Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies: Business The Company’s operations consist of one reportable segment for financial reporting purposes: Lighting Products and Solutions (principally LED fixtures and lamps). For each of the two years ended December 31, 2014, we reported two segments, Lighting Fixtures and Lamps, and Lighting Signage and Media. Due to changes in the management, organizational structure and internal reporting, our operations now comprise one reportable segment for financial reporting purposes, and therefore segment disclosures are no longer presented. 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. On December 18, 2014, the Company completed the acquisition of All Around Inc. (“All Around”), a supplier of lighting fixtures. All Around is headquartered in Conroe, Texas. On February 5, 2015, the Company acquired the assets of DPI Management, Inc. d/b/a E Lighting. E-Lighting is in Carrolton, Texas. On August 5, 2015, the Company completed its acquisition of Energy Source, LLC (“Energy Source”), a provider of turnkey comprehensive energy savings projects (principally LED fixtures and lamps) within the commercial, industrial, hospitality, retail, education and municipal sectors. Energy Source is headquartered in Providence, Rhode Island. Liquidity While the Company generated negative cash flows from operations in the full fiscal year 2015, it did achieve positive cash flows from operations in the fourth quarter of 2015 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. In August 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 (“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. Bank of America agreed to amend the Revolving Credit Facility to enable the Company to borrow up to $30 million under certain conditions. As of December 31, 2015, the balance on the Revolving Credit Facility was $22.0 million, with additional borrowing capacity of $2.6 million. We are in compliance with our covenants and obligations under the revolving credit facility as of March 1, 2016. Although we realized revenues of $129.7 million during the year ended December 31, 2015 and achieved positive earnings and positive cash flow from operations during the fourth quarter, we face challenges to maintain profitability, and there can be no assurance that we will 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 maintain profitable operations, maintain our revolving credit facility, or raise additional capital. Additional capital could take the form of public or private debt, equity financing, other sources of financing to fund operations, or the 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 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 Use of estimates Revenue recognition The Company recognizes revenue from fixed-price and modified fixed-price contracts for turnkey energy conservation projects using the percentage-of-completion method of accounting. The percentage-of-completion is computed by dividing the actual incurred cost to date by the most recent estimated total cost to complete the project. The computed percentage is applied to the expected revenue for the project to calculate the contract revenue to be recognized in the current period. This method is used because management considers total cost to be the best available measure of progress on these contracts. Contract costs include all direct material and labor costs and indirect costs related to contract performance. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. The current asset “unbilled contract receivables” represents revenues in excess of amounts billed, which management believes will generally be billed within the next twelve months. The Company records sales tax revenue on a gross basis (included in revenues and costs). For the years ended December 31, 2015, 2014 and 2013, revenues from sales taxes were $4.5 million, $2.7 million and $0.5 million, respectively. Warranties and product liability (in thousands) Year Ended December 31, 2015 2014 2013 Warranty liability at January 1, $ 443 $ 597 $ 346 Warranty liability assumed in acquisitions — — 101 Revision of warranty estimate (100 ) (185 ) — Provisions for current year sales 233 196 348 Current year claims (153 ) (165 ) (198 ) Warranty liability at December 31, $ 423 $ 443 $ 597 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 December 31, 2015. The Company uses the market approach to measure fair value for its Level 1 financial assets and liabilities. 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 and Notes payable are equal to the carrying value (see Note 15). The Company determines the fair value of certain 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 in Acquisition, severance and transition costs, a component of Selling, general and administrative expense in the Consolidated Statement of Operations. Changes in the fair value of purchase price obligations for the year ended December 31, 2015 were as follows: (in thousands) 2015 Fair value, January 1 $ 12,355 Fair value of contingent consideration issued during the period 1,800 Fair value of acquisition liabilities paid during the period (6,566 ) Change in fair value 864 Fair value, December 31 $ 8,453 The following table presents quantitative information about Level 3 fair value measurements as of December 31, 2015: (in thousands) Fair Value at Valuation Technique Unobservable Inputs Earnout liabilities $ 7,231 Income approach Discount rate – 15.5% Stock distribution price floor 1,222 Monte Carlo Volatility – 60% simulation Risk free rate – 1.2% Dividend yield – 0% Fair value, December 31, 2015 $ 8,453 Derivative financial instruments – Cash equivalents Accounts receivable (in thousands) 2015 2014 2013 Allowance for doubtful accounts at January 1, $ 108 $ 210 $ 57 Additions 1,260 350 170 Write-offs (363 ) (452 ) (17 ) Allowance for doubtful accounts at December 31, $ 1,005 $ 108 $ 210 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 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 an impairment test prior to the annual impairment test scheduled in the fourth quarter. Long-lived assets Accrued rent Shipping and handling costs Research and development Advertising Income taxes 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, 2015, 2014 and 2013 in light of the historical results of operations and concluded that a full valuation allowance for net deferred tax assets was required. In connection with the acquisitions in 2014, the Company recorded deferred tax liabilities of $6.6 million. These net deferred tax liabilities can be used to reduce net deferred tax assets, and accordingly, the Company reduced its valuation allowance by this amount. No provision for income taxes has been recorded for the years ended December 31, 2015 and 2013 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 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. No options were awarded in the years ended December 31, 2015 and 2013. For the year ended December 31, 2014, the Company computed expense for each group utilizing the following assumptions: Year Ended December 31, 2014 Expected volatility 94.2 % Weighted-average volatility 94.2 % Risk-free interest rate 1.64 % Expected dividend yield 0 % Expected life in years 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 In connection with the 2014 acquisitions (see Note 2), the Company is unconditionally obligated during 2015, 2016 and 2017 to issue an additional 2,929,669 shares of its common stock and 8,035,826 shares of its common stock as of December 31, 2015 and 2014, respectively. These potentially dilutive shares have been included in the 2015 and 2014 computation of basic and diluted earnings per share, respectively. Also in connection with the 2014 and 2015 acquisitions, the Company is contingently obligated to pay up to $6.5 million as of December 31, 2015 and $11.7 million as of December 31, 2014, or at its option, an equivalent amount of common shares based upon its then-current market value, assuming certain performance criteria have been met. These shares have been excluded from the 2015 and 2014 computation of diluted earnings per share because the effect would be antidilutive. 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 subtracted from the Company’s net loss to arrive at net loss attributable to common stockholders for the year ended December 31, 2014. Contingencies Recent accounting pronouncements 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. 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. In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs”, which requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. In August 2015, the FASB issued ASU 2015-15, “Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements”, that allows an entity to defer and present debt issuance costs as an asset and subsequently amortize the deferred debt issuance costs ratably over the term of the line-of-credit arrangement. The provisions of the ASU are effective 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 July 2015, the FASB issued ASU 2015-11, “Simplifying the Measurement of Inventory”, which require an entity to measure inventory at the lower of cost and net realizable value. The provisions of the ASU are effective for periods beginning after December 15, 2016. The adoption of this ASU is not expected to have a material effect on our consolidated financial statements. In September 2015, the FASB issued ASU 2015-16, “Simplifying the Accounting for Measurement-Period Adjustments”, that eliminates the requirement to restate prior period financial statements for measurement adjustments. The new guidance requires that the cumulative impact of a measurement period adjustment be recognized in the reporting period in which the adjustment is identified. The provisions of the ASU are effective 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 2016, the FASB issued ASU 2016-02, “Leases”, that requires lessees to recognize a right-of-use asset and a lease liability for virtually all of their leases. The standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. The Company has not determined the effect that this accounting pronouncement will have on its financial statements. |