||||||||||||||||||||||
Accretion of preferred stock to redemption value | $ (19) | $ (19) | $ 19 | |||||||||||||||||||||||||||||||||||
Accrual of dividends on convertible preferred stock | (1,445) | (1,445) | 691 | |||||||||||||||||||||||||||||||||||
Issuance of in-kind dividends on Series C preferred stock | $ 1,000 | $ 1,028 | $ (28) | |||||||||||||||||||||||||||||||||||
Issuance of common stock for acquisition | (7) | 575 | 2,032 | |||||||||||||||||||||||||||||||||||
Issuance of common stock for acquisition | $ 374 | $ 1 | $ 2 | $ 373 | $ (2) | |||||||||||||||||||||||||||||||||
Issuance of common stock for services (in shares) | 849 | |||||||||||||||||||||||||||||||||||||
Issuance of common stock for services | $ 1 | (1) | ||||||||||||||||||||||||||||||||||||
Issuance of stock, net of issuance costs (in shares) | 8,000 | |||||||||||||||||||||||||||||||||||||
Issuance of stock, net of issuance costs | 8,614 | $ 8 | 8,606 | $ (56) | ||||||||||||||||||||||||||||||||||
Cancellation of Series F preferred stock | $ (5,404) | |||||||||||||||||||||||||||||||||||||
Issuance of preferred stock Series G and accretion to redemption value | $ (900) | $ (900) | $ 18,863 | |||||||||||||||||||||||||||||||||||
Forfeiture of restricted stock , shares | (130) | |||||||||||||||||||||||||||||||||||||
Forfeiture of restricted stock , value | 0 | $ 0 | $ 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||
Shares to be issued for acquisitions | $ 22,737 | $ 22,737 | ||||||||||||||||||||||||||||||||||||
Exchange of preferred stock for common stock (in shares) | (10) | 36,300 | ||||||||||||||||||||||||||||||||||||
Exchange of preferred stock for common stock | 25,879 | $ (10,964) | $ 36 | 36,807 | $ (25,079) | |||||||||||||||||||||||||||||||||
Net loss | (5,180) | (5,180) | ||||||||||||||||||||||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2014 | 129,714 | |||||||||||||||||||||||||||||||||||||
Ending Balance at Dec. 31, 2014 | 77,316 | $ 130 | 149,477 | (72,291) | ||||||||||||||||||||||||||||||||||
Share-based compensation | $ 1,430 | $ 46 | $ 2 | $ 1,428 | $ 46 | |||||||||||||||||||||||||||||||||
Share-based compensation, shares | 1,762 | |||||||||||||||||||||||||||||||||||||
Shares issued for contingent consideration, value | $ 339 | $ 5,500 | $ 5 | $ 339 | 5,495 | |||||||||||||||||||||||||||||||||
Shares issued for contingent consideration, shares | 543 | 4,895 | ||||||||||||||||||||||||||||||||||||
Issuance of common stock for acquisition | 2,710 | 437 | ||||||||||||||||||||||||||||||||||||
Issuance of common stock for acquisition | $ 208 | $ 3 | $ (3) | $ 208 | ||||||||||||||||||||||||||||||||||
Fees associated with issuance of common stock | (219) | (219) | ||||||||||||||||||||||||||||||||||||
Cancellation of reaquired escrowed common stock for acquisition, value - Relume | $ (547) | $ (547) | ||||||||||||||||||||||||||||||||||||
Cancellation of reaquired escrowed common stock for acquisition, shares - Relume | (162) | |||||||||||||||||||||||||||||||||||||
Net loss | (3,534) | (3,534) | ||||||||||||||||||||||||||||||||||||
Ending Balance (in shares) at Jun. 30, 2015 | 139,899 | |||||||||||||||||||||||||||||||||||||
Ending Balance at Jun. 30, 2015 | $ 80,539 | $ 140 | $ 156,224 | $ (75,825) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (3,534) | $ (1,160) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 279 | 195 |
Amortization of intangibles and other assets | 1,899 | 1,884 |
Reacquired common stock issued for acquisition | (547) | |
Change in fair value of contingent consideration | 485 | (205) |
Deferred income tax benefit | (5,964) | |
Stock-based compensation | 1,163 | 361 |
Changes in operating assets and liabilities, net of the effect of acquisitions (Note 2): | ||
Increase in trade accounts receivable, net | (2,784) | (2,257) |
Increase in inventories, net | (5,929) | (226) |
(Increase) decrease in other assets | (437) | 128 |
Decrease in accounts payable and accrued liabilities | (4,311) | (891) |
(Decrease) increase in accrued compensation and benefits | (201) | 263 |
Net cash used in operating activities | (13,917) | (7,872) |
Cash Flows from Investing Activities: | ||
Acquisition of business, net of cash acquired | (100) | (10,084) |
Purchase of property and equipment | (240) | (228) |
Net cash used in investing activities | (340) | (10,312) |
Cash Flows from Financing Activities: | ||
Fees pertaining to issuance of common stock | (219) | (37) |
(Repayments) proceeds from short-term borrowings and notes payable | (180) | 207 |
Proceeds of loans from affiliates of controlling stockholder | 17,959 | |
Proceeds from revolving credit facility | 47,456 | |
Repayments of revolving credit facility | (38,350) | |
Net cash provided by financing activities | 8,707 | 18,129 |
Decrease in Cash and Cash Equivalents | (5,550) | (55) |
Cash and Cash Equivalents, beginning of period | 6,033 | 1,757 |
Cash and Cash Equivalents, end of period | 483 | 1,702 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash paid during period for interest | 245 | |
Non-cash investing and financing activities: | ||
Contingent consideration | 7,919 | |
Deferred consideration for acquisition | 500 | |
Contingent Consideration | ||
Non-cash investing and financing activities: | ||
Issuance of stock | $ 6,047 | |
Common Stock | ||
Non-cash investing and financing activities: | ||
Issuance of stock | 20,908 | |
Series G Preferred Stock | ||
Non-cash investing and financing activities: | ||
Issuance of stock | $ 18,000 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies: Basis of presentation These unaudited condensed financial statements should be read in conjunction with the Company’s audited consolidated financial statements and footnotes and other information included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission (“SEC”). The results of operations for the three-month and six-month periods ended June 30, 2015 are not necessarily indicative of the results that may be expected for the full year ending on December 31, 2015 or for any other future period. Business The Company’s operations consist of one reportable segment for financial reporting purposes: Lighting Products and Solutions (principally LED fixtures and lamps). The two segments that were previously reported, Lighting Fixtures and Lamps and Lighting Signage and Media, have been aggregated into this reportable segment due to changes in the management and organizational structure and internal reporting. Prior period financial segment information has been combined to conform to the current period presentation. Liquidity In August 2014, the Company entered into a three-year 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 (“the Revolving Credit Facility”). In April 2015, our Chairman and Chief Executive Officer guaranteed $5 million of borrowings under the Revolving Credit Facility, enabling us to borrow up to $5 million in addition to the amount that is based upon receivables and inventory. This guarantee may be terminated under certain circumstances on December 31, 2015. As of June 30, 2015, the balance on the Revolving Credit Facility was $17.9 million, with additional borrowing capacity of $2.4 million. We are in compliance with our covenants and obligations under the revolving credit facility. In December 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 common stock (the “Preferred Stock Exchange”). All rights relating to the preferred stock were extinguished as a result of the transaction, accordingly, we have been relieved of the ongoing obligation to pay dividends on preferred stock. Historically, the Company’s controlling shareholder, RVL 1 LLC (“RVL”), and its affiliates have been a significant source of financing, as they continue to support our operations. The Company believes it has adequate resources to meet its cash requirements in the foreseeable future. Principles of consolidation Use of estimates Revenue recognition 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 six months ended June 30, 2015 and 2014, revenues from sales taxes were $1.8 million and $0.6 million, respectively. Warranties and product liability (in thousands) 2015 Warranty liability, January 1 $ 443 Provision for current period 92 Current period claims (67 ) Warranty liability, June 30 $ 468 Fair value measurements Level 1 Level 2 Level 3 Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of the balance sheet dates. 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 Level 1 balance sheet financial instruments approximates its fair value. These financial instruments include cash and cash equivalents, 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. Based on the borrowing rates currently available to the Company for bank loans with similar terms and average maturities (Level 2 inputs), the fair value of borrowings under our Revolving Credit Facility are equal to the carrying value (see Note 5). The Company determines the fair value of purchase price obligations on a recurring basis based on a probability-weighted discounted cash flow analysis and Monte Carlo simulation. 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 expenses in the Consolidated Statement of Operations. Changes in the fair value of purchase price obligations during the six months ended June 30, 2015 were as follows: (in thousands) 2015 Fair value, January 1 $ 12,355 Fair value of acquisition liabilities paid during the period (6,047 ) Fair value of consideration issued 500 Change in fair value 485 Fair value, June 30 $ 7,293 The following table presents quantitative information about Level 3 fair value measurements as of June 30, 2015: (in thousands) Fair Value at Valuation Technique Unobservable Inputs Earnout liabilities $ 5,213 Income approach Discount rate -15.5% Stock distribution price floor 1,580 Monte Carlo simulation Volatility - 115% Risk free rate - 0.98% Dividend yield - 0% Time based payments 500 Expected payments None Fair value, June 30, 2015 $ 7,293 Cash equivalents Accounts receivable (in thousands) 2015 Allowance for doubtful accounts, January 1 $ 516 Additions 455 Write-offs (124 ) Allowance for doubtful accounts, June 30 $ 847 Inventories Property and equipment 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 judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates, strategic plans and future market conditions, among others. There can be no assurance that the Company’s estimates and assumptions made for purposes of the goodwill impairment testing will prove to be accurate predictions of the future. Long-lived assets Deferred rent Shipping and handling costs Research and development Advertising Income taxes In connection with the acquisition of Value Lighting in 2014, the Company recorded net deferred tax liabilities of approximately $6.0 million, primarily resulting from the recognition of amortizable intangible assets at the date of acquisition. These net deferred tax credits can be used to reduce net deferred tax assets for which the Company had provided a valuation allowance. Accordingly, the valuation allowance was reduced by a corresponding amount during the three months ended June 30, 2014. Stock-based compensation 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. 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 In connection with the 2014 acquisitions (see Note 2), the Company is unconditionally obligated to issue an additional 5,059,334 shares of its common stock during 2015, 2016 and 2017. These potentially dilutive shares have been included in the computation of basic and diluted earnings per share for the three and six months ended June 30, 2015. Also in connection with the 2014 acquisitions, the Company is contingently obligated to pay up to $6.2 million, or at its option, an equivalent amount of common shares based upon their then-current market value, if certain performance criteria have been met. These shares have been excluded from the computation of diluted earnings per share for the three months ended June 30, 2015 because the effect would be antidilutive. For the six months ended June 30, 2014, the Company had 20.5 million common equivalent shares which may have been issuable, primarily pursuant to convertible securities, which were not included in the computation of loss per share at June 30, 2014 because the effect would have been anti-dilutive. For the three months ended June 30, 2014, excluded common equivalent shares amounted to 0.3 million. Contingencies Recent accounting pronouncements 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. In February 2015, the FASB issued ASU 2015-02, “Amendments to the Consolidation Analysis”, which modifies the criteria for evaluating whether certain legal entities should be consolidated. The provisions of the ASU are effective for fiscal periods beginning after December 15, 2015, however earlier adoption is permitted. The Company has adopted the ASU effective January 1, 2015, without material effect on its consolidated financial statements. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2015 | |
Acquisitions | 2. ACQUISITIONS: Value Lighting Value Lighting achieved its 2014 performance targets, and as a result, during the quarter ended March 31, 2015, the Company issued 4.9 million shares of its common stock (valued at $5.5 million) in payment of 2014 contingent purchase consideration. The following amounts represent the determination of the fair value of identifiable assets acquired and liabilities assumed in the Value Lighting acquisition. (in thousands) Current assets $ 16,260 Goodwill 18,635 Intangible assets 19,951 Other assets 2,901 Assets acquired 57,747 Accounts payable and other liabilities 12,613 Deferred income tax liability 5,825 Liabilities assumed 18,438 Purchase price $ 39,309 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 shares of the Company’s common stock, and additional cash consideration if certain revenue targets are achieved in 2015 and 2016 (valued at $0.3 million). The shares of common stock have been valued at $1.8 million, and will be issued in eleven installments beginning in June 2015. The shares are subject to a price floor of $2.00 per share (initially 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 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. Pro forma information (in thousands) Pro Forma Revenues $ 38,406 Operating loss $ (6,910 ) Net loss $ (1,702 ) |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2015 | |
Inventories | 3. Inventories: Inventories consist of the following: (in thousands) June 30, December 31, Raw materials $ 4,289 $ 3,895 Finished goods 17,012 11,447 21,301 15,342 Less: reserves (1,098 ) (1,669 ) Net inventories $ 20,203 $ 13,673 |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2015 | |
Intangible Assets | 4. Intangible Assets: At June 30, 2015, the Company had the following intangible assets subject to amortization: (in thousands) Gross Carrying Accumulated Net Carrying Customer contracts and backlog $ 4,496 $ (4,192 ) $ 304 Customer relationships 24,455 (3,654 ) 20,801 Favorable lease 334 (102 ) 232 Non-compete agreement 740 (235 ) 505 Patents 268 (165 ) 103 Product certification 61 (59 ) 2 Technology 1,953 (222 ) 1,731 Trademarks / Trade Names 11,358 (2,032 ) 9,326 $ 43,665 $ (10,661 ) $ 33,004 |
Financings
Financings | 6 Months Ended |
Jun. 30, 2015 | |
Financings | 5. Financings: In August 2014, the Company entered into the Revolving Credit Facility, pursuant to which the Company can borrow up to specified percentages against eligible accounts receivable and inventory as defined (the “Borrowing Base”), up to a maximum of $25 million. In April 2015, our Chairman and Chief Executive Officer guaranteed $5 million of borrowings under the Revolving Credit Facility, increasing the Borrowing Base (but not the $25 million maximum) by that amount. This guarantee may be terminated under certain circumstances on December 31, 2015. 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 June 30, 2015 amount to $17.9 million and are included in non-current liabilities in the accompanying Condensed Consolidated Balance Sheet. The Loan Agreement contains covenants which limit the ability of the Company to incur other debt, allow a lien on any property, pay dividends, restrict any wholly owned subsidiary from paying dividends, make investments, dispose of property, make loans or advances or enter into transactions with affiliates, among other things. As of June 30, 2015, we were in compliance with our covenants. From time to time, the Company enters into financing arrangements with RVL and its affiliates. See Note 10. 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. Maturities of long-term borrowings for each of the next five years are as follows: (in thousands) 2015 $ 180 2016 2,925 2017 18,226 2018 2,096 |
Common Stock Transactions
Common Stock Transactions | 6 Months Ended |
Jun. 30, 2015 | |
Common Stock Transactions | 6. Common Stock Transactions: As of June 30, 2015, the Company had approximately 140 million shares of its common stock outstanding, of which approximately 83 million shares, or 59%, were 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 per share. Net proceeds of the offering approximated $8.6 million, which was used for general corporate purposes. Also on December 1, 2014, the Company issued 36,300,171 shares of unregistered common stock in connection with the Preferred Stock Exchange. 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 7 for additional information. The Company has 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. On April 21, 2014, as compensation for management services provided, the Company granted 300,000 shares of restricted stock to Aston under its 2013 Stock Incentive Plan, which vest in three annual installments with the first such vesting date of 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 May 11, 2015, the shareholders approved an amendment to the Company’s Certificate of Incorporation to increase the authorized shares of common stock from 150,000,000 to 200,000,000. Also on May 11, 2015, the shareholders approved a proposal to grant authority to the Board of Directors (the “Board”) to potentially conduct a reverse stock split (the “Split”), if and when the Board determines it is in the best interests of the Company and its shareholders to do so. Additionally, the Board was granted authority to determine the specific ratio at which to conduct the Split, within the range of 1-for-4 to 1-for-7 based upon then-current market conditions, or to abandon the Split if the Board determines that it is not in the best interests of the Company and its shareholders. This action will expedite the process and time frame for effecting the Split at some point in the future should the Board determine, at an appropriate time, to declare it. Stock warrants At June 30, 2015, the Company has reserved common stock for issuance in relation to the following: Employee stock options and restricted stock 2,667,899 Shares subject to warrants 289,187 Shares to be issued for acquisitions 5,059,334 Total reserved shares 8,016,420 |
Preferred Stock
Preferred Stock | 6 Months Ended |
Jun. 30, 2015 | |
Preferred Stock | 7. 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 June 30, 2015 and December 31, 2014, the Company has no outstanding preferred stock. Series C Convertible Preferred Stock Each share of Series C Preferred Stock carried a liquidation preference and was entitled to receive in-kind 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). 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. On December 1, 2014, all outstanding shares of Series C Preferred were exchanged for common stock in the Preferred Stock Exchange, and this series of preferred stock was cancelled. Series E Redeemable Convertible Preferred Stock 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. In accordance with FASB 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. On December 1, 2014, all outstanding shares of Series E Preferred were exchanged for common stock in the Preferred Stock Exchange, and this series of preferred stock was cancelled. Series F Redeemable Convertible Preferred Stock Each share of Series F Preferred Stock was voting, carried a liquidation preference, was entitled to receive dividends at an annual rate of 7%, and was redeemable for cash at the option of the Company. Additionally, it was convertible to either common stock or cash at the option of the holder; accordingly, it was classified as temporary equity in the financial statements. 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, and this series of preferred stock was cancelled. Series G Redeemable Convertible 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 10), 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 10). The Series G Preferred Stock was voting, carried a liquidation preference, and was entitled to receive cumulative dividends at the annual rate of 9%. Additionally, it was 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. On December 1, 2014, all outstanding shares of Series G Preferred were exchanged for common stock in the Preferred Stock Exchange, and this series of preferred stock was cancelled. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2015 | |
Stock-Based Compensation | 8. Stock-Based Compensation: The Company’s Board of Directors has determined that no further awards will be made pursuant to its 2003 stock option plan (the “2003 Plan”). As of June 30, 2015, options for 379,380 shares of common stock were vested and exercisable and have been reserved for issuance under the 2003 Plan. Under the Company’s 2013 Stock Incentive Plan, as amended (the “2013 Plan”), an aggregate of 6,000,000 shares of the Company’s common stock may be issued to officers, employees, non-employee directors and consultants of the Company and its affiliates. Awards under the 2013 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 June 30, 2015, 35,000 options and 2,880,331 restricted shares, net of forfeitures, and 831,150 shares for incentive compensation have been awarded under the 2013 Plan. A total of 2,288,519 common shares are reserved for future issuance under the 2013 Plan. During the three and six months ended June 30, 2015, no options were issued, exercised, or forfeited and no options vested or expired. The total future compensation cost related to non-vested stock options is estimated to be nominal as of June 30, 2015. Options outstanding at June 30, 2015 had no intrinsic value. Stock-based compensation expense recognized in the accompanying statements of operations for the three months ended June 30, 2015 and 2014 was $0.6 million and $0.2 million, respectively. Stock-based compensation expense recognized in the accompanying statements of operations for the six months ended June 30, 2015 and 2014 was $1.2 million and $0.4 million, respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
Income Taxes | 9. Income Taxes: The Company was not required to record any current or deferred U.S. federal income tax provision or benefit for the three month periods ended June 30, 2015 and 2014 because of its net operating loss carryforwards. The Company has recognized a full valuation allowance related to its net deferred tax assets, including substantial net operating loss carryforwards. In conjunction with the 2014 acquisitions, the Company recorded a net deferred tax liability of $6.0 million in its purchase price allocations (see Note 2). This liability was used to reduce the net deferred tax assets of the Company and, as a result, the Company reduced its existing valuation allowance by that amount, recognizing a credit to earnings of $6.0 million during 2014. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions | 10. Related Party Transactions: Financings In February 2014, the Company entered into 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 originally had a scheduled maturity of April 1, 2015, and 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 originally had a scheduled maturity of the earliest of April 1, 2015 or the date on which the Company received proceeds from a financing transaction. All of these notes bore interest at the rate of 9% per year. 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 7). The remaining $1.9 million of the February Note, together with accrued interest thereon, was refinanced with a new Note Payable to Aston dated June 30, 2014 (the “June Note”). In addition, Aston advanced $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. A new promissory note payable to Aston was issued for $5.7 million (the “July Note”), in exchange for the April Note and the June Note, and to evidence the amounts advanced by Aston during May and June. The July Note matures on April 1, 2016, bears interest at 9%, and can be prepaid at any time at the option of the Company. The Company has accrued interest on the July Note of $0.3 million at June 30, 2015 and recorded interest expense of $0.06 million and $0.1 million for the three and six months ended June 30, 2015, respectively. Management Agreement Corporate Headquarters Other |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events | 11. Subsequent Events: On August 5, 2015, the Company purchased Energy Source, LLC for $30 million, which is comprised of $10 million in cash, $10 million in common stock and $10 million in promissory notes due at the one year anniversary of the acquisition. The cash portion of the acquisition was funded through the issuance of 8,695,652 shares to a third party investor for $10 million. The promissory notes are supported by an irrevocable letter of credit from RVL. The Loan Agreement was amended to include the Energy Source acquisition and includes restrictive covenants related thereto. Energy Source is a provider of comprehensive energy savings projects (principally LED fixtures and lamps) within the commercial, industrial, hospitality, retail, education and municipal sectors. Energy Source’s revenues and net income for 2014 were approximately $20 million and $2 million, respectively. Due to the timing of the acquisition, the Company has not completed the valuation of the assets and liabilities acquired, accordingly, pro forma information has not been provided. The Company expects to provide such information at the time it files the Form 8-K/A related to the acquisition. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Basis of Presentation | Basis of presentation These unaudited condensed financial statements should be read in conjunction with the Company’s audited consolidated financial statements and footnotes and other information included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission (“SEC”). The results of operations for the three-month and six-month periods ended June 30, 2015 are not necessarily indicative of the results that may be expected for the full year ending on December 31, 2015 or for any other future period. |
Liquidity | Liquidity In August 2014, the Company entered into a three-year 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 (“the Revolving Credit Facility”). In April 2015, our Chairman and Chief Executive Officer guaranteed $5 million of borrowings under the Revolving Credit Facility, enabling us to borrow up to $5 million in addition to the amount that is based upon receivables and inventory. This guarantee may be terminated under certain circumstances on December 31, 2015. As of June 30, 2015, the balance on the Revolving Credit Facility was $17.9 million, with additional borrowing capacity of $2.4 million. We are in compliance with our covenants and obligations under the revolving credit facility. In December 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 common stock (the “Preferred Stock Exchange”). All rights relating to the preferred stock were extinguished as a result of the transaction, accordingly, we have been relieved of the ongoing obligation to pay dividends on preferred stock. Historically, the Company’s controlling shareholder, RVL 1 LLC (“RVL”), and its affiliates have been a significant source of financing, as they continue to support our operations. The Company believes it has adequate resources to meet its cash requirements in the foreseeable future. |
Principles of Consolidation | Principles of consolidation |
Use of estimates | Use of estimates |
Revenue Recognition | Revenue recognition 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 six months ended June 30, 2015 and 2014, revenues from sales taxes were $1.8 million and $0.6 million, respectively. |
Warranties and Product Liability | Warranties and product liability (in thousands) 2015 Warranty liability, January 1 $ 443 Provision for current period 92 Current period claims (67 ) Warranty liability, June 30 $ 468 |
Fair value measurements | Fair value measurements Level 1 Level 2 Level 3 Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of the balance sheet dates. 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 Level 1 balance sheet financial instruments approximates its fair value. These financial instruments include cash and cash equivalents, 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. Based on the borrowing rates currently available to the Company for bank loans with similar terms and average maturities (Level 2 inputs), the fair value of borrowings under our Revolving Credit Facility are equal to the carrying value (see Note 5). The Company determines the fair value of purchase price obligations on a recurring basis based on a probability-weighted discounted cash flow analysis and Monte Carlo simulation. 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 expenses in the Consolidated Statement of Operations. Changes in the fair value of purchase price obligations during the six months ended June 30, 2015 were as follows: (in thousands) 2015 Fair value, January 1 $ 12,355 Fair value of acquisition liabilities paid during the period (6,047 ) Fair value of consideration issued 500 Change in fair value 485 Fair value, June 30 $ 7,293 The following table presents quantitative information about Level 3 fair value measurements as of June 30, 2015: (in thousands) Fair Value at Valuation Technique Unobservable Inputs Earnout liabilities $ 5,213 Income approach Discount rate -15.5% Stock distribution price floor 1,580 Monte Carlo simulation Volatility - 115% Risk free rate - 0.98% Dividend yield - 0% Time based payments 500 Expected payments None Fair value, June 30, 2015 $ 7,293 |
Cash equivalents | Cash equivalents |
Accounts receivable | Accounts receivable (in thousands) 2015 Allowance for doubtful accounts, January 1 $ 516 Additions 455 Write-offs (124 ) Allowance for doubtful accounts, June 30 $ 847 |
Inventories | Inventories |
Property and equipment | Property and equipment 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 judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates, strategic plans and future market conditions, among others. There can be no assurance that the Company’s estimates and assumptions made for purposes of the goodwill impairment testing will prove to be accurate predictions of the future. |
Long-lived Assets | Long-lived assets |
Deferred rent | Deferred rent |
Shipping and handling costs | Shipping and handling costs |
Research and development | Research and development |
Advertising | Advertising |
Income taxes | Income taxes In connection with the acquisition of Value Lighting in 2014, the Company recorded net deferred tax liabilities of approximately $6.0 million, primarily resulting from the recognition of amortizable intangible assets at the date of acquisition. These net deferred tax credits can be used to reduce net deferred tax assets for which the Company had provided a valuation allowance. Accordingly, the valuation allowance was reduced by a corresponding amount during the three months ended June 30, 2014. |
Stock-based compensation | Stock-based compensation 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. 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 In connection with the 2014 acquisitions (see Note 2), the Company is unconditionally obligated to issue an additional 5,059,334 shares of its common stock during 2015, 2016 and 2017. These potentially dilutive shares have been included in the computation of basic and diluted earnings per share for the three and six months ended June 30, 2015. Also in connection with the 2014 acquisitions, the Company is contingently obligated to pay up to $6.2 million, or at its option, an equivalent amount of common shares based upon their then-current market value, if certain performance criteria have been met. These shares have been excluded from the computation of diluted earnings per share for the three months ended June 30, 2015 because the effect would be antidilutive. For the six months ended June 30, 2014, the Company had 20.5 million common equivalent shares which may have been issuable, primarily pursuant to convertible securities, which were not included in the computation of loss per share at June 30, 2014 because the effect would have been anti-dilutive. For the three months ended June 30, 2014, excluded common equivalent shares amounted to 0.3 million. |
Contingencies | Contingencies |
Recent accounting pronouncements | Recent accounting pronouncements 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. In February 2015, the FASB issued ASU 2015-02, “Amendments to the Consolidation Analysis”, which modifies the criteria for evaluating whether certain legal entities should be consolidated. The provisions of the ASU are effective for fiscal periods beginning after December 15, 2015, however earlier adoption is permitted. The Company has adopted the ASU effective January 1, 2015, without material effect on its consolidated financial statements. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Changes in Warranty Liability | Changes in the Company’s warranty liability for the six months ended June 30, 2015 are as follows: (in thousands) 2015 Warranty liability, January 1 $ 443 Provision for current period 92 Current period claims (67 ) Warranty liability, June 30 $ 468 |
Fair Value Remeasurement Based on Significant Inputs Not Observable, Level 3 Measurement | The Company determines the fair value of purchase price obligations on a recurring basis based on a probability-weighted discounted cash flow analysis and Monte Carlo simulation. 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 expenses in the Consolidated Statement of Operations. Changes in the fair value of purchase price obligations during the six months ended June 30, 2015 were as follows: (in thousands) 2015 Fair value, January 1 $ 12,355 Fair value of acquisition liabilities paid during the period (6,047 ) Fair value of consideration issued 500 Change in fair value 485 Fair value, June 30 $ 7,293 |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques | The following table presents quantitative information about Level 3 fair value measurements as of June 30, 2015: (in thousands) Fair Value at Valuation Technique Unobservable Inputs Earnout liabilities $ 5,213 Income approach Discount rate -15.5% Stock distribution price floor 1,580 Monte Carlo simulation Volatility - 115% Risk free rate - 0.98% Dividend yield - 0% Time based payments 500 Expected payments None Fair value, June 30, 2015 $ 7,293 |
Summary of Changes in Allowance for Doubtful Accounts | The following summarizes the changes in the allowance for doubtful accounts for the six months ended June 30, 2015: (in thousands) 2015 Allowance for doubtful accounts, January 1 $ 516 Additions 455 Write-offs (124 ) Allowance for doubtful accounts, June 30 $ 847 |
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 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Business Acquisition Pro Forma Information | The following unaudited supplemental pro forma information assumes the 2014 acquisitions referred to above had been completed as of January 1, 2014 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. The pro forma effect of the 2015 acquisition was not significant. (in thousands) Pro Forma Revenues $ 38,406 Operating loss $ (6,910 ) Net loss $ (1,702 ) |
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 in the Value Lighting acquisition. (in thousands) Current assets $ 16,260 Goodwill 18,635 Intangible assets 19,951 Other assets 2,901 Assets acquired 57,747 Accounts payable and other liabilities 12,613 Deferred income tax liability 5,825 Liabilities assumed 18,438 Purchase price $ 39,309 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Components of Inventories | Inventories consist of the following: (in thousands) June 30, December 31, Raw materials $ 4,289 $ 3,895 Finished goods 17,012 11,447 21,301 15,342 Less: reserves (1,098 ) (1,669 ) Net inventories $ 20,203 $ 13,673 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Intangible Assets Subject to Amortization | At June 30, 2015, the Company had the following intangible assets subject to amortization: (in thousands) Gross Carrying Accumulated Net Carrying Customer contracts and backlog $ 4,496 $ (4,192 ) $ 304 Customer relationships 24,455 (3,654 ) 20,801 Favorable lease 334 (102 ) 232 Non-compete agreement 740 (235 ) 505 Patents 268 (165 ) 103 Product certification 61 (59 ) 2 Technology 1,953 (222 ) 1,731 Trademarks / Trade Names 11,358 (2,032 ) 9,326 $ 43,665 $ (10,661 ) $ 33,004 |
Financings (Tables)
Financings (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Maturities of Long-Term Borrowings | Maturities of long-term borrowings for each of the next five years are as follows: (in thousands) 2015 $ 180 2016 2,925 2017 18,226 2018 2,096 |
Common Stock Transactions (Tabl
Common Stock Transactions (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Common Stock Reserved for Issuance | At June 30, 2015, the Company has reserved common stock for issuance in relation to the following: Employee stock options and restricted stock 2,667,899 Shares subject to warrants 289,187 Shares to be issued for acquisitions 5,059,334 Total reserved shares 8,016,420 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies - Additional Information (Detail) | Dec. 01, 2014shares | Apr. 17, 2014shares | Dec. 31, 2014USD ($)shares | Aug. 31, 2014USD ($) | Jun. 30, 2014USD ($)shares | Jun. 30, 2015USD ($)Segmentshares | Jun. 30, 2014USD ($)shares | Apr. 30, 2015USD ($) | Aug. 30, 2014USD ($) | Dec. 31, 2013USD ($) |
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Number of reportable segments | Segment | 1 | |||||||||
Cash and cash equivalents | $ 6,033,000 | $ 1,702,000 | $ 483,000 | $ 1,702,000 | $ 1,757,000 | |||||
Cash flow from operations | 13,917,000 | 7,872,000 | ||||||||
Working capital | $ 18,800,000 | 28,000,000 | ||||||||
Line of credit facility, maximum borrowing amount | $ 25,000,000 | $ 25,000,000 | ||||||||
Borrowing capacity | 17,900,000 | |||||||||
Debt instrument agreement period | 3 years | |||||||||
Guaranteed additional borrowing capacity | $ 5,000,000 | |||||||||
Bank loan payable | 2,400,000 | |||||||||
Convertible stock, Conversion of convertible securities | shares | 36,300,171 | 36,300,171 | ||||||||
Revenue from sales taxes | $ 1,800,000 | $ 600,000 | ||||||||
Maturity of temporary cash investments | 3 months | |||||||||
Net deferred tax liabilities | $ 6,000,000 | |||||||||
Business acquisition, number of shares to be issued | shares | 5,059,334 | |||||||||
Anti-dilutive shares | shares | 300,000 | 20,500,000 | ||||||||
Scenario, Previously Reported | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Number of reportable segments | Segment | 2 | |||||||||
Value Lighting | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Net deferred tax liabilities | $ 6,000,000 | |||||||||
Business acquisition, number of shares to be issued | shares | 8,468,192 | |||||||||
Minimum | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Product warranty | 1 year | |||||||||
Intangible assets estimate useful life | 1 year | |||||||||
Maximum | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Product warranty | 10 years | |||||||||
Intangible assets estimate useful life | 17 years 6 months | |||||||||
Contingent payment of stock issued for acquisitions of businesses | $ 6,200,000 |
Changes in Warranty Liability (
Changes in Warranty Liability (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Product Warranty Liability [Line Items] | |
Warranty liability | $ 443 |
Provision for current period | 92 |
Current period claims | (67) |
Warranty liability | $ 468 |
Fair Value Remeasurement Based
Fair Value Remeasurement Based on Significant Inputs Not Observable, Level 3 Measurement (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value, beginning balance | $ 12,355 |
Fair value of acquisition liabilities paid during the period | (6,047) |
Fair value of consideration issued | 500 |
Change in fair value | 485 |
Fair value, ending balance | $ 7,293 |
Fair Value Measurements, Recurr
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair value | $ 7,293 | $ 12,355 |
Discount rate | 15.50% | |
Volatility | 115.00% | |
Risk-free interest rate | 0.98% | |
Dividend yield | 0.00% | |
Expected payments terms | ||
Income Approach Valuation Technique | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Valuation Technique | Income approach | |
Monte Carlo Simulation Valuation Model | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Valuation Technique | Monte Carlo simulation | |
Expected Payments | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Valuation Technique | Expected payments | |
Fair Value, Inputs, Level 3 | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair value | $ 7,293 | |
Fair Value, Inputs, Level 3 | Earn Out Liability | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair value | 5,213 | |
Fair Value, Inputs, Level 3 | Stock Distribution | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair value | 1,580 | |
Fair Value, Inputs, Level 3 | Time Based | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair value | $ 500 |
Allowance for Bad Debts (Detail
Allowance for Bad Debts (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Allowance for doubtful accounts | $ 516 |
Additions | 455 |
Write-offs | (124) |
Allowance for doubtful accounts | $ 847 |
Estimated Useful Lives of Prope
Estimated Useful Lives of Property and Equipment (Detail) | 6 Months Ended |
Jun. 30, 2015 | |
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 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) $ / shares in Units, $ in Thousands | Feb. 05, 2015USD ($)Installment | Dec. 18, 2014USD ($)Installment$ / sharesshares | Apr. 17, 2014USD ($)Installmentshares | Jun. 30, 2015USD ($)shares | Mar. 31, 2015USD ($)shares | Dec. 31, 2014USD ($)shares | Jun. 30, 2014USD ($) |
Business Acquisition [Line Items] | |||||||
Business acquisition, number of shares issued | shares | 5,059,334 | ||||||
Business acquisition consideration payable | $ 7,919 | ||||||
Common stock shares issued | shares | 139,899,000 | 139,899,000 | |||||
Common Stock, Value | $ 140 | $ 130 | |||||
Goodwill | $ 42,991 | $ 42,991 | |||||
Value Lighting | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition cash Consideration | $ 10,600 | ||||||
Business acquisition aggregate purchase consideration | $ 39,300 | ||||||
Business acquisition, number of shares issued | shares | 8,468,192 | ||||||
Business acquisition, number of Installments | Installment | 4 | ||||||
Business acquisition, value of equity issued | $ 20,900 | ||||||
Business acquisition, contingent consideration payable in cash or common stock, maximum | 11,000 | ||||||
Business acquisition consideration payable | 7,800 | ||||||
Common stock shares issued | shares | 4,900,000 | ||||||
Common Stock, Value | $ 5,500 | ||||||
Tangible assets | 16,260 | ||||||
Identifiable intangible assets | 19,951 | ||||||
Goodwill | 18,635 | ||||||
Liabilities assumed | 18,438 | ||||||
Purchase price | $ 39,309 | ||||||
DPI Management | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition aggregate purchase consideration | $ 600 | ||||||
Business acquisition cash consideration | $ 100 | ||||||
Business acquisition, number of Installment payments | Installment | 2 | ||||||
Inventory | $ 600 | ||||||
DPI Management | Cash payable in four installments through March 1, 2016 | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition consideration payable | 300 | ||||||
DPI Management | Payable on September 1, 2016 in cash or common stock | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition consideration payable | $ 200 | ||||||
All Around | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition cash Consideration | $ 900 | ||||||
Business acquisition aggregate purchase consideration | 5,000 | ||||||
Business acquisition consideration payable | $ 300 | ||||||
All Around | Unregistered Restricted Common Stock | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, number of shares issued | shares | 1,600,000 | ||||||
Business acquisition, number of Installments | Installment | 11 | ||||||
Business acquisition, value of equity issued | $ 1,800 | ||||||
Restricted common stock, issuance commencement date | 2015-06 | ||||||
Acquisition floor price per share | $ / shares | $ 2 | ||||||
Issuance of unregistered restricted stock, expected consideration | $ 3,200 | ||||||
Tangible assets | 1,700 | ||||||
Identifiable intangible assets | 2,200 | ||||||
Goodwill | 2,800 | ||||||
Liabilities assumed | 1,700 | ||||||
Purchase price | 5,000 | ||||||
All Around | Unregistered Restricted Common Stock | Preliminary Value | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition floor value of equity issued | $ 1,900 |
Preliminary Values Assigned to
Preliminary Values Assigned to Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | Apr. 17, 2014 |
Business Acquisition [Line Items] | |||
Goodwill | $ 42,991 | $ 42,991 | |
Value Lighting | |||
Business Acquisition [Line Items] | |||
Current assets | $ 16,260 | ||
Goodwill | 18,635 | ||
Intangible assets | 19,951 | ||
Other assets | 2,901 | ||
Assets acquired | 57,747 | ||
Accounts payable and other liabilities | 12,613 | ||
Deferred income tax liability | 5,825 | ||
Liabilities assumed | 18,438 | ||
Purchase price | $ 39,309 |
Business Acquisition Pro Forma
Business Acquisition Pro Forma Information (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2014USD ($) | |
Business Acquisition, Pro Forma Information [Line Items] | |
Revenues | $ 38,406 |
Operating loss | (6,910) |
Net loss | $ (1,702) |
Components of Inventories (Deta
Components of Inventories (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Inventory [Line Items] | ||
Raw materials | $ 4,289 | $ 3,895 |
Finished goods | 17,012 | 11,447 |
Inventory, Gross, Total | 21,301 | 15,342 |
Less: reserves | (1,098) | (1,669) |
Net inventories | $ 20,203 | $ 13,673 |
Intangible Assets Subject to Am
Intangible Assets Subject to Amortization (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 43,665 | |
Accumulated Amortization | (10,661) | $ (8,881) |
Net Carrying Amount | 33,004 | $ 34,784 |
Customer Contracts and back log | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 4,496 | |
Accumulated Amortization | (4,192) | |
Net Carrying Amount | 304 | |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 24,455 | |
Accumulated Amortization | (3,654) | |
Net Carrying Amount | 20,801 | |
Favorable lease | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 334 | |
Accumulated Amortization | (102) | |
Net Carrying Amount | 232 | |
Non-Compete agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 740 | |
Accumulated Amortization | (235) | |
Net Carrying Amount | 505 | |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 268 | |
Accumulated Amortization | (165) | |
Net Carrying Amount | 103 | |
Product certification | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 61 | |
Accumulated Amortization | (59) | |
Net Carrying Amount | 2 | |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,953 | |
Accumulated Amortization | (222) | |
Net Carrying Amount | 1,731 | |
Trademarks / Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 11,358 | |
Accumulated Amortization | (2,032) | |
Net Carrying Amount | $ 9,326 |
Financings - Additional Informa
Financings - Additional Information (Detail) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Aug. 30, 2014 | Jun. 30, 2015 | Apr. 30, 2015 | Dec. 31, 2014 | Aug. 31, 2014 | |
Financing Activities and Borrowing Arrangements [Line Items] | |||||
Line of credit facility, maximum borrowing amount | $ 25,000,000 | $ 25,000,000 | |||
Guaranteed borrowing capacity | $ 5,000,000 | ||||
Revolving credit facility | $ 17,866,000 | $ 8,760,000 | |||
Debt instrument repayment date | Aug. 20, 2017 | Apr. 1, 2016 | |||
Value Lighting | |||||
Financing Activities and Borrowing Arrangements [Line Items] | |||||
Debt refinance amount | $ 3,700,000 | ||||
Notes payable, maturity | 2018-11 | ||||
Balloon payment | $ 1,400,000 |
Maturities of Long-Term Borrowi
Maturities of Long-Term Borrowings (Detail) $ in Thousands | Jun. 30, 2015USD ($) |
Long Term Debt Maturities Repayments Of Principal [Line Items] | |
2,015 | $ 180 |
2,016 | 2,925 |
2,017 | 18,226 |
2,018 | $ 2,096 |
Common Stock Transactions - Add
Common Stock Transactions - Additional Information (Detail) $ / shares in Units, $ in Millions | May. 11, 2015shares | Dec. 01, 2014USD ($)$ / sharesshares | Apr. 21, 2014shares | Sep. 09, 2005$ / sharesshares | Dec. 31, 2014shares | Jun. 30, 2015shares | Dec. 31, 2014shares |
Schedule of Capitalization, Equity [Line Items] | |||||||
Common stock, shares outstanding | 129,714,000 | 129,714,000 | 129,714,000 | ||||
Common stock, shares issued | 8,000,000 | ||||||
Offering price of common stock | $ / shares | $ 1.25 | ||||||
Proceeds from sale of common stock, net | $ | $ 8.6 | ||||||
Convertible stock, Conversion of convertible securities | 36,300,171 | 36,300,171 | |||||
Preferred stock, shares outstanding | 0 | 0 | |||||
Common stock, authorized | 200,000,000 | 200,000,000 | 200,000,000 | ||||
Restricted Stock | |||||||
Schedule of Capitalization, Equity [Line Items] | |||||||
Number of shares authorized for grant | 300,000 | ||||||
Stock options vesting period | 3 years | ||||||
Common Stock | |||||||
Schedule of Capitalization, Equity [Line Items] | |||||||
Common stock, shares outstanding | 140,000,000 | ||||||
Common stock, shares issued | 8,000,000 | ||||||
Before Amendment | |||||||
Schedule of Capitalization, Equity [Line Items] | |||||||
Common stock, authorized | 150,000,000 | ||||||
After Amendment | |||||||
Schedule of Capitalization, Equity [Line Items] | |||||||
Common stock, authorized | 200,000,000 | ||||||
RVL One Limited Liability Company | |||||||
Schedule of Capitalization, Equity [Line Items] | |||||||
Common stock, shares outstanding | 83,000,000 | ||||||
Common stock share outstanding owned | 59.00% | ||||||
Maximum | |||||||
Schedule of Capitalization, Equity [Line Items] | |||||||
Reverse stock split | 0.25 | ||||||
Minimum | |||||||
Schedule of Capitalization, Equity [Line Items] | |||||||
Reverse stock split | 0.1429 | ||||||
Kingstone Warrants | |||||||
Schedule of Capitalization, Equity [Line Items] | |||||||
Warrants expiration period | 10 years | ||||||
Warrants issued | 289,187 | ||||||
Warrants exercise price | $ / shares | $ 4.30 |
Common Stock for Issuance Reser
Common Stock for Issuance Reserve (Detail) - Shares to be Issued for Acquisitions | Jun. 30, 2015shares |
Schedule of Capitalization, Equity [Line Items] | |
Total reserved shares | 8,016,420 |
Total reserved shares | 5,059,334 |
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 | 2,667,899 |
Preferred Stock - Additional In
Preferred Stock - Additional Information (Detail) - USD ($) | Dec. 01, 2014 | Jun. 30, 2014 | Dec. 31, 2014 | Jun. 30, 2015 |
Preferred Stock [Line Items] | ||||
Preferred stock authorized to issue | 5,000,000 | |||
Preferred stock, outstanding | 0 | |||
Convertible stock, Conversion of preferred stock | 36,300,171 | 36,300,171 | ||
Series C Convertible Preferred Stock | ||||
Preferred Stock [Line Items] | ||||
Preferred stock authorized to issue | 25,000 | |||
Preferred stock , Par value | $ 0.001 | |||
Preferred stock, cumulative dividends rate | 10.00% | |||
Preferred stock, stated value for cumulative dividends | $ 1,000 | |||
Series E Redeemable Convertible Preferred Stock | ||||
Preferred Stock [Line Items] | ||||
Convertible redeemable preferred stock, shares authorized | 10,000 | |||
Convertible redeemable preferred stock, par value | $ 0.001 | |||
Series F Redeemable Convertible Preferred Stock | ||||
Preferred Stock [Line Items] | ||||
Convertible redeemable preferred stock, shares authorized | 10,000 | |||
Convertible redeemable preferred stock, par value | $ 0.001 | |||
Series G Redeemable Convertible Preferred Stock | ||||
Preferred Stock [Line Items] | ||||
Preferred stock authorized to issue | 18,000 | |||
Preferred stock , Par value | $ 0.001 | |||
Preferred stock, issued | 18,000 | |||
Convertible stock, Conversion of preferred stock | 5,404 | |||
Conversion price | $ 2.30 | |||
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 F Convertible Preferred Stock | ||||
Preferred Stock [Line Items] | ||||
Preferred stock, cumulative dividends rate | 7.00% | |||
Exchange agreement, shares received | 5,000 | |||
Series E Convertible Preferred Stock | ||||
Preferred Stock [Line Items] | ||||
Preferred stock, cumulative dividends rate | 5.00% | |||
Series G Convertible Preferred Stock | ||||
Preferred Stock [Line Items] | ||||
Preferred stock, cumulative dividends rate | 9.00% |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | May. 11, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock reserved for future issuance | 8,016,420 | 8,016,420 | |||
Intrinsic value of outstanding exercisable options | $ 0 | $ 0 | |||
Options issued | 0 | 0 | |||
Options exercised | 0 | 0 | |||
Options forfeited | 0 | 0 | |||
Options vested | 0 | 0 | |||
Options Expired | 0 | 0 | |||
Stock-based compensation expenses | $ 629,000 | $ 229,000 | $ 1,163,000 | $ 361,000 | |
2013 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock reserved for future issuance | 2,288,519 | 2,288,519 | |||
Shares awarded for incentive compensation | 831,150 | ||||
2013 Plan | Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options awarded, cumulative grants under the Plan | 35,000 | 35,000 | |||
2013 Plan | Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted shares, cumulative awards under the Plan | 2,880,331 | 2,880,331 | |||
2013 Plan | After giving effect to the May 2015 amendment | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock reserved for future issuance | 2,288,519 | 2,288,519 | |||
2013 Plan | Before Amendment | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common shares authorized to be issued | 6,000,000 | ||||
2013 Plan | Equity Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock awards vesting periods | 3 years | ||||
2013 Plan | Equity Option | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options exercise price, percentage | 100.00% | ||||
2013 Plan | Equity Option | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Grant expiration period | 10 years | ||||
2003 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares of common stock vested and exercisable | 379,380 | 379,380 | |||
Common shares authorized to be issued | 379,380 | 379,380 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) $ in Millions | Jun. 30, 2015USD ($) |
Income Taxes [Line Items] | |
Deferred tax liabilities | $ 6 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Apr. 21, 2014 | Apr. 09, 2013 | Aug. 30, 2014 | Jun. 30, 2014 | Apr. 30, 2014 | Feb. 28, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Apr. 30, 2015 |
Related Party Transaction [Line Items] | |||||||||||
Guaranteed additional borrowing capacity | $ 5,000,000 | ||||||||||
Debt instrument amount | $ 2,700,000 | $ 2,700,000 | |||||||||
Debt instrument maturity date | Aug. 20, 2017 | Apr. 1, 2016 | |||||||||
Debt instrument principal amount | $ 5,700,000 | $ 5,700,000 | |||||||||
Debt instrument, interest rate | 9.00% | 9.00% | |||||||||
Accrued interest | $ 300,000 | $ 300,000 | |||||||||
Interest Expenses | 60,000 | 100,000 | |||||||||
Sales to distributor | $ 27,245,000 | $ 17,517,000 | 47,575,000 | $ 22,459,000 | |||||||
Restricted Stock | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of shares authorized for grant | 300,000 | ||||||||||
Stock options vesting period | 3 years | ||||||||||
RVL One Limited Liability Company | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt instrument amount | $ 10,800,000 | ||||||||||
Debt instrument maturity date | Apr. 1, 2015 | ||||||||||
Interest rate of debt | 9.00% | ||||||||||
Debt instrument converted in to equity | $ 10,800,000 | ||||||||||
Aston Capital Limited Liability Company | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt instrument amount | 1,900,000 | $ 1,000,000 | $ 3,500,000 | $ 1,900,000 | $ 1,900,000 | ||||||
Debt instrument maturity date | Apr. 1, 2015 | ||||||||||
Interest rate of debt | 9.00% | ||||||||||
Debt instrument converted in to equity | $ 1,600,000 | ||||||||||
Monthly payment for underlying lease | 26,000 | ||||||||||
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 | Sep. 25, 2013 | ||||||||||
Chief Financial Officer | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Sales to distributor | $ 100,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ in Thousands | Aug. 05, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 |
Subsequent Event [Line Items] | ||||||
Business acquisition, number of shares issued | 5,059,334 | |||||
Revenue | $ 27,245 | $ 17,517 | $ 47,575 | $ 22,459 | ||
Net (loss) income | $ (1,488) | $ 2,410 | $ (3,534) | $ (1,160) | $ (5,180) | |
Subsequent Event | Energy Source, LLC | ||||||
Subsequent Event [Line Items] | ||||||
Business acquisition aggregate purchase consideration | $ 30,000 | |||||
Business acquisition cash Consideration | 10,000 | |||||
Business acquisition, promissory notes issued | $ 10,000 | |||||
Business acquisition, number of shares issued | 8,695,652 | |||||
Business acquisition, number of shares issued value | $ 10,000 | |||||
Revenue | 20,000 | |||||
Net (loss) income | $ 2,000 |