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 |