Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 29, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
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 | 20,782,850 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash and cash equivalents | $ 5,190 | $ 219 |
Trade accounts receivable, less allowance for doubtful accounts of $1,062 and $1,005 | 43,470 | 41,132 |
Unbilled contract receivables | 5,285 | 4,559 |
Inventories, less reserves of $1,941 and $1,946 | 25,177 | 22,135 |
Other current assets | 5,399 | 3,830 |
Total current assets | 84,521 | 71,875 |
Property and equipment | 2,769 | 2,702 |
Accumulated depreciation and amortization | (1,579) | (1,455) |
Net property and equipment | 1,190 | 1,247 |
Goodwill | 70,575 | 64,267 |
Intangible assets, less accumulated amortization of $15,198 and $12,849 | 45,403 | 39,595 |
Other assets, net | 504 | 651 |
Total assets | 202,193 | 177,635 |
Current Liabilities: | ||
Accounts payable | 21,889 | 19,908 |
Accrued compensation and benefits | 3,869 | 3,388 |
Notes payable-current | 11,360 | 10,360 |
Accrued and other current liabilities | 7,462 | 5,329 |
Purchase price obligations-current | 4,038 | 7,039 |
Total current liabilities | 48,618 | 46,024 |
Revolving credit facility | 22,576 | 22,026 |
Related party payable-noncurrent | 2,565 | 2,565 |
Notes payable-noncurrent | 3,246 | 2,426 |
Purchase price obligations-noncurrent | 2,662 | 1,764 |
Other liabilities | 1,472 | 727 |
Total liabilities | 81,139 | 75,532 |
Stockholders' Equity | ||
Common stock, $.001 par value, 35,000 and 200,000 shares authorized, 20,783 and 15,964 issued and outstanding at June 30, 2016 and December 31, 2015, respectively | 21 | 16 |
Additional paid-in capital | 199,449 | 176,760 |
Accumulated deficit | (78,416) | (74,673) |
Total stockholders' equity | 121,054 | 102,103 |
Total liabilities and stockholders' equity | $ 202,193 | $ 177,635 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Trade accounts receivable, allowance for doubtful accounts | $ 1,062 | $ 1,005 |
Inventories, reserve | 1,941 | 1,946 |
Intangible assets, accumulated amortization | $ 15,198 | $ 12,849 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 35,000,000 | 200,000,000 |
Common stock, issued | 20,783,000 | 15,964,000 |
Common stock, outstanding | 20,783,000 | 15,964,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenue | $ 43,122 | $ 27,245 | $ 70,711 | $ 47,575 |
Cost of sales | 29,774 | 18,173 | 48,313 | 31,332 |
Gross profit | 13,348 | 9,072 | 22,398 | 16,243 |
Selling, general and administrative: | ||||
Acquisition, severance and transition costs | 1,860 | 453 | 3,001 | 752 |
Amortization and depreciation | 1,565 | 1,145 | 2,875 | 2,178 |
Stock-based compensation | 592 | 629 | 1,023 | 1,163 |
Other selling, general and administrative | 9,283 | 7,738 | 16,874 | 14,212 |
Research and development | 588 | 221 | 1,219 | 906 |
Total operating expenses | 13,888 | 10,186 | 24,992 | 19,211 |
Operating loss | (540) | (1,114) | (2,594) | (2,968) |
Other expense: | ||||
Interest and other expense | (586) | (374) | (1,149) | (566) |
Net loss | $ (1,126) | $ (1,488) | $ (3,743) | $ (3,534) |
Basic and diluted net loss per common share | $ (0.06) | $ (0.10) | $ (0.21) | $ (0.25) |
Basic and diluted weighted average shares outstanding | 18,850 | 14,373 | 17,699 | 14,128 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid- in Capital | Accumulated Deficit |
Beginning Balance (in shares) at Dec. 31, 2014 | 12,971 | |||
Beginning Balance at Dec. 31, 2014 | $ 77,316 | $ 13 | $ 149,594 | $ (72,291) |
Stock-based compensation, (in shares) | 158 | |||
Stock-based compensation | 2,191 | 2,191 | ||
Shares issued for contingent consideration, (in shares) | 544 | |||
Shares issued for contingent consideration | 5,839 | $ 1 | 5,838 | |
Shares issued for acquisition, (in shares) | 1,437 | |||
Shares issued for acquisition | 10,179 | $ 1 | 10,178 | |
Issuance of common stock for cash, net of issuance costs, (in shares) | 870 | |||
Issuance of common stock for cash, net of issuance costs | 9,507 | $ 1 | 9,506 | |
Cancellation of reacquired escrowed common stock, (in shares) | (16) | |||
Cancellation of reacquired escrowed common stock | (547) | (547) | ||
Net loss | (2,382) | (2,382) | ||
Ending Balance (in shares) at Dec. 31, 2015 | 15,964 | |||
Ending Balance at Dec. 31, 2015 | 102,103 | $ 16 | 176,760 | (74,673) |
Stock-based compensation, (in shares) | 310 | |||
Stock-based compensation | 523 | $ 1 | 522 | |
Issuance of common stock for cash, net of issuance costs, (in shares) | 3,364 | |||
Issuance of common stock for cash, net of issuance costs | 16,191 | $ 3 | 16,188 | |
Shares issued for contingent consideration and acquisition, (in shares) | 1,145 | |||
Shares issued for contingent consideration and acquisition | 6,051 | $ 1 | 6,050 | |
Fees associated with issuance of common stock | (71) | (71) | ||
Net loss | (3,743) | (3,743) | ||
Ending Balance (in shares) at Jun. 30, 2016 | 20,783 | |||
Ending Balance at Jun. 30, 2016 | $ 121,054 | $ 21 | $ 199,449 | $ (78,416) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (3,743) | $ (3,534) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 198 | 279 |
Amortization of intangibles and other assets | 2,677 | 1,899 |
Reacquired common stock issued for acquisition | (547) | |
Change in fair value of contingent consideration | 832 | 485 |
Stock-based compensation | 1,023 | 1,163 |
Changes in operating assets and liabilities, net of the effect of acquisitions (Note 2): | ||
Increase in trade accounts receivable, net | (413) | (2,784) |
Decrease in unbilled contract receivables | 910 | |
Increase in inventories, net | (3,043) | (5,929) |
Increase in other assets | (1,352) | (437) |
Increase (decrease) in accounts payable and accrued liabilities | 1,981 | (4,512) |
Net cash used in operating activities | (930) | (13,917) |
Cash Flows from Investing Activities: | ||
Acquisition of business and other, net of cash acquired | (9,464) | (100) |
Payment of acquisition obligations | (1,015) | |
Purchase of property and equipment | (110) | (240) |
Net cash used in investing activities | (10,589) | (340) |
Cash Flows from Financing Activities: | ||
Fees pertaining to issuance of common stock | (71) | (219) |
Proceeds from issuance of common stock, net of issuance costs | 16,191 | |
Repayments of note payable | (180) | (180) |
Net proceeds from revolving credit facility | 550 | 9,106 |
Net cash provided by financing activities | 16,490 | 8,707 |
Increase (decrease) in Cash and Cash Equivalents | 4,971 | (5,550) |
Cash and Cash Equivalents, beginning of period | 219 | 6,033 |
Cash and Cash Equivalents, end of period | 5,190 | 483 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash paid during period for interest | 414 | 245 |
Non-cash investing and financing activities: | ||
Contingent consideration and other | 5,632 | |
Issuance of stock | $ 6,051 | 6,047 |
Deferred consideration for acquisition | $ 500 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies: Basis of presentation These unaudited condensed consolidated 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, 2015 filed with the Securities and Exchange Commission (“SEC”). In the opinion of management, these interim financial statements reflect all adjustments (consisting only of normal recurring adjustments) necessary to fairly state the Company’s financial position, results of operations, and cash flows as of and for the dates and periods presented. The results of operations for the three-month and six-month periods ended June 30, 2016 are not necessarily indicative of the results that may be expected for the full year ending on December 31, 2016 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). During the second quarter of 2016, the Company purchased all the equity interests of TNT Energy, LLC (“TNT”), a turnkey provider of LED lighting-based energy savings projects within the commercial, industrial, hospitality, retail, educational and municipal sectors. TNT’s headquarters are located in Raynham, Massachusetts. In the third quarter of 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. Stock Split Liquidity In May 2016, the Company raised $15.2 million from the issuance of common stock, net of expenses. The proceeds were used to fund the cash portion of the TNT acquisition, pay debt under our credit facility, and for general corporate purposes. In June 2016, the Company raised an additional $1.0 million in a private placement of its common stock to one of its distributors. The Company has a loan and security agreement with Bank of America to borrow up to $27 million on a revolving basis, based upon specified percentages of eligible receivables and inventory (“the Revolving Credit Facility”) which matures in August 2017. Our Chairman, Chief Executive Officer and President has guaranteed $7 million of the borrowings under the Revolving Credit Facility; this guarantee enables us to borrow $7 million in addition to the amount available from receivables and inventory and may be terminated at any time. As of June 30, 2016, the balance outstanding on the Revolving Credit Facility was $22.6 million. As of June 30, 2016, the Company had total liquidity of $9.6 million, consisting of additional borrowing capacity on the Revolving Credit Facility of $4.4 million and cash on hand of $5.2 million. We were in compliance with our covenants and obligations under the revolving credit facility as of July 29, 2016. Historically, the Company’s significant shareholder, RVL 1 LLC (“RVL”), and its affiliates have been a significant source of financing, and 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 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 six months ended June 30, 2016 and 2015, revenues from sales taxes were $2.2 million and $1.8 million, respectively. Warranties and product liability (in thousands) 2016 Warranty liability, January 1 $ 423 Provisions for current year sales 48 Current period claims (67 ) Warranty liability, June 30 $ 404 Fair value measurements Level 1 Level 2—Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable. 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 acquisition liabilities 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 expense in the Consolidated Statement of Operations. Changes in the fair value of acquisition liabilities during the six months ended June 30, 2016 were as follows: (in thousands) 2016 Fair value, January 1 $ 8,453 Fair value of acquisition liabilities paid during the period (6,917 ) Fair value of consideration issued 4,132 Change in fair value 832 Fair value, June 30 6,500 The following table presents quantitative information about Level 3 fair value measurements as of June 30, 2016: (in thousands) Fair Value at Valuation Technique Unobservable Inputs Earnout liabilities $ 5,595 Income approach Discount rate—19.5% Stock distribution price floor 905 Monte Carlo Volatility—60% simulation Risk free rate—1.2% Dividend yield—0% Fair value, June 30, 2016 $ 6,500 Cash equivalents Accounts receivable (in thousands) 2016 Allowance for doubtful accounts, January 1 $ 1,005 Additions 482 Write-offs (425 ) Allowance for doubtful accounts, June 30 $ 1,062 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. Changes in assumptions and estimates could cause the Company to perform impairment tests prior to annual impairment tests scheduled in the fourth quarter. Long-lived assets Accrued rent Shipping and handling costs Research and development Advertising Income taxes 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. 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 prior acquisitions, the Company unconditionally agreed to issue additional shares of its common stock during 2015, 2016 and 2017. In this connection, 80,001 and 505,933 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, 2016 and 2015. Also in connection with prior acquisitions, the Company is contingently obligated to pay up to $2.5 million and $6.5 million as of June 30, 2016 and 2015, 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 and six months ended June 30, 2016 and 2015 because the effect would be antidilutive. Contingencies Recent accounting pronouncements — In March, April and May 2016, respectively, the FASB issued ASU 2016-08, ASU 2016-10, ASU 2016-11 and ASU 2016-12, all of which relate to, “Revenue from Contracts with Customers”, which are intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. The provisions of the ASU’s are effective for periods beginning after December 15, 2017. The adoption of these ASU’s are not expected to have a material effect on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, “Compensation—Stock Compensation”, which is intended to simplify the accounting for share-based payment awards. The standard is effective for fiscal years beginning after December 15, 2016. The Company has not determined the effect that this accounting pronouncement will have on its financial statements. |
Acquisitions of Businesses and
Acquisitions of Businesses and Other Intangibles | 6 Months Ended |
Jun. 30, 2016 | |
Acquisitions of Businesses and Other Intangibles | 2. Acquisitions of Businesses and Other Intangibles: TNT Energy, LLC The following amounts represent the determination of the fair value of identifiable assets acquired and liabilities assumed in the TNT acquisition: (in thousands) Working capital, net $ 2,576 Goodwill 6,256 Intangible assets 5,921 Purchase price $ 14,753 Energy Source — The following amounts represent the determination of the fair value of identifiable assets acquired and liabilities assumed in the Energy Source acquisition: (in thousands) Working capital, net $ 1,458 Goodwill 21,276 Intangible assets 8,768 Purchase price $ 31,502 The acquired intangible assets related to the aforementioned acquisitions are being amortized consistent with the period the underlying cash flows are generated. Goodwill is expected to be deductible for income tax purposes. Pro forma information (in thousands) Pro Forma Pro Forma Year Ended Revenues $ 78,585 $ 163,351 Operating (loss) income $ (2,099 ) $ 182 Net loss $ (3,315 ) $ (1,727 ) The pro forma results for the six months ended June 30, 2016 and the year ended December 31, 2015, include the amortization of customer backlog, and acquisition, severance and transition costs totaling $3.3 million and $2.6 million, respectively. The preponderance of these charges are non-recurring and will not have a continuing impact on the future results of operations. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2016 | |
Inventories | 3. Inventories: Inventories, which are primarily purchased from third parties, consist of the following: (in thousands) June 30, December 31, Raw materials $ 3,662 $ 3,789 Finished goods 23,456 20,292 27,118 24,081 Less: provision for obsolescence (1,941 ) (1,946 ) Net inventories $ 25,177 $ 22,135 |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2016 | |
Intangible Assets | 4. Intangible Assets: At June 30, 2016, the Company had the following intangible assets subject to amortization: (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer contracts and backlog $ 5,026 $ 4,704 $ 322 Customer relationships and product supply agreements 34,098 6,497 27,601 Favorable lease 334 179 155 Non-compete agreement 1,386 517 869 Patents 268 189 79 Product certification 10 3 7 Technology 1,953 486 1,467 Trademarks / Trade Names 17,526 2,623 14,903 $ 60,601 $ 15,198 $ 45,403 |
Financings
Financings | 6 Months Ended |
Jun. 30, 2016 | |
Financings | 5. Financings: The Company has a loan and security agreement with Bank of America to borrow up to $27 million on a revolving basis, based upon specified percentages of eligible receivables and inventory (“the Revolving Credit Facility”) which matures in August 2017. Our Chairman, Chief Executive Officer and President has guaranteed $7 million of the borrowings under the Revolving Credit Facility; this guarantee enables us to borrow $7 million in addition to the amount available from receivables and inventory and may be terminated at any time. As of June 30, 2016, the balance outstanding on the Revolving Credit Facility was $22.6 million. As of June 30, 2016, the Company had total liquidity of $9.6 million, consisting of additional borrowing capacity on the Revolving Credit Facility of $4.4 million and cash on hand of $5.2 million. Borrowings under the arrangement bear 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, 2016 amount to $22.6 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 July 29, 2016, we were in compliance with our covenants. In July 2016, the maturity date of the $10 million promissory notes that were issued in August 2015 in connection with the Energy Source acquisition, was extended to January 2017, with an interest rate of 7%. From time to time the Company enters into financing arrangements with RVL and its affiliates (see Note 10). Maturities of long-term borrowings for each of the next five years are as follows: (in thousands) 2016 180 2017 37,501 2018 2,066 2019 — 2020 — Total 39,747 |
Common Stock Transactions
Common Stock Transactions | 6 Months Ended |
Jun. 30, 2016 | |
Common Stock Transactions | 6. Common Stock Transactions: As of June 30, 2016, the Company had approximately 20.8 million shares of its common stock outstanding, of which approximately 8.7 million shares, or 42%, were constructively owned by RVL and its affiliates. During the second quarter of 2016, the Company completed an underwritten public offering of 3.19 million shares of its common stock at an offering price of $5.25 per share. Net proceeds of the offering approximated $15.2 million, which was used to fund the cash portion of the TNT acquisition, to pay down bank debt and for general corporate purposes. During the quarter end June 30, 2016, the Company sold 0.17 million shares of its Common Stock for $1.0 million in a private placement to one of its distributors. The net proceeds were used for general corporate purposes. On March 10, 2016, the Company filed a certificate of amendment to its Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of its Common Stock at a ratio of 1-for-10, as approved by the holder of a majority of the Common Stock and the Board (the “Split”), that became effective for trading purposes on March 11, 2016. The number of authorized shares of the Common Stock and the par value of the Common Stock remained unchanged following the Split. Outstanding equity awards and the shares available for future grants under the Company’s 2013 Stock Incentive Plan have been proportionately reduced to give effect to the Split. Additionally, all share amounts in these financial statements have been restated to give effect to the Split, as applicable. At the annual shareholder meeting held on May 12, 2016, the shareholders voted to amend the Company’s Certificate of Incorporation to decrease the authorized shares of common stock from 200 million to 35 million. In connection with the Energy Source acquisition (see Note 2), the Company issued 0.88 million of its common shares, valued at $9.7 million, to the sellers of Energy Source, and 0.87 million shares for $9.5 million, net of expenses, to third party investors to fund the cash portion of the purchase price. At June 30, 2016, the Company has reserved common stock for issuance in relation to the following: Employee stock options and restricted stock 464,299 Shares to be issued for acquisitions 80,001 Total reserved shares 544,300 |
Preferred Stock
Preferred Stock | 6 Months Ended |
Jun. 30, 2016 | |
Preferred Stock | 7. Preferred Stock: The Company is authorized to issue up to 5 million shares of preferred stock. There were no shares of preferred stock outstanding as of June 30, 2016 and December 31, 2015. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2016 | |
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, 2016, options for 28,983 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 1,100,000 shares (which includes an additional 500,000 shares approved by the shareholders on May 12, 2016) 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. As of June 30, 2016, 2,000 options, 581,069 restricted shares, net of forfeitures, and 83,115 shares for incentive compensation have been awarded under the 2013 Plan. A total of 435,316 common shares are reserved for future issuance under the 2013 Plan. During the three and six months ended June 30, 2016, 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, 2016. Options outstanding at June 30, 2016 had no intrinsic value. Stock-based compensation expense recognized in the accompanying statements of operations for the three months ended June 30, 2016 and 2015 was $0.6 million and $0.6 million, respectively. Stock-based compensation expense recognized in the accompanying statements of operations for the six months ended June 30, 2016 and 2015 was $1.0 million and $1.2 million, respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2016 | |
Income Taxes | 9. Income Taxes: We did not record any current or deferred U.S. federal income tax provision or benefit for the three and six month periods ended June 30, 2016 and 2015 because we have experienced operating losses since inception. The Company has recognized a full valuation allowance related to its net deferred tax assets, including substantial net operating loss carryforwards. As of June 30, 2016, the Company had approximately $65 million of net operating loss carryforwards and amortizable expenses related to acquisitions that can be used to offset the Company’s income for federal and state tax purposes. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions | 10. Related Party Transactions: Financings — Aston advanced $2.6 million for general corporate purposes in four separate transactions during May and June 2014. As of July 31, 2014, the Audit Committee ratified these advances, and approved a new promissory note in respect of such amount, which bears interest and matures on January 1, 2018 and can be prepaid at the option of the Company (the “July Note”). The Company has accrued interest on the July Note of $0.5 million and $0.3 million at June 30, 2016 and December 31, 2015, respectively and recorded interest expense of $0.1 million and $0.1 million for the three and six months ended June 30, 2016, respectively. Management Agreement Corporate Headquarters — |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Basis of presentation | Basis of presentation These unaudited condensed consolidated 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, 2015 filed with the Securities and Exchange Commission (“SEC”). In the opinion of management, these interim financial statements reflect all adjustments (consisting only of normal recurring adjustments) necessary to fairly state the Company’s financial position, results of operations, and cash flows as of and for the dates and periods presented. The results of operations for the three-month and six-month periods ended June 30, 2016 are not necessarily indicative of the results that may be expected for the full year ending on December 31, 2016 or for any other future period. |
Liquidity | Liquidity In May 2016, the Company raised $15.2 million from the issuance of common stock, net of expenses. The proceeds were used to fund the cash portion of the TNT acquisition, pay debt under our credit facility, and for general corporate purposes. In June 2016, the Company raised an additional $1.0 million in a private placement of its common stock to one of its distributors. The Company has a loan and security agreement with Bank of America to borrow up to $27 million on a revolving basis, based upon specified percentages of eligible receivables and inventory (“the Revolving Credit Facility”) which matures in August 2017. Our Chairman, Chief Executive Officer and President has guaranteed $7 million of the borrowings under the Revolving Credit Facility; this guarantee enables us to borrow $7 million in addition to the amount available from receivables and inventory and may be terminated at any time. As of June 30, 2016, the balance outstanding on the Revolving Credit Facility was $22.6 million. As of June 30, 2016, the Company had total liquidity of $9.6 million, consisting of additional borrowing capacity on the Revolving Credit Facility of $4.4 million and cash on hand of $5.2 million. We were in compliance with our covenants and obligations under the revolving credit facility as of July 29, 2016. Historically, the Company’s significant shareholder, RVL 1 LLC (“RVL”), and its affiliates have been a significant source of financing, and 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 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 six months ended June 30, 2016 and 2015, revenues from sales taxes were $2.2 million and $1.8 million, respectively. |
Warranties and product liability | Warranties and product liability (in thousands) 2016 Warranty liability, January 1 $ 423 Provisions for current year sales 48 Current period claims (67 ) Warranty liability, June 30 $ 404 |
Fair value measurements | Fair value measurements Level 1 Level 2—Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable. 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 acquisition liabilities 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 expense in the Consolidated Statement of Operations. Changes in the fair value of acquisition liabilities during the six months ended June 30, 2016 were as follows: (in thousands) 2016 Fair value, January 1 $ 8,453 Fair value of acquisition liabilities paid during the period (6,917 ) Fair value of consideration issued 4,132 Change in fair value 832 Fair value, June 30 6,500 The following table presents quantitative information about Level 3 fair value measurements as of June 30, 2016: (in thousands) Fair Value at Valuation Technique Unobservable Inputs Earnout liabilities $ 5,595 Income approach Discount rate—19.5% Stock distribution price floor 905 Monte Carlo Volatility—60% simulation Risk free rate—1.2% Dividend yield—0% Fair value, June 30, 2016 $ 6,500 |
Cash equivalents | Cash equivalents |
Accounts receivable | Accounts receivable (in thousands) 2016 Allowance for doubtful accounts, January 1 $ 1,005 Additions 482 Write-offs (425 ) Allowance for doubtful accounts, June 30 $ 1,062 |
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. Changes in assumptions and estimates could cause the Company to perform impairment tests prior to annual impairment tests scheduled in the fourth quarter. |
Long-lived assets | Long-lived assets |
Accrued rent | Accrued rent |
Shipping and handling costs | Shipping and handling costs |
Research and development | Research and development |
Advertising | Advertising |
Income taxes | Income taxes |
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. 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 prior acquisitions, the Company unconditionally agreed to issue additional shares of its common stock during 2015, 2016 and 2017. In this connection, 80,001 and 505,933 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, 2016 and 2015. Also in connection with prior acquisitions, the Company is contingently obligated to pay up to $2.5 million and $6.5 million as of June 30, 2016 and 2015, 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 and six months ended June 30, 2016 and 2015 because the effect would be antidilutive. |
Contingencies | Contingencies |
Recent accounting pronouncements | Recent accounting pronouncements — In March, April and May 2016, respectively, the FASB issued ASU 2016-08, ASU 2016-10, ASU 2016-11 and ASU 2016-12, all of which relate to, “Revenue from Contracts with Customers”, which are intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. The provisions of the ASU’s are effective for periods beginning after December 15, 2017. The adoption of these ASU’s are not expected to have a material effect on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, “Compensation—Stock Compensation”, which is intended to simplify the accounting for share-based payment awards. The standard is effective for fiscal years beginning after December 15, 2016. The Company has not determined the effect that this accounting pronouncement will have on its financial statements. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Changes in Warranty Liability | Changes in the Company’s warranty liability for the six months ended June 30, 2016 are as follows: (in thousands) 2016 Warranty liability, January 1 $ 423 Provisions for current year sales 48 Current period claims (67 ) Warranty liability, June 30 $ 404 |
Fair Value Remeasurement Based on Significant Inputs Not Observable, Level 3 Measurement | The Company determines the fair value of acquisition liabilities 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 expense in the Consolidated Statement of Operations. Changes in the fair value of acquisition liabilities during the six months ended June 30, 2016 were as follows: (in thousands) 2016 Fair value, January 1 $ 8,453 Fair value of acquisition liabilities paid during the period (6,917 ) Fair value of consideration issued 4,132 Change in fair value 832 Fair value, June 30 6,500 |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques | The following table presents quantitative information about Level 3 fair value measurements as of June 30, 2016: (in thousands) Fair Value at Valuation Technique Unobservable Inputs Earnout liabilities $ 5,595 Income approach Discount rate—19.5% Stock distribution price floor 905 Monte Carlo Volatility—60% simulation Risk free rate—1.2% Dividend yield—0% Fair value, June 30, 2016 $ 6,500 |
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, 2016: (in thousands) 2016 Allowance for doubtful accounts, January 1 $ 1,005 Additions 482 Write-offs (425 ) Allowance for doubtful accounts, June 30 $ 1,062 |
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 of Businesses an19
Acquisitions of Businesses and Other Intangibles (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Business Acquisition Pro Forma Information | The following unaudited supplemental pro forma information assumes the TNT and Energy Source acquisitions referred to above had been completed as of January 1, 2015 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 E-Lighting acquisition was not significant. (in thousands) Pro Forma Pro Forma Year Ended Revenues $ 78,585 $ 163,351 Operating (loss) income $ (2,099 ) $ 182 Net loss $ (3,315 ) $ (1,727 ) |
Energy Source | |
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 TNT acquisition: (in thousands) Working capital, net $ 2,576 Goodwill 6,256 Intangible assets 5,921 Purchase price $ 14,753 |
TNT | |
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 Energy Source acquisition: (in thousands) Working capital, net $ 1,458 Goodwill 21,276 Intangible assets 8,768 Purchase price $ 31,502 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Components of Inventories | Inventories, which are primarily purchased from third parties, consist of the following: (in thousands) June 30, December 31, Raw materials $ 3,662 $ 3,789 Finished goods 23,456 20,292 27,118 24,081 Less: provision for obsolescence (1,941 ) (1,946 ) Net inventories $ 25,177 $ 22,135 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Intangible Assets Subject to Amortization | At June 30, 2016, the Company had the following intangible assets subject to amortization: (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer contracts and backlog $ 5,026 $ 4,704 $ 322 Customer relationships and product supply agreements 34,098 6,497 27,601 Favorable lease 334 179 155 Non-compete agreement 1,386 517 869 Patents 268 189 79 Product certification 10 3 7 Technology 1,953 486 1,467 Trademarks / Trade Names 17,526 2,623 14,903 $ 60,601 $ 15,198 $ 45,403 |
Financings (Tables)
Financings (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Maturities of Long-Term Borrowings | Maturities of long-term borrowings for each of the next five years are as follows: (in thousands) 2016 180 2017 37,501 2018 2,066 2019 — 2020 — Total 39,747 |
Common Stock Transactions (Tabl
Common Stock Transactions (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Common Stock Reserved for Issuance | At June 30, 2016, the Company has reserved common stock for issuance in relation to the following: Employee stock options and restricted stock 464,299 Shares to be issued for acquisitions 80,001 Total reserved shares 544,300 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies - Additional Information (Detail) | Mar. 11, 2016 | May 31, 2016USD ($) | Jun. 30, 2016USD ($)shares | Jun. 30, 2015USD ($)shares | Jun. 30, 2016USD ($)Segmentshares | Jun. 30, 2015USD ($)shares | Dec. 31, 2015USD ($) | Apr. 30, 2015USD ($) | Dec. 31, 2014USD ($) |
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Number of reportable segments | Segment | 1 | ||||||||
Reverse stock split | 0.1 | ||||||||
Cash and cash equivalents | $ 5,190,000 | $ 483,000 | $ 5,190,000 | $ 483,000 | $ 219,000 | $ 6,033,000 | |||
Working capital | 35,900,000 | 35,900,000 | 25,900,000 | ||||||
Net cash generated (used) in operating activities | (930,000) | (13,917,000) | |||||||
Issuance of common stock, net of issuance fees | $ 15,200,000 | 15,200,000 | 16,191,000 | ||||||
Issuance of common stock in a private placement | 1,000,000 | 1,000,000 | |||||||
Line of credit facility, maximum borrowing amount | 27,000,000 | $ 27,000,000 | |||||||
Line of credit facility, maturity date | 2017-08 | ||||||||
Guaranteed borrowing capacity | 7,000,000 | $ 7,000,000 | $ 5,000,000 | ||||||
Guaranteed additional borrowing capacity | 7,000,000 | 7,000,000 | |||||||
Revolving credit facility | 22,576,000 | 22,576,000 | $ 22,026,000 | ||||||
Revolving Credit Facility, additional borrowing capacity | 4,400,000 | 4,400,000 | |||||||
Total liquidity | $ 9,600,000 | 9,600,000 | |||||||
Revenue from sales taxes | $ 2,200,000 | $ 1,800,000 | |||||||
Maturity of temporary cash investments | 3 months | ||||||||
Potentially dilutive shares included in the computation of basic and diluted earnings per share | shares | 80,001 | 505,933 | 80,001 | 505,933 | |||||
Minimum | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Product warranty | 1 year | ||||||||
Intangible assets, estimated useful life | 1 year | ||||||||
Maximum | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Product warranty | 10 years | ||||||||
Intangible assets, estimated useful life | 17 years 6 months | ||||||||
Contingent payment of stock issued for acquisitions of businesses | $ 2,500,000 | $ 6,500,000 | $ 2,500,000 | $ 6,500,000 | |||||
Contractual accrued obligations on certain channel distribution agreement | $ 1,500,000 | $ 1,500,000 |
Changes in Warranty Liability (
Changes in Warranty Liability (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Product Warranty Liability [Line Items] | |
Warranty liability, beginning balance | $ 423 |
Provisions for current year sales | 48 |
Current period claims | (67) |
Warranty liability, ending balance | $ 404 |
Fair Value Remeasurement Based
Fair Value Remeasurement Based on Significant Inputs Not Observable, Level 3 Measurement (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value, beginning balance | $ 8,453 |
Fair value of acquisition liabilities paid during the period | (6,917) |
Fair value of consideration issued | 4,132 |
Change in fair value | 832 |
Fair value, ending balance | $ 6,500 |
Quantitative Information About
Quantitative Information About Level 3 Fair Value Measurements (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair value | $ 6,500 | $ 8,453 |
Earn Out Liability | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair value | $ 5,595 | |
Valuation Technique | Income approach | |
Discount rate | 19.50% | |
Stock Distribution | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair value | $ 905 | |
Valuation Technique | Monte Carlo simulation | |
Volatility | 60.00% | |
Risk-free interest rate | 1.20% | |
Dividend yield | 0.00% |
Allowance for Bad Debts (Detail
Allowance for Bad Debts (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Allowance for doubtful accounts, beginning balance | $ 1,005 |
Additions | 482 |
Write-offs | (425) |
Allowance for doubtful accounts, ending balance | $ 1,062 |
Estimated Useful Lives of Prope
Estimated Useful Lives of Property and Equipment (Detail) | 6 Months Ended |
Jun. 30, 2016 | |
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 of Businesses an30
Acquisitions of Businesses and Other Intangibles - Additional Information (Detail) $ in Thousands | Aug. 05, 2015USD ($)shares | May 31, 2016USD ($)Location | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($) |
Business Acquisition [Line Items] | ||||
Business acquisition cash consideration | $ 1,015 | |||
Backlog | ||||
Business Acquisition [Line Items] | ||||
Amortization of customer backlog included from proforma results | $ 3,300 | $ 2,600 | ||
Energy Source | ||||
Business Acquisition [Line Items] | ||||
Business acquisition aggregate purchase consideration | $ 31,500 | |||
Business acquisition cash consideration | 10,000 | |||
Business acquisition, promissory notes issued | 10,000 | |||
Business acquisition, contingent consideration | 1,800 | |||
Business acquisition, number of shares issued value | 10,000 | |||
Energy Source | Common Stock | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, value of equity issued | $ 9,700 | |||
Business acquisition, number of shares issued | shares | 869,565 | |||
Business acquisition, number of shares issued value | $ 9,500 | |||
TNT | ||||
Business Acquisition [Line Items] | ||||
Business acquisition aggregate purchase consideration | $ 14,700 | |||
Business acquisition cash consideration | 8,600 | |||
Business acquisition, promissory notes issued | 2,000 | |||
Business acquisition, contingent consideration | $ 4,100 | |||
Number of municipalities covered | Location | 120 | |||
Working capital adjustment | $ 600 |
Preliminary Values Assigned to
Preliminary Values Assigned to Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | May 31, 2016 | Dec. 31, 2015 | Aug. 05, 2015 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 70,575 | $ 64,267 | ||
Energy Source | ||||
Business Acquisition [Line Items] | ||||
Working capital, net | $ 1,458 | |||
Goodwill | 21,276 | |||
Intangible Assets | 8,768 | |||
Purchase price | $ 31,502 | |||
TNT | ||||
Business Acquisition [Line Items] | ||||
Working capital, net | $ 2,576 | |||
Goodwill | 6,256 | |||
Intangible Assets | 5,921 | |||
Purchase price | $ 14,753 |
Business Acquisition Pro Forma
Business Acquisition Pro Forma Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Business Acquisition, Pro Forma Information [Line Items] | ||
Revenues | $ 78,585 | $ 163,351 |
Operating (loss) income | (2,099) | 182 |
Net loss | $ (3,315) | $ (1,727) |
Components of Inventories (Deta
Components of Inventories (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Inventory [Line Items] | ||
Raw materials | $ 3,662 | $ 3,789 |
Finished goods | 23,456 | 20,292 |
Inventory, Gross, Total | 27,118 | 24,081 |
Less: provision for obsolescence | (1,941) | (1,946) |
Net inventories | $ 25,177 | $ 22,135 |
Intangible Assets Subject to Am
Intangible Assets Subject to Amortization (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 60,601 | |
Accumulated Amortization | 15,198 | $ 12,849 |
Net Carrying Amount | 45,403 | $ 39,595 |
Customer Contracts and back log | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 5,026 | |
Accumulated Amortization | 4,704 | |
Net Carrying Amount | 322 | |
Customer relationships and product supply agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 34,098 | |
Accumulated Amortization | 6,497 | |
Net Carrying Amount | 27,601 | |
Favorable lease | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 334 | |
Accumulated Amortization | 179 | |
Net Carrying Amount | 155 | |
Non- compete agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,386 | |
Accumulated Amortization | 517 | |
Net Carrying Amount | 869 | |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 268 | |
Accumulated Amortization | 189 | |
Net Carrying Amount | 79 | |
Product certification | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 10 | |
Accumulated Amortization | 3 | |
Net Carrying Amount | 7 | |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,953 | |
Accumulated Amortization | 486 | |
Net Carrying Amount | 1,467 | |
Trademarks / Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 17,526 | |
Accumulated Amortization | 2,623 | |
Net Carrying Amount | $ 14,903 |
Financings - Additional Informa
Financings - Additional Information (Detail) - USD ($) | Aug. 05, 2015 | Jul. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Apr. 30, 2015 | Dec. 31, 2014 |
Financing Activities and Borrowing Arrangements [Line Items] | |||||||
Line of credit facility, maximum borrowing amount | $ 27,000,000 | ||||||
Line of credit facility, maturity date | 2017-08 | ||||||
Guaranteed borrowing capacity | $ 7,000,000 | $ 5,000,000 | |||||
Guaranteed additional borrowing capacity | 7,000,000 | ||||||
Revolving credit facility | 22,576,000 | $ 22,026,000 | |||||
Revolving Credit Facility, additional borrowing capacity | 4,400,000 | ||||||
Cash on hand | 5,190,000 | $ 219,000 | $ 483,000 | $ 6,033,000 | |||
Total liquidity | $ 9,600,000 | ||||||
Debt instrument maturity date | Aug. 20, 2017 | ||||||
Energy Source | |||||||
Financing Activities and Borrowing Arrangements [Line Items] | |||||||
Business acquisition, promissory notes issued | $ 10,000,000 | ||||||
Energy Source | Promissory notes | |||||||
Financing Activities and Borrowing Arrangements [Line Items] | |||||||
Business acquisition, promissory notes issued | $ 10,000,000 | ||||||
Subsequent Event | Energy Source | Promissory notes | |||||||
Financing Activities and Borrowing Arrangements [Line Items] | |||||||
Debt instrument, maturity date | 2017-01 | ||||||
Debt instrument, interest rate | 7.00% |
Maturities of Long-Term Borrowi
Maturities of Long-Term Borrowings (Detail) $ in Thousands | Jun. 30, 2016USD ($) |
Long Term Debt Maturities Repayments Of Principal [Line Items] | |
2,016 | $ 180 |
2,017 | 37,501 |
2,018 | 2,066 |
2,019 | 0 |
2,020 | 0 |
Total | $ 39,747 |
Common Stock Transactions - Add
Common Stock Transactions - Additional Information (Detail) $ / shares in Units, $ in Thousands | Mar. 11, 2016 | Aug. 05, 2015USD ($)shares | May 31, 2016USD ($) | Jun. 30, 2016USD ($)$ / sharesshares | Jun. 30, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)shares | May 12, 2016shares | May 11, 2015shares |
Schedule of Capitalization, Equity [Line Items] | ||||||||
Common stock, outstanding | 20,783,000 | 20,783,000 | 15,964,000 | |||||
Common stock, shares issued | 3,190,000 | |||||||
Offering price of common stock | $ / shares | $ 5.25 | $ 5.25 | ||||||
Issuance of common stock, net of issuance fees | $ | $ 15,200 | $ 15,200 | $ 16,191 | |||||
Issuance of common stock in a private placement | $ | $ 1,000 | $ 1,000 | ||||||
Reverse stock split | 0.1 | |||||||
Common stock, shares authorized | 35,000,000 | 35,000,000 | 200,000,000 | 35,000,000 | 200,000,000 | |||
Issuance of common stock for acquisition | $ | $ 10,179 | |||||||
Private Placement | ||||||||
Schedule of Capitalization, Equity [Line Items] | ||||||||
Common stock, shares issued | 170,000 | |||||||
Energy Source | ||||||||
Schedule of Capitalization, Equity [Line Items] | ||||||||
Business acquisition, number of shares issued value | $ | $ 10,000 | |||||||
Common Stock | Energy Source | ||||||||
Schedule of Capitalization, Equity [Line Items] | ||||||||
Issuance of common stock for acquisition (in shares) | 880,000 | |||||||
Issuance of common stock for acquisition | $ | $ 9,700 | |||||||
Business acquisition, number of shares issued | 869,565 | |||||||
Business acquisition, number of shares issued value | $ | $ 9,500 | |||||||
Common Stock | ||||||||
Schedule of Capitalization, Equity [Line Items] | ||||||||
Common stock, outstanding | 20,800,000 | 20,800,000 | ||||||
Common stock, shares issued | 3,364,000 | 870,000 | ||||||
Issuance of common stock for acquisition (in shares) | 1,437,000 | |||||||
Issuance of common stock for acquisition | $ | $ 1 | |||||||
RVL One Limited Liability Company | ||||||||
Schedule of Capitalization, Equity [Line Items] | ||||||||
Common stock, outstanding | 8,700,000 | 8,700,000 | ||||||
Common stock share outstanding owned | 42.00% |
Common Stock for Issuance Reser
Common Stock for Issuance Reserve (Detail) | Jun. 30, 2016shares |
Schedule of Capitalization, Equity [Line Items] | |
Total reserved shares | 544,300 |
Employee stock options and restricted stock | |
Schedule of Capitalization, Equity [Line Items] | |
Total reserved shares | 464,299 |
Shares to be Issued for Acquisitions | |
Schedule of Capitalization, Equity [Line Items] | |
Total reserved shares | 80,001 |
Preferred Stock - Additional In
Preferred Stock - Additional Information (Detail) - shares | Jun. 30, 2016 | Dec. 31, 2015 |
Preferred Stock [Line Items] | ||
Preferred stock authorized to issue | 5,000,000 | |
Preferred stock, shares outstanding | 0 | 0 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | May 31, 2013 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | May 12, 2016 | Dec. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock reserved for future issuance | 544,300 | 544,300 | |||||
Common stock, issued | 20,783,000 | 20,783,000 | 15,964,000 | ||||
Options, issued | 0 | 0 | |||||
Options, exercised | 0 | 0 | |||||
Options, forfeited | 0 | 0 | |||||
Options, vested | 0 | 0 | |||||
Options, expired | 0 | 0 | |||||
Options outstanding, intrinsic value | $ 0 | $ 0 | |||||
Stock-based compensation expense | $ 592,000 | $ 629,000 | $ 1,023,000 | $ 1,163,000 | |||
2013 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock reserved for future issuance | 435,316 | 435,316 | |||||
Common stock, issued | 1,100,000 | 1,100,000 | 500,000 | ||||
Stock awards vesting periods | 3 years | ||||||
Shares awarded for incentive compensation | 83,115 | ||||||
2013 Plan | Stock Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options awarded, outstanding under the Plan | 2,000 | 2,000 | |||||
2013 Plan | Restricted Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Restricted shares, cumulative awards under the Plan | 581,069 | ||||||
2013 Plan | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock options exercise price, percentage | 100.00% | ||||||
2013 Plan | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Grant Expiration Date | 10 years | ||||||
2003 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares of common stock vested and exercisable | 28,983 | 28,983 | |||||
Common stock reserved for future issuance | 28,983 | 28,983 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) $ in Millions | Jun. 30, 2016USD ($) |
Federal and State | |
Income Taxes [Line Items] | |
Net operating loss carryforwards and estimated amortization expense | $ 65 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | May 12, 2016shares | Apr. 21, 2014shares | Apr. 09, 2013USD ($)ExecutiveOfficersshares | Jun. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Apr. 30, 2016USD ($) | Dec. 31, 2015USD ($) | Apr. 30, 2015USD ($) | Jun. 30, 2014USD ($) |
Related Party Transaction [Line Items] | |||||||||
Guaranteed borrowing capacity | $ 7,000,000 | $ 7,000,000 | $ 5,000,000 | ||||||
Line of credit facility sub limit additional borrowing capacity | $ 2,000,000 | ||||||||
Debt instrument maturity date | Aug. 20, 2017 | ||||||||
July Note | |||||||||
Related Party Transaction [Line Items] | |||||||||
Accrued interest | 500,000 | $ 500,000 | $ 300,000 | ||||||
Interest Expenses | $ 100,000 | 100,000 | |||||||
Aston Capital Limited Liability Company | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument amount | $ 2,600,000 | ||||||||
Number of new executives | ExecutiveOfficers | 2 | ||||||||
Executive compensation cost | $ 0 | ||||||||
Monthly payment for underlying lease | $ 30,000 | ||||||||
Aston Capital Limited Liability Company | Restricted Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Restricted common stock agreed to be issued for services | shares | 50,000 | ||||||||
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 | ||||||||
Number of shares authorized for grant | shares | 250,000 | 30,000 | |||||||
Stock awards vesting periods | 3 years | 3 years | |||||||
Aston Capital Limited Liability Company | July Note | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument maturity date | Jan. 1, 2018 |