Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Jul. 27, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | RVLT | |
Entity Registrant Name | Revolution Lighting Technologies, Inc. | |
Entity Central Index Key | 917,523 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 22,477,859 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash and cash equivalents | $ 457 | $ 945 |
Accounts receivable, net of allowance for doubtful accounts | 34,963 | 34,972 |
Unbilled contracts receivable | 6,813 | 6,083 |
Inventories, net | 26,706 | 26,164 |
Vendor deposits, prepaid expenses and other | 9,554 | 9,510 |
Total current assets | 78,493 | 77,674 |
Property and equipment, net | 2,051 | 1,603 |
Goodwill | 61,508 | 61,508 |
Intangible assets, net | 27,164 | 28,372 |
Other assets, net | 999 | 1,077 |
Total assets | 170,215 | 170,234 |
Current Liabilities | ||
Accounts payable | 23,476 | 28,833 |
Accrued and other liabilities | 7,990 | 11,570 |
Acquisition payable | 510 | 1,796 |
Related party notes payable | 1,000 | 1,000 |
Purchase price obligations | 130 | |
Total current liabilities | 32,976 | 43,329 |
Revolving credit facility | 42,107 | 38,633 |
Acquisition payable | 1,326 | 270 |
Related party notes payable | 17,728 | 11,720 |
Other noncurrent liabilities | 244 | 419 |
Total liabilities | 94,381 | 94,371 |
Contingencies and Commitments | ||
Stockholders' Equity | ||
Common stock, par value $0.001 - 35,000 shares authorized and 22,418 shares issued and outstanding at June 30, 2018 and 35,000 shares authorized and 21,352 shares issued and outstanding at December 31, 2017 | 22 | 21 |
Additional paid-in-capital | 209,302 | 204,944 |
Accumulated deficit | (133,490) | (129,102) |
Total stockholders' equity | 75,834 | 75,863 |
Total liabilities and stockholders' equity | $ 170,215 | $ 170,234 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 35,000,000 | 35,000,000 |
Common stock, issued | 22,418,000 | 21,352,000 |
Common stock, outstanding | 22,418,000 | 21,352,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenue | $ 36,444 | $ 43,375 | $ 70,183 | $ 73,945 |
Cost of sales | 24,669 | 29,127 | 46,909 | 49,623 |
Gross profit | 11,775 | 14,248 | 23,274 | 24,322 |
Operating expenses: | ||||
Selling, general and administrative | 9,585 | 10,368 | 19,681 | 20,458 |
Research and development | 934 | 694 | 1,752 | 1,116 |
Amortization and depreciation | 1,047 | 1,793 | 2,048 | 3,732 |
Acquisition, severance and transition costs | 790 | 883 | 959 | 1,541 |
Stock-based compensation | 522 | 478 | 1,195 | 1,596 |
Total operating expenses | 12,878 | 14,216 | 25,635 | 28,443 |
Operating income (loss) | (1,103) | 32 | (2,361) | (4,121) |
Interest expense and other charges | (1,095) | (759) | (2,027) | (1,561) |
Net loss | $ (2,198) | $ (727) | $ (4,388) | $ (5,682) |
Net loss per share, basic and diluted | $ (0.10) | $ (0.03) | $ (0.20) | $ (0.27) |
Weighted average shares outstanding, basic and diluted | 22,232 | 20,761 | 22,027 | 20,680 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in-Capital | Accumulated Deficit |
Beginning Balance at Jan. 01, 2017 | $ 125,713 | $ 21 | $ 200,887 | $ (75,195) |
Stock-based compensation | 2,861 | 2,861 | ||
Shares issued for contingent consideration | 1,196 | 1,196 | ||
Net loss | (53,907) | (53,907) | ||
Ending Balance at Dec. 31, 2017 | 75,863 | 21 | 204,944 | (129,102) |
Stock-based compensation | 759 | 759 | ||
Issuance of common stock for cash, net of issuance costs | 3,600 | 1 | 3,599 | |
Net loss | (4,388) | (4,388) | ||
Ending Balance at Jun. 30, 2018 | $ 75,834 | $ 22 | $ 209,302 | $ (133,490) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (4,388) | $ (5,682) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization and depreciation | 2,825 | 3,732 |
Stock-based compensation | 1,195 | 1,596 |
Change in fair value of contingent consideration | (1,645) | |
Other noncash items affecting net income | 186 | (103) |
Changes in operating assets and liabilities, net of the effect of the acquisition: | ||
(Increase) decrease in trade receivables, net | 9 | 2,683 |
(Increase) decrease in unbilled contracts receivable | (730) | 3,912 |
(Increase) decrease in inventories, net | (542) | (4,556) |
(Increase) decrease in prepaid and other assets | (1,514) | (1,994) |
Increase (decrease) in accounts payable and accrued liabilities | (8,253) | (6,379) |
Net cash used in operating activities | (11,212) | (8,436) |
Cash Flows from Investing Activities: | ||
Payment of acquisition obligations | (137) | (284) |
Purchase of property and equipment and other | (1,403) | (652) |
Net cash used in investing activities | (1,540) | (936) |
Cash Flows from Financing Activities: | ||
Proceeds from the issuance of common stock | 3,600 | |
Net proceeds from revolving credit facility | 3,474 | 12,747 |
Net proceeds from related party notes payable | 5,280 | 7,000 |
Repayments of notes payable and short-term borrowings | (90) | (10,180) |
Fees pertaining to issuance of debt | (603) | |
Net cash provided by financing activities | 12,264 | 8,964 |
Net decrease in cash and cash equivalents | (488) | (408) |
Cash and cash equivalents, beginning of year | 945 | 883 |
Cash and cash equivalents, end of year | $ 457 | 475 |
Common Stock | Contingent Consideration | ||
Non-cash investing and financing activities: | ||
Issuance of common stock for contingent consideration | $ 554 |
The Company
The Company | 6 Months Ended |
Jun. 30, 2018 | |
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 We generate revenue by selling lighting products and solutions 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, controls 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. Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosure made are adequate to make the information not misleading. The condensed financial statements included in this Form 10-Q 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 as required by Regulation S-X, 10-01. 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 six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the full year ending on December 31, 2018, 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. Purchase Price Obligations In connection with the acquisition of Energy Source, we were obligated to issue contingent consideration of $0.1 million at December 31, 2017, which was paid on April 4, 2018. 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 taxes were $1.4 million and $1.2 million for the three months ended June 30, 2018 and 2017, respectively, and $2.4 million and $1.9 million for the six months ended June 30, 2018 and 2017, respectively. Liquidity and Capital Resources Our liquidity as of June 30, 2018 and December 31, 2017 was $2.5 million and $7.4 million, respectively, which consisted of cash and cash equivalents of $0.5 million and $0.9 million, respectively, and additional borrowing capacity under the Revolving Credit Facility of $2.0 million and $6.5 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. See Note 13. At June 30, 2018 and December 31, 2017, we had working capital of $45.5 million and $34.3 million, respectively. We believe we have adequate resources to meet our cash requirements for the foreseeable future. Recent accounting pronouncements not yet adopted In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases right-of-use Recently adopted accounting pronouncements On January 1, 2018, we adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) On January 1, 2018, we adopted ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments,” On January 1, 2018, we adopted ASU 2017-01, Business Combinations: Clarifying the Definition of a Business On January 1, 2018, we adopted ASU 2017-09, Compensation—Stock Compensation: Scope of Modification Accounting |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contracts with Customers | 2. Revenue from Contracts with Customers We recognize revenue from our product sales upon shipment or delivery to customers in accordance with the respective contractual arrangements, provided no significant obligations remain and collection is probable. For sales that include customer acceptance terms, revenue is recorded after customer acceptance, which generally requires shipment to the customer’s designated applicable location. It is our policy that all sales are final. Requests for returns are reviewed on a case by case basis. As revenue is recorded, we accrue an estimated amount for product returns as a reduction of revenue. We recognize revenue from fixed-price and modified fixed-price contracts for turnkey energy conservation projects using cost-based input methods, in which significant judgement is required to evaluate assumptions including the amount of net contract revenue and the total estimated cost to determine our progress towards contract completion and to calculate the corresponding amount of revenue recognized. Cost-based input methods are used to reflect contract progress as costs are incurred. The transaction price is determined based on the contract price, which has a fixed or determinable fee. If estimated total costs on any contract are greater than the net contract revenues, we recognize the entire estimated loss in the period the loss becomes known. The cumulative effect of revisions to estimates related to net contract revenues or costs to complete contracts are recorded in the period in which the revisions to estimates are identified and the amounts can be reasonably estimated. Unbilled contracts receivable represents a contract asset for revenue that has been recognized in advance of billing the customer, which is common for construction-type contracts. Billing requirements vary by contract and are generally structured as milestone-based or in accordance with prescribed billing dates (i.e. first and middle of the month) to coincide with the completion of the project. From time to time, certain of our turnkey energy conservation projects may also contain retainage provisions. Retainage represents a contract asset for the portion of the contract price earned by us for work performed but held for payment by the customer as a form of security, until a specific period of time has elapsed. Revenue, disaggregated by revenue stream, consisted of the following: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Revenue from the sale of LED products $ 26.3 $ 30.2 $ 49.8 $ 50.0 Revenue from fixed-price and modified fixed-price contracts for turnkey energy conservation projects (predominately related to LED products) 10.2 13.1 20.4 23.9 Revenue $ 36.5 $ 43.3 $ 70.2 $ 73.9 For the three and six months ended June 30, 2018 and 2017, revenue earned outside of the United States was less than 1% for each period. Practical Expedients and Exemptions We have excluded disclosure related to the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied at June 30, 2018 as the contract periods are of one year or less. Additionally, we do not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. At June 30, 2018, we had no contracts with an original expected length of greater than one year. We generally expense sales commissions in “Selling, general and administrative expenses” in the unaudited Condensed Consolidated Statements of Operations at the time the applicable revenue is recorded. Shipping and handling costs are treated as fulfillment activities and not as promised services, and are expensed as incurred. |
Accounts Receivable, Net of All
Accounts Receivable, Net of Allowance for Doubtful Accounts | 6 Months Ended |
Jun. 30, 2018 | |
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: June 30, December 31, 2018 2017 Trade receivables $ 35.4 $ 35.5 Allowance for doubtful accounts (0.4 ) (0.5 ) Accounts receivable, net of allowance for doubtful accounts $ 35.0 $ 35.0 Bad debt expense, which was recorded in “Selling, general and administrative” in the unaudited Condensed Consolidated Statements of Operations, was less than $0.1 million and $0.4 million for the three months ended June 30, 2018 and 2017, respectively, and less than $0.1 million and $0.4 million for the six months ended June 30, 2018 and 2017, respectively. |
Inventories, Net
Inventories, Net | 6 Months Ended |
Jun. 30, 2018 | |
Inventories, Net | 4. Inventories, Net Inventories, which are primarily purchased from third parties, consisted of the following: June 30, December 31, 2018 2017 Raw materials $ 0.8 $ 0.3 Finished goods 26.5 27.1 Total 27.3 27.4 Less: Provision for obsolescence (0.6 ) (1.2 ) Inventories, net $ 26.7 $ 26.2 During the three and six months ended June 30, 2018, we reduced both finished goods and the provision for obsolescence by $0.3 million. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2018 | |
Property and Equipment | 5. Property and Equipment Property and equipment, net of accumulated depreciation, consisted of the following: June 30, December 31, 2018 2017 Total property and equipment $ 3.8 $ 3.0 Less accumulated depreciation (1.7 ) (1.4 ) Property and equipment, net $ 2.1 $ 1.6 Depreciation expense related to property and equipment, which was recorded in “Amortization and depreciation” in the unaudited Condensed Consolidated Statements of Operations, was $0.2 million for both the three months ended June 30, 2018 and 2017, respectively, and $0.3 million for both the six months ended June 30, 2018 and 2017, respectively. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2018 | |
Intangible Assets | 6. Intangible Assets Intangible assets consisted of the following: June 30, 2018 December 31, 2017 Gross Cost Accumulated Amortization Net Carrying Amount Gross Cost Accumulated Amortization Net Carrying Amount Customer relationships and product supply agreements $ 25.1 $ (7.8 ) $ 17.3 $ 24.6 $ (6.6 ) $ 18.0 Trademarks/Trade Names 12.2 (2.7 ) 9.5 12.2 (2.3 ) 9.9 Other 1.3 (0.9 ) 0.4 1.3 (0.8 ) 0.5 Intangible assets $ 38.6 $ (11.4 ) $ 27.2 $ 38.1 $ (9.7 ) $ 28.4 Amortization expense related to intangible assets, which was recorded in “Amortization and depreciation” in the unaudited Condensed Consolidated Statements of Operations, was $0.8 million and $1.4 million for the three months ended June 30, 2018 and 2017, respectively, and $1.7 million and $2.8 million for the six months ended June 30, 2018 and 2017, respectively. |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2018 | |
Accrued and Other Current Liabilities | 7. Accrued and Other Current Liabilities Accrued and other current liabilities consisted of the following: June 30, December 31, 2018 2017 Compensation, benefits and commissions $ 2.8 $ 3.7 Accrued restructuring costs (1) 1.3 1.8 Accruals and other current liabilities 3.9 6.1 Accrued and other current liabilities $ 8.0 $ 11.6 (1) See Note 14 for additional information regarding restructuring activities. |
Financings
Financings | 6 Months Ended |
Jun. 30, 2018 | |
Financings | 8. 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 June 30, 2018, our Chairman, Chief Executive Officer and President had guaranteed $10.0 million of the borrowings under the Revolving Credit Facility (see Note 13). At June 30, 2018 and December 31, 2017, the balance outstanding on the Revolving Credit Facility was $42.1 million and $38.6 million, respectively. We recorded interest expense of $0.5 million for both the three months ended June 30, 2018 and 2017, respectively, and $1.0 million and $0.9 million for the six months ended June 30, 2018 and 2017, respectively. In connection with obtaining the revolving credit facility, we incurred debt issuance costs, which are being amortized through the maturity date. At June 30, 2018 and December 31, 2017, we had $0.5 million and $0.6 million, respectively, of deferred debt issuance costs, which are recorded in “Other assets, net” in the unaudited Condensed Consolidated Balance Sheets. Amortization expense of deferred debt issuance costs was less than $0.1 million and $0.1 million for the three months ended June 30, 2018 and 2017, respectively, and $0.1 million and $0.2 million for the six months ended June 30, 2018 and 2017, respectively. Acquisition Payable In conjunction with the acquisition of Value Lighting, we refinanced $3.7 million of Value Lighting’s trade accounts payable. The acquisition payable, which was modified during the second quarter of 2018, is paid in monthly installments through October 2019 and a lump sum payment of $1.2 million due on November 22, 2019, which may be settled, at our option, in either cash or an equivalent amount of our common shares based upon their then-current market value. At June 30, 2018 and December 31, 2017, the acquisition payable was $1.8 million and $2.1 million, respectively, of which $0.5 million and $1.8 million, respectively, was current. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2018 | |
Stockholders' Equity | 9. Stockholders’ Equity Common Stock The changes in issued and outstanding common stock during the six months ended June 30, 2018 were as follows: Shares Balance at January 1, 2018 21,352,383 Shares issued for stock-based compensation 65,918 Shares issued to RVL and affiliates 1,000,000 Balance at June 30, 2018 22,418,301 During the first quarter of 2018, our Chief Executive Officer purchased an additional 850,000 shares of common stock and our Chief Financial Officer purchased an additional 150,000 shares of common stock for a total of $3.6 million. At June 30, 2018, 9,670,386, or 43% 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 June 30, 2018. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2018 | |
Income Taxes | 10. Income Taxes New Tax Legislation On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act. This legislation makes broad and complex changes to the U.S. tax code, including, but not limited to: (i) reducing the U.S. federal statutory tax rate from 35% to 21%; (ii) eliminating the corporate alternative minimum tax (AMT) and changing how existing AMT credits can be realized; (iii) modifying the officer’s compensation limitation, and (iv) changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017. Specifically, the TCJA limits the amount the Company is able to deduct for net operating loss carryforwards generated in taxable years beginning after December 31, 2017 to 80% of taxable income; however, these net operating loss carryforwards can be carried forward indefinitely. We recognize the effects of changes in tax law, including the TCJA, in the period the law is enacted. Accordingly, the effects of the TCJA were recognized in the financial statements for the year ended December 31, 2017. Under the Act, our $60.6 million in federal net operating loss carryforwards generated as of June 30, 2018 will continue to be carried forward for 20 years and are expected to be available to fully offset taxable income earned in future tax years. At June 30, 2018, we had not completed our accounting for the tax effects of the enactment of the TCJA; however in certain cases we have made a reasonable estimate of the effects of the TCJA. Our preliminary estimate of the effects of the TCJA, including the remeasurement of deferred tax assets and liabilities and the recognition of an income tax benefit related to AMT tax credit carryforwards, is subject to the finalization of management’s analysis related to certain matters, such as developing interpretations of the provisions of the TCJA and the filing of our tax returns. U.S. Treasury regulations, administrative interpretations or court decisions interpreting the TCJA may require further adjustments and changes in our estimates. The final determination of the effects of the TCJA will be completed as additional information becomes available, but no later than one year from the enactment of the TCJA. In all cases, we will continue to make and refine our calculations as additional analysis is completed. In addition, our estimates may also be affected as we gain a more thorough understanding of the tax law. However, we do not expect this to have a material impact on our operating results or financial condition. 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 three and six months ended June 30, 2018 and 2017 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 June 30, 2018, we had approximately $60.6 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 | 6 Months Ended |
Jun. 30, 2018 | |
Loss per Share | 11. Loss per Share The computation of basic and diluted net loss per share for the periods indicated is as follows: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Numerator: Net loss $ (2.2 ) $ (0.7 ) $ (4.4 ) $ (5.7 ) Denominator: Weighted-average common shares (in thousands) – basic and diluted 22,232 20,761 22,027 20,680 Loss per share, basic and diluted $ (0.10 ) $ (0.03 ) $ (0.20 ) $ (0.27 ) Included in the computation of basic net loss per share for the three and six months ended June 30, 2017 were 26,669 potentially dilutive shares. Additionally, at June 30, 2017, we were contingently obligated to pay $0.2 million, which may be settled, at our option, in either cash or an equivalent amount of our 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 six months ended June 30, 2017, as they were antidilutive. At June 30, 2018 and 2017, 24,875 and 24,928 outstanding options, respectively, with an average exercise price of $44.45 for both periods, were not recognized in the diluted earnings per share calculation as they were antidilutive. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2018 | |
Stock-Based Compensation | 12. Stock-Based Compensation The 2003 Plan The following table presents a summary of activity for the six months ended June 30, 2018: Number of Options Weighted Average Exercise Price Weighted Average Contractual Life Outstanding, January 1, 2018 24,875 $ 44.45 2.57 Outstanding and expected to vest, June 30, 2018 24,875 $ 44.45 2.57 Exercisable, June 30, 2018 24,875 $ 44.45 2.57 During the six months ended June 30, 2018, no options were issued. We issue new common shares upon the exercise of options. Options outstanding at June 30, 2018 had no intrinsic value. At June 30, 2018, unrecognized compensation expense related to options was less than $0.1 million, which is expected to be recognized over a weighted-average period of less than one year. The 2013 Plan On May 1, 2018, our stockholders voted on a fourth amendment to the 2013 Plan (the “2013 Plan”) to increase the number of common shares that may be issued to officers, employees, non-employee Restricted Shares The following table presents a summary of activity for the six months ended June 30, 2018: Number of Shares Weighted Average Grant Date Fair Value Outstanding, January 1, 2018 223,499 $ 6.46 Vested (122,663 ) $ 6.87 Outstanding and expected to vest, June 30, 2018 100,836 $ 5.95 At June 30, 2018, there was $0.6 million of unrecognized compensation expense related to nonvested restricted shares, which is expected to be recognized over a weighted-average period of 1 year. The total fair value of restricted shares that vested during the six months ended June 30, 2018 and 2017 was $0.8 million and $1.1 million, respectively. Restricted Share Units During the six months ended June 30, 2018, 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 six months ended June 30, 2018: Number of Units Weighted Average Grant Date Fair Value Outstanding, January 1, 2018 242,684 $ 7.17 Granted 243,062 4.04 Vested (65,918 ) 3.85 Forfeited (48,150 ) 6.97 Outstanding and expected to vest, June 30, 2018 371,678 $ 5.43 At June 30, 2018, there was $2.0 million of unrecognized compensation expense related to nonvested restricted share units, which is expected to be recognized over a weighted-average period of 2.4 years. The total fair value of restricted shares that vested was $0.3 million and $0.4 million for the six months ended June 30, 2018 and 2017, respectively. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions | 13. Related Party Transactions Chairman, Chief Executive Officer and President As of June 30, 2018, our Chairman, Chief Executive Officer, and President has guaranteed $10.0 million of borrowings under our Revolving Credit Facility. See Note 8. During the first quarter of 2018, our Chief Executive Officer purchased an additional 850,000 shares of common stock and our Chief Financial Officer purchased an additional 150,000 shares of common stock for a total of $3.6 million. See Note 9. Aston Capital, LLC During the second quarter of 2018, we entered into an amended promissory note with Aston Capital, LLC (“Aston”) increasing the amount to $17.7 million, and extending the due date to July 1, 2020, which can be prepaid at our option. The amended note payable bears interest at 9% annually and can be paid in-kind. During the six months ended June 30, 2018 and 2017, Aston provided $0.2 million and $1.5 million, respectively, in advances that bear interest annually at 9%. At both June 30, 2018 and December 31, 2017, the balance was $1.0 million, which was included in “Related party notes payable” in the unaudited Condensed Consolidated Balance Sheets. We recorded interest expense related to financing agreements with Aston of $0.3 million and $0.2 million for the three months ended June 30, 2018 and 2017, respectively, and $0.6 million and $0.2 million for the six months ended June 30, 2018 and 2017, respectively. At December 31, 2017, we had accrued interest of $0.1 million. 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 during both the three months ended June 30, 2018 and 2017, and $0.2 million during both the six months ended June 30, 2018 and 2017. |
Restructuring Activities
Restructuring Activities | 6 Months Ended |
Jun. 30, 2018 | |
Restructuring Activities | 14. Restructuring Activities In the fourth quarter of 2017, we announced a restructuring plan to further streamline our operations, eliminate redundancies at certain divisions and address certain operational functions. As part of the restructuring, we (i) consolidated the operations of three divisions into one, (ii) consolidated our sales, purchasing, bidding and proposal and accounting functions, (iii) expanded and refocused our marketing resources, including changes to key management positions at certain divisions, and (iv) exited certain product lines and related operations, including the eliminations of a number of warehouse locations. Restructuring charges are recorded in accordance with ASC 420-10, Exit or Disposal Cost Obligations 420-10, At December 31, 2017, we had recorded a liability of $1.8 million related to certain components of the restructuring reserve, which was included in “Accrued and other liabilities” in the unaudited Condensed Consolidated Balance Sheets. During the six months ended June 30, 2018, we reduced such liability to $1.3 million to reflect certain restructuring activities. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies | 15. Commitments and 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 June 30, 2018, we were 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 were required to make payments under a certain channel distribution agreement if revenue targets are achieved. The maximum amount of such payments was $0.5 million, which was accrued as of December 31, 2017, and was subsequently paid in April 2018. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events | 16. Subsequent Events Effective August 3, 2018, we issued 1.1 million shares of our common stock to Aston in exchange for $3.3 million of our outstanding debt due to Aston, which reduced the outstanding balance from $17.7 million to $14.4 million (see Note 13). |
The Company (Policies)
The Company (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
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. Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosure made are adequate to make the information not misleading. The condensed financial statements included in this Form 10-Q 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 as required by Regulation S-X, 10-01. 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 six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the full year ending on December 31, 2018, 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. |
Purchase Price Obligations | Purchase Price Obligations In connection with the acquisition of Energy Source, we were obligated to issue contingent consideration of $0.1 million at December 31, 2017, which was paid on April 4, 2018. |
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 taxes were $1.4 million and $1.2 million for the three months ended June 30, 2018 and 2017, respectively, and $2.4 million and $1.9 million for the six months ended June 30, 2018 and 2017, respectively. |
Liquidity and Capital Resources | Liquidity and Capital Resources Our liquidity as of June 30, 2018 and December 31, 2017 was $2.5 million and $7.4 million, respectively, which consisted of cash and cash equivalents of $0.5 million and $0.9 million, respectively, and additional borrowing capacity under the Revolving Credit Facility of $2.0 million and $6.5 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. See Note 13. At June 30, 2018 and December 31, 2017, we had working capital of $45.5 million and $34.3 million, respectively. We believe we have adequate resources to meet our cash requirements for the foreseeable future. |
Recent accounting pronouncements | Recent accounting pronouncements not yet adopted In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases right-of-use Recently adopted accounting pronouncements On January 1, 2018, we adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) On January 1, 2018, we adopted ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments,” On January 1, 2018, we adopted ASU 2017-01, Business Combinations: Clarifying the Definition of a Business On January 1, 2018, we adopted ASU 2017-09, Compensation—Stock Compensation: Scope of Modification Accounting |
Revenue from Contracts with C24
Revenue from Contracts with Customers (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Schedule of Revenue, Disaggregated by Revenue Stream | Revenue, disaggregated by revenue stream, consisted of the following: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Revenue from the sale of LED products $ 26.3 $ 30.2 $ 49.8 $ 50.0 Revenue from fixed-price and modified fixed-price contracts for turnkey energy conservation projects (predominately related to LED products) 10.2 13.1 20.4 23.9 Revenue $ 36.5 $ 43.3 $ 70.2 $ 73.9 |
Accounts Receivable, Net of A25
Accounts Receivable, Net of Allowance for Doubtful Accounts (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Accounts Receivable, Net of Allowance for Doubtful Accounts | Accounts receivable, net of allowance for doubtful accounts, consisted of the following: June 30, December 31, 2018 2017 Trade receivables $ 35.4 $ 35.5 Allowance for doubtful accounts (0.4 ) (0.5 ) Accounts receivable, net of allowance for doubtful accounts $ 35.0 $ 35.0 |
Inventories, Net (Tables)
Inventories, Net (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Components of Inventories | Inventories, which are primarily purchased from third parties, consisted of the following: June 30, December 31, 2018 2017 Raw materials $ 0.8 $ 0.3 Finished goods 26.5 27.1 Total 27.3 27.4 Less: Provision for obsolescence (0.6 ) (1.2 ) Inventories, net $ 26.7 $ 26.2 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Property and Equipment, Net of Accumulated Depreciation | Property and equipment, net of accumulated depreciation, consisted of the following: June 30, December 31, 2018 2017 Total property and equipment $ 3.8 $ 3.0 Less accumulated depreciation (1.7 ) (1.4 ) Property and equipment, net $ 2.1 $ 1.6 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Intangible Assets | Intangible assets consisted of the following: June 30, 2018 December 31, 2017 Gross Cost Accumulated Amortization Net Carrying Amount Gross Cost Accumulated Amortization Net Carrying Amount Customer relationships and product supply agreements $ 25.1 $ (7.8 ) $ 17.3 $ 24.6 $ (6.6 ) $ 18.0 Trademarks/Trade Names 12.2 (2.7 ) 9.5 12.2 (2.3 ) 9.9 Other 1.3 (0.9 ) 0.4 1.3 (0.8 ) 0.5 Intangible assets $ 38.6 $ (11.4 ) $ 27.2 $ 38.1 $ (9.7 ) $ 28.4 |
Accrued and Other Current Lia29
Accrued and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Accrued and Other Current Liabilities | Accrued and other current liabilities consisted of the following: June 30, December 31, 2018 2017 Compensation, benefits and commissions $ 2.8 $ 3.7 Accrued restructuring costs (1) 1.3 1.8 Accruals and other current liabilities 3.9 6.1 Accrued and other current liabilities $ 8.0 $ 11.6 (1) See Note 14 for additional information regarding restructuring activities. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Changes in Issued and Outstanding Common Stock | The changes in issued and outstanding common stock during the six months ended June 30, 2018 were as follows: Shares Balance at January 1, 2018 21,352,383 Shares issued for stock-based compensation 65,918 Shares issued to RVL and affiliates 1,000,000 Balance at June 30, 2018 22,418,301 |
Loss per Share (Tables)
Loss per Share (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Computation of Basic and Diluted Net Loss Per Share | The computation of basic and diluted net loss per share for the periods indicated is as follows: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Numerator: Net loss $ (2.2 ) $ (0.7 ) $ (4.4 ) $ (5.7 ) Denominator: Weighted-average common shares (in thousands) – basic and diluted 22,232 20,761 22,027 20,680 Loss per share, basic and diluted $ (0.10 ) $ (0.03 ) $ (0.20 ) $ (0.27 ) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Summary of Stock Option Activity | The following table presents a summary of activity for the six months ended June 30, 2018: Number of Options Weighted Average Exercise Price Weighted Average Contractual Life Outstanding, January 1, 2018 24,875 $ 44.45 2.57 Outstanding and expected to vest, June 30, 2018 24,875 $ 44.45 2.57 Exercisable, June 30, 2018 24,875 $ 44.45 2.57 |
Summary of Restricted Shares Activity | The following table presents a summary of activity for the six months ended June 30, 2018: Number of Shares Weighted Average Grant Date Fair Value Outstanding, January 1, 2018 223,499 $ 6.46 Vested (122,663 ) $ 6.87 Outstanding and expected to vest, June 30, 2018 100,836 $ 5.95 |
Summary of Restricted Share Units Activity | The following table presents a summary of activity for the six months ended June 30, 2018: Number of Units Weighted Average Grant Date Fair Value Outstanding, January 1, 2018 242,684 $ 7.17 Granted 243,062 4.04 Vested (65,918 ) 3.85 Forfeited (48,150 ) 6.97 Outstanding and expected to vest, June 30, 2018 371,678 $ 5.43 |
The Company - Additional Inform
The Company - Additional Information (Detail) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)Segment | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) | |
Organization And Summary Of Significant Accounting Policies [Line Items] | |||||
Number of reportable segments | Segment | 1 | ||||
Revenue from sales tax | $ 1,400 | $ 1,200 | $ 2,400 | $ 1,900 | |
Liquidity | 2,500 | 2,500 | $ 7,400 | ||
Cash and cash equivalents | 457 | 457 | 945 | ||
Additional borrowing capacity under the Revolving Credit Facility | 2,000 | 2,000 | 6,500 | ||
Working capital | $ 45,500 | $ 45,500 | 34,300 | ||
Energy Source | |||||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||||
Contingent consideration | $ 100 |
Schedule of Revenue, Disaggrega
Schedule of Revenue, Disaggregated by Revenue Stream (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 36,444 | $ 43,375 | $ 70,183 | $ 73,945 |
Product [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 26,300 | 30,200 | 49,800 | 50,000 |
Fixed-price Contract [Member] | Turnkey Energy Conservation Projects | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 10,200 | $ 13,100 | $ 20,400 | $ 23,900 |
Revenue from Contracts with C35
Revenue from Contracts with Customers - Additional Information (Detail) - Contract | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Contract periods | One year or less | |||
Number of contracts | 0 | |||
Non-US [Member] | Geographic Concentration Risk [Member] | Revenue | Maximum | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue earned, percent | 1.00% | 1.00% | 1.00% | 1.00% |
Accounts Receivable, Net of A36
Accounts Receivable, Net of Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Trade receivables | $ 35,400 | $ 35,500 |
Allowance for doubtful accounts | (400) | (500) |
Accounts receivable, net of allowance for doubtful accounts | $ 34,963 | $ 34,972 |
Accounts Receivable, Net of A37
Accounts Receivable, Net of Allowance for Doubtful Accounts - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Selling, General and Administrative Expenses | Maximum | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Bad debt expense | $ 100,000 | $ 400,000 | $ 100,000 | $ 400,000 |
Components of Inventories (Deta
Components of Inventories (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Inventory [Line Items] | ||
Raw materials | $ 800 | $ 300 |
Finished goods | 26,500 | 27,100 |
Total | 27,300 | 27,400 |
Less: Provision for obsolescence | (600) | (1,200) |
Inventories, net | $ 26,706 | $ 26,164 |
Inventories, Net - Additional I
Inventories, Net - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2018 | Jun. 30, 2018 | |
Inventory [Line Items] | ||
Reduction in finished goods | $ 0.3 | $ 0.3 |
Reduction in provision for obsolescence | $ 0.3 | $ 0.3 |
Property and Equipment, Net of
Property and Equipment, Net of Accumulated Depreciation (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 3,800 | $ 3,000 |
Less accumulated depreciation | (1,700) | (1,400) |
Property and equipment, net | $ 2,051 | $ 1,603 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 0.2 | $ 0.2 | $ 0.3 | $ 0.3 |
Intangible Assets (Detail)
Intangible Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Cost | $ 38,600 | $ 38,100 |
Accumulated Amortization | (11,400) | (9,700) |
Net Carrying Amount | 27,164 | 28,372 |
Customer relationships and product supply agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Cost | 25,100 | 24,600 |
Accumulated Amortization | (7,800) | (6,600) |
Net Carrying Amount | 17,300 | 18,000 |
Trademarks / Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Cost | 12,200 | 12,200 |
Accumulated Amortization | (2,700) | (2,300) |
Net Carrying Amount | 9,500 | 9,900 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Cost | 1,300 | 1,300 |
Accumulated Amortization | (900) | (800) |
Net Carrying Amount | $ 400 | $ 500 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 0.8 | $ 1.4 | $ 1.7 | $ 2.8 |
Accrued and Other Current Lia44
Accrued and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | |
Payables And Accruals [Line Items] | |||
Compensation, benefits and commissions | $ 2,800 | $ 3,700 | |
Accrued restructuring costs | [1] | 1,300 | 1,800 |
Accruals and other current liabilities | 3,900 | 6,100 | |
Accrued and other current liabilities | $ 7,990 | $ 11,570 | |
[1] | See Note 14 for additional information regarding restructuring activities. |
Financings - Additional Informa
Financings - Additional Information (Detail) - USD ($) | Jan. 26, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 |
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 | 42,107,000 | 42,107,000 | $ 38,633,000 | |||
Interest Expenses | 500,000 | $ 500,000 | 1,000,000 | $ 900,000 | ||
Acquisition payable | 510,000 | 510,000 | 1,796,000 | |||
Acquisition payable current | 1,326,000 | 1,326,000 | 270,000 | |||
Maximum | ||||||
Financing Activities and Borrowing Arrangements [Line Items] | ||||||
Amortization expense of deferred debt issuance costs | 100,000 | $ 100,000 | 100,000 | $ 200,000 | ||
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% | |||||
Other Noncurrent Assets | ||||||
Financing Activities and Borrowing Arrangements [Line Items] | ||||||
Deferred debt issuance costs | 500,000 | 500,000 | 600,000 | |||
Value Lighting | ||||||
Financing Activities and Borrowing Arrangements [Line Items] | ||||||
Debt refinance amount | 3,700,000 | |||||
Acquisition payable | 1,800,000 | 1,800,000 | 2,100,000 | |||
Acquisition payable current | 500,000 | 500,000 | $ 1,800,000 | |||
Value Lighting | Debt Instrument Due in Twenty Eighteen November Twenty Two | ||||||
Financing Activities and Borrowing Arrangements [Line Items] | ||||||
Lump sum payment | $ 1,200,000 | $ 1,200,000 | ||||
Debt instrument maturity date | Nov. 22, 2019 |
Schedule of Changes in Common S
Schedule of Changes in Common Stock Outstanding (Detail) - Common Stock | 6 Months Ended |
Jun. 30, 2018shares | |
Class of Stock [Line Items] | |
Beginning Balance | 21,352,383 |
Shares issued for stock-based compensation | 65,918 |
Ending Balance | 22,418,301 |
RVL One Limited Liability Company | |
Class of Stock [Line Items] | |
Shares issued to RVL and affiliates | 1,000,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | |
Class of Stock [Line Items] | |||
Common stock issued during the period, value | $ 3,600 | ||
Common stock, outstanding | 22,418,000 | 21,352,000 | |
Preferred stock authorized to issue | 5,000,000 | ||
Preferred stock, shares outstanding | 0 | ||
Chief Executive Officer | |||
Class of Stock [Line Items] | |||
Common stock issued during the period | 850,000 | ||
Chief Financial Officer | |||
Class of Stock [Line Items] | |||
Common stock issued during the period | 150,000 | ||
Chief Executive Officer and Chief Financial Officer | |||
Class of Stock [Line Items] | |||
Common stock issued during the period, value | $ 3,600 | ||
Common stock, outstanding | 9,670,386 | ||
Common stock share outstanding owned | 43.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Income Taxes [Line Items] | |||||
U.S. federal statutory tax rate | 21.00% | ||||
Percentage of TCJA limitations on net operating loss carryforwards to taxable income | 80.00% | ||||
Maximum | |||||
Income Taxes [Line Items] | |||||
U.S. federal statutory tax rate | 35.00% | ||||
Federal | |||||
Income Taxes [Line Items] | |||||
Net operating loss carryforwards | $ 60,600,000 | ||||
Net operating loss carryforwards expiration period | carried forward for 20 years and are expected to be available to fully offset taxable income earned in future tax years. | ||||
Current income tax expense benefit | $ 0 | $ 0 | $ 0 | $ 0 | |
Deferred income tax expense benefit | 0 | $ 0 | 0 | $ 0 | |
Federal and State | |||||
Income Taxes [Line Items] | |||||
Net operating loss carryforwards | $ 60,600,000 | $ 60,600,000 |
Computation of Basic and Dilute
Computation of Basic and Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Numerator: | |||||
Net loss | $ (2,198) | $ (727) | $ (4,388) | $ (5,682) | $ (53,907) |
Denominator: | |||||
Weighted-average common shares (in thousands) - basic and diluted | 22,232 | 20,761 | 22,027 | 20,680 | |
Loss per share, basic and diluted | $ (0.10) | $ (0.03) | $ (0.20) | $ (0.27) |
Loss Per Share - Additional Inf
Loss Per Share - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Contingent Consideration Cash Payments | $ 0.2 | $ 0.2 | |
Potentially dilutive shares included in the computation of basic and diluted earnings per share | 26,669 | 26,669 | |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Antidilutive number of options outstanding | 24,875 | 24,928 | |
Average exercise price | $ 44.45 | $ 44.45 | $ 44.45 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Detail) - 2003 Plan - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options | 24,875 | 24,875 |
Number of Options, Exercisable, June 30, 2018 | 24,875 | |
Weighted Average Exercise Price, Beginning Balance | $ 44.45 | |
Weighted Average Exercise Price, Ending Balance | 44.45 | $ 44.45 |
Weighted Average Exercise Price, Exercisable, June 30, 2018 | $ 44.45 | |
Weighted Average Contractual Life | 2 years 6 months 25 days | 2 years 6 months 25 days |
Weighted Average Contractual Life, Exercisable, June 30, 2018 | 2 years 6 months 25 days |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | May 01, 2018 | Jun. 30, 2018 | Jun. 30, 2017 |
Restricted Share Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average period | 2 years 15 days | ||
Unrecognized compensation expense | $ 2,000,000 | ||
Restricted shares vested, fair value | $ 300,000 | $ 400,000 | |
Stock awards vesting periods | 3 years | ||
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average period | 1 year | ||
Unrecognized compensation expense | $ 600,000 | ||
Restricted shares vested, fair value | $ 800,000 | $ 1,100,000 | |
2003 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options, issued | 0 | ||
Options outstanding, intrinsic value | $ 0 | ||
2003 Plan | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
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 | ||
2013 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Future common stock issued | On May 1, 2018, 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 directors and consultants of Revolution and its affiliates under the 2013 Plan to 2,600,000. |
Summary of Restricted Shares Ac
Summary of Restricted Shares Activity (Detail) - Restricted Stock | 6 Months Ended |
Jun. 30, 2018$ / 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 | 223,499 |
Number of Restricted Shares, Shares Vested | shares | (122,663) |
Number of Restricted Shares, Ending Balance | shares | 100,836 |
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 | $ 6.46 |
Weighted Average Grant Date Fair Value Per Share, Shares Vested | $ / shares | 6.87 |
Weighted Average Grant Date Fair Value Per Share, Ending Balance | $ / shares | $ 5.95 |
Summary of Restricted Share Uni
Summary of Restricted Share Units Activity (Detail) - Restricted Share Units | 6 Months Ended |
Jun. 30, 2018$ / 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 | 242,684 |
Number of Restricted Shares, Shares Granted | shares | 243,062 |
Number of Restricted Shares, Shares Vested | shares | (65,918) |
Number of Restricted Shares, Shares Forfeited | shares | (48,150) |
Number of Restricted Shares, Ending Balance | shares | 371,678 |
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 | $ 7.17 |
Weighted Average Grant Date Fair Value Per Share, Shares Granted | $ / shares | 4.04 |
Weighted Average Grant Date Fair Value Per Share, Shares Vested | $ / shares | 3.85 |
Weighted Average Grant Date Fair Value Per Share, Shares Forfeited | $ / shares | 6.97 |
Weighted Average Grant Date Fair Value Per Share, Ending Balance | $ / shares | $ 5.43 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | Jan. 05, 2017USD ($)ExecutiveOfficers | May 12, 2016shares | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($)shares | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) |
Related Party Transaction [Line Items] | ||||||||
Guaranteed borrowing capacity | $ 10,000,000 | $ 10,000,000 | ||||||
Common stock issued during the period, value | 3,600,000 | |||||||
Related party notes payable | 1,000,000 | $ 1,000,000 | $ 1,000,000 | |||||
Chief Executive Officer | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock issued during the period | shares | 850,000 | |||||||
Chief Financial Officer | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock issued during the period | shares | 150,000 | |||||||
Chief Executive Officer and Chief Financial Officer | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock issued during the period, value | $ 3,600,000 | |||||||
Aston Capital Limited Liability Company | ||||||||
Related Party Transaction [Line Items] | ||||||||
Interest rate of debt | 9.00% | 9.00% | ||||||
Related party notes payable | 200,000 | $ 1,500,000 | $ 200,000 | $ 1,500,000 | ||||
Amount due to related party | 1,000,000 | 1,000,000 | 1,000,000 | |||||
Number of new executives | ExecutiveOfficers | 2 | |||||||
Executive compensation cost | $ 0 | |||||||
Annual payment for underlying lease | 100,000 | 100,000 | 200,000 | 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 Promissory Note | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument amount | $ 17,700,000 | 17,700,000 | ||||||
Interest rate of debt | 9.00% | |||||||
Debt instrument maturity date | Jul. 1, 2020 | |||||||
Accrued interest | $ 100,000 | |||||||
Interest Expenses | $ 300,000 | $ 200,000 | $ 600,000 | $ 200,000 |
Restructuring Activities - Addi
Restructuring Activities - Additional Information (Detail) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2018 | Dec. 31, 2017 | ||
Restructuring Cost and Reserve [Line Items] | |||
Accrued restructuring costs | [1] | $ 1.3 | $ 1.8 |
Reduction in liability | $ 1.3 | ||
Restructuring Plan 2017 | |||
Restructuring Cost and Reserve [Line Items] | |||
Description of restructuring activities | We (i) consolidated the operations of three divisions into one, (ii) consolidated our sales, purchasing, bidding and proposal and accounting functions, (iii) expanded and refocused our marketing resources, including changes to key management positions at certain divisions, and (iv) exited certain product lines and related operations, including the eliminations of a number of warehouse locations. | ||
[1] | See Note 14 for additional information regarding restructuring activities. |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | Jun. 30, 2018USD ($) |
Maximum | |
Commitments and Contingencies Disclosure [Line Items] | |
Payment required under certain channel distribution agreement upon revenue target achieved | $ 0.5 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ in Thousands | Aug. 03, 2018 | Jun. 30, 2018 |
Subsequent Event [Line Items] | ||
Shares issued | $ 3,600 | |
Aston Capital Limited Liability Company | Amended Promissory Note | ||
Subsequent Event [Line Items] | ||
Debt instrument amount | $ 17,700 | |
Subsequent Event | Aston Capital Limited Liability Company | ||
Subsequent Event [Line Items] | ||
Shares issued | $ 1,100 | |
Subsequent Event | Aston Capital Limited Liability Company | Amended Promissory Note | ||
Subsequent Event [Line Items] | ||
Debt instrument amount | 14,400 | |
Debt forgiveness | $ 3,300 |