Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 31, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
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 | 20,846,114 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash and cash equivalents | $ 3,911 | $ 219 |
Trade receivable, net of allowance for doubtful accounts | 47,678 | 41,132 |
Unbilled contracts receivable | 7,869 | 4,559 |
Inventories, net | 24,225 | 22,135 |
Other current assets | 6,487 | 3,830 |
Total current assets | 90,170 | 71,875 |
Property and equipment, net | 1,218 | 1,247 |
Goodwill | 71,827 | 64,267 |
Intangible assets, net | 44,472 | 39,595 |
Other assets, net | 474 | 651 |
Total assets | 208,161 | 177,635 |
Current Liabilities | ||
Accounts payable | 25,241 | 19,908 |
Notes payable | 11,360 | 10,360 |
Accrued and other liabilities | 9,849 | 8,717 |
Purchase price obligations | 2,899 | 7,039 |
Total current liabilities | 49,349 | 46,024 |
Revolving credit facility | 25,513 | 22,026 |
Notes payable | 3,156 | 2,426 |
Related party notes payable | 2,565 | 2,565 |
Purchase price obligations | 2,518 | 1,764 |
Other noncurrent liabilities | 1,497 | 727 |
Total liabilities | 84,598 | 75,532 |
Contingencies and Commitments | ||
Stockholders' Equity | ||
Common stock, par value $0.001 - 35,000 shares authorized and 20,844 shares issued and outstanding at September 30, 2016 and 200,000 shares authorized and 15,964 shares issued and outstanding at December 31, 2015 | 21 | 16 |
Additional paid-in-capital | 200,329 | 176,760 |
Accumulated deficit | (76,787) | (74,673) |
Total stockholders' equity | 123,563 | 102,103 |
Total liabilities and stockholders' equity | $ 208,161 | $ 177,635 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 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 | 20,844,000 | 15,964,000 |
Common stock, outstanding | 20,844,000 | 15,964,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenue | $ 50,168 | $ 37,733 | $ 120,879 | $ 85,308 |
Cost of sales | 34,302 | 25,547 | 82,615 | 56,879 |
Gross profit | 15,866 | 12,186 | 38,264 | 28,429 |
Selling, general and administrative expenses: | ||||
Acquisition, severance and transition costs | 126 | 718 | 3,127 | 1,470 |
Amortization and depreciation | 1,627 | 1,213 | 4,502 | 3,391 |
Stock-based compensation | 462 | 919 | 1,485 | 2,082 |
Other selling, general and administrative | 10,556 | 8,429 | 27,430 | 22,641 |
Research and development | 719 | 733 | 1,938 | 1,639 |
Total operating expenses | 13,490 | 12,012 | 38,482 | 31,223 |
Operating income (loss) | 2,376 | 174 | (218) | (2,794) |
Interest and other expenses | (747) | (459) | (1,896) | (1,025) |
Net income (loss) | $ 1,629 | $ (285) | $ (2,114) | $ (3,819) |
Net income (loss) per share, basic and diluted | $ 0.08 | $ (0.02) | $ (0.11) | $ (0.26) |
Weighted average shares outstanding, basic | 20,491 | 15,463 | 18,519 | 14,541 |
Weighted average shares outstanding, diluted | 21,143 | 15,463 | 18,519 | 14,541 |
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, 2014 | $ 77,316 | $ 13 | $ 149,594 | $ (72,291) |
Stock-based compensation | 2,191 | 2,191 | ||
Shares issued for contingent consideration | 5,839 | 1 | 5,838 | |
Shares issued for acquisition | 10,179 | 1 | 10,178 | |
Issuance of common stock for cash, net of issuance costs | 9,507 | 1 | 9,506 | |
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 | 949 | 1 | 948 | |
Issuance of common stock for cash, net of issuance costs | 16,192 | 3 | 16,189 | |
Shares issued for contingent consideration and acquisition | 6,433 | 1 | 6,432 | |
Net loss | (2,114) | (2,114) | ||
Ending Balance at Sep. 30, 2016 | $ 123,563 | $ 21 | $ 200,329 | $ (76,787) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (2,114) | $ (3,819) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 307 | 415 |
Amortization of intangible and other assets | 4,195 | 2,976 |
Reacquired common stock issued for acquisitions | (547) | |
Stock-based compensation | 1,485 | 2,082 |
Change in fair value of contingent consideration | (69) | 739 |
Other noncash items affecting net loss | 181 | |
Changes in operating assets and liabilities, net of the effect of acquisitions (Note 2): | ||
Increase in trade accounts receivable, net | (5,321) | (8,289) |
Increase in unbilled contracts receivable | (2,926) | |
Increase in inventories, net | (1,722) | (2,955) |
Increase in prepaid and other assets | (2,507) | (5,690) |
(Increase) decrease in other assets | 82 | (77) |
Increase (decrease) in accounts payable and accrued liabilities | 4,338 | (2,639) |
Cash used in operating activities | (4,071) | (17,804) |
Cash Flows from Investing Activities: | ||
Acquisition of business and other, net of cash acquired | (10,413) | (10,248) |
Payment of acquisition obligations | (1,015) | |
Purchase of property and equipment | (220) | (420) |
Proceeds from the sale of assets | 2 | |
Cash used in investing activities | (11,646) | (10,668) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of common stock, net of issuance costs | 16,192 | 9,525 |
Net proceeds from revolving credit facility | 3,487 | 14,096 |
Repayments of note payable | (270) | (300) |
Cash provided by financing activities | 19,409 | 23,321 |
Net increase (decrease) in cash and cash equivalents | 3,692 | (5,151) |
Cash and cash equivalents at beginning of period | 219 | 6,033 |
Cash and cash equivalents at end of period | 3,911 | 882 |
Non-cash investing and financing activities: | ||
Contingent consideration and other | 5,132 | |
Issuance of stock | $ 6,434 | 6,047 |
Deferred consideration for acquisition | $ 500 |
The Company
The Company | 9 Months Ended |
Sep. 30, 2016 | |
The Company | 1.The Company Revolution Lighting Technologies, Inc. and its wholly-owned subsidiaries (“Revolution”, “we”, “us” or “our”) is a leader in the designing, manufacturing, marketing, and selling of 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 LED, E-Lighting, All-Around Lighting and TNT Energy, to transform lighting into a source of superior energy savings, quality light and well-being. We market and distribute our products through a network of regional and national independent sales representatives and distributors, as well as through energy savings companies and national accounts. We generate revenue by selling lighting products for use in the commercial, industrial and government markets, which include vertical markets such as military, municipal, hospitality, institutional, educational, healthcare and signage 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 2). In the third quarter of 2015, we completed the acquisition of Energy Source, LLC (“Energy Source”), a provider of turnkey comprehensive energy savings projects (principally LED fixtures and lamps) within the commercial, industrial, hospitality, retail, education and municipal sectors (see Note 2). 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 for the year ended December 31, 2015. The Condensed Consolidated Balance Sheet as of December 31, 2015 was derived from our audited consolidated financial statements, but does not include all disclosures required by U.S. GAAP. 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, 2016 are not necessarily indicative of the results that may be expected for the full year ending on December 31, 2016, or for any other future period. Sales Tax Revenue We record sales tax revenue on a gross basis (included in revenues and costs). Revenues from sales taxes were $1.5 million and $1.2 million for the three months ended September 30, 2016 and 2015, respectively, and $3.7 million and $3.0 million for the nine months ended September 30, 2016 and 2015, respectively. 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 reverse stock split, as approved by the holder of a majority of the common stock and the Board (the “Split”), that became effective for trading purposes on March 11, 2016. The number of authorized shares and the par value of our common stock remained unchanged following the Split. All references to number of shares and per share data in the consolidated financial statements and applicable disclosures have been adjusted to reflect the reverse stock split, unless otherwise noted (see Note 10). Liquidity and Capital Resources Our liquidity as of September 30, 2016 and December 31, 2015 was $5.4 million and $2.8 million, respectively, which was comprised of cash and cash equivalent of $3.9 million and $0.2 million, respectively, and additional borrowing capacity under the Revolving Credit Facility of $1.5 million and $2.6 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. 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. We have 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 (the “Revolving Credit Facility”) which matures in October 2017. At September 30, 2016, the balance outstanding on the Revolving Credit Facility was $25.5 million. As of September 30, 2016, we were in compliance with our covenants. At September 30, 2016 and December 31, 2015, we had working capital of $40.8 million and $25.9 million, respectively. We believe we have adequate resources to meet our cash requirements for the foreseeable future. Contingencies In the ordinary course of business, we may become a party to various legal proceedings generally involving contractual matters, infringement actions, product liability claims and other matters. Based upon such evaluation, at September 30, 2016, we are not party to any pending legal or administrative proceedings that may have a material adverse effect, either individually or in the aggregate, on our business, financial condition or results of operations. We may be required to make payments under a certain channel distribution agreement if certain revenue targets are achieved. The maximum amount of such payments is $1.0 million, which has been accrued for as of September 30, 2016. Recent accounting pronouncements In February 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-02, Leases In March, April and May 2016, respectively, the FASB issued ASU 2016-08, ASU 2016-10, ASU 2016-11 and ASU 2016-12, all of which relate to, “Revenue from Contracts with Customers”, which are intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. The provisions of the ASU’s are effective for periods beginning after December 15, 2017. The adoption of these ASU’s are not expected to have a material effect on our consolidated financial statements. 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,” |
Acquisitions of Businesses and
Acquisitions of Businesses and Other Intangibles | 9 Months Ended |
Sep. 30, 2016 | |
Acquisitions of Businesses and Other Intangibles | 2. Acquisitions of Businesses and Other Intangibles TNT Energy, LLC On May 9, 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 complimentary 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. Final valuations and allocations are subject to additional analyses and may differ from amounts reflected below. Purchase Price Allocation We accounted for the acquisition of TNT under Accounting Standards Codification (“ASC”) 805, Business Combinations Consideration: Cash paid (1) $ 8.6 Promissory note 2.0 Contingent consideration (2) 4.1 Total Consideration $ 14.7 Fair Value of Assets Acquired and Liabilities Assumed: Working capital, net $ 1.3 Goodwill (3) 7.5 Intangible assets (4) 5.9 Net Assets $ 14.7 (1) Includes the prepayment of a preliminary working capital adjustment of $0.6 million. The cash payment was funded through the common stock offering (see Note 10). (2) Contingent consideration is based on expected revenue and adjusted EBITDA. (3) During the third quarter, we recorded a $1.3 million increase to goodwill related to an adjustment 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. 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. 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 14). (3) Contingent consideration is based on projected EBITDA during 2015, 2016 and 2017. (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. Pro forma information The following unaudited supplemental pro forma information assumes the TNT and Energy Source acquisitions referred to above had been completed as of January 1, 2015 and is not indicative of the results of operations that would have been achieved had the transactions been consummated on such date or of results that might be achieved in the future. Nine Months Ended September 30, 2016 Year Ended Revenue $ 128.8 $ 163.4 Operating income $ 0.5 $ 0.2 Net loss $ (1.4 ) $ (1.7 ) The pro forma results for the nine months ended September 30, 2016 and year ended December 31, 2015 include the amortization of customer backlog, and acquisition, severance and transition costs totaling $3.3 million and $2.6 million respectively. The preponderance of these charges are non-recurring and will not have a continuing impact on the future results of operations. The revenue and net income of TNT included in our actual results of operations from May 9, 2016 through September 30, 2016 totaled $12.8 million and $2.0 million, respectively. |
Accounts Receivable, Net of All
Accounts Receivable, Net of Allowance for Doubtful Accounts | 9 Months Ended |
Sep. 30, 2016 | |
Trade Accounts Receivable | |
Accounts Receivable, Net of Allowance for Doubtful Accounts | 3. Accounts Receivable, Net of Allowance for Doubtful Accounts Accounts receivable, net of allowance for doubtful accounts, consisted of the following: September 30, December 31, Trade receivables $ 48.6 $ 42.1 Allowance for doubtful accounts (0.9 ) (1.0 ) Accounts receivable, net of allowance for doubtful accounts $ 47.7 $ 41.1 Bad debt expense, which was recorded in “Other selling, general and administrative” in the unaudited Condensed Consolidated Statements of Operations, was less than $0.1 million for each of the three months ended September 30, 2016 and 2015, respectively, and $0.6 million and $0.1 million for the nine months ended September 30, 2016 and 2015, respectively. |
Inventories, Net
Inventories, Net | 9 Months Ended |
Sep. 30, 2016 | |
Inventories, Net | 4. Inventories, Net Inventories, which are primarily purchased from third parties, consisted of the following: September 30, December 31, Raw materials $ 4.0 $ 3.8 Finished goods, net 21.8 20.3 Total 25.8 24.1 Less: Provision for obsolescence (1.6 ) (2.0 ) Inventories, net $ 24.2 $ 22.1 |
Property and equipment, Net
Property and equipment, Net | 9 Months Ended |
Sep. 30, 2016 | |
Property and equipment, Net | 5. Property and equipment, net Property and equipment, net of accumulated depreciation, consisted of the following: September 30, December 31, Total property and equipment $ 2.9 $ 2.7 Less accumulated depreciation (1.7 ) (1.5 ) Property and equipment, net $ 1.2 $ 1.2 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, 2016 and 2015, and $0.3 million and $0.4 million for the nine months ended September 30, 2016 and 2015, respectively. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2016 | |
Intangible Assets | 6.Intangible Assets Intangible assets, net of accumulated amortization, consisted of the following: September 30, 2016 December 31, 2015 Gross Accumulated Net Carrying Gross Accumulated Net Carrying Customer relationships and product supply agreements $ 34.3 $ (7.1 ) $ 27.2 $ 28.9 $ (4.5 ) $ 24.4 Trademarks/Trade Names 17.6 (3.0 ) 14.6 15.0 (2.9 ) 12.1 Technology 2.0 (0.5 ) 1.5 2.0 (0.3 ) 1.7 Non-compete agreement 1.4 (0.6 ) 0.8 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 0.6 (0.3 ) 0.3 Intangible assets, net $ 59.2 $ (14.7 ) $ 44.5 $ 52.4 $ (12.9 ) $ 39.5 Amortization expense related to intangible assets, which was recorded in “Amortization and depreciation” on the unaudited Condensed Consolidated Statements of Operations, was $1.0 million and $1.1 million for the three months ended September 30, 2016 and 2015, respectively, and $3.8 million and $3.0 million for the nine months ended September 30, 2016 and 2015, respectively. |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2016 | |
Accrued and Other Current Liabilities | 7. Accrued and Other Current Liabilities Accrued and other current liabilities consisted of the following: September 30, December 31, Compensation, benefits and commissions $ 4.3 $ 3.5 Accruals and other liabilities 5.5 5.2 Accrued and other current liabilities $ 9.8 $ 8.7 |
Financings
Financings | 9 Months Ended |
Sep. 30, 2016 | |
Financings | 8. Financings Revolving Credit Facility We have 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 (“the Revolving Credit Facility”) which matures in October 2017. Our Chairman, Chief Executive Officer and President has guaranteed $7 million of the borrowings under the Revolving Credit Facility; this guarantee enables us to borrow $7 million in addition to the amount available from receivables and inventory, and may be terminated at any time. At September 30, 2016 and December 31, 2015, the balance outstanding on the Revolving Credit Facility was $25.5 million and $22.0 million, respectively. We recorded interest expense of $0.2 million for each of the three months ended September 30, 2016 and 2015, and $0.7 million and $0.5 million for the nine months ended September 30, 2016 and 2015, respectively. Borrowings under the arrangement bear interest at a LIBOR rate or a defined base rate, each plus an applicable margin, depending on the nature of the loan. We are also obligated to pay various fees monthly. Outstanding loans become payable on demand to the extent that such loans exceed the Borrowing Base, and all outstanding amounts must be repaid on October 4, 2017. All obligations under the Revolving Credit Facility are secured by the assets of Revolution, and are guaranteed by Revolution. The Revolving Credit Facility contains 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. As of September 30, 2016, we were in compliance with our covenants. Notes Payable Notes payable consisted of the following at September 30, 2016: September 30, December 31, Energy Source acquisition notes $ 10.0 $ 10.0 Value Lighting acquisition note 2.5 2.8 TNT acquisition notes 2.0 — Total notes payable $ 14.5 $ 12.8 Less: Notes payable - current (11.4 ) (10.4 ) Notes payable - noncurrent $ 3.1 $ 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. In July 2016, the maturity date was extended to January 2017, with an interest rate of 7%. We recorded accrued interest of $0.1 million and $0.2 million at September 30, 2016 and December 31, 2015, respectively. We recorded interest expense of $0.2 million for the three months ended September 30, 2016, and $0.4 million for the nine months ended September 30, 2016 (see Note 2). 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 is due on April 21, 2017 and $1.0 million is due on November 6, 2017 (see Note 2). |
Purchase Price Obligations
Purchase Price Obligations | 9 Months Ended |
Sep. 30, 2016 | |
Purchase Price Obligations | 9. Purchase Price Obligations On a quarterly basis, we reassess our current estimates of performance relative to the stated targets, and adjust the liability to fair value. Adjustments are recorded in “Acquisition, severance and transition costs” in the unaudited Condensed Consolidated Statement of Operations. Changes in the fair value of purchase price obligations during the nine months ended September 30, 2016: Fair value, January 1 (2) $ 8.8 Fair value of acquisition liabilities paid (7.4 ) Fair value of consideration issued 4.1 Change in fair value (1) (0.1 ) Fair value, September 30 (2) $ 5.4 (1) Change in fair value includes a $0.9 million reduction during the third quarter due to a change in assumptions utilized in the calculation of purchase price obligations. (2) Purchase price obligations 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 following table presents quantitative information about Level 3 fair value measurements as of September 30, 2016: Fair Value Valuation Technique Unobservable Inputs Earnout liabilities $ 4.6 Income approach Discount rate – Stock distribution price floor 0.8 Monte Carlo simulation Volatility – 60% Risk free rate – 1.2% Dividend yield – 0% Fair value $ 5.4 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity | 10. 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. The changes in issued and outstanding common stock for the nine months ended September 30, 2016 were as follows: Shares Balance at January 1, 2016 15,964,503 Shares issued for stock-based compensation 311,627 Shares issued in public offering (1) 3,191,250 Shares issued in private placement offering (2) 172,413 Shares issued for contingent consideration and acquisition 1,203,821 Balance at September 30, 2016 20,843,614 (1) During the second quarter of 2016, we completed an 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 2), to pay down bank debt and for general corporate purposes. (2) During the second quarter of 2016, we sold shares for $1.0 million in a private placement to one of our distributors. Net proceeds were used for general corporate purposes. At September 30, 2016, 8,670,386 shares, or 42%, were owned by RVL and its affiliates. Authorized Shares At the annual shareholder meeting held on May 12, 2016, the shareholders voted to amend the Certificate of Incorporation to decrease the authorized shares of common stock from 200,000,000 to 35,000,000. 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, 2016 and December 31, 2015. |
Net income (loss) per Share
Net income (loss) per Share | 9 Months Ended |
Sep. 30, 2016 | |
Net income (loss) per Share | 11. 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, 2016 2015 2016 2015 Numerator: Net income (loss) $ 1.6 $ (0.3 ) $ (2.1 ) $ (3.8 ) Denominator: Weighted-average common shares (in thousands)—basic 20,491 15,463 18,519 14,541 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 21,143 15,463 18,519 14,541 Basic net income (loss) per share $ 0.08 $ (0.02 ) $ (0.11 ) $ (0.26 ) Diluted net income (loss) per share $ 0.08 $ (0.02 ) $ (0.11 ) $ (0.26 ) In connection with prior acquisitions, we unconditionally agreed to issue additional shares of our common stock during 2016 and 2017. As such, included in the computation of basic net income (loss) per share were 66,668 potentially dilutive share for each of the three and nine months ended September 30, 2016, and 492,600 potentially dilutive share for each of the three and nine months ended September 30, 2015. At September 30, 2016 and 2015, we were contingently obligated to pay $5.4 million and $9.1 million, respectively, related to prior acquisitions, of which $1.6 million and $6.9 million 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 included in the computation of diluted income per share for the three months ended September 30, 2016; however had been excluded from the nine months ended September 30, 2016 and both the three and nine months ended September 30, 2015, as they were antidilutive. At September 30, 2016 and 2015, 27,828 options outstanding with an average exercise price of $44.76 and 31,483 options outstanding with an average exercise price of $43.64, respectively, were not recognized in the diluted earnings per share calculation as they were antidilutive. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Taxes | 12. 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 related during the three and nine months ended September 30, 2016 and 2015 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, 2016, we had approximately $65.0 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. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2016 | |
Stock-Based Compensation | 13. Stock-Based Compensation The 2003 Plan During the nine months ended September 30, 2016, no options were issued or exercised, and no options vested. Options outstanding at September 30, 2016 had no intrinsic value. The following table presents a summary of activity for the nine months ended September 30, 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, September 30, 2016 27,828 $ 44.76 3.26 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 directors and consultants of Revolution and its affiliates. Awards under the 2013 Plan may be in the form of stock options, which may constitute incentive stock options, or non-qualified stock options, restricted shares, restricted stock units, performance awards, stock bonus awards, share appreciation rights and other stock-based awards. Stock options will be issued at an exercise price not less than 100% of the market value at the date of grant and expire no later than ten years after the date of grant. Stock awards typically vest over three years but vesting periods for non-employees may be longer or based on the achievement of performance goals. Restricted Shares During the nine months ended September 30, 2016, we granted restricted shares to Aston Capital, LLC (see Note 14) 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 nine months ended September 30, 2016: Number of Weighted Average Outstanding, January 1, 2016 134,633 $ 19.36 Granted 327,508 6.25 Vested (73,494 ) 16.70 Forfeited (19,214 ) 19.54 Outstanding and expected to vest, September 30, 2016 369,433 $ 7.52 Restricted Share Units During the nine months ended September 30, 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 nine months ended September 30, 2016: Number of Weighted Average Outstanding, January 1, 2016 — $ — Granted 102,350 7.16 Vested (3,333 ) 10.30 Outstanding and expected to vest, September 30, 2016 99,017 $ 7.05 At September 30, 2016, there was $0.6 million of unrecognized compensation expense related to nonvested restricted share units, which is expected to be recognized over a weighted-average period of 2.7 years. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions | 14. Related Party Transactions Financings 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 (see Note 8). Aston Capital, LLC (“Aston”) advanced $2.6 million for general corporate purposes in four separate transactions during May and June 2014. As of July 31, 2014, the Audit Committee ratified these advances, and approved a new promissory note in respect of such amount, which bears interest and matures on January 1, 2018, and can be prepaid at our option (the “July Note”). We recorded accrued interest of $0.2 million and $0.4 million at September 30, 2016 and December 31, 2015, respectively. We recorded interest expense of $0.2 million for both the nine months ended September 30, 2016 and 2015, respectively. Aston Capital, LLC On April 9, 2013, 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. In consideration of the services provided by Aston under the Management Agreement and the two members who serve as executives with no compensation, we issued 50,000 shares of restricted common stock to Aston to vest in three equal annual increments, with the first such vesting date being September 25, 2013. On April 21, 2014, we granted an additional 30,000 shares of restricted stock to Aston, which vest in three annual installments with the vesting dates being September 25, 2014, 2015 and 2016. Aston did not receive an award of restricted stock in 2015. On May 12, 2016, we granted an additional 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. During the nine months ended September 30, 2016, we paid Aston $0.2 million, representing our proportionate share of the space under the underlying lease. |
The Company (Policies)
The Company (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
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 for the year ended December 31, 2015. The Condensed Consolidated Balance Sheet as of December 31, 2015 was derived from our audited consolidated financial statements, but does not include all disclosures required by U.S. GAAP. 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, 2016 are not necessarily indicative of the results that may be expected for the full year ending on December 31, 2016, or for any other future period. |
Sales Tax Revenue | Sales Tax Revenue We record sales tax revenue on a gross basis (included in revenues and costs). Revenues from sales taxes were $1.5 million and $1.2 million for the three months ended September 30, 2016 and 2015, respectively, and $3.7 million and $3.0 million for the nine months ended September 30, 2016 and 2015, respectively. |
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 reverse stock split, as approved by the holder of a majority of the common stock and the Board (the “Split”), that became effective for trading purposes on March 11, 2016. The number of authorized shares and the par value of our common stock remained unchanged following the Split. All references to number of shares and per share data in the consolidated financial statements and applicable disclosures have been adjusted to reflect the reverse stock split, unless otherwise noted (see Note 10). |
Liquidity and Capital Resources | Liquidity and Capital Resources Our liquidity as of September 30, 2016 and December 31, 2015 was $5.4 million and $2.8 million, respectively, which was comprised of cash and cash equivalent of $3.9 million and $0.2 million, respectively, and additional borrowing capacity under the Revolving Credit Facility of $1.5 million and $2.6 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. 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. We have 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 (the “Revolving Credit Facility”) which matures in October 2017. At September 30, 2016, the balance outstanding on the Revolving Credit Facility was $25.5 million. As of September 30, 2016, we were in compliance with our covenants. At September 30, 2016 and December 31, 2015, we had working capital of $40.8 million and $25.9 million, respectively. We believe we have adequate resources to meet our cash requirements for the foreseeable future. |
Contingencies | Contingencies In the ordinary course of business, we may become a party to various legal proceedings generally involving contractual matters, infringement actions, product liability claims and other matters. Based upon such evaluation, at September 30, 2016, we are not party to any pending legal or administrative proceedings that may have a material adverse effect, either individually or in the aggregate, on our business, financial condition or results of operations. We may be required to make payments under a certain channel distribution agreement if certain revenue targets are achieved. The maximum amount of such payments is $1.0 million, which has been accrued for as of September 30, 2016. |
Recent accounting pronouncements | Recent accounting pronouncements In February 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-02, Leases In March, April and May 2016, respectively, the FASB issued ASU 2016-08, ASU 2016-10, ASU 2016-11 and ASU 2016-12, all of which relate to, “Revenue from Contracts with Customers”, which are intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. The provisions of the ASU’s are effective for periods beginning after December 15, 2017. The adoption of these ASU’s are not expected to have a material effect on our consolidated financial statements. 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,” |
Acquisitions of Businesses an22
Acquisitions of Businesses and Other Intangibles (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Business Acquisition Pro Forma Information | The following unaudited supplemental pro forma information assumes the TNT and Energy Source acquisitions referred to above had been completed as of January 1, 2015 and is not indicative of the results of operations that would have been achieved had the transactions been consummated on such date or of results that might be achieved in the future. Nine Months Ended September 30, 2016 Year Ended Revenue $ 128.8 $ 163.4 Operating income $ 0.5 $ 0.2 Net loss $ (1.4 ) $ (1.7 ) |
TNT | |
Purchase Price Allocation | Purchase Price Allocation Consideration: Cash paid (1) $ 8.6 Promissory note 2.0 Contingent consideration (2) 4.1 Total Consideration $ 14.7 Fair Value of Assets Acquired and Liabilities Assumed: Working capital, net $ 1.3 Goodwill (3) 7.5 Intangible assets (4) 5.9 Net Assets $ 14.7 (1) Includes the prepayment of a preliminary working capital adjustment of $0.6 million. The cash payment was funded through the common stock offering (see Note 10). (2) Contingent consideration is based on expected revenue and adjusted EBITDA. (3) During the third quarter, we recorded a $1.3 million increase to goodwill related to an adjustment 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. |
Energy Source | |
Purchase Price Allocation | 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 14). (3) Contingent consideration is based on projected EBITDA during 2015, 2016 and 2017. (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. |
Accounts Receivable, Net of A23
Accounts Receivable, Net of Allowance for Doubtful Accounts (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accounts Receivable, Net of Allowance for Doubtful Accounts | Accounts receivable, net of allowance for doubtful accounts, consisted of the following: September 30, December 31, Trade receivables $ 48.6 $ 42.1 Allowance for doubtful accounts (0.9 ) (1.0 ) Accounts receivable, net of allowance for doubtful accounts $ 47.7 $ 41.1 |
Inventories, Net (Tables)
Inventories, Net (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Components of Inventories | Inventories, which are primarily purchased from third parties, consisted of the following: September 30, December 31, Raw materials $ 4.0 $ 3.8 Finished goods, net 21.8 20.3 Total 25.8 24.1 Less: Provision for obsolescence (1.6 ) (2.0 ) Inventories, net $ 24.2 $ 22.1 |
Property and equipment, Net (Ta
Property and equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Property and Equipment, Net of Accumulated Depreciation | Property and equipment, net of accumulated depreciation, consisted of the following: September 30, December 31, Total property and equipment $ 2.9 $ 2.7 Less accumulated depreciation (1.7 ) (1.5 ) Property and equipment, net $ 1.2 $ 1.2 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Intangible Assets, Net of Accumulated Amortization | Intangible assets, net of accumulated amortization, consisted of the following: September 30, 2016 December 31, 2015 Gross Accumulated Net Carrying Gross Accumulated Net Carrying Customer relationships and product supply agreements $ 34.3 $ (7.1 ) $ 27.2 $ 28.9 $ (4.5 ) $ 24.4 Trademarks/Trade Names 17.6 (3.0 ) 14.6 15.0 (2.9 ) 12.1 Technology 2.0 (0.5 ) 1.5 2.0 (0.3 ) 1.7 Non-compete agreement 1.4 (0.6 ) 0.8 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 0.6 (0.3 ) 0.3 Intangible assets, net $ 59.2 $ (14.7 ) $ 44.5 $ 52.4 $ (12.9 ) $ 39.5 |
Accrued and Other Current Lia27
Accrued and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accrued and Other Current Liabilities | Accrued and other current liabilities consisted of the following: September 30, December 31, Compensation, benefits and commissions $ 4.3 $ 3.5 Accruals and other liabilities 5.5 5.2 Accrued and other current liabilities $ 9.8 $ 8.7 |
Financings (Tables)
Financings (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Notes payable | Notes payable consisted of the following at September 30, 2016: September 30, December 31, Energy Source acquisition notes $ 10.0 $ 10.0 Value Lighting acquisition note 2.5 2.8 TNT acquisition notes 2.0 — Total notes payable $ 14.5 $ 12.8 Less: Notes payable - current (11.4 ) (10.4 ) Notes payable - noncurrent $ 3.1 $ 2.4 |
Purchase Price Obligations (Tab
Purchase Price Obligations (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Remeasurement Based on Significant Inputs Not Observable, Level 3 Measurement | Changes in the fair value of purchase price obligations during the nine months ended September 30, 2016: Fair value, January 1 (2) $ 8.8 Fair value of acquisition liabilities paid (7.4 ) Fair value of consideration issued 4.1 Change in fair value (1) (0.1 ) Fair value, September 30 (2) $ 5.4 (1) Change in fair value includes a $0.9 million reduction during the third quarter due to a change in assumptions utilized in the calculation of purchase price obligations. (2) Purchase price obligations 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. |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques | The following table presents quantitative information about Level 3 fair value measurements as of September 30, 2016: Fair Value Valuation Technique Unobservable Inputs Earnout liabilities $ 4.6 Income approach Discount rate – Stock distribution price floor 0.8 Monte Carlo simulation Volatility – 60% Risk free rate – 1.2% Dividend yield – 0% Fair value $ 5.4 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Changes in Issued and Outstanding Common Stock | The changes in issued and outstanding common stock for the nine months ended September 30, 2016 were as follows: Shares Balance at January 1, 2016 15,964,503 Shares issued for stock-based compensation 311,627 Shares issued in public offering (1) 3,191,250 Shares issued in private placement offering (2) 172,413 Shares issued for contingent consideration and acquisition 1,203,821 Balance at September 30, 2016 20,843,614 (1) During the second quarter of 2016, we completed an 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 2), to pay down bank debt and for general corporate purposes. (2) During the second quarter of 2016, we sold shares for $1.0 million in a private placement to one of our distributors. Net proceeds were used for general corporate purposes. |
Net income (loss) per Share (Ta
Net income (loss) per Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Computation of Basic and Diluted 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, 2016 2015 2016 2015 Numerator: Net income (loss) $ 1.6 $ (0.3 ) $ (2.1 ) $ (3.8 ) Denominator: Weighted-average common shares (in thousands)—basic 20,491 15,463 18,519 14,541 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 21,143 15,463 18,519 14,541 Basic net income (loss) per share $ 0.08 $ (0.02 ) $ (0.11 ) $ (0.26 ) Diluted net income (loss) per share $ 0.08 $ (0.02 ) $ (0.11 ) $ (0.26 ) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Summary of Stock Option Activity | no intrinsic value. The following table presents a summary of activity for the nine months ended September 30, 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, September 30, 2016 27,828 $ 44.76 3.26 |
Summary of Restricted Shares Activity | The following table presents a summary of activity for the nine months ended September 30, 2016: Number of Weighted Average Outstanding, January 1, 2016 134,633 $ 19.36 Granted 327,508 6.25 Vested (73,494 ) 16.70 Forfeited (19,214 ) 19.54 Outstanding and expected to vest, September 30, 2016 369,433 $ 7.52 |
Summary of Restricted Share Units Activity | The following table presents a summary of activity for the nine months ended September 30, 2016: Number of Weighted Average Outstanding, January 1, 2016 — $ — Granted 102,350 7.16 Vested (3,333 ) 10.30 Outstanding and expected to vest, September 30, 2016 99,017 $ 7.05 |
The Company - Additional Inform
The Company - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Jun. 30, 2016USD ($) | May 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)Segment | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Organization And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Number of reportable segments | Segment | 1 | ||||||||
Revenue from sales taxes | $ 1,500,000 | $ 1,200,000 | $ 3,700,000 | $ 3,000,000 | |||||
Liquidity | 5,400,000 | 5,400,000 | $ 2,800,000 | ||||||
Cash and cash equivalents | 3,911,000 | $ 882,000 | 3,911,000 | 882,000 | 219,000 | $ 6,033,000 | |||
Additional borrowing capacity under the Revolving Credit Facility | 1,500,000 | 1,500,000 | 2,600,000 | ||||||
Issuance of common stock, net of issuance fees | $ 15,200,000 | $ 15,200,000 | 16,192,000 | $ 9,525,000 | |||||
Issuance of common stock in a private placement | $ 1,000,000 | $ 1,000,000 | |||||||
Line of credit facility, maximum borrowing amount | 27,000,000 | $ 27,000,000 | |||||||
Line of credit facility, maturity date | 2017-10 | ||||||||
Revolving credit facility | 25,513,000 | $ 25,513,000 | 22,026,000 | ||||||
Working capital | 40,800,000 | 40,800,000 | $ 25,900,000 | ||||||
Maximum | |||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Payment required under certain channel distribution agreement upon revenue target achieved | $ 1,000,000 | $ 1,000,000 |
Acquisitions of Businesses an34
Acquisitions of Businesses and Other Intangibles - Additional Information (Detail) $ in Thousands | 3 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | May 09, 2016Location | |
Business Acquisition [Line Items] | |||||||
Amortization of intangible assets | $ 1,000 | $ 1,100 | $ 3,800 | $ 3,000 | |||
Net income | $ 1,629 | $ (285) | (2,114) | $ (3,819) | $ (2,382) | ||
TNT | |||||||
Business Acquisition [Line Items] | |||||||
Number of municipalities covered | Location | 120 | ||||||
Revenue | $ 12,800 | ||||||
Net income | $ 2,000 | ||||||
Backlog | |||||||
Business Acquisition [Line Items] | |||||||
Amortization of intangible assets | $ 3,300 | $ 2,600 |
Purchase Price Allocation (Deta
Purchase Price Allocation (Detail) - USD ($) $ in Thousands | May 09, 2016 | Aug. 05, 2015 | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | |
Consideration: | ||||||
Cash paid | $ 1,015 | |||||
Contingent consideration | 5,400 | $ 9,100 | ||||
Fair Value of Assets Acquired and Liabilities Assumed: | ||||||
Goodwill | $ 71,827 | $ 64,267 | ||||
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 | 1,300 | |||||
Goodwill | [3] | 7,500 | ||||
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 | [3] | 21,300 | ||||
Intangible assets | [4] | 8,800 | ||||
Net Assets | 31,500 | |||||
Energy Source | Common Stock | ||||||
Consideration: | ||||||
Common stock issued | $ 9,700 | |||||
[1] | Includes the prepayment of a preliminary working capital adjustment of $0.6 million. The cash payment was funded through the common stock offering (see Note 10). | |||||
[2] | Contingent consideration is based on expected revenue and adjusted EBITDA. | |||||
[3] | 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. | |||||
[5] | The cash payment funded through the issuance of common stock to a third-party investor for $10.0 million. | |||||
[6] | The promissory notes are supported by an irrevocable letter of credit from RVL (see Note 14). | |||||
[7] | Contingent consideration is based on projected EBITDA during 2015, 2016 and 2017. |
Purchase Price Allocation (Pare
Purchase Price Allocation (Parenthetical) (Detail) - USD ($) $ in Millions | May 09, 2016 | Sep. 30, 2016 | Aug. 05, 2015 |
TNT | |||
Business Acquisition [Line Items] | |||
Working capital adjustment | $ 0.6 | ||
Increase to goodwill related to an adjustment in working capital | $ 1.3 | ||
Energy Source | Common Stock | |||
Business Acquisition [Line Items] | |||
Business acquisition, number of shares issued value | $ 10 |
Business Acquisition Pro Forma
Business Acquisition Pro Forma Information (Detail) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Business Acquisition, Pro Forma Information [Line Items] | ||
Revenue | $ 128.8 | $ 163.4 |
Operating income | 0.5 | 0.2 |
Net loss | $ (1.4) | $ (1.7) |
Accounts Receivable, Net of A38
Accounts Receivable, Net of Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Trade receivables | $ 48,600 | $ 42,100 |
Allowance for doubtful accounts | (900) | (1,000) |
Accounts receivable, net of allowance for doubtful accounts | $ 47,678 | $ 41,132 |
Accounts Receivable, Net of A39
Accounts Receivable, Net of Allowance for Doubtful Accounts - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Other selling, general and administrative | Maximum | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Bad debt expense | $ 0.1 | $ 0.1 | $ 0.6 | $ 0.1 |
Components of Inventories (Deta
Components of Inventories (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Inventory [Line Items] | ||
Raw materials | $ 4,000 | $ 3,800 |
Finished goods, net | 21,800 | 20,300 |
Total | 25,800 | 24,100 |
Less: Provision for obsolescence | (1,600) | (2,000) |
Inventories, net | $ 24,225 | $ 22,135 |
Property and Equipment, Net of
Property and Equipment, Net of Accumulated Depreciation (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 2,900 | $ 2,700 |
Less accumulated depreciation | (1,700) | (1,500) |
Property and equipment, net | $ 1,218 | $ 1,247 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 100 | $ 100 | $ 307 | $ 415 |
Intangible Assets Subject to Am
Intangible Assets Subject to Amortization (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Cost | $ 59,200 | $ 52,400 |
Accumulated Amortization | (14,700) | (12,900) |
Net Carrying Amount | 44,472 | 39,595 |
Customer Contracts and back log | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Cost | 3,300 | 4,800 |
Accumulated Amortization | (3,100) | (4,500) |
Net Carrying Amount | 200 | 300 |
Customer relationships and product supply agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Cost | 34,300 | 28,900 |
Accumulated Amortization | (7,100) | (4,500) |
Net Carrying Amount | 27,200 | 24,400 |
Non- compete agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Cost | 1,400 | 1,100 |
Accumulated Amortization | (600) | (400) |
Net Carrying Amount | 800 | 700 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Cost | 2,000 | 2,000 |
Accumulated Amortization | (500) | (300) |
Net Carrying Amount | 1,500 | 1,700 |
Trademarks / Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Cost | 17,600 | 15,000 |
Accumulated Amortization | (3,000) | (2,900) |
Net Carrying Amount | 14,600 | 12,100 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Cost | 600 | 600 |
Accumulated Amortization | (400) | (300) |
Net Carrying Amount | $ 200 | $ 300 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 1 | $ 1.1 | $ 3.8 | $ 3 |
Accrued and Other Current Lia45
Accrued and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Payables And Accruals [Line Items] | ||
Compensation, benefits and commissions | $ 4,300 | $ 3,500 |
Accruals and other liabilities | 5,500 | 5,200 |
Accrued and other current liabilities | $ 9,849 | $ 8,717 |
Financings - Additional Informa
Financings - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Jul. 31, 2016 | Aug. 31, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | May 30, 2016 | Dec. 31, 2015 | Apr. 30, 2015 | |
Financing Activities and Borrowing Arrangements [Line Items] | |||||||||
Line of credit facility, maximum borrowing amount | $ 27,000,000 | $ 27,000,000 | |||||||
Line of credit facility, maturity date | Oct. 4, 2017 | ||||||||
Guaranteed borrowing capacity | 7,000,000 | $ 7,000,000 | $ 5,000,000 | ||||||
Guaranteed additional borrowing capacity | 7,000,000 | 7,000,000 | |||||||
Revolving credit facility | 25,513,000 | 25,513,000 | $ 22,026,000 | ||||||
Interest Expenses | 200,000 | $ 200,000 | 700,000 | $ 500,000 | |||||
Notes payable, current | 11,360,000 | 11,360,000 | 10,360,000 | ||||||
Notes payable | 14,500,000 | 14,500,000 | 12,800,000 | ||||||
Energy Source | |||||||||
Financing Activities and Borrowing Arrangements [Line Items] | |||||||||
Accrued interest | 100,000 | 100,000 | $ 200,000 | ||||||
Interest Expenses | 200,000 | 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 | Jul. 20, 2016 | ||||||||
Debt instrument, maturity date | 2017-01 | ||||||||
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 | $ 1,400,000 | |||||||
TNT | |||||||||
Financing Activities and Borrowing Arrangements [Line Items] | |||||||||
Debt instrument, interest rate | 5.00% | ||||||||
Notes payable | $ 2,000,000 | ||||||||
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 | Sep. 30, 2016 | Dec. 31, 2015 |
Line of Credit Facility [Line Items] | ||
Notes payable | $ 14,500 | $ 12,800 |
Less: Notes payable - current | (11,360) | (10,360) |
Notes payable - noncurrent | 3,156 | 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 | 2,500 | $ 2,800 |
TNT | ||
Line of Credit Facility [Line Items] | ||
Notes payable | $ 2,000 |
Fair Value Remeasurement Based
Fair Value Remeasurement Based on Significant Inputs Not Observable (Detail) $ in Millions | 9 Months Ended | |
Sep. 30, 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 | (7.4) | |
Fair value of consideration issued | 4.1 | |
Change in fair value | (0.1) | [2] |
Fair value, ending balance | $ 5.4 | [1] |
[1] | Purchase price obligations 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. | |
[2] | Change in fair value includes a $0.9 million reduction during the third quarter due to a change in assumptions utilized in the calculation of purchase price obligations. |
Fair Value Remeasurement Base49
Fair Value Remeasurement Based on Significant Inputs Not Observable (Parenthetical) (Detail) $ in Millions | 3 Months Ended |
Sep. 30, 2016USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Change in assumptions utilized in the calculation of purchase price obligations | $ 0.9 |
Quantitative Information About
Quantitative Information About Level 3 Fair Value Measurements (Detail) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2016 | Dec. 31, 2015 | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Fair value | [1] | $ 5.4 | $ 8.8 |
Earn Out Liability | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Fair value | $ 4.6 | ||
Valuation Technique | Income approach | ||
Discount rate | 19.50% | ||
Stock Distribution | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Fair value | $ 0.8 | ||
Valuation Technique | Monte Carlo simulation | ||
Volatility | 60.00% | ||
Risk-free interest rate | 1.20% | ||
Dividend yield | 0.00% | ||
[1] | Purchase price obligations 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. |
Schedule of Changes in Common S
Schedule of Changes in Common Stock Outstanding (Detail) - Common Stock | 9 Months Ended | |
Sep. 30, 2016shares | ||
Class of Stock [Line Items] | ||
Balance at January 1, 2016 | 15,964,503,000 | |
Shares issued for stock-based compensation | 311,627,000 | |
Shares issued for contingent consideration and acquisition | 1,203,821,000 | |
Balance at September 30, 2016 | 20,843,614,000 | |
IPO | ||
Class of Stock [Line Items] | ||
Shares issued in offering | 3,191,250 | [1] |
Private Placement | ||
Class of Stock [Line Items] | ||
Shares issued in offering | 172,413 | [2] |
[1] | During the second quarter of 2016, we completed an 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 2), to pay down bank debt and for general corporate purposes. | |
[2] | During the second quarter of 2016, we sold shares for $1.0 million in a private placement to one of our distributors. Net proceeds were used for general corporate purposes. |
Schedule of Changes in Common52
Schedule of Changes in Common Stock Outstanding (Parenthetical) (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | May 31, 2016 | Jun. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | |
Class of Stock [Line Items] | |||||
Offering price of common stock | $ 5.25 | $ 5.25 | |||
Issuance of common stock, net of issuance fees | $ 15,200 | $ 15,200 | $ 16,192 | $ 9,525 | |
Issuance of common stock in a private placement | $ 1,000 | $ 1,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - shares | 9 Months Ended | |||
Sep. 30, 2016 | May 12, 2016 | Dec. 31, 2015 | May 11, 2015 | |
Class of Stock [Line Items] | ||||
Common stock, outstanding | 20,844,000 | 15,964,000 | ||
Common stock, shares authorized | 35,000,000 | 35,000,000 | 200,000,000 | 200,000,000 |
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% |
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 | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Numerator: | |||||
Net income (loss) | $ 1,629 | $ (285) | $ (2,114) | $ (3,819) | $ (2,382) |
Denominator: | |||||
Weighted-average common shares (in thousands)-basic | 20,491 | 15,463 | 18,519 | 14,541 | |
Effect of contingent purchase price obligations | 256 | ||||
Weighted-average common shares (in thousands)-diluted | 21,143 | 15,463 | 18,519 | 14,541 | |
Basic net income (loss) per share | $ 0.08 | $ (0.02) | $ (0.11) | $ (0.26) | |
Diluted net income (loss) per share | $ 0.08 | $ (0.02) | $ (0.11) | $ (0.26) | |
Restricted Stock | |||||
Denominator: | |||||
Effect of restricted shares and restricted share units | 385 | ||||
Restricted Share Units | |||||
Denominator: | |||||
Effect of restricted shares and restricted share units | 11 |
Income (Loss) Per Share - Addit
Income (Loss) Per Share - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
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 | 66,668 | 492,600 | 66,668 | 492,600 |
Contingent Consideration, Liability | $ 5.4 | $ 9.1 | $ 5.4 | $ 9.1 |
Contingent Consideration Cash Payments | $ 1.6 | $ 6.9 | $ 1.6 | $ 6.9 |
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Antidilutive number of options outstanding | 27,828 | 31,483 | ||
Average exercise price | $ 44.76 | $ 43.64 | $ 44.76 | $ 43.64 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) $ in Millions | Sep. 30, 2016USD ($) |
Federal and State | |
Income Taxes [Line Items] | |
Net operating loss carryforwards and estimated amortization expense | $ 65 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | May 31, 2013 | Sep. 30, 2016 | May 12, 2016 | Dec. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock, issued | 20,844,000 | 15,964,000 | ||
Restricted Share Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock awards vesting periods | 3 years | |||
Unrecognized compensation expense | $ 600,000 | |||
Weighted average term | 2 years 8 months 12 days | |||
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock awards vesting periods | 3 years | |||
2013 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock, issued | 1,100,000 | 500,000 | ||
Stock awards vesting periods | 3 years | |||
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] | ||||
Options, issued | 0 | |||
Options, exercised | 0 | |||
Options, vested | 0 | |||
Options outstanding, intrinsic value | $ 0 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Detail) - 2003 Plan - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 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 |
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 Contractual Life, Beginning of Period | 3 years 3 months 4 days | 3 years 9 months 7 days |
Summary of Restricted Shares Ac
Summary of Restricted Shares Activity (Detail) - Restricted Stock | 9 Months Ended |
Sep. 30, 2016$ / 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 | 134,633 |
Number of Restricted Shares, Shares Granted | shares | 327,508 |
Number of Restricted Shares, Shares Vested | shares | (73,494) |
Number of Restricted Shares, Shares Forfeited | shares | (19,214) |
Number of Restricted Shares, Ending Balance | shares | 369,433 |
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 | $ 19.36 |
Weighted Average Grant Date Fair Value Per Share, Shares Granted | $ / shares | 6.25 |
Weighted Average Grant Date Fair Value Per Share, Shares Vested | $ / shares | 16.70 |
Weighted Average Grant Date Fair Value Per Share, Shares Forfeited | $ / shares | 19.54 |
Weighted Average Grant Date Fair Value Per Share, Ending Balance | $ / shares | $ 7.52 |
Summary of Restricted Share Uni
Summary of Restricted Share Units Activity (Detail) - Restricted Share Units | 9 Months Ended |
Sep. 30, 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 | 102,350 |
Number of Restricted Shares, Shares Vested | shares | (3,333) |
Number of Restricted Shares, Ending Balance | shares | 99,017 |
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 | $ 7.16 |
Weighted Average Grant Date Fair Value Per Share, Shares Vested | $ / shares | 10.30 |
Weighted Average Grant Date Fair Value Per Share, Ending Balance | $ / shares | $ 7.05 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | May 12, 2016shares | Apr. 21, 2014shares | Apr. 09, 2013USD ($)ExecutiveOfficersshares | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Apr. 30, 2016USD ($) | Dec. 31, 2015USD ($) | Apr. 30, 2015USD ($) | Jun. 30, 2014USD ($) |
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 | ||||||||
Restricted Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock awards vesting periods | 3 years | ||||||||
Aston Capital Limited Liability Company | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument amount | $ 2,600,000 | ||||||||
Number of new executives | ExecutiveOfficers | 2 | ||||||||
Executive compensation cost | $ 0 | ||||||||
Annual payment for underlying lease | $ 200,000 | ||||||||
Aston Capital Limited Liability Company | Restricted Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Restricted common stock agreed to be issued for services | shares | 50,000 | ||||||||
Restricted common stock agreed to be issued for services, vesting period | 3 years | ||||||||
Restricted common stock agreed to be issued for services, vesting date | Sep. 25, 2013 | ||||||||
Number of shares authorized for grant | shares | 250,000 | 30,000 | |||||||
Stock awards vesting periods | 3 years | 3 years | |||||||
Aston Capital Limited Liability Company | July Note | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument maturity date | Jan. 1, 2018 | ||||||||
Accrued interest | $ 200,000 | $ 400,000 | |||||||
Interest Expenses | $ 200,000 | $ 200,000 |