Note 14 - Related Party Transactions

12 Months Ended

Dec. 31, 2012

Related Party Transactions Disclosure [Text Block]

14.    Related Party Transactions

On December 29, 2009, and in conjunction with the acquisition of SRC, the Company entered into Letter of Credit Agreements (“LOC’s”) with John Davenport and Quercus Trust, for $250 thousand and $300 thousand, respectively.  Mr. Davenport is a member of the Board of Directors of the Company, and at the time of the transaction, was also President of the Company,  David Gelbaum, a trustee of Quercus Trust, was a member of the Board of Directors at the time of the transaction.  These LOC’s were outstanding at December 31, 2011, but were paid in full during 2012.  Additionally, on August 11, 2011, the Company entered into a Letter of Credit agreement with Mark Plush, Chief Financial Officer of the Company, for $250 thousand.  Please refer to Note 8, Debt, for discussion of the terms of these LOC’s.

The former Vice President of SRC, who resigned on December 31, 2011, was also a minority owner in TLC Investments, LLC (“TLC”), a Tennessee limited liability company, as well as in Woodstone Energy, LLC (“Woodstone”), a Tennessee limited liability company, both of which are located in Nashville, Tennessee.  SRC renders lighting design and lighting solution services to these related parties within the scope of their ordinary business activities.  Conversely, these related parties, operating as electrical subcontractors, provide installation support services to SRC as part of their normal business.  As of January 1, 2012, TLC and Woodstone are no longer related parties of the Company.

For 2011 and 2010, related party revenue from TLC and Woodstone totaled $1.6 million and $7.0 million, respectively.  The related party receivable, including retainage, at December 31, 2011 was $408 thousand.  Subcontractor installation support services provided by these related parties totaled $6.2 million in 2011 and $14.6 million in 2010.  The related party payable at December 31, 2011 was $1.2 million.

With the acquisition of SRC, the Company entered into an agreement with the seller, TLC, whereby, SRC would be guaranteed a profit percentage of 25% on certain projects which were begun prior to the acquisition or were out for bid at the time the acquisition occurred on December 31, 2009. During 2010, a significant portion of projects were subject to this guarantee. At December 31, 2011, many of the previously described projects had been completed or were nearing completion.

In conjunction with the acquisition of SRC on December 31, 2009, the Company entered into an agreement with TLC whereby a Convertible Promissory Note (“Convertible Note”) was issued for the principal amount of $500 thousand.  TLC has the right to convert the principal of the Convertible Note, in whole, into 500,000 shares of the Company’s common stock at any time during the period commencing on June 30, 2010 and ending on the maturity date.  Additionally, as a provision to the Convertible Note, if the reported closing price of a share of the Company’s common stock shall not be equal to or greater than $2.00 for at least twenty (20) trading days between June 30, 2010 and June 30, 2013, the Company shall pay TLC an additional fee of $500 thousand on the maturity date. Please refer to Note 8, Debt, for discussion of the terms of this note.

On December 31, 2009, the Company issued to Woodstone, warrants to purchase up to 600,000 shares of the Company’s common stock. The warrants have an exercise price of $0.49 per share and expire on December 31, 2014.  400,000 of the warrants became exercisable by Woodstone upon the written commitment of $10 million in specific secured contracts.  The remaining 200,000 warrants will become exercisable upon the written commitment of an additional $5 million in specific secured contracts.  SRC has received approximately $4.4 million in specific secured contracts toward the additional $5 million through December 31, 2012.

The Company, in the agreement for the acquisition of SRC, provided for payment of a management fee to TLC for overhead expenses in support of up to $20.0 million in project billings for 2010 on projects which TLC provided installation support services.  For fiscal years after December 31, 2010, where TLC provided installation support services on projects that were pending at the date of acquisition, SRC was to pay 8% of billings as a management fee.  For the fiscal year ending December 31, 2011, the Company incurred management fees of $340 thousand.

On December 12, 2012, the Board of Directors of the Company appointed James Tu to serve as its non-executive Chairman of the Board of Directors. Mr. Tu was appointed to fill the open position created by the retirement of Paul von Paumgartten from the Company’s Board.

Mr. Tu is the Founder, Chief Executive Officer and Chief Investment Officer of 5 Elements Global Advisors, an investment advisory and management company focusing on investing in clean energy companies with breakthrough, commercialized technologies and near-term profitability potential. He is also Co-Founder of Communal International Ltd. “(Communal”), a British Virgin Islands Company dedicated to assisting clean energy solutions companies maximize their technology and product potential and gain access to global marketing, distribution licensing, manufacturing and financing resources.

On February 27, 2012, the Company entered into an Asian Business Development/Collaboration Agreement with Communal International Ltd.  The agreement had a 60 month term, under which the Company was committed to pay $522,500 to Communal, all of which was paid by December 31, 2012.  The Company recorded $270 thousand of expense in 2012 under this agreement.  Additionally, during the term of the agreement, the Company will pay Communal a five percent (5%) commission on the Company’s net sales which occur within the Territory, as defined by the agreement.  The Company has incurred no commissions due under this agreement through December 31, 2012.

Effective on January 1, 2013, the Asian Business Development/Collaboration Agreement with Communal was amended to reflect the extension of the terms of the agreement for an additional 12 months, and the addition of certain services and countries in the territory covered by the agreement.  In connection with the amended and restated agreement, the Company agreed to pay an additional $425 thousand through December 2013.  After December 31, 2013, the Company may terminate the agreement upon 30 days written notice.