Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 28, 2017 | Jun. 30, 2016 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | RVLT | ||
Entity Registrant Name | Revolution Lighting Technologies, Inc. | ||
Entity Central Index Key | 917,523 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 20,893,762 | ||
Entity Public Float | $ 73,999,108 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash and cash equivalents | $ 883 | $ 219 |
Trade receivable, net of allowance for doubtful accounts | 53,347 | 41,132 |
Unbilled contracts receivable | 10,167 | 4,559 |
Inventories, net | 26,678 | 22,135 |
Other current assets | 8,363 | 3,830 |
Total current assets | 99,438 | 71,875 |
Property and equipment, net | 1,474 | 1,247 |
Goodwill | 72,074 | 64,267 |
Intangible assets, net | 43,809 | 39,595 |
Other assets, net | 704 | 651 |
Total assets | 217,499 | 177,635 |
Current Liabilities | ||
Accounts payable | 32,409 | 19,908 |
Accrued and other liabilities | 10,541 | 8,717 |
Notes payable | 2,360 | 10,360 |
Related party notes payable | 1,500 | |
Purchase price obligations | 1,327 | 7,039 |
Total current liabilities | 48,137 | 46,024 |
Revolving credit facility | 25,993 | 22,026 |
Notes payable | 12,066 | 2,426 |
Related party notes payable | 2,565 | 2,565 |
Purchase price obligations | 1,716 | 1,764 |
Other noncurrent liabilities | 1,309 | 727 |
Total liabilities | 91,786 | 75,532 |
Contingencies and Commitments | ||
Stockholders' Equity | ||
Common stock, par value $0.001 - 35,000 shares authorized and 20,893 shares issued and outstanding at December 31, 2016 and 200,000 shares authorized and 15,964 shares issued and outstanding at December 31, 2015 | 21 | 16 |
Additional paid-in-capital | 200,887 | 176,760 |
Accumulated deficit | (75,195) | (74,673) |
Total stockholders' equity | 125,713 | 102,103 |
Total liabilities and stockholders' equity | $ 217,499 | $ 177,635 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 35,000,000 | 200,000,000 |
Common stock, issued | 20,893,000 | 15,964,000 |
Common stock, outstanding | 20,893,000 | 15,964,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue | $ 172,121 | $ 129,656 | $ 76,840 |
Cost of sales | 116,250 | 86,366 | 52,617 |
Gross profit | 55,871 | 43,290 | 24,223 |
Selling, general and administrative expenses: | |||
Acquisition, severance and transition costs | 3,851 | 1,950 | 2,488 |
Amortization and depreciation | 6,115 | 4,868 | 5,644 |
Stock-based compensation | 2,141 | 2,719 | 1,711 |
Other selling, general and administrative | 39,408 | 32,179 | 23,204 |
Research and development | 2,372 | 2,475 | 2,076 |
Total operating expenses | 53,887 | 44,191 | 35,123 |
Operating income (loss) | 1,984 | (901) | (10,900) |
Interest expense and other bank charges | (2,506) | (1,481) | (830) |
Loss before income taxes | (522) | (2,382) | (11,730) |
Deferred income tax benefit | 6,550 | ||
Net loss | (522) | (2,382) | (5,180) |
Accretion of preferred stock redemption value, beneficial conversion feature, and discount | (919) | ||
Accrual of preferred stock dividends | (1,445) | ||
Deemed distribution on exchange of preferred stock | (5,301) | ||
Net loss attributable to common stockholders | $ (522) | $ (2,382) | $ (12,845) |
Loss per share, basic and diluted | $ (0.03) | $ (0.16) | $ (1.39) |
Weighted average shares outstanding, basic and diluted | 19,034 | 14,930 | 9,216 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-in-Capital | Accumulated Deficit | Temporary Equity |
Beginning Balance at Dec. 31, 2013 | $ 25,456 | $ 10 | $ 8 | $ 92,549 | $ (67,111) | $ 10,966 |
Stock-based compensation | 800 | 800 | ||||
Issuance of common stock for cash, net of issuance costs | 8,614 | 1 | 8,613 | |||
Shares issued for contingent consideration and acquisition | 23,111 | 23,111 | ||||
Issuance of preferred stock and accretion to redemption value | (919) | (919) | 13,422 | |||
Accrual of preferred stock dividends, net of issuances | (446) | (446) | 691 | |||
Exchange of preferred stock for common stock | 25,879 | $ (10) | 4 | 25,886 | $ (25,079) | |
Net loss | (5,180) | (5,180) | ||||
Ending Balance at Dec. 31, 2014 | 77,316 | 13 | 149,594 | (72,291) | ||
Stock-based compensation | 2,191 | 2,191 | ||||
Issuance of common stock for cash, net of issuance costs | 9,507 | 1 | 9,506 | |||
Shares issued for contingent consideration and acquisition | 16,118 | 2 | 16,016 | |||
Cancellation of reacquired escrowed common stock | (547) | (547) | ||||
Net loss | (2,382) | (2,382) | ||||
Ending Balance at Dec. 31, 2015 | 102,103 | 16 | 176,760 | (74,673) | ||
Stock-based compensation | 1,311 | 1 | 1,310 | |||
Issuance of common stock for cash, net of issuance costs | 16,192 | 3 | 16,189 | |||
Shares issued for contingent consideration and acquisition | 6,629 | 1 | 6,628 | |||
Net loss | (522) | (522) | ||||
Ending Balance at Dec. 31, 2016 | $ 125,713 | $ 21 | $ 200,887 | $ (75,195) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash Flows from Operating Activities: | |||
Net loss | $ (522) | $ (2,382) | $ (5,180) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Deferred income tax benefit | (6,550) | ||
Depreciation | 389 | 550 | 495 |
Amortization of intangible and other assets | 5,726 | 4,318 | 5,149 |
Stock-based compensation | 2,141 | 2,719 | 1,711 |
Change in fair value of contingent consideration | (2,248) | 864 | 1,419 |
Other noncash items affecting net income | 1,349 | ||
Changes in operating assets and liabilities, net of the effect of the acquisition: | |||
(Increase) decrease in trade receivables, net | (11,780) | (15,111) | (10,291) |
(Increase) decrease in unbilled contracts receivable | (5,224) | (2,246) | |
(Increase) decrease in inventories, net | (4,430) | (7,234) | (60) |
(Increase) decrease in prepaid and other assets | (4,822) | (699) | (977) |
Increase (decrease) in accounts payable and accrued liabilities | 13,216 | 2,532 | (19) |
Net cash used in operating activities | (6,205) | (16,689) | (14,303) |
Cash Flows from Investing Activities: | |||
Acquisition of business and other, net of cash acquired | (11,360) | (10,499) | (11,521) |
Payment of acquisition obligations | (1,015) | ||
Purchase of property and equipment | (555) | (462) | (485) |
Net cash used in investing activities | (12,930) | (10,961) | (12,006) |
Cash Flows from Financing Activities: | |||
Proceeds from the issuance of common stock, net of issuance costs and other | 16,192 | 8,960 | 8,614 |
Net proceeds from revolving credit facility | 3,967 | 13,266 | 8,760 |
Repayments of notes payable and short-term borrowings | (360) | (390) | (1,552) |
Proceeds from loans from affiliates of controlling stockholders, net | 14,857 | ||
Proceeds from the issuance of preferred stock, net of issuance costs | (94) | ||
Net cash provided by financing activities | 19,799 | 21,836 | 30,585 |
Net increase (decrease) in cash and cash equivalents | 664 | (5,814) | 4,276 |
Cash and cash equivalents, beginning of period | 219 | 6,033 | 1,757 |
Cash and cash equivalents, end of period | 883 | 219 | 6,033 |
Supplemental Disclosure of Cash Flow Information: | |||
Cash paid during the period for interest | 1,837 | 688 | 543 |
Non-Cash Investing and Financing Activities: | |||
Contingent consideration for acquisitions | 4,132 | 1,550 | 9,976 |
Issuance of promissory notes for acquisition | 2,000 | 10,000 | |
Deferred consideration for acquisition | 350 | ||
Exchange of trade accounts payable for note | 3,736 | ||
Conversion of preferred stock for common stock | 36,843 | ||
Accrual of dividends on preferred stock | 1,449 | ||
In-kind dividends on Series C preferred stock | 1,000 | ||
Common Stock | Contingent Consideration | |||
Non-Cash Investing and Financing Activities: | |||
Issuance of stock | $ 6,630 | 6,316 | |
Common Stock | Value Lighting | |||
Non-Cash Investing and Financing Activities: | |||
Issuance of stock | $ 9,702 | 23,111 | |
Series G Preferred Stock | |||
Non-Cash Investing and Financing Activities: | |||
Issuance of stock | $ 18,000 |
Consolidated Statements of Cas7
Consolidated Statements of Cash Flows (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Extinguishment of notes payable | $ 12,600 |
Series F Preferred Stock | |
Issuance of stock | $ 5,400 |
The Company
The Company | 12 Months Ended |
Dec. 31, 2016 | |
The Company | 1. The Company Revolution Lighting Technologies, Inc., together with its wholly-owned subsidiaries (“Revolution”, “we”, “us” or “our”), is a leader in the designing, manufacturing, marketing, and selling of light-emitting diode (“LED”) lighting solutions focusing on the industrial, commercial and government markets in the United States, Canada, and internationally. Through advanced LED technologies, we have created an innovative lighting company that offers a comprehensive advanced product platform of high-quality interior and exterior LED lamps and fixtures, including signage and control systems. We are uniquely positioned to act as an expert partner, offering full-service lighting solutions through our operating divisions, including Energy Source, Value Lighting, Tri-State E-Lighting, All-Around We generate revenue by selling lighting products for use in the commercial, industrial and government markets, which include vertical markets such as military, municipal, commercial office, industrial, warehouse, education, hospitality, retail, healthcare, multi-family and signage-media-accent markets. We market and distribute our products globally through networks of distributors, independent sales agencies and representatives, electrical supply companies, as well as internal marketing and sales forces. Our operations consist of one reportable segment for financial reporting purposes: Lighting Products and Solutions (principally LED fixtures and lamps). During the second quarter of 2016, we 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 (see Note 3). Basis of presentation The consolidated financial statements included in this Form 10-K Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to valuation of receivables and inventories, purchase price allocation of acquired businesses, impairment of goodwill, income taxes, and contingencies. Actual results could differ from those estimates. Stock Split On March 10, 2016, we filed a certificate of amendment to our Amended and Restated Certificate of Incorporation, as amended, to effect a 1-for-10 Liquidity and Capital Resources Our liquidity as of December 31, 2016 and 2015 was $1.9 million and $2.8 million, respectively, which consisted of cash and cash equivalents of $0.9 million and $0.2 million, respectively, and additional borrowing capacity under the Revolving Credit Facility of $1.0 million and $2.6 million, respectively. On January 26, 2017, we amended the Revolving Credit Facility which enabled us to borrow up to $50.0 million on a revolving basis, based upon specified percentages of eligible receivables and inventory, which matures on January 26, 2020 (the “amended Revolving Credit Facility”). The amended Revolving Credit Facility had the effect of increasing our borrowing capacity by approximately $13.0 million. See Note 10. Historically, our significant shareholder, RVL 1 LLC (“RVL”), and its affiliates have been a significant source of financing, and they continue to support our operations. In May 2016, we 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, we raised an additional $1.0 million in a private placement of our common stock to one of our distributors. See Note 13. At December 31, 2016 and 2015, we had working capital of $51.3 million and $25.9 million, respectively. We believe we have adequate resources to meet our cash requirements for the foreseeable future. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Significant Accounting Policies | 2. Significant Accounting Policies Business Acquisitions Business acquisitions are accounted for using the acquisition method of accounting, which requires recording assets acquired and liabilities assumed at fair value of the acquisition date. Under the acquisition method of accounting, each tangible and separately identifiable intangible asset acquired and liability assumed is recorded based on their preliminary estimated fair values on the acquisition date. Acquisition related costs are expensed as incurred, and are included in “Acquisition, severance and transition costs” on the Consolidated Statements of Operations. See Note 3. Fair Value Measurement We measure fair value on a recurring basis utilizing valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs, to the extent possible, and consider counterparty credit risk in our assessment of fair value. The fair value hierarchy is as follows: Level 1 – Quoted prices in active markets for identical assets and liabilities; Level 2 – Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data; and, Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities Cash and cash equivalents, trade and unbilled contract receivables, inventories, other current assets, accounts payable, and accrued and other liabilities are classified as Level 1 as their carrying values approximate fair value since they are short term in nature and they are receivable or payable on demand. Based on the borrowing rates currently available for bank loans with similar terms and average maturities, the fair value of notes payable are equal to the carrying value. As such, notes payable are classified as Level 1. See Notes 10 and 18. We determine the fair value of certain purchase price obligations on a recurring basis. See Note 11. The estimated fair value of assets and liabilities acquired in business combinations as well as reporting units and long-lived assets used in the related asset impairment tests utilize inputs classified as Level 3 in the fair value hierarchy. Cash and Cash Equivalents We consider all investments with an original maturity of three months or less to be cash equivalents. We maintain cash and cash equivalents in bank accounts that may exceed federally insured limits. The financial institutions where our cash and cash equivalents are held are highly rated. We have not experienced any losses in such accounts, and believe we are not exposed to significant credit risk. Accounts Receivable Accounts receivable are customer obligations due under normal trade terms. We perform periodic credit evaluations of our customers’ financial condition. We record an allowance for doubtful accounts based upon factors surrounding the credit risk of certain customers, and specifically identified amounts that we believe to be uncollectible. Recovery of bad debt amounts previously written off is recorded as a reduction of bad debt expense in the period the payment is collected. If our actual collection experience changes, revisions to our allowance may be required. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. See Note 4. Inventories Inventories are stated at the lower of cost (first-in, first-out) Property and Equipment Property and equipment, net is stated at cost (or fair value, if acquired as part of a business combination) less accumulated depreciation, and is depreciated over its estimated useful life using the straight-line method as follows: Machinery and equipment 3-7 Furniture and fixtures 5-7 Computers and software 3-7 Motor vehicles 5 years Leasehold improvement Lesser of lease term or estimated useful life Maintenance and repairs are expensed as incurred. Upon retirement or sale, the cost and related accumulated depreciation are removed from the respective account, and any resulting gain or loss is recognized in the Consolidated Statements of Operations. See Note 6. Intangible Assets Intangible assets, net is stated at cost or fair value, if acquired as part of a business combination, less accumulated amortization, and is amortized over its estimated useful life using the straight-line method as follows: Patents and trade names 12-17 Customer relationships 10-15 Customer contracts and backlogs 1-3 Technology 10 years Favorable leases 10 years Non-compete 6 years Product certification and licensing costs 3 years We evaluate the recoverability of the carrying value of long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The long-lived asset is grouped with other assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. We assess whether the projected undiscounted cash flows of our long-lived assets are sufficient to recover the carrying amount of the asset group being assessed. If the undiscounted projected cash flows are less than the carrying value of the assets, we calculate an impairment by discounting the projected cash flows using our weighted-average cost of capital. The amount of the impairment of long-lived assets is written off against earnings in the period in which the impairment is determined. See Note 8. Goodwill Goodwill is not amortized, but is subject to annual impairment testing unless circumstances dictate more frequent assessments. We perform an annual impairment assessment for goodwill during the fourth quarter of each year or more frequently whenever changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. We have one reporting unit for goodwill impairment testing purposes. Goodwill impairment testing is a two-step As of October 1, 2016, we performed step one of the impairment testing, which indicated the fair value of our reporting unit exceeded the net carrying amount of the net assets of its reporting unit. Accordingly, step two was not required. Purchase Price Obligations In connection with certain prior acquisitions, we are obligated to issue contingent consideration. We determine 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. On a quarterly basis, we reassess our current estimates of performance relative to the stated targets and adjust the liability to fair value. Any such adjustments are included in “Acquisition, severance and transition costs” in the Consolidated Statements of Operations. See Note 11. Contingencies In accordance with Accounting Standards Codification (“ASC”) 450, Contingencies Revenue Recognition We recognize revenue from our product sales upon shipment or delivery to customers in accordance with the respective contractual arrangements, provided no significant obligations remain and collection is probable. For sales that include customer acceptance terms, revenue is recorded after customer acceptance at the applicable location. It is our policy that all sales are final. Requests for returns are reviewed on a case by case basis. As revenue is recorded, we accrue an estimated amount for product returns as a reduction of revenue. We recognize revenue from fixed-price and modified fixed-price contracts for turnkey energy conservation projects using the percentage-of-completion percentage-of-completion Sales Tax Revenue We record sales tax revenue on a gross basis (included in both “Revenues” and “Cost of sales” in the Consolidated Statements of Operations). For the years ended December 31, 2016, 2015 and 2014, revenues from sales taxes were $5.2 million, $4.5 million and $2.7, respectively. Shipping and Handling Shipping and handling costs related to the acquisition of goods from vendors are included in cost of sales. Research and Development Research and development costs to develop new products, which consist of salaries, contractor fees, building cost, utilities, administrative expenses and allocations of corporate costs, are charged to expense as incurred. Advertising Expense Advertising costs, included in “Other selling, general and administrative” on the Consolidated Statements of Operations are expensed when the advertising first takes place. We promote our product lines through print media and trade shows, including trade publications and promotional brochures. Advertising expense were $0.2 million, $0.3 million and $0.3 million for the years ended December 31, 2016, 2015 and 2014, respectively. Income taxes Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes resulting from temporary differences. Such temporary differences result from differences in the carrying value of assets and liabilities for tax and financial reporting purposes. The deferred tax assets and liabilities represent the future tax consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. We applied the provisions of ASC 740, Income Taxes We evaluate the adequacy of the valuation allowance quarterly and, if our 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. See Note 14. Loss per Share Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted average common shares outstanding for the period. Diluted loss per share is computed giving effect to all potentially dilutive common shares. Potentially dilutive common shares consist of incremental shares issuable upon the exercise of stock options and vesting of restricted shares and the conversion of outstanding convertible securities. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation. See Note 15. 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 common stock (the “Preferred Stock Exchange”). The Preferred Stock Exchange was accounted for under ASC 260-10-S99-2, Earnings per Share Stock-Based Compensation Restricted Stock and Restricted Stock Unit Awards (Equity) Restricted Stock Awards (Liability) non-employee Equity-Based Payments to Non-Employees re-measured Option Awards Recent accounting pronouncements In April 2015, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2015-03, Simplifying the Presentation of Debt Issuance Costs 2015-15, Line-of-Credit line-of-credit In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments In February 2016, the FASB issued ASU 2016-02, Leases right-of-use In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers percentage-of-completion In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments,” In January 2017, the FASB issued ASU 2017-01, Business Combinations: Clarifying the Definition of a Business In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment |
Acquisitions of Businesses and
Acquisitions of Businesses and Other Intangibles | 12 Months Ended |
Dec. 31, 2016 | |
Acquisitions of Businesses and Other Intangibles | 3. Acquisitions of Businesses and Other Intangibles TNT Energy, LLC On May 6, 2016, we completed the acquisition of TNT, a turnkey provider of LED lighting-based energy savings projects within the commercial, industrial, hospitality, retail, education and municipal sectors. TNT’s headquarters is located in Raynham, Massachusetts. The acquisition of TNT is expected to expand our footprint within key lighting retrofit markets in the United States. We believe this is a direct complementary fit with our division, Energy Source, based in Providence, RI. In addition to its broad existing customer base, TNT is a contract vendor for the Small C&I Business Programs of northeast utility companies, with a defined territory of approximately 120 municipalities throughout Massachusetts. We acquired TNT for its management team, its client base and operational and business development synergies. We accounted for the acquisition of TNT under ASC 805, Business Combinations Consideration: Cash paid (1) $ 8.6 Promissory note 2.0 Contingent consideration (2) 4.1 Net Assets $ 14.7 Fair Value of Assets Acquired and Liabilities Assumed: Working capital, net $ 1.0 Goodwill (3) 7.8 Intangible assets (4) 5.9 Net Assets $ 14.7 (1) Includes the prepayment of a working capital adjustment of $0.6 million. The cash payment was funded through the common stock offering (see Note 13). (2) Contingent consideration is based on expected revenue and adjusted EBITDA, and was capped at $5.0 million based on the original agreement. (3) Since our initial valuation on the date of the acquisition, we recorded a $1.6 million increase to goodwill related to adjustments in working capital. Goodwill is expected to be deductible for income tax purposes. (4) The acquired intangible assets are being amortized consistent with the period the underlying cash flows are generated (see Note 8). Energy Source On August 5, 2015, we completed the acquisition of 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. We acquired Energy Source for its management team, its client base and operational and business development synergies. Consideration: Cash paid (1) $ 10.0 Common stock issued 9.7 Promissory notes (2) 10.0 Contingent consideration (3) 1.8 Total Consideration $ 31.5 Fair Value of Assets Acquired and Liabilities Assumed: Working capital, net $ 1.4 Goodwill (4) 21.3 Intangible assets (5) 8.8 Net Assets $ 31.5 (1) The cash payment funded through the issuance of common stock to a third-party investor for $10.0 million. (2) The promissory notes are supported by an irrevocable letter of credit from RVL (see Note 18). (3) Contingent consideration is based on projected EBITDA during 2015, 2016 and 2017, and was capped at 10% of EBITDA based on the original agreement. (4) Goodwill is expected to be deductible for income tax purposes. (5) The acquired intangible assets are being amortized consistent with the period the underlying cash flows are generated. E-Lighting On February 5, 2015, we acquired the assets of DPI Management, Inc. d/b/a E Lighting for consideration of $0.1 million cash paid at closing, $0.2 million cash paid on September 1, 2015, $0.2 million cash paid on March 1, 2016, and 17,544 shares of common stock valued at $0.1 million issued on September 1, 2016. The aggregate purchase price was assigned to inventories. Pro forma information If the TNT and Energy Source acquisitions referred to above had been completed as of January 1, 2015, revenue, operating income and net income (loss) would have been $178.0 million, $2.7 million and $0.2 million, respectively, for the year ended December 31, 2016, and $163.4 million, $0.2 million and $(1.7) million, respectively, for the year ended December 31, 2015. This information is unaudited, 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 results for the years ended December 31, 2016 and 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 The revenue and net income of TNT included in our actual results of operations from May 6, 2016 through December 31, 2016 totaled $17.5 million and $1.6 million, respectively. The revenue and net income of 2015 acquisitions included in our actual results of operations from their respective acquisition dates through December 31, 2015 totaled $16.3 million and $2.9 million, respectively. |
Accounts Receivable, Net of All
Accounts Receivable, Net of Allowance for Doubtful Accounts | 12 Months Ended |
Dec. 31, 2016 | |
Trade Accounts Receivable | |
Accounts Receivable, Net of Allowance for Doubtful Accounts | 4. Accounts Receivable, Net of Allowance for Doubtful Accounts Accounts receivable, net of allowance for doubtful accounts, consisted of the following: Year Ended December 31, 2016 2015 2014 Trade receivables $ 54.7 $ 42.1 $ 23.9 Allowance for doubtful accounts (1.4 ) (1.0 ) (0.1 ) Accounts receivable, net of allowance for doubtful accounts $ 53.3 $ 41.1 $ 23.8 Write-offs and other adjustments, which are recorded in “Other selling, general and administrative” in the Consolidated Statements of Operations, were $1.5 million, $1.3 million and $0.4 million for the years ended December 31, 2016, 2015 and 2014, respectively. |
Inventories, Net
Inventories, Net | 12 Months Ended |
Dec. 31, 2016 | |
Inventories, Net | 5. Inventories, Net Inventories, which are primarily purchased from third parties, consisted of the following: December 31, 2016 2015 Raw materials $ 2.4 $ 3.8 Finished goods 26.1 20.3 Total 28.5 24.1 Less: Provision for obsolescence (1.8 ) (2.0 ) Inventories, net $ 26.7 $ 22.1 Activity related to inventory reserves was as follows: Year Ended December 31, 2016 2015 2014 Inventory reserve, January 1 $ 2.0 $ 1.7 $ 1.7 Additions 0.1 1.1 0.2 Write-offs (0.3 ) (0.8 ) (0.2 ) Inventory reserve, December 31 $ 1.8 $ 2.0 $ 1.7 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property and Equipment | 6. Property and Equipment Property and equipment, net of accumulated depreciation, consisted of the following: December 31, 2016 2015 Total property and equipment $ 3.2 $ 2.7 Less accumulated depreciation (1.7 ) (1.5 ) Property and equipment, net $ 1.5 $ 1.2 Depreciation expense related to property and equipment, which was recorded in “Amortization and depreciation” in the Consolidated Statements of Operations, was $0.4 million, $0.5 million and $0.5 million for the years ended December 31, 2016, 2015 and 2014, respectively. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill | 7. Goodwill Changes in the carrying amount of goodwill were as follows: Year Ended December 31, 2016 2015 Goodwill, January 1 $ 64.3 $ 43.0 Acquisitions (1) 7.8 21.3 Goodwill, December 31 $ 72.1 $ 64.3 (1) Reflects the effects of the TNT acquisition during 2016 ($7.8 million) and the Energy Source acquisition during 2015 ($21.3 million). See Note 3. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Intangible Assets | 8. Intangible Assets Intangible assets consisted of the following: December 31, 2016 December 31, 2015 Gross Accumulated Net Carrying Gross Accumulated Net Carrying Customer relationships and product supply agreements $ 35.0 $ (7.9 ) $ 27.1 $ 28.9 $ (4.5 ) $ 24.4 Trademarks/Trade Names 17.6 (3.4 ) 14.2 15.0 (2.9 ) 12.1 Technology 2.0 (0.6 ) 1.4 2.0 (0.3 ) 1.7 Non-compete 1.4 (0.7 ) 0.7 1.1 (0.4 ) 0.7 Customer contracts and backlog 3.3 (3.1 ) 0.2 4.8 (4.5 ) 0.3 Other 0.6 (0.4 ) 0.2 0.7 (0.3 ) 0.4 Intangible assets $ 59.9 $ (16.1 ) $ 43.8 $ 52.5 $ (12.9 ) $ 39.6 In connection with the TNT acquisition, we recorded $2.9 million of customer relationships and product supply agreements, $2.5 million of trademarks/tradenames, $0.3 million of non-compete write-off Amortization expense related to intangible assets, which was recorded in “Amortization and depreciation” on the Consolidated Statements of Operations, was $5.2 million, $4.0 million and $5.2 million for the years ended December 31, 2016, 2015 and 2014, respectively. Estimated future amortization expense related to intangible assets is $5.5 million for 2017, $5.3 million for 2018, $4.5 million for 2019, $3.9 million for 2020, $3.7 million for 2021, and $20.9 million thereafter |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Accrued and Other Current Liabilities | 9. Accrued and Other Current Liabilities Accrued and other current liabilities consisted of the following: December 31, 2016 2015 Compensation, benefits and commissions $ 4.4 $ 3.5 Accruals and other current liabilities 6.1 5.2 Accrued and other current liabilities $ 10.5 $ 8.7 |
Financings
Financings | 12 Months Ended |
Dec. 31, 2016 | |
Financings | 10. Financings Revolving Credit Facility At December 31, 2016, we had a loan and security agreement with Bank of America to borrow up to $27.0 million on a revolving basis, based upon specified percentages of eligible receivables and inventory, which matured in October 2017. Our Chairman, Chief Executive Officer and President guaranteed $7.0 million of the borrowings under the Revolving Credit Facility. This guarantee enabled us to borrow $7.0 million in addition to the amount available from receivables and inventory, and could be terminated at any time (see Note 18). At December 31, 2016 and 2015, the balance outstanding on the Revolving Credit Facility was $26.0 million and $22.0 million, respectively. Borrowings under the Revolving Credit Facility bore interest at a LIBOR rate or a defined base rate, each plus an applicable margin, depending on the nature of the loan. We were also obligated to pay various fees monthly. At December 31, 2016 and 2015, the weighted average interest rate was 3.95% and 3.65%, respectively. We recorded interest expense of $0.9 million, $0.7 million and $0.2 million for the years ended December 31, 2016, 2015 and 2014, respectively. Under the Revolving Credit Facility, outstanding loans became payable on demand to the extent that such loans exceed the defined Borrowing Base. All obligations under Revolving Credit Facility were secured by the assets of Revolution, and are guaranteed by Revolution. The Revolving Credit Facility contained covenants that limit our ability 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. On January 26, 2017, we entered into an amended loan and security agreement with Bank of America to borrow up to $50.0 million on a revolving basis, based upon specified percentages of eligible receivables and inventory, which matures on January 26, 2020 (the “amended Revolving Credit Facility”). Under the amended Revolving Credit Facility, the maximum applicable margin for LIBOR rate loans decreased to 2.75% from 3.0%, and the maximum applicable margin for base rate loans decreased to 1.75% from 2.0%. Our Chairman, Chief Executive Officer and President has guaranteed $7.0 million of the borrowings under the amended Revolving Credit Facility. See Note 18. Notes Payable Notes payable consisted of the following: December 31, 2016 2015 Energy Source acquisition notes $ 10.0 $ 10.0 Value Lighting acquisition note 2.4 2.8 TNT acquisition notes 2.0 — Total notes payable $ 14.4 $ 12.8 Less: Notes payable—current (2.4 ) (10.4 ) Notes payable—noncurrent $ 12.0 $ 2.4 Energy Source Acquisition Notes In connection with the acquisition of Energy Source in August 2015, we issued $10.0 million in promissory notes bearing interest at 5% per annum due July 20, 2016, which are supported by an irrevocable letter of credit from RVL (see Note 18). In July 2016, the maturity date was extended to January 20, 2017, with an interest rate of 7%. We recorded accrued interest of $0.3 million and $0.2 million at December 31, 2016 and 2015, respectively. We recorded interest expense of $0.6 million and $0.2 million for the years ended December 31, 2016, and 2015, respectively. On January 26, 2017, we repaid the Energy Source acquisition notes, including interest of $0.4 million, using proceeds from the amended Revolving Credit Facility, and the related guarantee provided by RVL was terminated. Value Lighting Acquisition Note In conjunction with the acquisition of Value Lighting, we refinanced $3.7 million of Value Lighting’s trade accounts payable by issuing a note payable to the creditor. The note is payable in monthly installments through October 2019 and a lump sum payment of $1.4 million due on November 22, 2018, which may be settled, at our option, in either cash or an equivalent amount of common shares based upon their then-current market value. TNT Acquisition Notes In connection with the acquisition of TNT in May 2016, we issued $2.0 million in promissory notes bearing interest at 5% per annum, of which $1.0 million was due on April 21, 2017 and $1.0 million was due on November 6, 2017 (see Note 3). Our Chairman, Chief Executive Officer, and President provided irrevocable letters of credit to support $1.0 million of the TNT acquisition notes. See Note 18. We recorded accrued interest of less than $0.1 million at December 31, 2016. We recorded interest expense of less than $0.1 million for the years ended December 31, 2016. In February 2017, the maturity date was extended to November 6, 2017 for all of the TNT promissory notes. Additionally, in February 2017, our Chairman, Chief Executive Officer, and President provided irrevocable letters of credit to support the additional $1.0 million of the TNT acquisition notes. See Note 18. Debt Maturities At December 31, 2016, the schedule maturities of our borrowings were as follows: Total Notes Payable 2017 $ 2.4 2018 1.7 2019 0.4 2020 36.0 Total borrowings $ 40.5 |
Purchase Price Obligations
Purchase Price Obligations | 12 Months Ended |
Dec. 31, 2016 | |
Purchase Price Obligations | 11. Purchase Price Obligations Changes in the fair value of purchase price obligations were as follows: Fair value, January 1, 2016 (1) $ 8.8 Fair value of acquisition liabilities paid (2) (7.6 ) Fair value of consideration issued 4.1 Change in fair value (3) (2.3 ) Fair value, December 31, 2016 (4) $ 3.0 (1) Includes $1.8 million to be paid in cash, $6.5 million to be settled in common stock and $0.5 million that may be settled, at our option, in either cash or an equivalent amount of common stock based upon their then-current market value, if certain performance criteria had been met. (2) Includes $1.0 million settled in cash and $6.6 million settled in common stock. (3) Change in fair value includes a $2.5 million reduction due to a change in assumptions utilized in the calculation of purchase price obligations and not meeting applicable thresholds. (4) Includes $0.9 million to be paid in cash, $0.6 million to be settled in common stock and $1.5 million that may be settled, at our option, in either cash or an equivalent amount of common stock based upon their then-current market value, if certain performance criteria had been met. The following table presents quantitative information about Level 3 fair value measurements as of December 31, 2016: Fair Value Valuation Technique Unobservable Inputs Earnout liabilities $ 2.4 Income approach Discount rate – 19.5% Stock distribution price floor 0.6 Monte Carlo simulation Volatility – 60% Risk free rate – 1.2% Dividend yield – 0% Fair value $ 3.0 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies | 12. Commitments and Contingencies Leases The future minimum payment obligations as of December 31, 2016 for operating leases are as follows: Minimum 2017 $ 2.3 2018 2.1 2019 1.9 2020 1.7 2021 1.0 Thereafter 1.4 Total future payment obligations $ 10.4 Other Matters |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity | 13. Stockholders’ Equity Common Stock On March 10, 2016, we filed a certificate of amendment to our Amended and Restated Certificate of Incorporation, as amended, to effect the Split, that became effective for trading purposes on March 11, 2016. The number of authorized shares and the par value of our common stock remained unchanged following the Split. 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 Certificate of Incorporation to increase the authorized shares of common stock from 20,000,000 to 35,000,000. The changes in issued and outstanding common stock during the years ended December 31, 2016, 2015 and 2014 were as follows: Shares Balance at January 1, 2014 8,209,521 Shares issued for stock-based compensation 71,800 Shares issued for contingent consideration and acquisition 260,100 Shares issued in public offering (1) 800,000 Conversion of preferred stock to common stock (2) 3,630,017 Balance at December 31, 2014 12,971,438 Shares issued for stock-based compensation 142,556 Shares issued in private placement offering (3) 869,600 Shares issued for contingent consideration and acquisition 1,980,909 Balance at December 31, 2015 15,964,503 Shares issued for stock-based compensation 310,959 Shares issued for contingent consideration and acquisition 1,254,137 Shares issued in public offering (4) 3,191,250 Shares issued in private placement offering (5) 172,413 Balance at December 31, 2016 20,893,262 (1) Underwritten public offering of our common stock at an offering price of $12.50 per share. Net proceeds of the offering were $8.6 million, which were used for general corporate purposes. (2) Exchange of all outstanding preferred stock, including accrued but unpaid dividends. (3) Shares sold in a private placement to one of our distributors. Net proceeds were used for general corporate purposes. (4) Underwritten public offering of our common stock at an offering price of $5.25 per share. Net proceeds of the offering were $15.2 million, which were used to fund the cash portion of the TNT acquisition (see Note 3), pay down bank debt, and for general corporate purposes. (5) Shares sold for $1.0 million in a private placement to one of our distributors. Net proceeds were used for general corporate purposes. At December 31, 2016, 8,670,386 shares, or 42% of our outstanding shares, were owned by RVL and its affiliates. Preferred Stock We are authorized to issue up to 5,000,000 shares of preferred stock. On December 1, 2014, all outstanding shares of preferred stock were converted into common stock (the “Preferred Stock Exchange”). As such, there were no shares of preferred stock outstanding at both December 31, 2016 and 2015. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes | 14. Income Taxes As of December 31, 2016, we had approximately $61.0 million of net operating loss carry forwards and amortization related to intangible assets related to acquisitions that can be used to offset our income for federal and state tax purposes, which expire between 2020 and 2036. Utilization of net operating loss carryforwards is dependent on generating future taxable income of the appropriate type and in the appropriate jurisdiction. In addition, as a result of transactions consummated during 2012 and 2013, including the issuance of common and preferred stock and the acquisitions of Seesmart and Relume, substantially all of our net operating loss carryforwards since December 31, 2013 are subject to limitations imposed by Section 382 of the Internal Revenue Code. During 2013, we performed an evaluation of the Section 382 limitations on the use of net operating loss carryforwards and adjusted them accordingly. We have recognized a full valuation allowance related to our remaining net deferred tax assets, including the remaining net operating loss carryforwards. Components of deferred tax assets (liabilities) are as follows: December 31, 2016 2015 Accounts receivable $ 0.5 $ 0.4 Inventories 1.0 1.3 Stock options 2.2 1.4 Accrued liabilities 2.3 0.8 Net operating loss carryforwards 9.8 11.1 Total deferred tax assets 15.8 15.0 Depreciation (0.2 ) (0.1 ) Intangible assets (9.0 ) (9.8 ) Total deferred tax liabilities (9.2 ) (9.9 ) Valuation allowance (6.6 ) (5.1 ) Net deferred tax asset (liability) $ — $ — In accordance with ASC 740, valuation allowances are provided against deferred tax assets if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. For the year ended December 31, 2016, we recorded a provision for income taxes of less than $0.1 million related to AMT taxes as the deferred tax benefits of the net losses were offset by a corresponding increase in the deferred tax valuation allowance. The following is a reconciliation of tax computed at the statutory federal rate to the income tax expense in the statements of operations for the years ended December 31, 2016, 2015, and 2014: December 31, 2016 2015 2014 Amount % Amount % Amount % Tax benefit at statutory federal rate $ (0.3 ) (34.0 ) $ (0.8 ) (34.0 ) $ (4.0 ) (34.0 ) Change in valuation allowance 1.5 178.8 0.4 16.2 5.0 42.5 Non-deductible 0.5 57.0 1.1 45.0 0.2 1.4 Adjustment to net operating loss carryforwards — — (0.5 ) (21.1 ) (0.1 ) (1.0 ) Tax benefit of acquisition — — — — (6.6 ) (55.8 ) Other adjustments (1.7 ) (201.8 ) (0.2 ) (6.1 ) (1.1 ) (8.9 ) Income tax benefit $ — — $ — — $ (6.6 ) (55.8 ) |
Loss per Share
Loss per Share | 12 Months Ended |
Dec. 31, 2016 | |
Loss per Share | 15. Loss per Share The computation of basic and diluted net loss per share for the periods indicated is as follows: Year Ended December 31, 2016 2015 2016 Numerator: Net loss $ (0.5 ) $ (2.4 ) $ (12.8 ) Denominator: Weighted-average common shares (in thousands) – basic and diluted 19,034 14,930 9,216 Basic and diluted net loss per share $ (0.03 ) $ (0.16 ) $ (1.39 ) At December 31, 2016, 2015 and 2014, we were contingently obligated to pay $3.0 million, $8.8 million and $12.4 million, respectively, related to prior acquisitions. Included in the computation of basic net loss per share for the years ended December 31, 2016, 2015 and 2014 were 53,335, 292,967 and 803,583 potentially dilutive shares, respectively, representing $0.6 million, $6.5 million and $11.7 million, respectively, of the total contingent obligation related to shares we unconditionally agreed to issue. Additionally, we were contingently obligated to pay $0.8 million, $0.5 million and $0.7 million, which may be settled, at our option, in either cash or an equivalent amount of common shares based upon their then-current market value, if certain performance criteria had been met. The equivalent amount of common shares have been excluded from the computation of diluted net loss per share for the years ended December 31, 2016, 2015 and 2015, as they were antidilutive. At December 31, 2016, 2015 and 2014, 27,828, 31,483 and 41,438 outstanding options, respectively, with an average exercise price of $44.76, $43.64 and $42.90, respectively, were not recognized in the diluted earnings per share calculation as they were antidilutive. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Stock-Based Compensation | 16. Stock-Based Compensation The 2003 Plan On September 18, 2003, we adopted a stock option plan (the “2003 Plan”) that provided for the grant of incentive stock options and nonqualified stock options. The option price of incentive stock options were required to be at least 100% of market value at the date of the grant. Incentive stock options had a maximum term of 10 years. Options granted typically vested ratably over a three-year period or were based on achievement of performance criteria. We granted selected executives and other key employees share option awards, whose vesting was contingent upon meeting various departmental and company-wide performance goals including meeting sales targets and net profit targets. In March 2009, we amended the 2003 Plan to extend the post-service termination exercise period of non-statutory The following table presents a summary of activity for the year ended December 31, 2016: Number of Weighted Weighted Outstanding, January 1, 2016 31,483 $ 43.64 3.77 Expired (3,655 ) 44.64 Outstanding and expected to vest, December 31, 2016 27,828 $ 44.76 3.01 Exercisable, December 31, 2016 27,162 $ 45.12 2.91 During the years ended December 31, 2016 and 2015, no options were issued. During the year ended December 31, 2014, we granted 5,250 options at a weighted average grant date fair value of $30.20. We issue new shares upon the exercise of options. Options outstanding at December 31, 2016 had no intrinsic value. At December 31, 2016, unrecognized compensation expense related to options, adjusted for estimated forfeitures was less than $0.1 million, which is expected to be recognized over a weighted-average period of one year. The 2013 Plan Under our 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 our common stock may be issued to officers, employees, non-employee non-qualified non-employees Restricted Shares During the year ended December 31, 2016, we granted restricted shares to Aston Capital, LLC (“Aston”) (see Note 18) and eligible directors who serve on the Board of Directors, which vest ratably over a three-year period. These awards are classified as liability awards, and are remeasured to fair value at each reporting date and upon vesting. The following table presents a summary of activity for the year ended December 31, 2016: Number of Weighted Average Outstanding, January 1, 2016 134,633 $ 19.36 Granted 327,508 6.25 Vested (79,454 ) 15.78 Forfeited (22,382 ) 18.91 Outstanding and expected to vest, December 31, 2016 360,305 $ 7.32 At December 31, 2016, there was $1.8 million of unrecognized compensation expense related to nonvested restricted shares, which is expected to be recognized over a weighted-average period of 2.8 years. During the years ended December 31, 2016, 2015 and 2014, we granted 327,508, 110,350 and 84,800 shares, respectively, at a weighted average grant date fair value of $6.25, $13.30 and $30.00, respectively. The total fair value of restricted shares that vested during the years ended December 31, 2016, 2015 and 2014 was $1.3 million, $1.5 million and $1.5 million, respectively. Restricted Share Units During the year ended December 31, 2016, we granted restricted share units to employees which vest ratably over a three-year period. These awards are classified as equity awards, and are accounted for using the fair value established at the grant date. The following table presents a summary of activity for the year ended December 31, 2016: Number of Weighted Average Outstanding, January 1, 2016 — $ — Granted 138,350 6.98 Vested (5,833 ) 10.00 Outstanding and expected to vest, December 31, 2016 132,517 $ 6.84 At December 31, 2016, there was $0.9 million of unrecognized compensation expense related to nonvested restricted share units, which is expected to be recognized over a weighted-average period of 2.0 years. The total fair value of restricted shares that vested during the year ended December 31, 2016 was less than $0.1 million. |
Defined Contribution Benefit Pl
Defined Contribution Benefit Plan | 12 Months Ended |
Dec. 31, 2016 | |
Defined Contribution Benefit Plan | 17. Defined Contribution Benefit Plan We have established a profit sharing plan that permits participants to make contributions by salary reduction pursuant to Section 401(k) of the Internal Revenue Code of 1986, as amended, and we match these contributions up to a predefined threshold. During the years ended December 31, 2016, 2015 and 2014, compensation expense associated with our matching contribution was $0.3 million, $0.2 million and $0.1 million, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions | 18. Related Party Transactions Chairman, Chief Executive Officer and President In April 2015, our Chairman, Chief Executive Officer, and President guaranteed $5.0 million of borrowings under our Revolving Credit Facility, increasing our borrowing base by that amount. In April 2016, our Chairman, Chief Executive Officer, and President guaranteed an additional $2.0 million of borrowings under our Revolving Credit Facility, increasing our borrowing base by that amount. On January 26, 2017, we entered into an amended Revolving Credit Facility. Our Chairman, Chief Executive Officer, and President guaranteed $7.0 million of borrowings under our amended Revolving Credit Facility, increasing our borrowing base by that amount. See Note 10. In May 2016, our Chairman, Chief Executive Officer, and President provided irrevocable letters of credit to support $1 million of the TNT acquisition. In February 2017, our Chairman, Chief Executive Officer, and President provided irrevocable letters of credit to support the additional $1.0 million of the TNT acquisition notes (see Note 10). RVL In August 2015, RVL provided an irrevocable letter of credit to support the $10 million Energy Source acquisition notes. See Note 10. On January 26, 2017, we repaid the Energy Source acquisition notes using proceeds from the amended Revolving Credit Facility, and the related guarantee provided by RVL was terminated. Aston Capital On April 1, 2016, we entered into a $2.6 million amended and restated promissory note with Aston, which bears interest at 9% annually and matures on April 1, 2019, which can be prepaid at our option. At December 31, 2016 and 2015, we had accrued interest of $0.2 million and $0.4 million, respectively. For the years ended December 31, 2016, 2015 and 2014, we recorded interest expense of $0.2 million, $0.2 million and $0.8 million, respectively, related to financing agreements with Aston. On January 5, 2017, we ratified a management services agreement with Aston (the “Management Agreement”) to memorialize certain management services that Aston has been providing to us since RVL acquired majority control of our voting securities in September 2012. Pursuant to the Management Agreement, Aston provides consulting services in connection with financing matters, budgeting, strategic planning and business development, including, without limitation, assisting us in (i) analyzing the operations and historical performance of target companies; (ii) analyzing and evaluating the transactions with such target companies; (iii) conducting financial, business and operational due diligence, and (iv) evaluating related structuring and other matters. In addition, two of the Aston members hold executive positions in Revolution, and receive no compensation. Aston did not receive an award of restricted stock in 2015. On May 12, 2016, we granted 250,000 shares of restricted stock to Aston, which vest in three annual installments on May 12, 2017, 2018, and 2019. 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 November 30, 2016, Aston provided a $1.5 million bridge advance, which bore interest annually at 9%, until the amended Revolving Credit Facility was finalized. Such amounts were repaid to Aston on January 26, 2017 using proceeds from the amended Revolving Credit Facility. Our corporate headquarters utilizes space in Stamford, Connecticut, which is also occupied by affiliates of our Chairman and Chief Executive Officer. During each of the years ended December 31, 2016, 2015 and 2014, we paid Aston $0.3 million, representing our proportionate share of the space under the underlying lease. |
Segment, Geographic and Concent
Segment, Geographic and Concentration Information | 12 Months Ended |
Dec. 31, 2016 | |
Segment, Geographic and Concentration Information | 19. Segment, Geographic and Concentration Information Our operations consist of one reportable segment for financial reporting purposes, Lighting Products and Solutions (principally LED fixtures and lamps), for which financial information is available and which is utilized on a regular basis by our Chief Executive Officer, who is our chief operating decision maker (“CODM”), to assess performance. Revenue by geographic location, based on location of customers, were as follows: Year Ended December 31, 2016 2015 2014 United States $ 172.0 $ 129.3 $ 74.8 Canada 0.1 0.3 1.8 Other — 0.1 0.2 Revenue $ 172.1 $ 129.7 $ 76.8 Net long-lived assets by geographic location were as follows: Year Ended December 31, 2016 2015 United States $ 117.4 $ 105.0 Other — 0.1 Long-lived assets $ 117.4 $ 105.1 A portion of our LEDs and LED lighting products and systems are manufactured by select contract manufacturers. While we believe alternative manufacturers for the production of these products are available, we have selected these particular manufacturers based on their ability to consistently produce these products per our specifications ensuring the best quality product at the most cost effective price. We depend on these manufacturers to satisfy performance and quality specifications and to dedicate sufficient production capacity for finished products within scheduled delivery times. Accordingly, the loss of one or more of these manufacturers or delays in obtaining shipments could have a material adverse effect on our operations until such time as an alternative manufacturer could be found. |
Quarterly Results of Operations
Quarterly Results of Operations (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Results of Operations (Unaudited) | 20. Quarterly Results of Operations (Unaudited): The following represents our unaudited quarterly results for the years ended December 31, 2016 and 2015. These quarterly results were prepared in conformity with GAAP and reflect all adjustments that are, in the opinion of management, fair and necessary for a fair statement of results, and were of a normal recurring nature. The 2016 and 2015 acquisitions are included in the quarterly consolidated results of operations from their respectively acquisition dates. Unaudited quarterly results for 2016: First Quarter Second Third Quarter Fourth Revenues $ 27.6 $ 43.1 $ 50.2 $ 51.2 Gross profit 9.1 13.3 15.9 17.6 Net income (loss) $ (2.6 ) $ (1.1 ) $ 1.6 $ 1.6 Basic and diluted income (loss) per common share $ (0.16 ) $ (0.06 ) $ 0.08 $ 0.08 Unaudited quarterly results for 2015: First Quarter Second Third Quarter Fourth Revenues $ 20.3 $ 27.3 $ 37.7 $ 44.4 Gross profit 7.2 9.0 12.2 14.9 Net income (loss) $ (2.0 ) $ (1.5 ) $ (0.3 ) $ 1.4 Basic and diluted income (loss) per common share $ (0.15 ) $ (0.10 ) $ (0.02 ) $ 0.09 The sum of the quarterly per share amounts may not equal the annual per share amounts due to relative changes in the weighted average number of shares used to calculated net income (loss) per share. |
The Company (Policies)
The Company (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Basis of presentation | Basis of presentation The consolidated financial statements included in this Form 10-K |
Use of estimates | Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to valuation of receivables and inventories, purchase price allocation of acquired businesses, impairment of goodwill, income taxes, and contingencies. Actual results could differ from those estimates. |
Stock Split | Stock Split On March 10, 2016, we filed a certificate of amendment to our Amended and Restated Certificate of Incorporation, as amended, to effect a 1-for-10 |
Liquidity and Capital Resources | Liquidity and Capital Resources Our liquidity as of December 31, 2016 and 2015 was $1.9 million and $2.8 million, respectively, which consisted of cash and cash equivalents of $0.9 million and $0.2 million, respectively, and additional borrowing capacity under the Revolving Credit Facility of $1.0 million and $2.6 million, respectively. On January 26, 2017, we amended the Revolving Credit Facility which enabled us to borrow up to $50.0 million on a revolving basis, based upon specified percentages of eligible receivables and inventory, which matures on January 26, 2020 (the “amended Revolving Credit Facility”). The amended Revolving Credit Facility had the effect of increasing our borrowing capacity by approximately $13.0 million. See Note 10. Historically, our significant shareholder, RVL 1 LLC (“RVL”), and its affiliates have been a significant source of financing, and they continue to support our operations. In May 2016, we 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, we raised an additional $1.0 million in a private placement of our common stock to one of our distributors. See Note 13. At December 31, 2016 and 2015, we had working capital of $51.3 million and $25.9 million, respectively. We believe we have adequate resources to meet our cash requirements for the foreseeable future. |
Business Acquisitions | Business Acquisitions Business acquisitions are accounted for using the acquisition method of accounting, which requires recording assets acquired and liabilities assumed at fair value of the acquisition date. Under the acquisition method of accounting, each tangible and separately identifiable intangible asset acquired and liability assumed is recorded based on their preliminary estimated fair values on the acquisition date. Acquisition related costs are expensed as incurred, and are included in “Acquisition, severance and transition costs” on the Consolidated Statements of Operations. See Note 3. |
Fair Value Measurements | Fair Value Measurement We measure fair value on a recurring basis utilizing valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs, to the extent possible, and consider counterparty credit risk in our assessment of fair value. The fair value hierarchy is as follows: Level 1 – Quoted prices in active markets for identical assets and liabilities; Level 2 – Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data; and, Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities Cash and cash equivalents, trade and unbilled contract receivables, inventories, other current assets, accounts payable, and accrued and other liabilities are classified as Level 1 as their carrying values approximate fair value since they are short term in nature and they are receivable or payable on demand. Based on the borrowing rates currently available for bank loans with similar terms and average maturities, the fair value of notes payable are equal to the carrying value. As such, notes payable are classified as Level 1. See Notes 10 and 18. We determine the fair value of certain purchase price obligations on a recurring basis. See Note 11. The estimated fair value of assets and liabilities acquired in business combinations as well as reporting units and long-lived assets used in the related asset impairment tests utilize inputs classified as Level 3 in the fair value hierarchy. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all investments with an original maturity of three months or less to be cash equivalents. We maintain cash and cash equivalents in bank accounts that may exceed federally insured limits. The financial institutions where our cash and cash equivalents are held are highly rated. We have not experienced any losses in such accounts, and believe we are not exposed to significant credit risk. |
Accounts Receivable | Accounts Receivable Accounts receivable are customer obligations due under normal trade terms. We perform periodic credit evaluations of our customers’ financial condition. We record an allowance for doubtful accounts based upon factors surrounding the credit risk of certain customers, and specifically identified amounts that we believe to be uncollectible. Recovery of bad debt amounts previously written off is recorded as a reduction of bad debt expense in the period the payment is collected. If our actual collection experience changes, revisions to our allowance may be required. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. See Note 4. |
Inventories | Inventories Inventories are stated at the lower of cost (first-in, first-out) |
Property and Equipment | Property and Equipment Property and equipment, net is stated at cost (or fair value, if acquired as part of a business combination) less accumulated depreciation, and is depreciated over its estimated useful life using the straight-line method as follows: Machinery and equipment 3-7 Furniture and fixtures 5-7 Computers and software 3-7 Motor vehicles 5 years Leasehold improvement Lesser of lease term or estimated useful life Maintenance and repairs are expensed as incurred. Upon retirement or sale, the cost and related accumulated depreciation are removed from the respective account, and any resulting gain or loss is recognized in the Consolidated Statements of Operations. See Note 6. |
Intangible Assets | Intangible Assets Intangible assets, net is stated at cost or fair value, if acquired as part of a business combination, less accumulated amortization, and is amortized over its estimated useful life using the straight-line method as follows: Patents and trade names 12-17 Customer relationships 10-15 Customer contracts and backlogs 1-3 Technology 10 years Favorable leases 10 years Non-compete 6 years Product certification and licensing costs 3 years We evaluate the recoverability of the carrying value of long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The long-lived asset is grouped with other assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. We assess whether the projected undiscounted cash flows of our long-lived assets are sufficient to recover the carrying amount of the asset group being assessed. If the undiscounted projected cash flows are less than the carrying value of the assets, we calculate an impairment by discounting the projected cash flows using our weighted-average cost of capital. The amount of the impairment of long-lived assets is written off against earnings in the period in which the impairment is determined. See Note 8. |
Goodwill | Goodwill Goodwill is not amortized, but is subject to annual impairment testing unless circumstances dictate more frequent assessments. We perform an annual impairment assessment for goodwill during the fourth quarter of each year or more frequently whenever changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. We have one reporting unit for goodwill impairment testing purposes. Goodwill impairment testing is a two-step As of October 1, 2016, we performed step one of the impairment testing, which indicated the fair value of our reporting unit exceeded the net carrying amount of the net assets of its reporting unit. Accordingly, step two was not required. |
Purchase Price Obligations | Purchase Price Obligations In connection with certain prior acquisitions, we are obligated to issue contingent consideration. We determine 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. On a quarterly basis, we reassess our current estimates of performance relative to the stated targets and adjust the liability to fair value. Any such adjustments are included in “Acquisition, severance and transition costs” in the Consolidated Statements of Operations. See Note 11. |
Contingencies | Contingencies In accordance with Accounting Standards Codification (“ASC”) 450, Contingencies |
Revenue Recognition | Revenue Recognition We recognize revenue from our product sales upon shipment or delivery to customers in accordance with the respective contractual arrangements, provided no significant obligations remain and collection is probable. For sales that include customer acceptance terms, revenue is recorded after customer acceptance at the applicable location. It is our policy that all sales are final. Requests for returns are reviewed on a case by case basis. As revenue is recorded, we accrue an estimated amount for product returns as a reduction of revenue. We recognize revenue from fixed-price and modified fixed-price contracts for turnkey energy conservation projects using the percentage-of-completion percentage-of-completion |
Sales Tax Revenue | Sales Tax Revenue We record sales tax revenue on a gross basis (included in both “Revenues” and “Cost of sales” in the Consolidated Statements of Operations). For the years ended December 31, 2016, 2015 and 2014, revenues from sales taxes were $5.2 million, $4.5 million and $2.7, respectively. |
Shipping and Handling | Shipping and Handling Shipping and handling costs related to the acquisition of goods from vendors are included in cost of sales. |
Research and Development | Research and Development Research and development costs to develop new products, which consist of salaries, contractor fees, building cost, utilities, administrative expenses and allocations of corporate costs, are charged to expense as incurred. |
Advertising Expense | Advertising Expense Advertising costs, included in “Other selling, general and administrative” on the Consolidated Statements of Operations are expensed when the advertising first takes place. We promote our product lines through print media and trade shows, including trade publications and promotional brochures. Advertising expense were $0.2 million, $0.3 million and $0.3 million for the years ended December 31, 2016, 2015 and 2014, respectively. |
Income taxes | Income taxes Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes resulting from temporary differences. Such temporary differences result from differences in the carrying value of assets and liabilities for tax and financial reporting purposes. The deferred tax assets and liabilities represent the future tax consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. We applied the provisions of ASC 740, Income Taxes We evaluate the adequacy of the valuation allowance quarterly and, if our 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. See Note 14. |
Loss per Share | Loss per Share Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted average common shares outstanding for the period. Diluted loss per share is computed giving effect to all potentially dilutive common shares. Potentially dilutive common shares consist of incremental shares issuable upon the exercise of stock options and vesting of restricted shares and the conversion of outstanding convertible securities. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation. See Note 15. 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 common stock (the “Preferred Stock Exchange”). The Preferred Stock Exchange was accounted for under ASC 260-10-S99-2, Earnings per Share |
Stock-Based Compensation | Stock-Based Compensation Restricted Stock and Restricted Stock Unit Awards (Equity) Restricted Stock Awards (Liability) non-employee Equity-Based Payments to Non-Employees re-measured Option Awards |
Recent accounting pronouncements | Recent accounting pronouncements In April 2015, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2015-03, Simplifying the Presentation of Debt Issuance Costs 2015-15, Line-of-Credit line-of-credit In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments In February 2016, the FASB issued ASU 2016-02, Leases right-of-use In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers percentage-of-completion In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments,” In January 2017, the FASB issued ASU 2017-01, Business Combinations: Clarifying the Definition of a Business In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment |
Significant Accounting Polici29
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Estimated Useful Lives of Property and Equipment | Property and equipment, net is stated at cost (or fair value, if acquired as part of a business combination) less accumulated depreciation, and is depreciated over its estimated useful life using the straight-line method as follows: Machinery and equipment 3-7 Furniture and fixtures 5-7 Computers and software 3-7 Motor vehicles 5 years Leasehold improvement Lesser of lease term or estimated useful life |
Estimated Useful Life of Intangible Assets | Intangible assets, net is stated at cost or fair value, if acquired as part of a business combination, less accumulated amortization, and is amortized over its estimated useful life using the straight-line method as follows: Patents and trade names 12-17 Customer relationships 10-15 Customer contracts and backlogs 1-3 Technology 10 years Favorable leases 10 years Non-compete 6 years Product certification and licensing costs 3 years |
Acquisitions of Businesses an30
Acquisitions of Businesses and Other Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Energy Source | |
Purchase Price Allocation | Consideration: Cash paid (1) $ 10.0 Common stock issued 9.7 Promissory notes (2) 10.0 Contingent consideration (3) 1.8 Total Consideration $ 31.5 Fair Value of Assets Acquired and Liabilities Assumed: Working capital, net $ 1.4 Goodwill (4) 21.3 Intangible assets (5) 8.8 Net Assets $ 31.5 (1) The cash payment funded through the issuance of common stock to a third-party investor for $10.0 million. (2) The promissory notes are supported by an irrevocable letter of credit from RVL (see Note 18). (3) Contingent consideration is based on projected EBITDA during 2015, 2016 and 2017, and was capped at 10% of EBITDA based on the original agreement. (4) Goodwill is expected to be deductible for income tax purposes. (5) The acquired intangible assets are being amortized consistent with the period the underlying cash flows are generated. |
TNT | |
Purchase Price Allocation | Consideration: Cash paid (1) $ 8.6 Promissory note 2.0 Contingent consideration (2) 4.1 Net Assets $ 14.7 Fair Value of Assets Acquired and Liabilities Assumed: Working capital, net $ 1.0 Goodwill (3) 7.8 Intangible assets (4) 5.9 Net Assets $ 14.7 (1) Includes the prepayment of a working capital adjustment of $0.6 million. The cash payment was funded through the common stock offering (see Note 13). (2) Contingent consideration is based on expected revenue and adjusted EBITDA, and was capped at $5.0 million based on the original agreement. (3) Since our initial valuation on the date of the acquisition, we recorded a $1.6 million increase to goodwill related to adjustments in working capital. Goodwill is expected to be deductible for income tax purposes. (4) The acquired intangible assets are being amortized consistent with the period the underlying cash flows are generated (see Note 8). |
Accounts Receivable, Net of A31
Accounts Receivable, Net of Allowance for Doubtful Accounts (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounts Receivable, Net of Allowance for Doubtful Accounts | Accounts receivable, net of allowance for doubtful accounts, consisted of the following: Year Ended December 31, 2016 2015 2014 Trade receivables $ 54.7 $ 42.1 $ 23.9 Allowance for doubtful accounts (1.4 ) (1.0 ) (0.1 ) Accounts receivable, net of allowance for doubtful accounts $ 53.3 $ 41.1 $ 23.8 |
Inventories, Net (Tables)
Inventories, Net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Components of Inventories | Inventories, which are primarily purchased from third parties, consisted of the following: December 31, 2016 2015 Raw materials $ 2.4 $ 3.8 Finished goods 26.1 20.3 Total 28.5 24.1 Less: Provision for obsolescence (1.8 ) (2.0 ) Inventories, net $ 26.7 $ 22.1 |
Activity Related to Inventory Reserves | Activity related to inventory reserves was as follows: Year Ended December 31, 2016 2015 2014 Inventory reserve, January 1 $ 2.0 $ 1.7 $ 1.7 Additions 0.1 1.1 0.2 Write-offs (0.3 ) (0.8 ) (0.2 ) Inventory reserve, December 31 $ 1.8 $ 2.0 $ 1.7 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property and Equipment, Net of Accumulated Depreciation | Property and equipment, net of accumulated depreciation, consisted of the following: December 31, 2016 2015 Total property and equipment $ 3.2 $ 2.7 Less accumulated depreciation (1.7 ) (1.5 ) Property and equipment, net $ 1.5 $ 1.2 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Changes in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill were as follows: Year Ended December 31, 2016 2015 Goodwill, January 1 $ 64.3 $ 43.0 Acquisitions (1) 7.8 21.3 Goodwill, December 31 $ 72.1 $ 64.3 (1) Reflects the effects of the TNT acquisition during 2016 ($7.8 million) and the Energy Source acquisition during 2015 ($21.3 million). See Note 3. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Intangible Assets | Intangible assets consisted of the following: December 31, 2016 December 31, 2015 Gross Accumulated Net Carrying Gross Accumulated Net Carrying Customer relationships and product supply agreements $ 35.0 $ (7.9 ) $ 27.1 $ 28.9 $ (4.5 ) $ 24.4 Trademarks/Trade Names 17.6 (3.4 ) 14.2 15.0 (2.9 ) 12.1 Technology 2.0 (0.6 ) 1.4 2.0 (0.3 ) 1.7 Non-compete 1.4 (0.7 ) 0.7 1.1 (0.4 ) 0.7 Customer contracts and backlog 3.3 (3.1 ) 0.2 4.8 (4.5 ) 0.3 Other 0.6 (0.4 ) 0.2 0.7 (0.3 ) 0.4 Intangible assets $ 59.9 $ (16.1 ) $ 43.8 $ 52.5 $ (12.9 ) $ 39.6 |
Accrued and Other Current Lia36
Accrued and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accrued and Other Current Liabilities | Accrued and other current liabilities consisted of the following: December 31, 2016 2015 Compensation, benefits and commissions $ 4.4 $ 3.5 Accruals and other current liabilities 6.1 5.2 Accrued and other current liabilities $ 10.5 $ 8.7 |
Financings (Tables)
Financings (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes payable | Notes payable consisted of the following: December 31, 2016 2015 Energy Source acquisition notes $ 10.0 $ 10.0 Value Lighting acquisition note 2.4 2.8 TNT acquisition notes 2.0 — Total notes payable $ 14.4 $ 12.8 Less: Notes payable—current (2.4 ) (10.4 ) Notes payable—noncurrent $ 12.0 $ 2.4 |
Maturities of Borrowings | At December 31, 2016, the schedule maturities of our borrowings were as follows: Total Notes Payable 2017 $ 2.4 2018 1.7 2019 0.4 2020 36.0 Total borrowings $ 40.5 |
Purchase Price Obligations (Tab
Purchase Price Obligations (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Remeasurement Based on Significant Inputs Not Observable, Level 3 Measurement | Changes in the fair value of purchase price obligations were as follows: Fair value, January 1, 2016 (1) $ 8.8 Fair value of acquisition liabilities paid (2) (7.6 ) Fair value of consideration issued 4.1 Change in fair value (3) (2.3 ) Fair value, December 31, 2016 (4) $ 3.0 (1) Includes $1.8 million to be paid in cash, $6.5 million to be settled in common stock and $0.5 million that may be settled, at our option, in either cash or an equivalent amount of common stock based upon their then-current market value, if certain performance criteria had been met. (2) Includes $1.0 million settled in cash and $6.6 million settled in common stock. (3) Change in fair value includes a $2.5 million reduction due to a change in assumptions utilized in the calculation of purchase price obligations and not meeting applicable thresholds. (4) Includes $0.9 million to be paid in cash, $0.6 million to be settled in common stock and $1.5 million that may be settled, at our option, in either cash or an equivalent amount of common stock based upon their then-current market value, if certain performance criteria had been met. |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques | The following table presents quantitative information about Level 3 fair value measurements as of December 31, 2016: Fair Value Valuation Technique Unobservable Inputs Earnout liabilities $ 2.4 Income approach Discount rate – 19.5% Stock distribution price floor 0.6 Monte Carlo simulation Volatility – 60% Risk free rate – 1.2% Dividend yield – 0% Fair value $ 3.0 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Future Minimum Payment Obligation for Operating Leases | The future minimum payment obligations as of December 31, 2016 for operating leases are as follows: Minimum 2017 $ 2.3 2018 2.1 2019 1.9 2020 1.7 2021 1.0 Thereafter 1.4 Total future payment obligations $ 10.4 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Changes in Issued and Outstanding Common Stock | The changes in issued and outstanding common stock during the years ended December 31, 2016, 2015 and 2014 were as follows: Shares Balance at January 1, 2014 8,209,521 Shares issued for stock-based compensation 71,800 Shares issued for contingent consideration and acquisition 260,100 Shares issued in public offering (1) 800,000 Conversion of preferred stock to common stock (2) 3,630,017 Balance at December 31, 2014 12,971,438 Shares issued for stock-based compensation 142,556 Shares issued in private placement offering (3) 869,600 Shares issued for contingent consideration and acquisition 1,980,909 Balance at December 31, 2015 15,964,503 Shares issued for stock-based compensation 310,959 Shares issued for contingent consideration and acquisition 1,254,137 Shares issued in public offering (4) 3,191,250 Shares issued in private placement offering (5) 172,413 Balance at December 31, 2016 20,893,262 (1) Underwritten public offering of our common stock at an offering price of $12.50 per share. Net proceeds of the offering were $8.6 million, which were used for general corporate purposes. (2) Exchange of all outstanding preferred stock, including accrued but unpaid dividends. (3) Shares sold in a private placement to one of our distributors. Net proceeds were used for general corporate purposes. (4) Underwritten public offering of our common stock at an offering price of $5.25 per share. Net proceeds of the offering were $15.2 million, which were used to fund the cash portion of the TNT acquisition (see Note 3), pay down bank debt, and for general corporate purposes. (5) Shares sold for $1.0 million in a private placement to one of our distributors. Net proceeds were used for general corporate purposes. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Components of Deferred Tax Assets and Liabilities | Components of deferred tax assets (liabilities) are as follows: December 31, 2016 2015 Accounts receivable $ 0.5 $ 0.4 Inventories 1.0 1.3 Stock options 2.2 1.4 Accrued liabilities 2.3 0.8 Net operating loss carryforwards 9.8 11.1 Total deferred tax assets 15.8 15.0 Depreciation (0.2 ) (0.1 ) Intangible assets (9.0 ) (9.8 ) Total deferred tax liabilities (9.2 ) (9.9 ) Valuation allowance (6.6 ) (5.1 ) Net deferred tax asset (liability) $ — $ — |
Reconciliation of Tax Computed at Statutory Rate to Income Tax Expenses | The following is a reconciliation of tax computed at the statutory federal rate to the income tax expense in the statements of operations for the years ended December 31, 2016, 2015, and 2014: December 31, 2016 2015 2014 Amount % Amount % Amount % Tax benefit at statutory federal rate $ (0.3 ) (34.0 ) $ (0.8 ) (34.0 ) $ (4.0 ) (34.0 ) Change in valuation allowance 1.5 178.8 0.4 16.2 5.0 42.5 Non-deductible 0.5 57.0 1.1 45.0 0.2 1.4 Adjustment to net operating loss carryforwards — — (0.5 ) (21.1 ) (0.1 ) (1.0 ) Tax benefit of acquisition — — — — (6.6 ) (55.8 ) Other adjustments (1.7 ) (201.8 ) (0.2 ) (6.1 ) (1.1 ) (8.9 ) Income tax benefit $ — — $ — — $ (6.6 ) (55.8 ) |
Loss per Share (Tables)
Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Computation of Basic and Diluted Loss Per Share | The computation of basic and diluted net loss per share for the periods indicated is as follows: Year Ended December 31, 2016 2015 2016 Numerator: Net loss $ (0.5 ) $ (2.4 ) $ (12.8 ) Denominator: Weighted-average common shares (in thousands) – basic and diluted 19,034 14,930 9,216 Basic and diluted net loss per share $ (0.03 ) $ (0.16 ) $ (1.39 ) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Stock Option Activity | The following table presents a summary of activity for the year ended December 31, 2016: Number of Weighted Weighted Outstanding, January 1, 2016 31,483 $ 43.64 3.77 Expired (3,655 ) 44.64 Outstanding and expected to vest, December 31, 2016 27,828 $ 44.76 3.01 Exercisable, December 31, 2016 27,162 $ 45.12 2.91 |
Summary of Restricted Shares Activity | The following table presents a summary of activity for the year ended December 31, 2016: Number of Weighted Average Outstanding, January 1, 2016 134,633 $ 19.36 Granted 327,508 6.25 Vested (79,454 ) 15.78 Forfeited (22,382 ) 18.91 Outstanding and expected to vest, December 31, 2016 360,305 $ 7.32 |
Summary of Restricted Share Units Activity | The following table presents a summary of activity for the year ended December 31, 2016: Number of Weighted Average Outstanding, January 1, 2016 — $ — Granted 138,350 6.98 Vested (5,833 ) 10.00 Outstanding and expected to vest, December 31, 2016 132,517 $ 6.84 |
Segment, Geographic and Conce44
Segment, Geographic and Concentration Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Revenue by Geographical Location | Revenue by geographic location, based on location of customers, were as follows: Year Ended December 31, 2016 2015 2014 United States $ 172.0 $ 129.3 $ 74.8 Canada 0.1 0.3 1.8 Other — 0.1 0.2 Revenue $ 172.1 $ 129.7 $ 76.8 |
Net Long-Lived Asses by Geographical Location | Net long-lived assets by geographic location were as follows: Year Ended December 31, 2016 2015 United States $ 117.4 $ 105.0 Other — 0.1 Long-lived assets $ 117.4 $ 105.1 |
Quarterly Results of Operatio45
Quarterly Results of Operations (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Information (Unaudited) | Unaudited quarterly results for 2016: First Quarter Second Third Quarter Fourth Revenues $ 27.6 $ 43.1 $ 50.2 $ 51.2 Gross profit 9.1 13.3 15.9 17.6 Net income (loss) $ (2.6 ) $ (1.1 ) $ 1.6 $ 1.6 Basic and diluted income (loss) per common share $ (0.16 ) $ (0.06 ) $ 0.08 $ 0.08 Unaudited quarterly results for 2015: First Quarter Second Third Quarter Fourth Revenues $ 20.3 $ 27.3 $ 37.7 $ 44.4 Gross profit 7.2 9.0 12.2 14.9 Net income (loss) $ (2.0 ) $ (1.5 ) $ (0.3 ) $ 1.4 Basic and diluted income (loss) per common share $ (0.15 ) $ (0.10 ) $ (0.02 ) $ 0.09 |
The Company - Additional Inform
The Company - Additional Information (Detail) | Jan. 26, 2017USD ($) | Mar. 11, 2016 | Jun. 30, 2016USD ($) | May 31, 2016USD ($) | Dec. 31, 2016USD ($)Segment | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) |
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Number of reportable segments | Segment | 1 | |||||||
Reverse stock split | 0.1 | |||||||
Liquidity | $ 1,900,000 | $ 2,800,000 | ||||||
Cash and cash equivalents | 883,000 | 219,000 | $ 6,033,000 | $ 1,757,000 | ||||
Additional borrowing capacity under the Revolving Credit Facility | 1,000,000 | 2,600,000 | ||||||
Line of credit facility, maximum borrowing amount | $ 27,000,000 | |||||||
Line of credit facility, maturity date | Oct. 4, 2017 | |||||||
Issuance of common stock, net of issuance fees | $ 15,200,000 | $ 16,192,000 | 8,960,000 | $ 8,614,000 | ||||
Issuance of common stock in a private placement | $ 1,000,000 | 1,000,000 | ||||||
Working capital | $ 51,300,000 | $ 25,900,000 | ||||||
Subsequent Event | ||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Increase in maximum borrowing capacity | $ 13,000,000 | |||||||
Line of credit facility, maximum borrowing amount | $ 50,000,000 | |||||||
Line of credit facility, maturity date | Jan. 26, 2020 |
Significant Accounting Polici47
Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 01, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Summary Of Significant Accounting Policies [Line Items] | ||||
Maturity of temporary cash investments | 3 months | |||
Revenue from sales taxes | $ 5,200 | $ 4,500 | $ 2,700 | |
Advertisement Expenses | $ 200 | $ 300 | 300 | |
Deemed distribution on exchange of preferred stock | $ 5,301 | |||
Convertible stock, Conversion of preferred stock | 36,300,171 |
Estimated Useful Lives of Prope
Estimated Useful Lives of Property and Equipment (Detail) | 12 Months Ended |
Dec. 31, 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 |
Estimated Useful Life of Intang
Estimated Useful Life of Intangible Assets (Detail) | 12 Months Ended |
Dec. 31, 2016 | |
Patents And Trade Names | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, estimated useful life | 12 years |
Patents And Trade Names | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, estimated useful life | 17 years |
Customer Relationships | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, estimated useful life | 10 years |
Customer Relationships | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, estimated useful life | 15 years |
Customer Contracts and back log | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, estimated useful life | 1 year |
Customer Contracts and back log | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, estimated useful life | 3 years |
Technology | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, estimated useful life | 10 years |
Favorable lease | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, estimated useful life | 10 years |
Non- compete agreement | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, estimated useful life | 6 years |
Product certification and licensing costs | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, estimated useful life | 3 years |
Acquisitions of Businesses an50
Acquisitions of Businesses and Other Intangibles - Additional Information (Detail) $ in Millions | Sep. 01, 2016USD ($)shares | Feb. 05, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | May 06, 2016USD ($)Location | Mar. 01, 2016USD ($) | Sep. 01, 2015USD ($) | |
Business Acquisition [Line Items] | ||||||||||
Business acquisition consideration payable | $ 3 | $ 3 | $ 8.8 | $ 12.4 | ||||||
Revenue | 178 | 163.4 | ||||||||
Operating income | 2.7 | 0.2 | ||||||||
Net income (loss) | 0.2 | (1.7) | ||||||||
Amortization of intangible assets | 5.2 | 4 | $ 5.2 | |||||||
Revenue from the date of acquisition | 16.3 | |||||||||
Net income from the date of acquisition | 2.9 | |||||||||
Backlog | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amortization of intangible assets | $ 3.3 | $ 2.6 | ||||||||
TNT | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of municipalities covered | Location | 120 | |||||||||
Business acquisition consideration payable | [1] | $ 4.1 | ||||||||
Revenue from the date of acquisition | 17.5 | |||||||||
Net income from the date of acquisition | $ 1.6 | |||||||||
DPI Management | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business acquisition cash consideration payment | $ 0.1 | |||||||||
Business acquisition, number of shares issued | shares | 17,544 | |||||||||
Business acquisition, number of shares issued value | $ 0.1 | |||||||||
DPI Management | Paid in Cash in 2015 | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business acquisition consideration payable | $ 0.2 | |||||||||
DPI Management | Paid in Cash in 2016 | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business acquisition consideration payable | $ 0.2 | |||||||||
[1] | Contingent consideration is based on expected revenue and adjusted EBITDA, and was capped at $5.0 million based on the original agreement. |
Purchase Price Allocation (Deta
Purchase Price Allocation (Detail) - USD ($) $ in Thousands | May 06, 2016 | Aug. 05, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Consideration: | ||||||
Cash paid | $ 1,015 | |||||
Contingent consideration | 3,000 | $ 8,800 | $ 12,400 | |||
Fair Value of Assets Acquired and Liabilities Assumed: | ||||||
Goodwill | $ 72,074 | $ 64,267 | $ 43,000 | |||
TNT | ||||||
Consideration: | ||||||
Cash paid | [1] | $ 8,600 | ||||
Promissory note | 2,000 | |||||
Contingent consideration | [2] | 4,100 | ||||
Total Consideration | 14,700 | |||||
Fair Value of Assets Acquired and Liabilities Assumed: | ||||||
Working capital, net | 1,000 | |||||
Goodwill | [3] | 7,800 | ||||
Intangible assets | [4] | 5,900 | ||||
Net Assets | $ 14,700 | |||||
Energy Source | ||||||
Consideration: | ||||||
Cash paid | [5] | $ 10,000 | ||||
Promissory note | [6] | 10,000 | ||||
Contingent consideration | [7] | 1,800 | ||||
Total Consideration | 31,500 | |||||
Fair Value of Assets Acquired and Liabilities Assumed: | ||||||
Working capital, net | 1,400 | |||||
Goodwill | [8] | 21,300 | ||||
Intangible assets | [9] | 8,800 | ||||
Net Assets | 31,500 | |||||
Energy Source | Common Stock | ||||||
Consideration: | ||||||
Common stock issued | $ 9,700 | |||||
[1] | Includes the prepayment of a working capital adjustment of $0.6 million. The cash payment was funded through the common stock offering (see Note 13). | |||||
[2] | Contingent consideration is based on expected revenue and adjusted EBITDA, and was capped at $5.0 million based on the original agreement. | |||||
[3] | Since our initial valuation on the date of the acquisition, we recorded a $1.6 million increase to goodwill related to adjustments in working capital. Goodwill is expected to be deductible for income tax purposes. | |||||
[4] | The acquired intangible assets are being amortized consistent with the period the underlying cash flows are generated (see Note 8). | |||||
[5] | The cash payment funded through the issuance of common stock to a third-party investor for $10.0 million. | |||||
[6] | The promissory notes are supported by an irrevocable letter of credit from RVL (see Note 18). | |||||
[7] | Contingent consideration is based on projected EBITDA during 2015, 2016 and 2017, and was capped at 10% of EBITDA based on the original agreement. | |||||
[8] | Goodwill is expected to be deductible for income tax purposes. | |||||
[9] | The acquired intangible assets are being amortized consistent with the period the underlying cash flows are generated. |
Purchase Price Allocation (Pare
Purchase Price Allocation (Parenthetical) (Detail) - USD ($) $ in Millions | May 06, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | May 01, 2016 | Aug. 05, 2015 |
Business Acquisition [Line Items] | ||||||
Contingent consideration | $ 5 | |||||
Contingent consideration as percentage of projected EBITDA | 10.00% | 10.00% | ||||
TNT | ||||||
Business Acquisition [Line Items] | ||||||
Working capital adjustment | $ 0.6 | |||||
Increase in goodwill related to adjustments in working capital | $ 1.6 | |||||
Energy Source | Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, number of shares issued value | $ 10 | |||||
Scenario, forecast | ||||||
Business Acquisition [Line Items] | ||||||
Contingent consideration as percentage of projected EBITDA | 10.00% |
Accounts Receivable, Net of A53
Accounts Receivable, Net of Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Trade receivables | $ 54,700 | $ 42,100 | $ 23,900 |
Allowance for doubtful accounts | (1,400) | (1,000) | (100) |
Accounts receivable, net of allowance for doubtful accounts | $ 53,347 | $ 41,132 | $ 23,779 |
Accounts Receivable, Net of A54
Accounts Receivable, Net of Allowance for Doubtful Accounts - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Other selling, general and administrative | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Write-offs and other adjustments | $ 1.5 | $ 1.3 | $ 0.4 |
Components of Inventories (Deta
Components of Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Inventory [Line Items] | ||||
Raw materials | $ 2,400 | $ 3,800 | ||
Finished goods | 26,100 | 20,300 | ||
Total | 28,500 | 24,100 | ||
Less: Provision for obsolescence | (1,800) | (2,000) | $ (1,700) | $ (1,700) |
Inventories, net | $ 26,678 | $ 22,135 |
Activity Related to Inventory R
Activity Related to Inventory Reserves (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Inventory [Line Items] | |||
Inventory reserve, January 1 | $ 2 | $ 1.7 | $ 1.7 |
Additions | 0.1 | 1.1 | 0.2 |
Write-offs | (0.3) | (0.8) | (0.2) |
Inventory reserve, December 31 | $ 1.8 | $ 2 | $ 1.7 |
Property and Equipment, Net of
Property and Equipment, Net of Accumulated Depreciation (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 3,200 | $ 2,700 |
Less accumulated depreciation | (1,700) | (1,500) |
Property and equipment, net | $ 1,474 | $ 1,247 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 389 | $ 550 | $ 495 |
Changes in Carrying Amount of G
Changes in Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Goodwill [Line Items] | |||
Goodwill, Beginning Balance | $ 64,267 | $ 43,000 | |
Acquisitions | [1] | 7,800 | 21,300 |
Goodwill, Ending Balance | $ 72,074 | $ 64,267 | |
[1] | Reflects the effects of the TNT acquisition during 2016 ($7.8 million) and the Energy Source acquisition during 2015 ($21.3 million). See Note 3. |
Changes in Carrying Amount of60
Changes in Carrying Amount of Goodwill (Parenthetical) (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Goodwill [Line Items] | |||
Business acquisition | [1] | $ 7.8 | $ 21.3 |
TNT | |||
Goodwill [Line Items] | |||
Business acquisition | $ 7.8 | ||
Energy Source | |||
Goodwill [Line Items] | |||
Business acquisition | $ 21.3 | ||
[1] | Reflects the effects of the TNT acquisition during 2016 ($7.8 million) and the Energy Source acquisition during 2015 ($21.3 million). See Note 3. |
Intangible Assets (Detail)
Intangible Assets (Detail) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Cost | $ 59,900,000 | $ 52,500,000 |
Accumulated Amortization | (16,100,000) | (12,900,000) |
Net Carrying Amount | 43,809,000 | 39,595,000 |
Customer Contracts and back log | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Cost | 3,300,000 | 4,800,000 |
Accumulated Amortization | (3,100,000) | (4,500,000) |
Net Carrying Amount | 200,000 | 300,000 |
Customer relationships and product supply agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Cost | 35,000,000 | 28,900,000 |
Accumulated Amortization | (7,900,000) | (4,500,000) |
Net Carrying Amount | 27,100,000 | 24,400,000 |
Non- compete agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Cost | 1,400,000 | 1,100,000 |
Accumulated Amortization | (700,000) | (400,000) |
Net Carrying Amount | 700,000 | 700,000 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Cost | 2,000,000 | 2,000,000 |
Accumulated Amortization | (600,000) | (300,000) |
Net Carrying Amount | 1,400,000 | 1,700,000 |
Trademarks / Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Cost | 17,600,000 | 15,000,000 |
Accumulated Amortization | (3,400,000) | (2,900,000) |
Net Carrying Amount | 14,200,000 | 12,100,000 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Cost | 600,000 | 700,000 |
Accumulated Amortization | (400,000) | (300,000) |
Net Carrying Amount | $ 200,000 | $ 400,000 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions | May 06, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 5.2 | $ 4 | $ 5.2 | |
Estimated future amortization expense of intangible assets, 2017 | 5.5 | |||
Estimated future amortization expense of intangible assets, 2018 | 5.3 | |||
Estimated future amortization expense of intangible assets, 2019 | 4.5 | |||
Estimated future amortization expense of intangible assets, 2020 | 3.9 | |||
Estimated future amortization expense of intangible assets, 2021 | 3.7 | |||
Estimated future amortization expense of intangible assets, thereafter | 20.9 | |||
Customer relationships and product supply agreements | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Channel distribution agreement | $ 3.5 | |||
TNT | Customer relationships and product supply agreements | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets acquired | $ 2.9 | |||
TNT | Trademarks / Trade Names | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets acquired | 2.5 | |||
TNT | Non- compete agreement | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets acquired | 0.3 | |||
TNT | Customer Contracts and back log | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets acquired | $ 0.2 |
Accrued and Other Current Lia63
Accrued and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Payables And Accruals [Line Items] | ||
Compensation, benefits and commissions | $ 4,400 | $ 3,500 |
Accruals and other current liabilities | 6,100 | 5,200 |
Accrued and other current liabilities | $ 10,541 | $ 8,717 |
Financings - Additional Informa
Financings - Additional Information (Detail) - USD ($) | Jan. 26, 2017 | Feb. 28, 2017 | Jul. 31, 2016 | Aug. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | May 31, 2016 | Apr. 30, 2015 |
Financing Activities and Borrowing Arrangements [Line Items] | |||||||||
Line of credit facility, maximum borrowing amount | $ 27,000,000 | ||||||||
Line of credit facility, maturity date | Oct. 4, 2017 | ||||||||
Guaranteed borrowing capacity | $ 7,000,000 | $ 5,000,000 | |||||||
Guaranteed additional borrowing capacity | 7,000,000 | ||||||||
Revolving credit facility | 25,993,000 | $ 22,026,000 | |||||||
Interest Expenses | $ 900,000 | $ 700,000 | $ 200,000 | ||||||
Weighted average interest rate | 3.95% | 3.65% | |||||||
Notes payable, current | $ 2,360,000 | $ 10,360,000 | |||||||
Notes payable | $ 14,400,000 | 12,800,000 | |||||||
London Interbank Offered Rate (LIBOR) | |||||||||
Financing Activities and Borrowing Arrangements [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 3.00% | ||||||||
Base Rate | |||||||||
Financing Activities and Borrowing Arrangements [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 2.00% | ||||||||
Subsequent Event | |||||||||
Financing Activities and Borrowing Arrangements [Line Items] | |||||||||
Line of credit facility, maximum borrowing amount | $ 50,000,000 | ||||||||
Line of credit facility, maturity date | Jan. 26, 2020 | ||||||||
Guaranteed borrowing capacity | $ 7,000,000 | ||||||||
Subsequent Event | London Interbank Offered Rate (LIBOR) | |||||||||
Financing Activities and Borrowing Arrangements [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 2.75% | ||||||||
Subsequent Event | Base Rate | |||||||||
Financing Activities and Borrowing Arrangements [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 1.75% | ||||||||
Value Lighting | |||||||||
Financing Activities and Borrowing Arrangements [Line Items] | |||||||||
Debt refinance amount | $ 3,700,000 | ||||||||
Value Lighting | Debt Instrument Due in Twenty Eighteen November Twenty Two | |||||||||
Financing Activities and Borrowing Arrangements [Line Items] | |||||||||
Debt instrument maturity date | Nov. 22, 2018 | ||||||||
Lump sum payment | $ 1,400,000 | ||||||||
Energy Source | |||||||||
Financing Activities and Borrowing Arrangements [Line Items] | |||||||||
Accrued interest | 300,000 | 200,000 | |||||||
Interest Expenses | 600,000 | $ 200,000 | |||||||
Energy Source | Subsequent Event | |||||||||
Financing Activities and Borrowing Arrangements [Line Items] | |||||||||
Repayment of notes | $ 400,000 | ||||||||
Energy Source | Promissory notes | |||||||||
Financing Activities and Borrowing Arrangements [Line Items] | |||||||||
Notes payable, current | $ 10,000,000 | ||||||||
Debt instrument, interest rate | 7.00% | 5.00% | |||||||
Debt instrument maturity date | Jan. 20, 2017 | Jul. 20, 2016 | |||||||
TNT | |||||||||
Financing Activities and Borrowing Arrangements [Line Items] | |||||||||
Debt instrument, interest rate | 5.00% | ||||||||
Notes payable | $ 2,000,000 | ||||||||
TNT | Maximum | |||||||||
Financing Activities and Borrowing Arrangements [Line Items] | |||||||||
Accrued interest | 100,000 | ||||||||
Interest Expenses | $ 100,000 | ||||||||
TNT | Irrevocable Letter of Credit | |||||||||
Financing Activities and Borrowing Arrangements [Line Items] | |||||||||
Notes payable | 1,000,000 | ||||||||
TNT | Subsequent Event | |||||||||
Financing Activities and Borrowing Arrangements [Line Items] | |||||||||
Debt instrument maturity date | Nov. 6, 2017 | ||||||||
TNT | Subsequent Event | Irrevocable Letter of Credit | |||||||||
Financing Activities and Borrowing Arrangements [Line Items] | |||||||||
Notes payable | $ 1,000,000 | ||||||||
TNT | Debt Instrument Due in Twenty Seventeen April Twenty First | |||||||||
Financing Activities and Borrowing Arrangements [Line Items] | |||||||||
Debt instrument maturity date | Apr. 21, 2017 | ||||||||
Notes payable | 1,000,000 | ||||||||
TNT | Debt Instrument Due in Twenty Seventeen November Six | |||||||||
Financing Activities and Borrowing Arrangements [Line Items] | |||||||||
Debt instrument maturity date | Nov. 6, 2017 | ||||||||
Notes payable | $ 1,000,000 |
Notes payable (Detail)
Notes payable (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Line of Credit Facility [Line Items] | ||
Notes payable | $ 14,400 | $ 12,800 |
Less: Notes payable-current | (2,360) | (10,360) |
Notes payable-noncurrent | 12,066 | 2,426 |
Energy Source | ||
Line of Credit Facility [Line Items] | ||
Notes payable | 10,000 | 10,000 |
Value Lighting | ||
Line of Credit Facility [Line Items] | ||
Notes payable | 2,400 | $ 2,800 |
TNT | ||
Line of Credit Facility [Line Items] | ||
Notes payable | $ 2,000 |
Maturities of Borrowings (Detai
Maturities of Borrowings (Detail) $ in Millions | Dec. 31, 2016USD ($) |
Long Term Debt Maturities Repayments Of Principal [Line Items] | |
2,017 | $ 2.4 |
2,018 | 1.7 |
2,019 | 0.4 |
2,020 | 36 |
Total borrowings | $ 40.5 |
Fair Value Remeasurement Based
Fair Value Remeasurement Based on Significant Inputs Not Observable (Detail) $ in Millions | 12 Months Ended | |
Dec. 31, 2016USD ($) | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value, beginning balance | $ 8.8 | [1] |
Fair value of acquisition liabilities paid | (7.6) | [2] |
Fair value of consideration issued | 4.1 | |
Change in fair value | (2.3) | [3] |
Fair value, ending balance | $ 3 | [4] |
[1] | Includes $1.8 million to be paid in cash, $6.5 million to be settled in common stock and $0.5 million that may be settled, at our option, in either cash or an equivalent amount of common stock based upon their then-current market value, if certain performance criteria had been met. | |
[2] | Includes $1.0 million settled in cash and $6.6 million settled in common stock. | |
[3] | Change in fair value includes a $2.5 million reduction due to a change in assumptions utilized in the calculation of purchase price obligations and not meeting applicable thresholds. | |
[4] | Includes $0.9 million to be paid in cash, $0.6 million to be settled in common stock and $1.5 million that may be settled, at our option, in either cash or an equivalent amount of common stock based upon their then-current market value, if certain performance criteria had been met. |
Fair Value Remeasurement Base68
Fair Value Remeasurement Based on Significant Inputs Not Observable (Parenthetical) (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value of liabilities settlements | [1] | $ 7.6 | |
Reduction in assumptions utilized in the calculation of purchase price obligations | 2.5 | ||
Cash | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value of liabilities settlements | 0.9 | $ 1.8 | |
Cash | Business Acquisition Liabilities | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value of liabilities settlements | 1 | ||
Common Stock | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value of liabilities settlements | 0.6 | 6.5 | |
Common Stock | Business Acquisition Liabilities | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value of liabilities settlements | 6.6 | ||
Cash and Cash Equivalents | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value of liabilities settlements | $ 1.5 | $ 0.5 | |
[1] | Includes $1.0 million settled in cash and $6.6 million settled in common stock. |
Quantitative Information About
Quantitative Information About Level 3 Fair Value Measurements (Detail) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | [2] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||
Fair value | $ 3 | [1] | $ 8.8 | |
Earn Out Liability | ||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||
Fair value | $ 2.4 | |||
Valuation Technique | Income approach | |||
Discount rate | 19.50% | |||
Stock Distribution | ||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||
Fair value | $ 0.6 | |||
Valuation Technique | Monte Carlo simulation | |||
Volatility | 60.00% | |||
Risk-free interest rate | 1.20% | |||
Dividend yield | 0.00% | |||
[1] | Includes $0.9 million to be paid in cash, $0.6 million to be settled in common stock and $1.5 million that may be settled, at our option, in either cash or an equivalent amount of common stock based upon their then-current market value, if certain performance criteria had been met. | |||
[2] | Includes $1.8 million to be paid in cash, $6.5 million to be settled in common stock and $0.5 million that may be settled, at our option, in either cash or an equivalent amount of common stock based upon their then-current market value, if certain performance criteria had been met. |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Line Items] | |||
Rent expense related to operating leases | $ 2.3 | $ 2 | $ 1 |
Maximum | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Payment required under certain channel distribution agreement upon revenue target achieved | $ 1 |
Future Minimum Payment Obligati
Future Minimum Payment Obligations for Operating Leases (Detail) $ in Millions | Dec. 31, 2016USD ($) |
Leases Future Minimum Payments [Line Items] | |
2,017 | $ 2.3 |
2,018 | 2.1 |
2,019 | 1.9 |
2,020 | 1.7 |
2,021 | 1 |
Thereafter | 1.4 |
Total future payment obligations | $ 10.4 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - shares | 9 Months Ended | |||
Dec. 31, 2016 | May 12, 2016 | Dec. 31, 2015 | May 11, 2015 | |
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 35,000,000 | 35,000,000 | 200,000,000 | 20,000,000 |
Common stock, outstanding | 20,893,000 | 15,964,000 | ||
Preferred stock authorized to issue | 5,000,000 | |||
Preferred stock, shares outstanding | 0 | 0 | ||
RVL One Limited Liability Company | ||||
Class of Stock [Line Items] | ||||
Common stock, outstanding | 8,670,386 | |||
Common stock share outstanding owned | 42.00% |
Schedule of Changes in Common S
Schedule of Changes in Common Stock Outstanding (Detail) - Common Stock - shares | 12 Months Ended | ||||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||||
Class of Stock [Line Items] | |||||||
Beginning Balance | 15,964,503 | 12,971,438 | 8,209,521 | ||||
Shares issued for stock-based compensation | 310,959 | 142,556 | 71,800 | ||||
Shares issued for contingent consideration and acquisition | 1,254,137 | 1,980,909 | 260,100 | ||||
Conversion of preferred stock to common stock | [1] | 3,630,017 | |||||
Ending Balance | 20,893,262 | 15,964,503 | 12,971,438 | ||||
IPO | |||||||
Class of Stock [Line Items] | |||||||
Shares issued in offering | 3,191,250 | [2] | 800,000 | [3] | |||
Private Placement | |||||||
Class of Stock [Line Items] | |||||||
Shares issued in offering | 172,413 | [4] | 869,600 | [5] | |||
[1] | Exchange of all outstanding preferred stock, including accrued but unpaid dividends. | ||||||
[2] | Underwritten public offering of our common stock at an offering price of $5.25 per share. Net proceeds of the offering were $15.2 million, which were used to fund the cash portion of the TNT acquisition (see Note 3), pay down bank debt, and for general corporate purposes. | ||||||
[3] | Underwritten public offering of our common stock at an offering price of $12.50 per share. Net proceeds of the offering were $8.6 million, which were used for general corporate purposes. | ||||||
[4] | Shares sold for $1.0 million in a private placement to one of our distributors. Net proceeds were used for general corporate purposes. | ||||||
[5] | Shares sold in a private placement to one of our distributors. Net proceeds were used for general corporate purposes. |
Schedule of Changes in Common74
Schedule of Changes in Common Stock Outstanding (Parenthetical) (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2016 | May 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Class of Stock [Line Items] | |||||
Offering price of common stock | $ 5.25 | $ 12.50 | |||
Issuance of common stock, net of issuance fees | $ 15,200 | $ 16,192 | $ 8,960 | $ 8,614 | |
Issuance of common stock in a private placement | $ 1,000 | $ 1,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Income Taxes [Line Items] | |
Net operating loss carryforwards expiration period | Expire between 2020 and 2036 |
Maximum | |
Income Taxes [Line Items] | |
Provision for income taxes related to alternative minimum tax | $ 0.1 |
Federal and State | |
Income Taxes [Line Items] | |
Net operating loss carryforwards | $ 61 |
Components of Deferred Tax Asse
Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Deferred Tax Assets and Liabilities [Line Items] | ||
Accounts receivable | $ 0.5 | $ 0.4 |
Inventories | 1 | 1.3 |
Stock options | 2.2 | 1.4 |
Accrued liabilities | 2.3 | 0.8 |
Net operating loss carryforwards | 9.8 | 11.1 |
Total deferred tax assets | 15.8 | 15 |
Depreciation | (0.2) | (0.1) |
Intangible assets | (9) | (9.8) |
Total deferred tax liabilities | (9.2) | (9.9) |
Valuation allowance | (6.6) | (5.1) |
Net deferred tax asset (liability) | $ 0 | $ 0 |
Reconciliation of Tax Computed
Reconciliation of Tax Computed at Statutory Federal Rate to Income Tax Expense in Statements of Operations (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of Effective Tax Rate Reconciliation [Line Items] | |||
Tax benefit at statutory federal rate | $ (0.3) | $ (0.8) | $ (4) |
Change in valuation allowance | 1.5 | 0.4 | 5 |
Non-deductible expenses | 0.5 | 1.1 | 0.2 |
Adjustment to net operating loss carryforwards | (0.5) | (0.1) | |
Tax benefit of acquisition | (6.6) | ||
Other adjustments | $ (1.7) | $ (0.2) | (1.1) |
Income tax benefit | $ (6.6) | ||
Tax benefit at statutory federal rate | (34.00%) | (34.00%) | (34.00%) |
Change in valuation allowance | 178.80% | 16.20% | 42.50% |
Non-deductible expenses | 57.00% | 45.00% | 1.40% |
Adjustment to net operating loss carryforwards | (21.10%) | (1.00%) | |
Tax benefit of acquisition | (55.80%) | ||
Other adjustments | (201.80%) | (6.10%) | (8.90%) |
Income tax benefit | (55.80%) |
Computation of Basic and Dilute
Computation of Basic and Diluted Loss Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Numerator: | |||||||||||
Net loss | $ (522) | $ (2,382) | $ (12,845) | ||||||||
Denominator: | |||||||||||
Weighted-average common shares (in thousands) - basic and diluted | 19,034 | 14,930 | 9,216 | ||||||||
Basic and diluted net loss per share | $ 0.08 | $ 0.08 | $ (0.06) | $ (0.16) | $ 0.09 | $ (0.02) | $ (0.10) | $ (0.15) | $ (0.03) | $ (0.16) | $ (1.39) |
Loss Per Share - Additional Inf
Loss Per Share - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Contingent Consideration, Liability | $ 3 | $ 8.8 | $ 12.4 |
Potentially dilutive shares included in the computation of basic and diluted earnings per share | 53,335 | 292,967 | 803,583 |
Contingent payment of stock issued for acquisitions of businesses | $ 0.6 | $ 6.5 | $ 11.7 |
Contingent Consideration Cash Payments | $ 0.8 | $ 0.5 | $ 0.7 |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Antidilutive number of options outstanding | 27,828 | 31,483 | 41,438 |
Average exercise price | $ 44.76 | $ 43.64 | $ 42.90 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | May 31, 2013 | Sep. 18, 2003 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | May 12, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock, issued | 20,893,000 | 15,964,000 | ||||
Restricted Share Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock awards vesting periods | 3 years | |||||
weighted-average period | 2 years | |||||
Unrecognized compensation expense | $ 900,000 | |||||
Number of Restricted Shares, Shares Granted | 138,350 | |||||
Weighted Average Grant Date Fair Value Per Share, Shares Granted | $ 6.98 | |||||
Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock awards vesting periods | 3 years | |||||
weighted-average period | 2 years 9 months 18 days | |||||
Unrecognized compensation expense | $ 1,800,000 | |||||
Number of Restricted Shares, Shares Granted | 327,508 | 110,350 | 84,800 | |||
Weighted Average Grant Date Fair Value Per Share, Shares Granted | $ 6.25 | $ 13.30 | $ 30 | |||
Restricted shares vested, fair value | $ 1,300,000 | $ 1,500,000 | $ 1,500,000 | |||
Maximum | Restricted Share Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted shares vested, fair value | $ 100,000 | |||||
2013 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock awards vesting periods | 3 years | |||||
Common stock, issued | 1,100,000 | 500,000 | ||||
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] | ||||||
Stock awards vesting periods | 3 years | |||||
Options, issued | 0 | 0 | 5,250 | |||
Options, weighted average grant date fair value | $ 30.20 | |||||
Options outstanding, intrinsic value | $ 0 | |||||
Unrecognized compensation expense | $ 100,000 | |||||
2003 Plan | Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
weighted-average period | 1 year | |||||
2003 Plan | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock options exercise price, percentage | 100.00% | |||||
2003 Plan | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Grant Expiration Date | 10 years |
Summary of Stock Option Activit
Summary of Stock Option Activity (Detail) - 2003 Plan - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Option, Beginning Balance | 31,483 | |
Number of Option, Expired | (3,655) | |
Number of Option, Ending Balance | 27,828 | 31,483 |
Number of Option, Exercisable, December 31, 2016 | 27,162 | |
Weighted Average Exercise Price, Beginning Balance | $ 43.64 | |
Weighted Average Exercise Price, Expired | 44.64 | |
Weighted Average Exercise Price, Ending Balance | 44.76 | $ 43.64 |
Weighted Average Exercise Price, Exercisable, December 31, 2016 | $ 45.12 | |
Weighted Average Contractual Life, Beginning of Period | 3 years 4 days | 3 years 9 months 7 days |
Weighted Average Contractual Life, Exercisable, December 31, 2016 | 2 years 10 months 28 days |
Summary of Restricted Shares Ac
Summary of Restricted Shares Activity (Detail) - Restricted Stock - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares | |||
Number of Restricted Shares, Beginning Balance | 134,633 | ||
Number of Restricted Shares, Shares Granted | 327,508 | 110,350 | 84,800 |
Number of Restricted Shares, Shares Vested | (79,454) | ||
Number of Restricted Shares, Shares Forfeited | (22,382) | ||
Number of Restricted Shares, Ending Balance | 360,305 | 134,633 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value | |||
Weighted Average Grant Date Fair Value Per Share, Beginning Balance | $ 19.36 | ||
Weighted Average Grant Date Fair Value Per Share, Shares Granted | 6.25 | $ 13.30 | $ 30 |
Weighted Average Grant Date Fair Value Per Share, Shares Vested | 15.78 | ||
Weighted Average Grant Date Fair Value Per Share, Shares Forfeited | 18.91 | ||
Weighted Average Grant Date Fair Value Per Share, Ending Balance | $ 7.32 | $ 19.36 |
Summary of Restricted Share Uni
Summary of Restricted Share Units Activity (Detail) - Restricted Share Units | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares | |
Number of Restricted Shares, Shares Granted | shares | 138,350 |
Number of Restricted Shares, Shares Vested | shares | (5,833) |
Number of Restricted Shares, Ending Balance | shares | 132,517 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value | |
Weighted Average Grant Date Fair Value Per Share, Shares Granted | $ / shares | $ 6.98 |
Weighted Average Grant Date Fair Value Per Share, Shares Vested | $ / shares | 10 |
Weighted Average Grant Date Fair Value Per Share, Ending Balance | $ / shares | $ 6.84 |
Defined Contribution Benefit 84
Defined Contribution Benefit Plan - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Benefit plan related expenses | $ 0.3 | $ 0.2 | $ 0.1 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | Jan. 26, 2017USD ($) | Jan. 05, 2017USD ($)ExecutiveOfficers | Nov. 30, 2016USD ($) | May 12, 2016shares | Apr. 01, 2016USD ($) | Feb. 28, 2017USD ($) | Jul. 31, 2016 | Aug. 31, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | May 31, 2016USD ($) | Apr. 30, 2016USD ($) | Apr. 30, 2015USD ($) |
Related Party Transaction [Line Items] | ||||||||||||||
Guaranteed borrowing capacity | $ 7,000,000 | $ 5,000,000 | ||||||||||||
Line of credit facility sub limit additional borrowing capacity | $ 2,000,000 | |||||||||||||
Notes payable | 14,400,000 | $ 12,800,000 | ||||||||||||
Notes payable, current | $ 2,360,000 | 10,360,000 | ||||||||||||
Restricted Stock | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Stock awards vesting periods | 3 years | |||||||||||||
TNT | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Notes payable | $ 2,000,000 | |||||||||||||
TNT | Irrevocable Letter of Credit | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Notes payable | $ 1,000,000 | |||||||||||||
Energy Source | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Accrued interest | $ 300,000 | 200,000 | ||||||||||||
Interest Expenses | 600,000 | 200,000 | ||||||||||||
Aston Capital Limited Liability Company | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Bridge loan, amount | $ 1,500,000 | |||||||||||||
Annual payment for underlying lease | 300,000 | 300,000 | $ 300,000 | |||||||||||
Aston Capital Limited Liability Company | Bridge Loan | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Interest rate of debt | 9.00% | |||||||||||||
Aston Capital Limited Liability Company | Restricted Stock | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of shares authorized for grant | shares | 250,000 | |||||||||||||
Stock awards vesting periods | 3 years | |||||||||||||
Promissory notes | Energy Source | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Notes payable, current | $ 10,000,000 | |||||||||||||
Debt instrument maturity date | Jan. 20, 2017 | Jul. 20, 2016 | ||||||||||||
Amended and Restated Promissory Note | Aston Capital Limited Liability Company | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt instrument maturity date | Apr. 1, 2019 | |||||||||||||
Accrued interest | 200,000 | 400,000 | ||||||||||||
Interest Expenses | $ 200,000 | $ 200,000 | $ 800,000 | |||||||||||
Debt instrument amount | $ 2,600,000 | |||||||||||||
Interest rate of debt | 9.00% | |||||||||||||
Subsequent Event | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Guaranteed borrowing capacity | $ 7,000,000 | |||||||||||||
Subsequent Event | TNT | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt instrument maturity date | Nov. 6, 2017 | |||||||||||||
Subsequent Event | TNT | Irrevocable Letter of Credit | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Notes payable | $ 1,000,000 | |||||||||||||
Subsequent Event | Aston Capital Limited Liability Company | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of new executives | ExecutiveOfficers | 2 | |||||||||||||
Executive compensation cost | $ 0 | |||||||||||||
Subsequent Event | Aston Capital Limited Liability Company | Bridge Loan | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Repayment of debt | $ 1,500,000 |
Segment, Geographic and Conce86
Segment, Geographic and Concentration Information - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2016Segment | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | 1 |
Net Revenues by Geographic Loca
Net Revenues by Geographic Location (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $ 51,200 | $ 50,200 | $ 43,100 | $ 27,600 | $ 44,400 | $ 37,700 | $ 27,300 | $ 20,300 | $ 172,121 | $ 129,656 | $ 76,840 |
United States | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 172,000 | 129,300 | 74,800 | ||||||||
Canada | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $ 100 | 300 | 1,800 | ||||||||
Other | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $ 100 | $ 200 |
Net Long Lived Assets by Geogra
Net Long Lived Assets by Geographic Location (Detail) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Segment Reporting Information [Line Items] | ||
Non Current Assets | $ 117.4 | $ 105.1 |
United States | ||
Segment Reporting Information [Line Items] | ||
Non Current Assets | $ 117.4 | 105 |
Other | ||
Segment Reporting Information [Line Items] | ||
Non Current Assets | $ 0.1 |
Quarterly Information (Unaudite
Quarterly Information (Unaudited) (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information [Line Items] | |||||||||||
Revenues | $ 51,200 | $ 50,200 | $ 43,100 | $ 27,600 | $ 44,400 | $ 37,700 | $ 27,300 | $ 20,300 | $ 172,121 | $ 129,656 | $ 76,840 |
Gross profit | 17,600 | 15,900 | 13,300 | 9,100 | 14,900 | 12,200 | 9,000 | 7,200 | 55,871 | 43,290 | 24,223 |
Net income (loss) | $ 1,600 | $ 1,600 | $ (1,100) | $ (2,600) | $ 1,400 | $ (300) | $ (1,500) | $ (2,000) | $ (522) | $ (2,382) | $ (5,180) |
Basic and diluted income (loss) per common share | $ 0.08 | $ 0.08 | $ (0.06) | $ (0.16) | $ 0.09 | $ (0.02) | $ (0.10) | $ (0.15) | $ (0.03) | $ (0.16) | $ (1.39) |