Revolution Lighting (RVLT) 10-Q 26 Oct 17 2017 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Oct. 20, 2017
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q3
Trading Symbol	RVLT
Entity Registrant Name	Revolution Lighting Technologies, Inc.
Entity Central Index Key	917,523
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		21,266,825

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Current Assets
Cash and cash equivalents	$ 917	$ 883
Trade receivables, net of allowance for doubtful accounts	47,970	53,347
Unbilled contracts receivable	5,511	10,167
Inventories, net	33,638	26,678
Vendor deposits, prepaid expenses and other	12,087	8,363
Total current assets	100,123	99,438
Property and equipment, net	1,802	1,474
Goodwill	72,210	72,074
Intangible assets, net	39,821	43,809
Other assets, net	979	704
Total assets	214,935	217,499
Current Liabilities
Accounts payable	26,451	32,409
Accrued and other liabilities	11,636	10,541
Notes payable	2,360	2,360
Related party notes payable	1,000	1,500
Purchase price obligations	168	1,327
Total current liabilities	41,615	48,137
Revolving credit facility	40,659	25,993
Notes payable	1,796	12,066
Related party notes payable	9,565	2,565
Purchase price obligations		1,716
Other noncurrent liabilities	325	1,309
Total liabilities	93,960	91,786
Contingencies and Commitments
Stockholders' Equity
Common stock, par value $0.001 - 35,000 shares authorized and 21,262 shares issued and outstanding at September 30, 2017 and 35,000 shares authorized and 20,893 shares issued and outstanding at December 31, 2016	21	21
Additional paid-in-capital	204,351	200,887
Accumulated deficit	(83,397)	(75,195)
Total stockholders' equity	120,975	125,713
Total liabilities and stockholders' equity	$ 214,935	$ 217,499

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2017	Dec. 31, 2016
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	35,000,000	35,000,000
Common stock, issued	21,262,000	20,893,000
Common stock, outstanding	21,262,000	20,893,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Revenue	$ 43,084	$ 50,168	$ 117,029	$ 120,879
Cost of sales	29,207	34,302	78,830	82,615
Gross profit	13,877	15,866	38,199	38,264
Operating expenses:
Selling, general and administrative	11,018	10,556	31,476	27,430
Research and development	1,068	719	2,656	1,938
Amortization and depreciation	1,534	1,627	4,794	4,502
Acquisition, severance and transition costs	1,233	126	2,774	3,127
Stock-based compensation	601	462	2,197	1,485
Total operating expenses	15,454	13,490	43,897	38,482
Operating income (loss)	(1,577)	2,376	(5,698)	(218)
Interest expense and other charges	(943)	(747)	(2,504)	(1,896)
Net income (loss)	$ (2,520)	$ 1,629	$ (8,202)	$ (2,114)
Income (loss) per share, basic and diluted	$ (0.12)	$ 0.08	$ (0.39)	$ (0.11)
Weighted average shares outstanding, basic	20,936	20,491	20,766	18,519
Weighted average shares outstanding, diluted	20,936	21,143	20,766	18,519

Condensed Consolidated Stateme5

Condensed Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in-Capital	Accumulated Deficit
Beginning 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)
Stock-based compensation	2,475		2,475
Shares issued for contingent consideration	989		989
Net loss	(8,202)			(8,202)
Ending Balance at Sep. 30, 2017	$ 120,975	$ 21	$ 204,351	$ (83,397)

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Cash Flows from Operating Activities:
Net loss	$ (8,202)	$ (2,114)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization and depreciation	5,812	4,502
Stock-based compensation	2,197	1,485
Change in fair value of contingent consideration	(1,602)	(69)
Other noncash items affecting net income	(62)	181
Changes in operating assets and liabilities, net of the effect of the acquisition:
(Increase) decrease in trade receivables, net	5,377	(5,321)
(Increase) decrease in unbilled contracts receivable	4,656	(2,926)
(Increase) decrease in inventories, net	(6,960)	(1,722)
(Increase) decrease in Vendor deposits, prepaid expenses and other	(5,264)	(2,425)
Increase (decrease) in accounts payable and accrued liabilities	(5,569)	4,338
Net cash used in operating activities	(9,617)	(4,071)
Cash Flows from Investing Activities:
Payment of acquisition obligations	(284)	(1,015)
Purchase of property and equipment	(961)	(220)
Acquisition of business and other, net of cash acquired		(10,413)
Proceeds from the sale of assets		2
Net cash used in investing activities	(1,245)	(11,646)
Cash Flows from Financing Activities:
Net proceeds from revolving credit facility	14,666	3,487
Net proceeds from related party notes payable	7,000
Repayments of notes payable and short-term borrowings	(10,270)	(270)
Repayments of related party notes payable	(500)
Proceeds from issuance of common stock, net of issuance costs		16,192
Net cash provided by financing activities	10,896	19,409
Net increase in cash and cash equivalents	34	3,692
Cash and cash equivalents, beginning of period	883	219
Cash and cash equivalents, end of period	917	3,911
Non-cash investing and financing activities:
Issuance of common stock for contingent consideration	$ 989	6,434
Contingent consideration and other		$ 5,132

The Company

The Company	9 Months Ended
	Sep. 30, 2017
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 de s 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). Basis of presentation The accompanying condensed consolidated financial statements are unaudited, and have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission regarding interim financial reporting. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements, and should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K In the opinion of management, these accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) necessary to fairly state our financial position, results of operations, and cash flows as of and for the dates and periods presented. The unaudited condensed consolidated financial statements include the accounts of Revolution Lighting Technologies, Inc. and its wholly owned subsidiaries. Significant intercompany accounts and transactions have been eliminated in consolidation. 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 long-lived assets and goodwill, income taxes and contingencies. Actual results could differ from those estimates. The results of operations for the three and nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the full year ending on December 31, 2017, or for any other future period. Our business exhibits some seasonality, with net sales being affected by the impact of weather and seasonal demand on construction and installation programs, particularly during the winter months. Because of these seasonal factors, we have historically experienced increasing revenue as the year progresses. Sales Tax Revenue We record sales tax revenue on a gross basis (included in both “Revenue” and “Cost of sales” in the unaudited Condensed Consolidated Statements of Operations). Revenues from sales tax were $1.1 million and $1.5 million for the three months ended September 30, 2017 and 2016, respectively, and $3.0 million and $3.7 million for the nine months ended September 30, 2017 and 2016, respectively. Liquidity and Capital Resources 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. See Note 7. Our liquidity as of September 30, 2017 and December 31, 2016 was $8.6 million and $1.9 million, respectively, which consisted of cash and cash equivalents of $0.9 million in both periods, and additional borrowing capacity under the Revolving Credit Facility of $7.7 million and $1.0 million, respectively. 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. At September 30, 2017 and December 31, 2016, we had working capital of $58.5 million and $51.3 million, respectively. We believe we have adequate resources to meet our cash requirements for the foreseeable future. Recent accounting pronouncements In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-11, Simplifying the Measurement of Inventory 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 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 In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation: Scope of Modification Accounting

Accounts Receivable, Net of All

Accounts Receivable, Net of Allowance for Doubtful Accounts	9 Months Ended
	Sep. 30, 2017
Trade Accounts Receivable
Accounts Receivable, Net of Allowance for Doubtful Accounts	2. Accounts Receivable, Net of Allowance for Doubtful Accounts Accounts receivable, net of allowance for doubtful accounts, consisted of the following: September 30, December 31, 2017 2016 Trade receivables $ 48.4 $ 54.7 Allowance for doubtful accounts (0.4 ) (1.4 ) Accounts receivable, net of allowance for doubtful accounts $ 48.0 $ 53.3 Write-offs and other adjustments, which are recorded in “Other selling, general and administrative” in the unaudited Condensed Consolidated Statements of Operations, were $0.1 million for both the three months ended September 30, 2017 and 2016, and $0.5 million and $0.6 million for the nine months ended September 30, 2017 and 2016, respectively.

Inventories, Net

Inventories, Net	9 Months Ended
	Sep. 30, 2017
Inventories, Net	3. Inventories, Net Inventories, which are primarily purchased from third parties, consisted of the following: September 30, December 31, 2017 2016 Raw materials $ 2.5 $ 2.4 Finished goods, net 32.9 26.1 Total 35.4 28.5 Less: Provision for obsolescence (1.8 ) (1.8 ) Inventories, net $ 33.6 $ 26.7

Property and Equipment

Property and Equipment	9 Months Ended
	Sep. 30, 2017
Property and Equipment	4. Property and Equipment Property and equipment, net of accumulated depreciation, consisted of the following: September 30, December 31, 2017 2016 Total property and equipment $ 3.3 $ 3.2 Less accumulated depreciation (1.5 ) (1.7 ) Property and equipment, net $ 1.8 $ 1.5 Depreciation expense related to property and equipment, which was recorded in “Amortization and depreciation” in the unaudited Condensed Consolidated Statements of Operations, was $0.1 million for both the three months ended September 30, 2017 and 2016, and $0.4 million and $0.3 million for the nine months ended September 30, 2017 and 2016, respectively.

Intangible Assets

Intangible Assets	9 Months Ended
	Sep. 30, 2017
Intangible Assets	5. Intangible Assets Intangible assets consisted of the following: September 30, 2017 December 31, 2016 Gross Accumulated Net Carrying Gross Accumulated Net Carrying Customer relationships and product supply agreements $ 35.2 $ (10.7 ) $ 24.5 $ 35.0 $ (7.9 ) $ 27.1 Trademarks/Trade Names 17.6 (4.2 ) 13.4 17.6 (3.4 ) 14.2 Technology 2.0 (0.8 ) 1.2 2.0 (0.6 ) 1.4 Non-compete 1.4 (0.9 ) 0.5 1.4 (0.7 ) 0.7 Customer contracts and backlog 3.3 (3.3 ) — 3.3 (3.1 ) 0.2 Other 0.6 (0.4 ) 0.2 0.6 (0.4 ) 0.2 Intangible assets, net $ 60.1 $ (20.3 ) $ 39.8 $ 59.9 $ (16.1 ) $ 43.8 Amortization expense related to intangible assets, which was recorded in “Amortization and depreciation” on the unaudited Condensed Consolidated Statements of Operations, was $1.4 million and $1.4 million for the three months ended September 30, 2017 and 2016, respectively, and $4.2 million and $3.8 million for the nine months ended September 30, 2017 and 2016, respectively.

Accrued and Other Current Liabi

Accrued and Other Current Liabilities	9 Months Ended
	Sep. 30, 2017
Accrued and Other Current Liabilities	6. Accrued and Other Current Liabilities Accrued and other current liabilities consisted of the following: September 30, December 31, 2017 2016 Compensation, benefits and commissions $ 3.9 $ 4.4 Accruals and other liabilities 7.7 6.1 Accrued and other current liabilities $ 11.6 $ 10.5

Financings

Financings	9 Months Ended
	Sep. 30, 2017
Financings	7. Financings Revolving Credit Facility On January 26, 2017, we amended the 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 “Revolving Credit Facility”). Under the Revolving Credit Facility, the maximum applicable margin for LIBOR rate loans is 2.75%, and the maximum applicable margin for base rate loans is 1.75%. As of September 30, 2017, our Chairman, Chief Executive Officer and President had guaranteed $10.0 million of the borrowings under the Revolving Credit Facility (see Note 13). At September 30, 2017 and December 31, 2016, the balance outstanding on the Revolving Credit Facility was $40.7 million and $26.0 million, respectively. We recorded interest expense of $0.4 million and $0.2 million for the three months ended September 30, 2017 and 2016, respectively, and $1.3 million and $0.7 million for the nine months ended September 30, 2017 and 2016, respectively. In connection with obtaining the revolving credit facility, we incurred debt issuance costs, which are being amortized through the maturity date. At September 30, 2017 and December 31, 2016, we had $0.6 million and $0.2 million, respectively, of deferred debt issuance costs, which are recorded in “Other assets, net” in the Consolidated Balance Sheets. Amortization expense of deferred debt issuance costs was $0.1 million and less than $0.1 million for the three months ended September 30, 2017 and 2016, respectively, and $0.3 million and $0.2 million for the nine months ended September 30, 2017 and 2016, respectively. Notes Payable Notes payable consisted of the following: September 30, December 31, 2017 2016 Value Lighting acquisition note $ 2.2 $ 2.4 TNT acquisition notes 2.0 2.0 Energy Source acquisition notes — 10.0 Total notes payable 4.2 14.4 Less: Notes payable - current (2.4 ) (2.4 ) Notes payable - noncurrent $ 1.8 $ 12.0 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 is 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. In February 2017, the maturity date was extended to November 6, 2017 for all of the TNT promissory notes. Our Chairman, Chief Executive Officer, and President has provided irrevocable letters of credit to support the TNT acquisition notes (see Note 13). We recorded accrued interest of $0.1 million and less than $0.1 million at September 30, 2017 and December 31, 2016, respectively. We recorded interest expense of less than $0.1 million for both the three months ended September 30, 2016 and 2017, and $0.1 million and less than $0.1 million for the nine months ended September 30, 2017 and 2016, respectively. 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 were supported by an irrevocable letter of credit from RVL. In July 2016, the maturity date was extended to January 20, 2017, with an interest rate of 7%. 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. We recorded interest expense of $0.2 million for the three months ended September 30, 2016, and less than $0.1 million and $0.4 million for the nine months ended September 30, 2017 and 2016, respectively. Debt Maturities At September 30, 2017, the scheduled maturities of our borrowings were as follows: Total Notes Payable 2017 $ 2.1 2018 1.8 2019 0.3 2020 40.7 Total borrowings $ 44.9

Purchase Price Obligations

Purchase Price Obligations	9 Months Ended
	Sep. 30, 2017
Purchase Price Obligations	8. Purchase Price Obligations Changes in the fair value of purchase price obligations were as follows: Fair value, January 1, 2017 (1) $ 3.0 Fair value of acquisition liabilities paid (2) (1.2 ) Change in fair value (3) (1.6 ) Fair value, September 30, 2017 (4) $ 0.2 (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) Such acquisition liabilities were settled in common stock and cash. (3) Change in fair value includes a reduction due to a change in assumptions utilized in the calculation of purchase price obligations and not meeting applicable thresholds. (4) Includes $0.2 million to be settled in common stock. We determined the fair value of the purchase price obligation on a recurring basis using a Monte Carlo simulation. The fair value remeasurement is based on significant inputs not observable in the market and thus represent a Level 3 measurement. At September 30, 2017, we used the following assumptions in determining the purchase price obligations: volatility of 60%, risk free interest rate of 1.2% and dividend yield of 0%.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2017
Stockholders' Equity	9. Stockholders’ Equity Common Stock The changes in issued and outstanding common stock during the nine months ended September 30, 2017 were as follows: Shares Balance at January 1, 2017 20,893,262 Shares issued for stock-based compensation 195,365 Shares issued for contingent consideration 173,199 Balance at September 30, 2017 21,261,826 At September 30, 2017, 8,670,386 shares, or 41% 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. There were no shares of preferred stock outstanding at September 30, 2017.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2017
Income Taxes	10. Income Taxes We file income tax returns in the United States federal jurisdiction, as well as in various state jurisdictions. We did not record any current or deferred U.S. federal income tax provision or benefit during the nine months ended September 30, 2017 and 2016 because we have experienced operating losses since inception. We have recognized a full valuation allowance related to our net deferred tax assets, including substantial net operating loss carryforwards. As of September 30, 2017, we had approximately $61.0 million of net operating loss carryforwards and amortizable expenses related to acquisitions that can be used to offset our income for federal and state tax purposes.

Loss per Share

Loss per Share	9 Months Ended
	Sep. 30, 2017
Loss per Share	11. Loss per Share The computation of basic and diluted net income (loss) per share for the periods indicated is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Numerator: Net income (loss) $ (2.5 ) $ 1.6 $ (8.2 ) $ (2.1 ) Denominator: Weighted-average common shares (in thousands) - basic 20,936 20,491 20,766 18,519 Effect of restricted shares — 385 — — Effect of restricted share units — 11 — — Effect of contingent purchase price obligations — 256 — — Weighted-average common shares (in thousands) - diluted 20,936 21,143 20,766 18,519 Basic and diluted net income (loss) per share $ (0.12 ) $ 0.08 $ (0.39 ) $ (0.11 ) Included in the computation of basic net loss per share for the three and nine months ended September 30, 2017 and 2016 were 13,333 and 66,668 potentially dilutive shares, respectively. Additionally, at September 30, 2017 and 2016, we were contingently obligated to pay $0.2 million and $1.6 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 three and nine months ended September 30, 2017 and 2016, as they were antidilutive. At September 30, 2017 and 2016, 24,928 and 27,828 outstanding options, respectively, with an average exercise price of $44.45 and $44.76, respectively, were not recognized in the diluted earnings per share calculation as they were antidilutive.

Stock-Based Compensation

Stock-Based Compensation	9 Months Ended
	Sep. 30, 2017
Stock-Based Compensation	12. Stock-Based Compensation The 2003 Plan The following table presents a summary of activity for the nine months ended September 30, 2017: Number of Weighted Weighted Outstanding, January 1, 2017 27,828 $ 44.76 3.01 Expired (2,900 ) 47.40 Outstanding and expected to vest, September 30, 2017 24,928 $ 44.45 2.57 Exercisable, September 30, 2017 24,928 $ 44.45 2.57 During the nine months ended September 30, 2017, no options were issued. We issue new shares upon the exercise of options. Options outstanding at September 30, 2017 had no intrinsic value. At September 30, 2017, unrecognized compensation expense related to options was less than $0.1 million, which is expected to be recognized over a weighted-average period of one year. The 2013 Plan On May 2, 2017, our stockholders voted on a fourth amendment to the 2013 Plan (the “2013 Plan”) to increase the number of shares that may be issued to officers, employees, non-employee Restricted Shares The following table presents a summary of activity for the nine months ended September 30, 2017: Number of Weighted Average Outstanding, January 1, 2017 360,305 $ 7.32 Vested (133,038 ) 8.49 Forfeited (767 ) 17.68 Outstanding and expected to vest, September 30, 2017 226,500 $ 6.59 At September 30, 2017, there was $1.2 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. The total fair value of restricted shares that vested during the nine months ended September 30, 2016 was $1.1 million. Restricted Share Units During the nine months ended September 30, 2017, 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 nine months ended September 30, 2017: Number of Weighted Average Outstanding, January 1, 2017 132,517 $ 6.84 Granted 229,223 7.23 Vested (196,132 ) 6.60 Forfeited (4,425 ) 6.50 Outstanding and expected to vest, September 30, 2017 161,183 $ 6.53 At September 30, 2017, there was $0.8 million of unrecognized compensation expense related to nonvested restricted share units, which is expected to be recognized over a weighted-average period of 1.8 years. The total fair value of restricted shares that vested during the nine months ended September 30, 2017 was $1.3 million.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2017
Related Party Transactions	13. Related Party Transactions Chairman, Chief Executive Officer and President As of September 30, 2017, our Chairman, Chief Executive Officer, and President has guaranteed $10.0 million of borrowings under our Revolving Credit Facility. In addition, our Chairman, Chief Executive Officer, and President has provided irrevocable letters of credit to support $2.0 million of the TNT acquisition notes. See Note 7. Aston Capital On April 1, 2016, we entered into a $2.6 million amended and restated promissory note with Aston Capital, LLC (“Aston”), which bears interest at 9% annually and matures on April 1, 2019, which can be prepaid at our option. In May 2017, we amended the promissory note with Aston to include an additional $7.0 million of borrowings. In March 2017, Aston provided a $1.5 million advance that bears interest annually at 9%, which is included in “Related party notes payable” on the unaudited Condensed Consolidated Balance Sheets at September 30, 2017. During the three months ended September 30, 2017, we repaid $0.5 million of the advance. On November 30, 2016, Aston provided a $1.5 million advance that bore interest annually at 9%, which is included in “Related party notes payable” on the unaudited Condensed Consolidated Balance Sheets at December 31, 2016, and was repaid on January 26, 2017 using proceeds from the amended Revolving Credit Facility. At September 30, 2017 and December 31, 2016, we had accrued interest of $0.4 million and $0.2 million, respectively. We recorded interest expense related to financing agreements with Aston of $0.4 million and $0.1 million for the three months ended September 30, 2017 and 2016, respectively, and $0.6 million and $0.2 million for the nine months ended September 30, 2017 and 2016, respectively. 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. 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. Our corporate headquarters utilizes space in Stamford, Connecticut, which is also occupied by affiliates of our Chairman and Chief Executive Officer. Our proportionate share of the space under the underlying lease, which we paid to Aston, was $0.1 million and $0.1 million during the three months ended September 30, 2017 and 2016, respectively, and $0.3 million and $0.2 million during the nine months ended September 30, 2017 and 2016, respectively.

Acquisitions of Businesses

Acquisitions of Businesses	9 Months Ended
	Sep. 30, 2017
Acquisitions of Businesses	14. Acquisitions of Businesses 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 $ 8.6 Promissory note 2.0 Contingent consideration 4.1 Net Assets $ 14.7 Fair Value of Assets Acquired and Liabilities Assumed: Working capital, net $ 0.9 Goodwill (1) 7.9 Intangible assets 5.9 Net Assets $ 14.7 (1) Since our initial valuation on the date of the acquisition, we recorded a $1.7 million increase to goodwill related to adjustments in working capital, including $0.1 million in the second quarter of 2017. Goodwill is expected to be deductible for income tax purposes.

The Company (Policies)

The Company (Policies)	9 Months Ended
	Sep. 30, 2017
Basis of presentation	Basis of presentation The accompanying condensed consolidated financial statements are unaudited, and have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission regarding interim financial reporting. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements, and should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K In the opinion of management, these accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) necessary to fairly state our financial position, results of operations, and cash flows as of and for the dates and periods presented. The unaudited condensed consolidated financial statements include the accounts of Revolution Lighting Technologies, Inc. and its wholly owned subsidiaries. Significant intercompany accounts and transactions have been eliminated in consolidation. 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 long-lived assets and goodwill, income taxes and contingencies. Actual results could differ from those estimates. The results of operations for the three and nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the full year ending on December 31, 2017, or for any other future period. Our business exhibits some seasonality, with net sales being affected by the impact of weather and seasonal demand on construction and installation programs, particularly during the winter months. Because of these seasonal factors, we have historically experienced increasing revenue as the year progresses.
Sales Tax Revenue	Sales Tax Revenue We record sales tax revenue on a gross basis (included in both “Revenue” and “Cost of sales” in the unaudited Condensed Consolidated Statements of Operations). Revenues from sales tax were $1.1 million and $1.5 million for the three months ended September 30, 2017 and 2016, respectively, and $3.0 million and $3.7 million for the nine months ended September 30, 2017 and 2016, respectively.
Liquidity and Capital Resources	Liquidity and Capital Resources 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. See Note 7. Our liquidity as of September 30, 2017 and December 31, 2016 was $8.6 million and $1.9 million, respectively, which consisted of cash and cash equivalents of $0.9 million in both periods, and additional borrowing capacity under the Revolving Credit Facility of $7.7 million and $1.0 million, respectively. 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. At September 30, 2017 and December 31, 2016, we had working capital of $58.5 million and $51.3 million, respectively. We believe we have adequate resources to meet our cash requirements for the foreseeable future.
Recent accounting pronouncements	Recent accounting pronouncements In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-11, Simplifying the Measurement of Inventory 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 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 In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation: Scope of Modification Accounting

Accounts Receivable, Net of A22

Accounts Receivable, Net of Allowance for Doubtful Accounts (Tables)	9 Months Ended
	Sep. 30, 2017
Accounts Receivable, Net of Allowance for Doubtful Accounts	Accounts receivable, net of allowance for doubtful accounts, consisted of the following: September 30, December 31, 2017 2016 Trade receivables $ 48.4 $ 54.7 Allowance for doubtful accounts (0.4 ) (1.4 ) Accounts receivable, net of allowance for doubtful accounts $ 48.0 $ 53.3

Inventories, Net (Tables)

Inventories, Net (Tables)	9 Months Ended
	Sep. 30, 2017
Components of Inventories	Inventories, which are primarily purchased from third parties, consisted of the following: September 30, December 31, 2017 2016 Raw materials $ 2.5 $ 2.4 Finished goods, net 32.9 26.1 Total 35.4 28.5 Less: Provision for obsolescence (1.8 ) (1.8 ) Inventories, net $ 33.6 $ 26.7

Property and Equipment (Tables)

Property and Equipment (Tables)	9 Months Ended
	Sep. 30, 2017
Property and Equipment, Net of Accumulated Depreciation	Property and equipment, net of accumulated depreciation, consisted of the following: September 30, December 31, 2017 2016 Total property and equipment $ 3.3 $ 3.2 Less accumulated depreciation (1.5 ) (1.7 ) Property and equipment, net $ 1.8 $ 1.5

Intangible Assets (Tables)

Intangible Assets (Tables)	9 Months Ended
	Sep. 30, 2017
Intangible Assets	Intangible assets consisted of the following: September 30, 2017 December 31, 2016 Gross Accumulated Net Carrying Gross Accumulated Net Carrying Customer relationships and product supply agreements $ 35.2 $ (10.7 ) $ 24.5 $ 35.0 $ (7.9 ) $ 27.1 Trademarks/Trade Names 17.6 (4.2 ) 13.4 17.6 (3.4 ) 14.2 Technology 2.0 (0.8 ) 1.2 2.0 (0.6 ) 1.4 Non-compete 1.4 (0.9 ) 0.5 1.4 (0.7 ) 0.7 Customer contracts and backlog 3.3 (3.3 ) — 3.3 (3.1 ) 0.2 Other 0.6 (0.4 ) 0.2 0.6 (0.4 ) 0.2 Intangible assets, net $ 60.1 $ (20.3 ) $ 39.8 $ 59.9 $ (16.1 ) $ 43.8

Accrued and Other Current Lia26

Accrued and Other Current Liabilities (Tables)	9 Months Ended
	Sep. 30, 2017
Accrued and Other Current Liabilities	Accrued and other current liabilities consisted of the following: September 30, December 31, 2017 2016 Compensation, benefits and commissions $ 3.9 $ 4.4 Accruals and other liabilities 7.7 6.1 Accrued and other current liabilities $ 11.6 $ 10.5

Financings (Tables)

Financings (Tables)	9 Months Ended
	Sep. 30, 2017
Notes payable	Notes payable consisted of the following: September 30, December 31, 2017 2016 Value Lighting acquisition note $ 2.2 $ 2.4 TNT acquisition notes 2.0 2.0 Energy Source acquisition notes — 10.0 Total notes payable 4.2 14.4 Less: Notes payable - current (2.4 ) (2.4 ) Notes payable - noncurrent $ 1.8 $ 12.0
Maturities of Borrowings	At September 30, 2017, the scheduled maturities of our borrowings were as follows: Total Notes Payable 2017 $ 2.1 2018 1.8 2019 0.3 2020 40.7 Total borrowings $ 44.9

Purchase Price Obligations (Tab

Purchase Price Obligations (Tables)	9 Months Ended
	Sep. 30, 2017
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, 2017 (1) $ 3.0 Fair value of acquisition liabilities paid (2) (1.2 ) Change in fair value (3) (1.6 ) Fair value, September 30, 2017 (4) $ 0.2 (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) Such acquisition liabilities were settled in common stock and cash. (3) Change in fair value includes a reduction due to a change in assumptions utilized in the calculation of purchase price obligations and not meeting applicable thresholds. (4) Includes $0.2 million to be settled in common stock.

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	9 Months Ended
	Sep. 30, 2017
Changes in Issued and Outstanding Common Stock	The changes in issued and outstanding common stock during the nine months ended September 30, 2017 were as follows: Shares Balance at January 1, 2017 20,893,262 Shares issued for stock-based compensation 195,365 Shares issued for contingent consideration 173,199 Balance at September 30, 2017 21,261,826

Loss per Share (Tables)

Loss per Share (Tables)	9 Months Ended
	Sep. 30, 2017
Computation of Basic and Diluted Net Income (Loss) Per Share	The computation of basic and diluted net income (loss) per share for the periods indicated is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Numerator: Net income (loss) $ (2.5 ) $ 1.6 $ (8.2 ) $ (2.1 ) Denominator: Weighted-average common shares (in thousands) - basic 20,936 20,491 20,766 18,519 Effect of restricted shares — 385 — — Effect of restricted share units — 11 — — Effect of contingent purchase price obligations — 256 — — Weighted-average common shares (in thousands) - diluted 20,936 21,143 20,766 18,519 Basic and diluted net income (loss) per share $ (0.12 ) $ 0.08 $ (0.39 ) $ (0.11 )

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	9 Months Ended
	Sep. 30, 2017
Summary of Stock Option Activity	The following table presents a summary of activity for the nine months ended September 30, 2017: Number of Weighted Weighted Outstanding, January 1, 2017 27,828 $ 44.76 3.01 Expired (2,900 ) 47.40 Outstanding and expected to vest, September 30, 2017 24,928 $ 44.45 2.57 Exercisable, September 30, 2017 24,928 $ 44.45 2.57
Summary of Restricted Shares Activity	The following table presents a summary of activity for the nine months ended September 30, 2017: Number of Weighted Average Outstanding, January 1, 2017 360,305 $ 7.32 Vested (133,038 ) 8.49 Forfeited (767 ) 17.68 Outstanding and expected to vest, September 30, 2017 226,500 $ 6.59
Summary of Restricted Share Units Activity	The following table presents a summary of activity for the nine months ended September 30, 2017: Number of Weighted Average Outstanding, January 1, 2017 132,517 $ 6.84 Granted 229,223 7.23 Vested (196,132 ) 6.60 Forfeited (4,425 ) 6.50 Outstanding and expected to vest, September 30, 2017 161,183 $ 6.53

Acquisitions of Businesses (Tab

Acquisitions of Businesses (Tables)	9 Months Ended
	Sep. 30, 2017
Purchase Price Allocation	Consideration: Cash paid $ 8.6 Promissory note 2.0 Contingent consideration 4.1 Net Assets $ 14.7 Fair Value of Assets Acquired and Liabilities Assumed: Working capital, net $ 0.9 Goodwill (1) 7.9 Intangible assets 5.9 Net Assets $ 14.7 (1) Since our initial valuation on the date of the acquisition, we recorded a $1.7 million increase to goodwill related to adjustments in working capital, including $0.1 million in the second quarter of 2017. Goodwill is expected to be deductible for income tax purposes.

The Company - Additional Inform

The Company - Additional Information (Detail)	Jan. 26, 2017USD ($)	Sep. 30, 2017USD ($)	Sep. 30, 2016USD ($)	Sep. 30, 2017USD ($)Segment	Sep. 30, 2016USD ($)	Dec. 31, 2016USD ($)	Dec. 31, 2015USD ($)
Organization And Summary Of Significant Accounting Policies [Line Items]
Number of reportable segments | Segment				1
Revenue from sales tax		$ 1,100,000	$ 1,500,000	$ 3,000,000	$ 3,700,000
Line of credit facility, maximum borrowing amount	$ 50,000,000
Line of credit facility, maturity date	Jan. 26, 2020
Liquidity		8,600,000		8,600,000		$ 1,900,000
Cash and cash equivalents		917,000	$ 3,911,000	917,000	$ 3,911,000	883,000	$ 219,000
Additional borrowing capacity under the Revolving Credit Facility		7,700,000		7,700,000		1,000,000
Working capital		$ 58,500,000		$ 58,500,000		$ 51,300,000

Accounts Receivable, Net of A34

Accounts Receivable, Net of Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Accounts, Notes, Loans and Financing Receivable [Line Items]
Trade receivables	$ 48,400	$ 54,700
Allowance for doubtful accounts	(400)	(1,400)
Accounts receivable, net of allowance for doubtful accounts	$ 47,970	$ 53,347

Accounts Receivable, Net of A35

Accounts Receivable, Net of Allowance for Doubtful Accounts - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Other selling, general and administrative
Accounts, Notes, Loans and Financing Receivable [Line Items]
Write-offs and other adjustments	$ 0.1	$ 0.1	$ 0.5	$ 0.6

Components of Inventories (Deta

Components of Inventories (Detail) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Inventory [Line Items]
Raw materials	$ 2,500	$ 2,400
Finished goods, net	32,900	26,100
Total	35,400	28,500
Less: Provision for obsolescence	(1,800)	(1,800)
Inventories, net	$ 33,638	$ 26,678

Property and Equipment, Net of

Property and Equipment, Net of Accumulated Depreciation (Detail) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 3,300	$ 3,200
Less accumulated depreciation	(1,500)	(1,700)
Property and equipment, net	$ 1,802	$ 1,474

Property and Equipment - Additi

Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 0.1	$ 0.1	$ 0.4	$ 0.3

Intangible Assets (Detail)

Intangible Assets (Detail) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Finite-Lived Intangible Assets [Line Items]
Gross Cost	$ 60,100	$ 59,900
Accumulated Amortization	(20,300)	(16,100)
Net Carrying Amount	39,821	43,809
Customer relationships and product supply agreements
Finite-Lived Intangible Assets [Line Items]
Gross Cost	35,200	35,000
Accumulated Amortization	(10,700)	(7,900)
Net Carrying Amount	24,500	27,100
Trademarks / Trade Names
Finite-Lived Intangible Assets [Line Items]
Gross Cost	17,600	17,600
Accumulated Amortization	(4,200)	(3,400)
Net Carrying Amount	13,400	14,200
Technology
Finite-Lived Intangible Assets [Line Items]
Gross Cost	2,000	2,000
Accumulated Amortization	(800)	(600)
Net Carrying Amount	1,200	1,400
Non- compete agreement
Finite-Lived Intangible Assets [Line Items]
Gross Cost	1,400	1,400
Accumulated Amortization	(900)	(700)
Net Carrying Amount	500	700
Customer Contracts and back log
Finite-Lived Intangible Assets [Line Items]
Gross Cost	3,300	3,300
Accumulated Amortization	(3,300)	(3,100)
Net Carrying Amount		200
Other
Finite-Lived Intangible Assets [Line Items]
Gross Cost	600	600
Accumulated Amortization	(400)	(400)
Net Carrying Amount	$ 200	$ 200

Intangible Assets - Additional

Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 1.4	$ 1.4	$ 4.2	$ 3.8

Accrued and Other Current Lia41

Accrued and Other Current Liabilities (Detail) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Payables And Accruals [Line Items]
Compensation, benefits and commissions	$ 3,900	$ 4,400
Accruals and other liabilities	7,700	6,100
Accrued and other current liabilities	$ 11,636	$ 10,541

Financings - Additional Informa

Financings - Additional Information (Detail) - USD ($)	Jan. 26, 2017	Feb. 28, 2017	Jul. 31, 2016	Aug. 31, 2015	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016	May 31, 2016
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					$ 10,000,000		$ 10,000,000
Revolving credit facility					40,659,000		40,659,000		$ 25,993,000
Interest Expenses					400,000	$ 200,000	1,300,000	$ 700,000
Amortization expense of deferred debt issuance costs					100,000		300,000	200,000
Notes payable					4,200,000		4,200,000		14,400,000
Notes payable, current					2,360,000		2,360,000		2,360,000
Other Noncurrent Assets
Financing Activities and Borrowing Arrangements [Line Items]
Deferred debt issuance costs					600,000		600,000		200,000
Maximum
Financing Activities and Borrowing Arrangements [Line Items]
Amortization expense of deferred debt issuance costs						100,000
London Interbank Offered Rate (LIBOR)
Financing Activities and Borrowing Arrangements [Line Items]
Debt instrument, basis spread on variable rate	2.75%
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]
Lump sum payment					1,400,000		$ 1,400,000
Debt instrument maturity date							Nov. 22, 2018
TNT
Financing Activities and Borrowing Arrangements [Line Items]
Debt instrument maturity date		Nov. 6, 2017
Notes payable										$ 2,000,000
Debt instrument, interest rate										5.00%
Accrued interest					100,000		$ 100,000
TNT | Maximum
Financing Activities and Borrowing Arrangements [Line Items]
Accrued interest									$ 100,000
Interest Expenses					100,000	$ 100,000	$ 100,000	100,000
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
Energy Source
Financing Activities and Borrowing Arrangements [Line Items]
Interest Expenses								$ 400,000
Repayment of notes	$ 400,000
Energy Source | Maximum
Financing Activities and Borrowing Arrangements [Line Items]
Interest Expenses					$ 200,000		$ 100,000
Energy Source | Promissory notes
Financing Activities and Borrowing Arrangements [Line Items]
Debt instrument maturity date			Jan. 20, 2017	Jul. 20, 2016
Debt instrument, interest rate			7.00%	5.00%
Notes payable, current				$ 10,000,000

Notes payable (Detail)

Notes payable (Detail) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Line of Credit Facility [Line Items]
Notes payable	$ 4,200	$ 14,400
Less: Notes payable - current	(2,360)	(2,360)
Notes payable - noncurrent	1,796	12,066
Value Lighting
Line of Credit Facility [Line Items]
Notes payable	2,200	2,400
TNT
Line of Credit Facility [Line Items]
Notes payable	$ 2,000	2,000
Energy Source
Line of Credit Facility [Line Items]
Notes payable		$ 10,000

Maturities of Borrowings (Detai

Maturities of Borrowings (Detail) $ in Millions	Sep. 30, 2017USD ($)
Long Term Debt Maturities Repayments Of Principal [Line Items]
2,017	$ 2.1
2,018	1.8
2,019	0.3
2,020	40.7
Total borrowings	$ 44.9

Fair Value Remeasurement Based

Fair Value Remeasurement Based on Significant Inputs Not Observable (Detail) $ in Millions	9 Months Ended
	Sep. 30, 2017USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value, beginning balance	$ 3	[1]
Fair value of acquisition liabilities paid	(1.2)	[2]
Change in fair value	(1.6)	[3]
Fair value, ending balance	$ 0.2	[4]
[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]	Such acquisition liabilities were settled in common stock and cash.
[3]	Change in fair value includes a reduction due to a change in assumptions utilized in the calculation of purchase price obligations and not meeting applicable thresholds.
[4]	Includes $0.2 million to be settled in common stock.

Fair Value Remeasurement Base46

Fair Value Remeasurement Based on Significant Inputs Not Observable (Parenthetical) (Detail) - USD ($) $ in Millions		9 Months Ended	12 Months Ended
		Sep. 30, 2017	Dec. 31, 2016
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value of liabilities settlements	[1]	$ 1.2
Cash
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value of liabilities settlements			$ 0.9
Common Stock
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value of liabilities settlements		$ 0.2	0.6
Cash and Cash Equivalents
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value of liabilities settlements			$ 1.5
[1]	Such acquisition liabilities were settled in common stock and cash.

Purchase Price Obligations - Ad

Purchase Price Obligations - Additional Information (Detail) - Stock Distribution	9 Months Ended
	Sep. 30, 2017
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Volatility	60.00%
Risk-free interest rate	1.20%
Dividend yield	0.00%

Schedule of Changes in Common S

Schedule of Changes in Common Stock Outstanding (Detail) - Common Stock	9 Months Ended
	Sep. 30, 2017shares
Class of Stock [Line Items]
Beginning Balance	20,893,262
Shares issued for stock-based compensation	195,365
Shares issued for contingent consideration	173,199
Ending Balance	21,261,826

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Detail) - shares	9 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Class of Stock [Line Items]
Common stock, outstanding	21,262,000	20,893,000
Preferred stock authorized to issue	5,000,000
Preferred stock, shares outstanding	0
RVL One Limited Liability Company
Class of Stock [Line Items]
Common stock, outstanding	8,670,386
Common stock share outstanding owned	41.00%

Income Taxes - Additional Infor

Income Taxes - Additional Information (Detail) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Federal and State
Income Taxes [Line Items]
Net operating loss carryforwards	$ 61,000,000
US Federal
Income Taxes [Line Items]
Current income tax expense benefit	0	$ 0
Deferred income tax expense benefit	$ 0	$ 0

Computation of Basic and Dilute

Computation of Basic and Diluted Net Income (Loss) Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Numerator:
Net income (loss)	$ (2,520)	$ 1,629	$ (8,202)	$ (2,114)	$ (522)
Denominator:
Weighted-average common shares (in thousands) - basic	20,936	20,491	20,766	18,519
Effect of contingent purchase price obligations		256
Weighted-average common shares (in thousands) - diluted	20,936	21,143	20,766	18,519
Basic and diluted net income (loss) per share	$ (0.12)	$ 0.08	$ (0.39)	$ (0.11)
Restricted Stock
Denominator:
Effect of restricted share units		385
Restricted Share Units
Denominator:
Effect of restricted share units		11

Loss Per Share - Additional Inf

Loss Per Share - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Potentially dilutive shares included in the computation of basic and diluted earnings per share	13,333	66,668	13,333	66,668
Contingent Consideration Cash Payments	$ 0.2	$ 1.6	$ 0.2	$ 1.6
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Antidilutive number of options outstanding			24,928	27,828
Average exercise price	$ 44.45	$ 44.76	$ 44.45	$ 44.76

Summary of Stock Option Activit

Summary of Stock Option Activity (Detail) - 2003 Plan - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Option, Beginning Balance	27,828
Number of Option, Expired	(2,900)
Number of Option, Ending Balance	24,928	27,828
Number of Option, Exercisable, September 30, 2017	24,928
Weighted Average Exercise Price, Beginning Balance	$ 44.76
Weighted Average Exercise Price, Expired	47.40
Weighted Average Exercise Price, Ending Balance	44.45	$ 44.76
Weighted Average Exercise Price, Exercisable, September 30, 2017	$ 44.45
Weighted Average Contractual Life	2 years 6 months 25 days	3 years 4 days
Weighted Average Contractual Life, Exercisable, September 30, 2017	2 years 6 months 25 days

Stock-Based Compensation - Addi

Stock-Based Compensation - Additional Information (Detail) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	May 02, 2017	Dec. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, issued	21,262,000			20,893,000
Restricted Share Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average period	1 year 9 months 18 days
Unrecognized compensation expense	$ 800,000
Restricted shares vested, fair value	$ 1,300,000
Stock awards vesting periods	3 years
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average period	2 years 9 months 18 days
Unrecognized compensation expense	$ 1,200,000
Restricted shares vested, fair value		$ 1,100,000
2013 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, issued			1,600,000
2003 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options, issued	0
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

Summary of Restricted Shares Ac

Summary of Restricted Shares Activity (Detail) - Restricted Stock	9 Months Ended
	Sep. 30, 2017$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares
Number of Restricted Shares, Beginning Balance | shares	360,305
Number of Restricted Shares, Shares Vested | shares	(133,038)
Number of Restricted Shares, Shares Forfeited | shares	(767)
Number of Restricted Shares, Ending Balance | shares	226,500
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 | $ / shares	$ 7.32
Weighted Average Grant Date Fair Value Per Share, Shares Vested | $ / shares	8.49
Weighted Average Grant Date Fair Value Per Share, Shares Forfeited | $ / shares	17.68
Weighted Average Grant Date Fair Value Per Share, Ending Balance | $ / shares	$ 6.59

Summary of Restricted Share Uni

Summary of Restricted Share Units Activity (Detail) - Restricted Share Units	9 Months Ended
	Sep. 30, 2017$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares
Number of Restricted Shares, Beginning Balance | shares	132,517
Number of Restricted Shares, Shares Granted | shares	229,223
Number of Restricted Shares, Shares Vested | shares	(196,132)
Number of Restricted Shares, Shares Forfeited | shares	(4,425)
Number of Restricted Shares, Ending Balance | shares	161,183
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 | $ / shares	$ 6.84
Weighted Average Grant Date Fair Value Per Share, Shares Granted | $ / shares	7.23
Weighted Average Grant Date Fair Value Per Share, Shares Vested | $ / shares	6.60
Weighted Average Grant Date Fair Value Per Share, Shares Forfeited | $ / shares	6.50
Weighted Average Grant Date Fair Value Per Share, Ending Balance | $ / shares	$ 6.53

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail)	Jan. 26, 2017USD ($)	Jan. 05, 2017USD ($)ExecutiveOfficers	Nov. 30, 2016USD ($)	May 12, 2016shares	Apr. 01, 2016USD ($)	Mar. 31, 2017USD ($)	Feb. 28, 2017	Sep. 30, 2017USD ($)	Sep. 30, 2016USD ($)	Sep. 30, 2017USD ($)	Sep. 30, 2016USD ($)	May 31, 2017USD ($)	Dec. 31, 2016USD ($)	May 31, 2016USD ($)
Related Party Transaction [Line Items]
Guaranteed borrowing capacity								$ 10,000,000		$ 10,000,000
Notes payable								4,200,000		4,200,000			$ 14,400,000
Related party notes payable								1,000,000		1,000,000			1,500,000
TNT
Related Party Transaction [Line Items]
Notes payable														$ 2,000,000
Debt instrument maturity date							Nov. 6, 2017
Accrued interest								100,000		100,000
TNT | Irrevocable Letter of Credit
Related Party Transaction [Line Items]
Notes payable								2,000,000		2,000,000
Aston Capital Limited Liability Company
Related Party Transaction [Line Items]
Interest rate of debt			9.00%
Related party notes payable			$ 1,500,000
Repayment of debt	$ 1,500,000
Number of new executives | ExecutiveOfficers		2
Executive compensation cost		$ 0
Annual payment for underlying lease								100,000	$ 100,000	300,000	$ 200,000
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
Aston Capital Limited Liability Company | Amended and Restated Promissory Note
Related Party Transaction [Line Items]
Guaranteed borrowing capacity												$ 7,000,000
Debt instrument amount					$ 2,600,000
Interest rate of debt					9.00%	9.00%
Debt instrument maturity date					Apr. 1, 2019
Repayment of notes								500,000
Related party notes payable						$ 1,500,000
Accrued interest								400,000		400,000			$ 200,000
Interest Expenses								$ 400,000	$ 100,000	$ 600,000	$ 200,000

Acquisitions of Businesses - Ad

Acquisitions of Businesses - Additional Information (Detail)	May 06, 2016Location
TNT
Business Acquisition [Line Items]
Number of municipalities the acquiree is contract vendor	120

Acquisitions of Businesses-Purc

Acquisitions of Businesses-Purchase Price Allocation (Detail) - USD ($) $ in Thousands		May 06, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Consideration:
Cash paid			$ 284	$ 1,015
Fair Value of Assets Acquired and Liabilities Assumed:
Goodwill			$ 72,210		$ 72,074
TNT
Consideration:
Cash paid		$ 8,600
Promissory note		2,000
Contingent consideration		4,100
Total Consideration		14,700
Fair Value of Assets Acquired and Liabilities Assumed:
Working capital, net		900
Goodwill	[1]	7,900
Intangible assets		5,900
Net Assets		$ 14,700
[1]	Since our initial valuation on the date of the acquisition, we recorded a $1.7 million increase to goodwill related to adjustments in working capital, including $0.1 million in the second quarter of 2017. Goodwill is expected to be deductible for income tax purposes.

Acquisitions of Businesses-Pu60

Acquisitions of Businesses-Purchase Price Allocation (Parenthetical) (Detail) - USD ($) $ in Millions	May 06, 2017	Jun. 30, 2017
TNT
Business Acquisition [Line Items]
Increase in goodwill related to adjustments in working capital	$ 1.7	$ 0.1