Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 02, 2018 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Real Goods Solar, Inc. | |
Entity Central Index Key | 1,425,565 | |
Trading Symbol | rgse | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 77,090,149 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash | $ 8,593 | $ 1,170 |
Accounts receivable, net | 1,415 | 2,393 |
Inventory, net | 1,207 | 1,950 |
Deferred costs on uncompleted contracts | 271 | 615 |
Costs in excess of billings on uncompleted contracts | 12 | |
Other current assets | 1,086 | 1,264 |
Current assets of discontinued operations | 550 | 1,242 |
Total current assets | 13,134 | 8,634 |
Property and equipment, net | 869 | 1,156 |
POWERHOUSE license | 1,305 | 1,114 |
Goodwill | 1,338 | |
Net investment in sales-type leases and other assets | 1,384 | 1,437 |
Noncurrent assets of discontinued operations | 293 | 579 |
Total assets | 16,985 | 14,258 |
Current liabilities: | ||
Derivative liabilities | 4,148 | |
Convertible debt, net of deferred cost and discount | 218 | 1 |
Accounts payable | 674 | 1,387 |
Accrued liabilities | 1,690 | 1,441 |
Deferred revenue and other current liabilities | 716 | 1,392 |
Current liabilities of discontinued operations | 507 | 721 |
Total current liabilities | 7,953 | 4,942 |
Other liabilities | 897 | 2,329 |
Common stock warrant liabilities | 782 | 76 |
Non-current liabilities of discontinued operations | 721 | 745 |
Total liabilities | 10,353 | 8,092 |
Commitments and contingencies (Note 5) | ||
Shareholders' equity: | ||
Preferred stock, par value $.0001 per share; 50,000,000 shares authorized; no shares issued and outstanding | ||
Additional paid-in capital | 237,493 | 205,830 |
Proxy contest consideration | 810 | |
Accumulated deficit | (230,874) | (200,482) |
Total shareholders' equity | 6,632 | 6,166 |
Total liabilities and shareholders' equity | 16,985 | 14,258 |
Class A common stock | ||
Shareholders' equity: | ||
Common stock, value | 13 | 8 |
Total shareholders' equity | 13 | 8 |
Class B common stock | ||
Shareholders' equity: | ||
Common stock, value | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A common stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 57,191,766 | 8,151,845 |
Common stock, shares outstanding | 57,191,766 | 8,151,845 |
Class B common stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Contract revenue: | ||||
Leasing, net | $ 15 | $ 14 | $ 44 | $ 39 |
Contract expenses: | ||||
Customer acquisition | 841 | 1,774 | 2,822 | 4,025 |
Contract loss | (525) | (1,647) | (2,627) | (3,788) |
Operating expense | 2,493 | 2,662 | 7,374 | 8,094 |
Goodwill impairment | 1,338 | |||
Litigation | 20 | 77 | 181 | 212 |
Operating loss | (3,038) | (4,386) | (11,520) | (12,094) |
Change in fair value of derivative liabilities and loss on debt extinguishment | (14,366) | 6 | (17,413) | (351) |
Amortization of debt discount and deferred loan costs | (866) | (2,301) | ||
Other income | 5 | 13 | 960 | |
Loss from continuing operations, net of tax | (18,265) | (4,367) | (30,274) | (12,445) |
Loss from discontinued operations, net of tax | (29) | (55) | (118) | (43) |
Net loss | $ (18,294) | $ (4,422) | $ (30,392) | $ (12,488) |
Net loss per share - basic and diluted: | ||||
From continuing operations (in dollars per share) | $ (0.49) | $ (0.58) | $ (1.43) | $ (1.89) |
From discontinued operations (in dollars per share) | (0.01) | (0.01) | (0.01) | |
Net loss per share - basic and diluted (in dollars per share) | $ (0.49) | $ (0.59) | $ (1.44) | $ (1.90) |
Weighted-average shares outstanding: | ||||
Basic and Diluted (in shares) | 36,959 | 7,481 | 21,196 | 6,567 |
Sale and installation of solar energy systems | ||||
Contract revenue: | ||||
Contract revenue for service and sale and installation of solar energy systems | $ 3,590 | $ 3,685 | $ 9,531 | $ 9,755 |
Contract expenses: | ||||
Contract expenses for service & Installation of solar energy systems | 3,237 | 3,466 | 9,078 | 9,210 |
Service | ||||
Contract revenue: | ||||
Contract revenue for service and sale and installation of solar energy systems | 280 | 320 | 763 | 888 |
Contract expenses: | ||||
Contract expenses for service & Installation of solar energy systems | $ 332 | $ 426 | $ 1,065 | $ 1,235 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Shareholders' Equity (unaudited) - 9 months ended Sep. 30, 2018 - USD ($) $ in Thousands | Class A Common Stock | Additional Paid - in Capital | Accumulated Deficit | Total |
Balances at Dec. 31, 2017 | $ 8 | $ 206,640 | $ (200,482) | $ 6,166 |
Balance (in shares) at Dec. 31, 2017 | 8,151,845 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Proceeds from January 2018 Offering of common stock issuance and warrant exercises, net of costs | 1,524 | 1,524 | ||
Proceeds from January 2018 Offering of common stock issuance and warrant exercises, net of costs (in shares) | 1,600,000 | |||
Issuance and conversion of 2018 Notes, net of costs | $ 4 | 17,060 | 17,064 | |
Issuance and Conversion of 2018 Notes, net of costs (shares) | 39,448,253 | |||
Proceeds from warrant exercises related to 2018 Note Offering | $ 1 | 12,091 | 12,092 | |
Proceeds from warrant exercises related to 2018 Note Offering (shares) | 7,391,668 | |||
Share-based compensation | 178 | 178 | ||
Common stock issued to settle proxy contest (in shares) | 600,000 | |||
Net loss | (30,392) | (30,392) | ||
Balances at Sep. 30, 2018 | $ 13 | $ 237,493 | $ (230,874) | $ 6,632 |
Balance (in shares) at Sep. 30, 2018 | 57,191,766 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Operating activities: | ||
Net loss | $ (30,392) | $ (12,488) |
Loss from discontinued operations | (118) | (43) |
Loss from continuing operations | (30,274) | (12,445) |
Adjustments to reconcile net loss to net cash used in operating activities - continuing operations: | ||
Depreciation | 313 | 303 |
Share based compensation expense | 178 | 249 |
Goodwill impairment | 1,338 | |
Change in fair value of derivative liabilities and loss on debt extinguishment | 17,413 | 351 |
Bad debt (recovery) expense | (18) | 54 |
Inventory obsolescence | 274 | |
Amortization of debt discount and deferred loan cost | 2,301 | |
Gain on settlement of liability | (942) | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 996 | 471 |
Costs in excess of billings on uncompleted contracts | (12) | (73) |
Inventory | 753 | (1,067) |
Deferred costs on uncompleted contracts | 344 | (20) |
Net investment in sales-type leases and other current assets | (77) | (149) |
Other non-current assets | 53 | (434) |
Accounts payable | (966) | (1,028) |
Accrued liabilities | 191 | 318 |
Billings in excess of costs on uncompleted contracts | (107) | |
Deferred revenue and other current liabilities | (676) | 263 |
Other liabilities | (489) | 9 |
Net cash used in operating activities - continuing operations | (9,574) | (13,031) |
Net cash provided by (used in) operating activities - discontinued operations | 612 | (46) |
Net cash used in operating activities | (8,962) | (13,077) |
Investing activities: | ||
Payments related to POWERHOUSE license | (191) | (64) |
Purchases of property and equipment | (26) | (680) |
Net cash used in investing activities | (217) | (744) |
Financing activities: | ||
Proceeds from warrants | 9,109 | |
Restricted cash released upon conversion of debt | 173 | |
Proceeds from issuance of 2018 Notes, net of costs | 4,545 | |
Proceeds from the issuance of common stock, net of costs | 830 | 16,029 |
Proceeds from collection of Investor Notes | 2,118 | |
Principal payments on revolving line of credit | (663) | |
Net cash provided by financing activities | 16,602 | 15,539 |
Net increase in cash | 7,423 | 1,718 |
Cash at beginning of period | 1,170 | 2,940 |
Cash at end of period | 8,593 | 4,658 |
Non-cash items | ||
Initial up-front POWERHOUSE license fee | 1,000 | |
Convertible notes interest paid with common stock | $ 125 | |
Debt discount arising from 2018 Note Offering | 10,088 | |
Embedded derivative liability with 2018 Note Offering | 12,987 | |
Common stock warrant liability with 2018 Note Offering | 6,818 | |
Issuance of Class A common stock for conversion of 2018 Notes, net of costs | 17,063 | |
Issuance of Class A common stock for exercise of common stock warrants | 3,814 | |
Accrued closing costs on the 2018 Notes | $ 430 |
Organization, Nature of Operati
Organization, Nature of Operations, and Principles of Consolidation | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Nature of Operations, and Principles of Consolidation | 1. Organization, Nature of Operations, and Principles of Consolidation Real Goods Solar, Inc. (the “Company” or “RGS”) is a residential and small business commercial solar energy engineering, procurement, and construction firm. These consolidated financial statements have been prepared on the going concern basis, which presumes the realization of assets and the settlement of liabilities in the normal course of operations. The application of the going concern basis is dependent upon the Company achieving profitable operations to generate sufficient cash flows to fund continued operations, or, in the absence of adequate cash flows from operations, obtaining additional financing. The Company has reported losses from operations for the three months and nine months ended September 30, 2018 and 2017 and has an accumulated deficit of $231 million at September 30, 2018. These factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company is the licensee of POWERHOUSE™, an in-roof solar shingle using technology developed by the Dow Chemical Company that it believes will improve results of operations and generate cash flow. The Company received product certification from UL on November 2, 2018 and has begun to manufacture the shingles. To commercialize POWERHOUSE™, the Company has received approximately $15 million since April 9, 2018. Principles of Consolidation We have prepared our unaudited interim condensed consolidated financial statements included herein pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to these rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. In our opinion, the unaudited interim financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly, in all material respects, our condensed consolidated financial position as of September 30, 2018, the interim results of operations for the three months and nine months ended September 30, 2018 and 2017, and cash flows for the nine months ended September 30, 2018 and 2017. These interim statements have not been audited. The balance sheet as of December 31, 2017 was derived from our audited consolidated financial statements included in our 2017 10-K. The interim condensed consolidated financial statements contained herein should be read in conjunction with our audited financial statements, including the notes thereto, for the year ended December 31, 2017. Discontinued Operations During 2014, we committed to a plan to sell certain contracts and rights comprising our large commercial installations business, otherwise known as our former Commercial segment. At the same time, we determined not to enter into further large commercial installation contracts in the mainland United States. Most contracts in process at December 31, 2014 were substantially completed during 2015 and remaining work was completed during 2016. We report this business as a discontinued operation, separate from our continuing operations. See Note 13. Discontinued Operations. Liquidity and Financial Resources Update The Company has experienced recurring operating losses and negative cash flow from operations which have necessitated: (i) developing plans to grow revenue to generate positive cash flow and (ii) raising additional capital. No assurances can be given that the Company will be successful with its plans to grow revenue for profitable operations or, if necessary, raise additional capital. See Note 6. Shareholders’ Equity and Note 7. Convertible Debt for transactions raising capital during 2018. The Company’s plans to grow revenue are: • Manufacture and sell solar shingles under the POWERHOUSE™ license. As the Company received United Laboratories (“UL”) certification, the Company has commenced activities to manufacture, market and sell POWERHOUSE™ 3.0 to roofing companies and new home builders. The Company has received written reservations for POWERHOUSE™ 3.0; • Leverage the POWERHOUSE™ brand to generate leads and revenue for the Residential and Sunetric segments. Until the Company is successful in implementing its plans to increase revenue for profitable operations, the Company expects to have a cash outflow from operating activities. The Company initially expects to have cash outflow from operating activities for commercialization of POWERHOUSE™ 3.0 and prepayments with supply chain manufacturers as sales of the product commence. Additionally, the Company will be required to make the remaining “Initial License” payment of $2 million, which will be recorded as a cash outflow in investing activities. To provide funds to commercialize POWERHOUSE™ 3.0, on March 30, 2018, the Company entered into the Securities Purchase Agreement for the 2018 Note Offering (as defined and further discussed in Note 7. Convertible Debt). Cash proceeds received by the Company including hypothetical cash receipts related specifically to the 2018 Note Offering are summarized below: Cash Principal and Common Stock At closing of the offering on April 9, 2018 $ 5,000,000 $ 11,500,000 9,857,143 Additional amounts arising from Shareholder approval reset - 25,577,431 - Conversions of 2018 Notes (Note 7) to Class A common stock - (26,310,968 ) - Exercises of common stock warrants 8,278,667 - (7,391,667 ) Placement Agent Fees (602,457 ) - - Funding of Investor Notes 2,118,000 - - As of September 30, 2018 14,794,210 10,766,463 2,465,476 Activity during the period October 1 to October 31, 2018 Conversions of 2018 Notes (Note 7) to Class A common stock - (3,768,769 ) - Exercises of common stock warrants - - - Placement Agent Fees (4,550 ) - - Funding of Investor Notes 65,000 - - As of October 31, 2018 14,854,660 6,997,694 2,465,476 Expected future activity: Exercises of common stock warrants 559,293 - (1,735,317 ) Exercises of Placement Agent common stock warrants - - (730,159 ) Funding of remaining balance on Investor Notes 2,817,000 - - Conversions of 2018 Notes (Note 7) to Class A common stock - (6,997,694 ) - Placement Agent Fees (197,190 ) - - Expected net cash from the 2018 Convertible Note Offering $ 18,033,763 $ - - The expected activity above reflects: * The Company receiving cash of $3.4 million from the Investor Notes and warrants (Note 7. Convertible Debt). * The noteholders converting shares represented by Additional Amount under the 2018 Notes (Note 7. Convertible Debt) into Class A common stock at the reset price of $0.3067 The Company has access to cash from exercise of common stock warrants issued in transactions arranged prior to the 2018 Notes (as defined and further discussed in Note 7. Convertible Debt). The maximum cash from exercise of other common stock warrants is the mathematical result of the number of warrant shares times the respective exercise price per share. The majority of these common stock warrants have exercise prices at or below $3.10 per share and would result in cash receipts of $19.2 million if all investors elect cash exercises (not cashless exercises). No assurances can be given that the investors will exercise their remaining common stock warrants. The Company believes it has arranged for the capital to commercialize POWERHOUSE™ 3.0. No assurances can be given that the Company will successfully commercialize POWERHOUSE™ 3.0. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies The Company made no changes to its significant accounting policies during the nine months ended September 30, 2018, however it implemented ASC 606 as discussed in Note 3. Revenue and accounted for the recognition of derivative liabilities and warrant liabilities related to the 2018 Note Offering as discussed in Note 7. Convertible Debt. Common Stock Warrants The Company accounts for common stock warrants in accordance with applicable accounting guidance provided in Financial Accounting Standards Board (“FASB”) ASC 480, Liabilities – Distinguishing Liabilities from Equity Derivatives The 2018 Notes contain conversion features which have been accounted for in accordance with FASB ASC 815, Derivatives and Hedging. Recently Issued Accounting Standards ASU 2018-13 In August 2018, FASB issued Accounting Standards Update No. 2018-13 (“ASU 2018-13”), Fair Value Measurement (Topic 820) Disclosure Framework—Changes to the Disclosure: Requirements for Fair Value Measurement ASU 2018-11 In July 2018, FASB issued Accounting Standards Update No. 2018-11 (“ASU 2018-11”), Leases (Topic 842): Targeted Improvements The amendments in this Update provide entities with an additional (and optional) transition method to adopt the new leases standard. Additionally, the amendments in this Update provide lessors with a practical expedient, by class of underlying asset, to not separate nonlease components from the associated lease component and, instead, to account for those components as a single component if the nonlease components otherwise would be accounted for under the new revenue guidance (Topic 606). The Company is currently in the process of accumulating and evaluating all the necessary information required to properly account for its lease portfolio under the new standard. Additionally, the Company is considering a lease management system to support the ongoing accounting requirements and is evaluating additional changes to its processes and internal controls to ensure it meets the standard’s reporting and disclosure requirements. The Company is still evaluating the full impact on its condensed consolidated financial statements and related disclosures. ASU 2018-10 In July 2018, FASB issued Accounting Standards Update No. 2018-10 (“ASU 2018-10”), Codification Improvements to Topic 842, Leases ASU 2018-07 In June 2018, FASB issued Accounting Standards Update No. 2018-07 (“ASU 2018-07”), Compensation – Stock Compensation (Topic 718) – Improvement to Nonemployee Share-Based Payment Accounting. ASU 2018-05 On March 13, 2018, the FASB issued Accounting Standards Update No. 2018-05 (“ASU 2018-05”), Income Taxes (Topic 740) – Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 ASU 2017-11 On July 13, 2017, the FASB issued Accounting Standards Update No. 2017-11 (“ASU 2017-11”), Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. ASU 2016-09 In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which amends ASC 718 and includes provisions intended to simplify various provisions related to how share-based payments are accounted for and presented in the financial statements. ASU 2016-09 eliminates the previous requirement to gross up the statement of cash flows between financing and operating to reflect the impact of windfall tax benefits has been eliminated. Instead, all tax related cash flows resulting from share-based payments will be reported as operating activities in the statement of cash flows. Additionally, the previous practice of classifying cash outflows related to an employee’s minimum statutory tax withholding as operating is no longer available. Instead, all such payments should be classified as financing. ASU 2016-09 is effective for public business entities for annual reporting periods beginning after December 15, 2016, and interim periods within those reporting periods. Due to the 2018 Incentive Plan (defined in Note 8. Share-Based Compensation), this guidance is effective for the current period however, there is no impact to the statement of cash flows. ASU 2016-02 On February 25, 2016, the FASB issued ASU 2016-02, Leases (Topic 842), |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2018 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Revenue | 3. Revenue Effective January 1, 2018, the Company has adopted “ASC 606 – Revenue from Contracts with Customers Deferred Revenue When the Company receives consideration, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a sales contract, it records deferred revenue, which represents a contract liability. The Company recognizes deferred revenue as net sales after it has satisfied its performance obligations to the customer and all revenue recognition criteria are met. Revenue Recognition – Installation of photovoltaic modules (“PV”) solar systems The Company generally recognizes revenue for installation of PV solar systems at a point in time (“performance obligation”) following the transfer of control to the customer which typically occurs when installers have completed an installation of the PV solar system. Although ASC 606 is generally applied to a single contract with a customer, a portfolio approach may be acceptable if an entity reasonably expects that the effect of applying a portfolio approach to a group of contracts or group of performance obligations would not differ materially from considering each contract or performance obligation separately. The Company uses standard contract templates to initiate sales with customers which may vary based on customer type. As such, applying the portfolio approach to each type of customer contract would not differ materially from considering each contract on a standalone basis. The Company has used the portfolio approach in its analysis and determined that each project started during the nine months ended September 30, 2018 contains one performance obligation. Each project’s transaction price is included within the contract and although there is only one performance obligation, certain complexities could exist which impact the transaction price. Specific to solarized programs, wherein the Company has a scalable price per watt to the homeowner based on the number of participating homes in the community, the Company may credit homeowners of previously executed contract. Any credits to homeowners on previously executed contracts are treated as adjustments to the transaction price via change order forms. For solarized program incentives, the Company uses the “most likely amount” method in determining any adjustments to the transaction price due to certainty of the credit amount prior to completion of the project. The Company has also considered financing components on projects started during the nine months ended September 30, 2018 and elected the use of a practical expedient where an entity need not adjust the promised amount of consideration for the effects of a significant financing component if the entity expects, at contract inception, that the period between when the entity transfers a promised service to the customer and when the customer pays for that good or service will be one year or less. All receivables from projects entered into during the current quarter are expected to be received within one year from project completion and no adjustments to the transactions prices were made. Under ASC 606, the Company is required to recognize as an asset the incremental costs of obtaining a contract with a customer if those costs are expected to be recovered. The Company does incur selling and marketing costs and sales commissions that otherwise would not have been incurred if the contract had not been obtained however, these costs are not recoverable from the customer and are expensed as incurred. The Company may enter into contracts/projects in which control of the PV solar systems transfers to the customer over time. As of September 30, 2018, two contracts satisfied the requirement of control transferring over time. If control transfers over time, revenue is recognized based on the extent of progress towards the completion of the performance obligation. The method utilized by the Company to measure the progress towards completion requires judgment and is based on the products and services provided. The Company utilizes the input method to measure the progress of its contracts because it best depicts the transfer of assets to the customer which incurs as materials are consumed by the project. The input method measures the progress towards completion based on the ratio of costs incurred to date (“actual cost”) to the total estimated costs (“budget”) at completion of performance obligation. Revenue, including estimated fees, are recorded proportionally as costs are incurred. Costs to fulfill include materials, labor and/or subcontractors’ costs, and other direct costs. Indirect costs and costs to procure the panels, inverters, and other system miscellaneous costs needed to satisfy the performance obligation are excluded since the customer does not gain control of those items until delivered to the site. Including the costs of those items would overstate the extent of our performance. If a contract is separated into multiple performance obligations, the Company allocates the total transaction price to each performance obligation based on a budget vs actual ratio at each performance obligation. The Company does not sell contracts that have multiple performance obligations as PV systems are not functional until completely installed. More frequently, the Company sells a customized customer specific solution, which use the expected cost plus a profit margin to calculate the selling price at each performance obligation. Revenue Recognition – Operations & Maintenance The Company generally recognizes revenue for standard, recurring commercial operations and maintenance services over time as customers receive and consume the benefits of such services, which typically include corrective maintenance, data hosting or energy/deck monitoring services for a period. These services are treated as stand-ready performance obligations and are satisfied evenly over the length of the agreement, so the Company has elected a time-based method to measure progress and recorded revenue using a straight-line method. Revenue Recognition – Service & Warranty Warranties for workmanship and roof penetration are included within each contract. These warranties cannot be purchased separately from the related services, are intended to safeguard the customer against workmanship defects and does not provide any incremental service to the customer. It is necessary for the Company to perform the specified tasks to provide assurance that the final product complies with agreed-upon specifications and likely do not give rise to a separate performance obligation. The Company will continue to account for any related warranties in accordance with ASC 460-10 and record an accrual for potential warranty costs at the completion of a project. Any services provided to a customer outside of warranties such as system inspections are recognized upon completion of the service. Adoption of the standard related to revenue recognition had no impact to cash from or used in operating, financing, or investing on our consolidated cash flows statements. Refer to Note 12. Segment Information for disaggregated revenue disclosures. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 4. Property and Equipment Property and equipment, stated at cost, consisted of the following as of September 30, 2018 and December 31, 2017 respectively: (in thousands) 2018 2017 Buildings and leasehold improvements $ 441 $ 441 Furniture, fixtures and equipment 1,828 1,811 Software 2,135 2,135 Vehicles and machinery 1,023 1,044 Total property and equipment 5,427 5,431 Accumulated depreciation and amortization (4,558 ) (4,275 ) Total property and equipment, net $ 869 $ 1,156 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 5. Commitments and Contingencies The Company leases office and warehouse space through operating leases. Some of these leases have renewal clauses, which range from one month to five years. The Company leases vehicles for certain field personnel through operating leases. Leases range up to four years with varying termination dates through 2021. The following schedule represents the annual future minimum payments of all leases as of September 30, 2018: Future Minimum (in thousands) Lease Payments 2018 $ 222 2019 856 2020 506 2021 439 2022 and thereafter 112 Total future minimum lease payments $ 2,135 The Company incurred office and warehouse rent expense of $0.2 million and automobile lease expense of $0.1 million for the three months ended September 30, 2018 and $0.5 million and $0.2 million for the nine months ended September 30, 2018. The Company is subject to risks and uncertainties in the normal course of business, including legal proceedings; governmental regulation, such as the interpretation of tax and labor laws; and the seasonal nature of its business due to weather-related factors. The Company has accrued a liability for identified risks and uncertainties, based upon facts and circumstances currently available, that are both probable and estimable. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Shareholders' Equity | 6. Shareholders’ Equity January 2018 Offering On January 4, 2018, the Company closed a registered offering and concurrent private placement (“January 2018 Offering”) with one institutional and accredited investor in which the Company issued and sold to the Investor (i) 800,000 shares of Class A common stock, (ii) a prepaid Series P warrant to purchase 800,000 shares of Class A common stock, and (iii) a Series O warrant to purchase 1,600,000 shares of Class A common stock pursuant to the terms of the Securities Purchase Agreement, dated as of January 2, 2018, between the Company and the investor. The investor paid $1.15 per share of Class A common stock and $1.14 per share of Class A common stock underlying the Series P warrant for aggregate gross proceeds of approximately $1.8 million. The Company received net proceeds of approximately $1.5 million at the closing. The Series O warrant is exercisable at any time starting six months after issuance and will remain exercisable for a period of five years thereafter at an initial exercise price of $1.47 per share, subject to adjustments for stock splits and similar events. The Series P warrant is exercisable immediately after issuance and for a period of five years thereafter at an initial exercise price of $1.15 per share, of which $1.14 was paid at the closing with $0.01 per share payable upon exercise. On January 4, 2018, the investor paid $0.01 per share of Class A common stock to exercise the Series P warrant. 2018 Convertible Note Offering In connection with the issuance of the 2018 Note Offering, described in Note 7. Convertible Debt, the Company issued $10.75 million in principal and original issue discount of the 2018 Notes and Series Q warrants exercisable into 9,126,984 shares of Class A common stock. At the closing of that transaction, the Company also sold warrants to the Placement Agents to purchase 730,159 shares of Class A common stock. See Footnote 1. Organization, Nature of Operations, and Principals of Consolidation for a rollforward of cash, principal and additional amounts of notes and share converted since issuance of the note through October 31, 2018. Option Exercises, 2018 Convertible Note Conversions and Warrant Exercises During the nine months ended September 30, 2018 and 2017, the Company issued stock options as discussed in Note 8. Share-Based Compensation. During the nine months ended September 30, 2018, the Company issued 800,000 shares of its Class A common stock for the exercise of Series P warrants from the January 2018 Offering and 46,839,921 shares for the conversion of the 2018 Notes and exercise of Series Q warrants. At September 30, 2018, the Company had the following shares of Class A common stock reserved for future issuance: Stock options and grants outstanding under incentive plans 1,140,145 Common stock warrants outstanding 10,004,872 2018 Notes outstanding - derivative liability 35,104,215 Total shares reserved for future issuance 46,249,232 |
Convertible Debt
Convertible Debt | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Debt | 7. Convertible Debt 2018 Convertible Note Offering On March 30, 2018, the Company entered into a Securities Purchase Agreement with two unaffiliated institutional and accredited investors for a private placement (the "2018 Note Offering") of up to $10.75 million in principal amount and $10 million funding amount (reflecting $0.75 million of original issue discount) of Senior Convertible Notes (the "2018 Notes"), and Series Q warrants (the “Series Q Warrants”) to purchase 9,126,984 shares of Class A Common Stock. On April 9, 2018, the Company closed the 2018 Note Offering. At the closing on April 9, 2018, the Company received $5 million of the gross proceeds and two secured promissory notes from each investor, in a combined aggregate amount of $5 million (each, an “Investor Note”), secured by cash and/or securities held in investor accounts. The 2018 Notes are convertible at any time, at the option of the holder, into shares of the Company’s Class A common stock at a conversion price equal to $0.3067. The Series Q Warrants exercise price remained unchanged at $0.3223. The 2018 Notes contain negative and affirmative covenants, including a requirement that the Company on a quarterly basis has available cash of at least $0.75 million. See Notes 1. Organization, Nature of Operations, and Principles of Consolidation, 2. Significant Accounting Policies and 9. Fair Value Measurements for additional information regarding the 2018 Note Offering. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | 8. Share-Based Compensation On June 21, 2018, Company shareholders approved the Real Goods Solar 2018 Long-Term Incentive Plan (“2018 Incentive Plan”) which allows the Company to issue up to 1,300,000 Class A Common Stock shares. Employees or individuals who perform services for the Company are eligible to participate in the 2018 Incentive Plan, which terminates upon the earlier of a board resolution terminating the 2018 Incentive Plan or ten years after the effective date of June 21, 2018. All outstanding options are non-qualified and are generally granted with an exercise price equal to the closing market price of the Company’s stock on the date of the grant. Under the 2018 Incentive Plan, the Company granted non-qualified stock options (“2018 Options”) with an explicit requisite service period of 2.78 years and a maximum contractual term of seven years from the Effective Date. On the last day of each calendar quarter occurring after the Effective Date, the 2018 Options will vest at 8.3% contingent on continuous employment. The 2018 Options are classified as equity and measured using the “fair-value-based method” with share-based compensation expense recognized in the income statement on a straight-line basis over the requisite service for the entire award. The Company uses a Black-Scholes pricing model to estimate the value of the 2018 Options as of the effective date and will account for forfeitures when they occur. The table below presents a summary of the Company’s option activity for the nine months ended September 30, 2018 and twelve months ended December 31, 2017: Weighted- Average Weighted- Remaining Average Contractual Aggregate Exercise Term Intrinsic Shares Price (Yrs) Value Outstanding at January 1, 2017 185 $ 15,736.67 3.30 $ - Granted - - Exercised - - Forfeited or expired (36 ) 4,990.00 Outstanding at December 31, 2017 149 $ 18,452.38 2.60 $ - Exercisable at December 31, 2017 141 $ 19,418.30 2.80 $ - Granted 1,140,000 1.08 Exercised - - Forfeited or expired (4 ) 1,428.00 $ - Outstanding at Setpember 30, 2018 1,140,145 $ 3.47 6.78 $ - Exercisable at September 30, 2018 188,475 $ 15.63 6.75 $ - During the nine months ended September 30, 2018, the Company granted 1,140,000 stock options and cancelled four stock options versus zero grants of stock options and two cancellations of stock options during the nine months ended September 30, 2017. Total share-based compensation expense recognized was $0.1 million and $0.02 million during the three months ended September 30, 2018 and 2017 and $0.2 million and $0.2 million during the nine months ended September 30, 2018 and 2017, respectively. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 9. Fair Value Measurements The following tables present the fair values of derivative instruments included in our consolidated balance sheets as of September 30, 2018 and 2017 (in thousands): Fair Value of Derivative Instruments Liability Derivatives 2018 2017 Balance at September 30, 2018 (in thousands) Balance Sheet Fair Value Balance Sheet Fair Value Derivatives not designated as hedging instruments 2018 Notes Conversion Options Current Liabilities $ 4,148 N/a $ - The Effect of Derivative Instrument on the Statement of Operations for the Nine Months Ended September 30, 2018 and 2017 Amount of Loss Recognized in Statement of Operations Derivatives not designated as hedging instruments Location of Loss Recognized in Statement of Operations 2018 2017 2018 Notes Conversion Options Change in fair value of derivative liabilities and loss on debt extinguishment $ (17,413 ) $ - Amortization of debt discount & deferred loan costs (2,301 ) - $ (19,714 ) $ - The Company accounts for Series Q warrants in accordance with ASC 480. The Series Q warrants are accounted for as liabilities due to provisions in the warrant allowing the warrant holder to request redemption, upon a change of control, failure to timely deliver shares of Class A common stock upon exercise or default. The Company classifies these warrant liabilities on the Condensed Consolidated Balance Sheet as long-term liabilities, which are revalued at each balance sheet date subsequent to their initial issuance. The Company used a Monte Carlo pricing model to value these warrant liabilities. The Monte Carlo pricing model, which is based, in part, upon unobservable inputs for which there is little or no market data, requires the Company to develop its own assumptions. The following tables summarize the basis used to measure certain financial assets and liabilities at fair value on a recurring basis in the consolidated balance sheets: Quoted Prices in Active Significant Markets for Other Significant Identical Observable Unobservable Items Inputs Inputs Balance at September 30, 2018 (in thousands) Total (Level 1) (Level 2) (Level 3) Common stock warrant liability $ 782 - - $ 782 Derivative liability 4,148 - - 4,148 $ 4,930 - - $ 4,930 For the Company’s Level 3 measures, which represent Series Q warrants and the 2018 Notes Conversion Options, fair value is based on a Monte Carlo model and Lattice pricing model, respectively. The models are based, in part, upon unobservable inputs for which there is little or no market data, requiring the Company to develop its own assumptions. The Company used a market approach to value these liabilities. The following table shows the reconciliation from the beginning to the ending balance for the Company’s common stock warrant liability and embedded derivative liability measured at fair value on a recurring basis using significant unobservable inputs (i.e. Level 3) for the period ended September 30, 2018: Embedded Common Stock derivative (in thousands) warrant liability liability Total Fair value of financial liabilities at December 31, 2017 $ 76 $ - $ 76 Common stock warrant liability 6,818 - 6,818 Expiration of common stock warrant liabilities (48 ) - (48 ) Change in the fair value of common stock warrant liabilities, net (2,250 ) - (2,250 ) Adjustment for exercise of common stock warrant liabilities (3,814 ) - (3,814 ) Derivative liability - 3,195 3,195 Investor Notes (2,882 ) (2,882 ) Change in the fair value of derivative liabilities and additional amounts earned - 17,717 17,717 Conversions of 2018 Notes - (13,882 ) (13,882 ) Fair value of financial liabilities at September 30, 2018 $ 782 $ 4,148 $ 4,930 2018 Notes Derivative Liability The fair value of the 2018 Notes derivative liabilities was derived using a Lattice pricing model, which is based, in part, upon unobservable inputs for which there is little or no market data, requiring the Company to develop its own assumptions. The assumptions used on April 9, 2018, June 30, 2018 and September 30, 2018 to value the derivative liabilities are as follows: Conversion Closing Risk-free Dividend Market Remaining Debt Soft Call First Second Derivative Liability April 09, 2018 $ 1.26 $ 0.85 2.08 % 0.00 % 110 % 1.00 60 % $ 2.52 20 % 25 % Derivative Liability June 30, 2018 $ 0.55 $ 0.57 2.23 % 0.00 % 130 % 0.78 60 % $ 2.52 20 % 25 % Derivative Liability September 30, 2018 $ 0.31 $ 0.39 2.36 % 0.00 % 125 % 0.53 60 % $ 2.52 20 % 25 % Common Stock Warrants The fair value of Series Q Warrants was derived using a Monte Carlo pricing model, which is based, in part, upon unobservable inputs for which there is little or no market data, requiring the Company to develop its own assumptions. The assumptions used on April 9, 2018, June 30, 2018 and September 30, 2018 to value the common stock warrant liabilities are as follows: Exercise Price Strike Floor Closing Risk-free Dividend Market Remaining Warrant Liability April 09, 2018 $ 1.12 $ 0.97 $ 0.85 2.60 % 0.00 % 120 % 5.00 Warrant Liability June 30, 2018 $ 0.55 $ 0.19 $ 0.57 2.72 % 0.00 % 115 % 4.78 Warrant Liability September 30, 2018 $ 0.32 $ 0.19 $ 0.39 2.93 % 0.00 % 115 % 4.53 2018 Options The determination of the estimated fair value of the 2018 Options using the Black-Scholes option-pricing model was affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables. Expected volatilities were based on a value calculated using the historical stock price volatility. Expected life was based on the specific vesting terms of the option and anticipated changes to market value and expected employee exercise behavior. The risk-free interest rate used in the option valuation model was based on U.S. Treasury zero-coupon securities with remaining terms similar to the expected term on the options. RGS does not anticipate paying any cash dividends on its Class A common stock in the foreseeable future and, therefore, an expected dividend yield of zero was used in the option valuation model. The assumptions used to value to 2018 Options as of September 30, 2018 are as follows: Vesting Expected Expected Risk-free Market Price 2018 Non-Qualified Stock Options 2.78 years 4.2 years 0 % 2.70 % 148.77 % |
Goodwill Impairment
Goodwill Impairment | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Asset Impairment [Abstract] | |
Goodwill Impairment | 10. Goodwill Impairment The Company performed its annual test of goodwill as of June 30, 2018, and based on the results of this test, the Company determined that the fair value of the goodwill no longer exceeded the carrying amount. The fair value was determined using a discounted cash flow valuation technique and resulted in an impairment of goodwill of $1.3 million during the nine months ended September 30, 2018. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | 11. Net Income (Loss) Per Share Basic net income (loss) per share excludes any dilutive effects of options, warrants or our senior secured convertible notes due on April 1, 2019 (the “2016 Notes”). The Company computes basic net income (loss) per share using the weighted average number of shares of its Class A common stock outstanding during the period. The Company computes diluted net income (loss) per share using the weighted average number of shares of its Class A common stock and common stock equivalents outstanding during the period. The Company excluded common stock equivalents of 16.8 million and 6.5 million for the three months ended September 30, 2018 and 2017, respectively, and 46.2 million and 6.5 million for the nine months ended September 30, 2018 and 2017, respectively, from the computation of diluted net loss per share because their effect was antidilutive. For the Three Months Ended For the Nine Months Ended (In thousands, except per share data) 2018 2017 2018 2017 Numerator for basic and diluted net loss per share $ (18,294 ) $ (4,422 ) $ (30,392 ) $ (12,488 ) Denominator: Weighted average shares for basic net loss per share 36,959 7,481 21,196 6,567 Effect of dilutive securities: Weighted average of common stock, stock options and warrants - - - - Denominators for diluted net loss per share 36,959 7,481 21,196 6,567 Net loss per share—basic and diluted $ (0.49 ) $ (0.59 ) $ (1.44 ) $ (1.90 ) |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | 12. Segment Information The Company operates as four reportable segments: (1) Residential – the installation of solar energy systems for homeowners, including lease financing thereof, and small business commercial in the continental U.S.; (2) Sunetric – the installation of solar energy systems for both homeowners and business owners (commercial) in Hawaii; (3) POWERHOUSE™ – the manufacturing and sale of solar shingles; and (4) Corporate. The Company discontinued its former large commercial segment and it is presented as discontinued operations. Financial information for the Company’s segments and a reconciliation of the total of the reportable segments’ loss from operations to the Company’s consolidated net loss are as follows: Three Months Ended Nine Months Ended September 30, September 30, (in thousands) 2018 2017 2018 2017 Contract revenue: Residential $ 3,328 $ 3,101 $ 9,185 $ 9,220 Sunetric 552 918 1,148 1,462 POWERHOUSE™ - - - Corporate 5 - 5 - Consolidated contract revenue 3,885 4,019 10,338 10,682 Operating loss from continuing operations: Residential (938 ) (1,843 ) (3,053 ) (4,095 ) Sunetric (226 ) (847 ) (1,207 ) (2,182 ) POWERHOUSE™ (192 ) - (300 ) - Corporate (1,682 ) (1,696 ) (6,960 ) (5,817 ) Operating Loss (3,038 ) (4,386 ) (11,520 ) (12,094 ) Reconciliation of consolidated loss from operations to consolidated net loss: Change in fair value of derivative liabilities and loss on debt extinguishment (14,366 ) 6 (17,413 ) (351 ) Amortization of debt discount & deferred loan costs (866 ) - (2,301 ) - Other income 5 13 960 - Loss from discontinued operations, net of tax (29 ) (55 ) (118 ) (43 ) Net loss $ (18,294 ) $ (4,422 ) $ (30,392 ) $ (12,488 ) The following is a reconciliation of reportable segments’ assets to the Company’s consolidated total assets. The Corporate segment includes certain unallocated corporate amounts. (in thousands) September 30, 2018 December 31, 2017 Total assets – continuing operations: Residential $ 3,646 $ 5,877 Sunetric 658 2,142 POWERHOUSE™ 1,404 1,140 Corporate 10,434 3,278 $ 16,142 $ 12,437 Total assets – discontinued operations: Commercial 843 1,821 $ 16,985 $ 14,258 |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 13. Discontinued Operations The following is a reconciliation of the major line items constituting pretax income of discontinued operations to the after-tax loss on discontinued operations that are presented in the condensed consolidated statements of operations as indicated: For the Three Months Ended For the Nine Months Ended September 30, September 30, (in thousands) 2018 2017 2018 2017 Major line items constituting pretax loss of discontinued operations: Contract revenue $ 30 $ 4 $ (32 ) $ 8 Contract expense (income) 1 (36 ) (35 ) (37 ) Operating and other expense 58 95 121 88 Pretax loss from discontinued operations (29 ) (55 ) (118 ) (43 ) Loss from discontinued operations, net of tax $ (29 ) $ (55 ) $ (118 ) $ (43 ) The following is a reconciliation of the carrying amounts of major classes of assets and liabilities of the discontinued operations to the total assets and liabilities of the discontinued operations presented separately in the condensed consolidated balance sheets as indicated: September 30, December 31, (in thousands) 2018 2017 Carrying amounts of major classes of assets included as part of discontinued operations: Current assets: Accounts receivable, net $ 336 $ 394 Costs in excess of billings on uncompleted contracts - 62 Inventory, net 68 63 Other current assets 146 723 Total major classes of current assets of the discontinued operations 550 1,242 Noncurrent assets: Other noncurrent assets 293 579 Total noncurrent assets of discontinued operations 293 579 Total assets of the discontinued operations in the balance sheet $ 843 $ 1,821 Carrying amounts of major classes of liabilities included as part of discontinued operations: Current liabilities: Accounts payable $ 270 $ 270 Accrued liabilities 33 33 Deferred revenue and other current liabilities 204 418 Total current liabilities of discontinued operations 507 721 Noncurrent liabilities: Other liabilities 721 745 Total major classes of noncurrent liabilities of the discontinued operations 721 745 Total liabilities of the discontinued operations in the balance sheet $ 1,228 $ 1,466 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events See Note 1. Organization, Nature of Operations, and Principles of Consolidation for information on activity after the period. On November 2, 2018, the Company received product certification from UL for POWERHOUSE™ 3.0. Under the terms of the license agreement with the Dow Chemical Company, the Company is to pay to the licensor $2 million 30 days after receiving product certification and, accordingly, the Company incurred this liability as of November 2, 2018. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Common Stock Warrants | Common Stock Warrants The Company accounts for common stock warrants in accordance with applicable accounting guidance provided in Financial Accounting Standards Board (“FASB”) ASC 480, Liabilities – Distinguishing Liabilities from Equity |
Derivatives | Derivatives The 2018 Notes contain conversion features which have been accounted for in accordance with FASB ASC 815, Derivatives and Hedging. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards ASU 2018-13 In August 2018, FASB issued Accounting Standards Update No. 2018-13 (“ASU 2018-13”), Fair Value Measurement (Topic 820) Disclosure Framework—Changes to the Disclosure: Requirements for Fair Value Measurement ASU 2018-11 In July 2018, FASB issued Accounting Standards Update No. 2018-11 (“ASU 2018-11”), Leases (Topic 842): Targeted Improvements The amendments in this Update provide entities with an additional (and optional) transition method to adopt the new leases standard. Additionally, the amendments in this Update provide lessors with a practical expedient, by class of underlying asset, to not separate nonlease components from the associated lease component and, instead, to account for those components as a single component if the nonlease components otherwise would be accounted for under the new revenue guidance (Topic 606). The Company is currently in the process of accumulating and evaluating all the necessary information required to properly account for its lease portfolio under the new standard. Additionally, the Company is considering a lease management system to support the ongoing accounting requirements and is evaluating additional changes to its processes and internal controls to ensure it meets the standard’s reporting and disclosure requirements. The Company is still evaluating the full impact on its condensed consolidated financial statements and related disclosures. ASU 2018-10 In July 2018, FASB issued Accounting Standards Update No. 2018-10 (“ASU 2018-10”), Codification Improvements to Topic 842, Leases ASU 2018-07 In June 2018, FASB issued Accounting Standards Update No. 2018-07 (“ASU 2018-07”), Compensation – Stock Compensation (Topic 718) – Improvement to Nonemployee Share-Based Payment Accounting. ASU 2018-05 On March 13, 2018, the FASB issued Accounting Standards Update No. 2018-05 (“ASU 2018-05”), Income Taxes (Topic 740) – Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 ASU 2017-11 On July 13, 2017, the FASB issued Accounting Standards Update No. 2017-11 (“ASU 2017-11”), Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. ASU 2016-09 In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which amends ASC 718 and includes provisions intended to simplify various provisions related to how share-based payments are accounted for and presented in the financial statements. ASU 2016-09 eliminates the previous requirement to gross up the statement of cash flows between financing and operating to reflect the impact of windfall tax benefits has been eliminated. Instead, all tax related cash flows resulting from share-based payments will be reported as operating activities in the statement of cash flows. Additionally, the previous practice of classifying cash outflows related to an employee’s minimum statutory tax withholding as operating is no longer available. Instead, all such payments should be classified as financing. ASU 2016-09 is effective for public business entities for annual reporting periods beginning after December 15, 2016, and interim periods within those reporting periods. Due to the 2018 Incentive Plan (defined in Note 8. Share-Based Compensation), this guidance is effective for the current period however, there is no impact to the statement of cash flows. ASU 2016-02 On February 25, 2016, the FASB issued ASU 2016-02, Leases (Topic 842), |
Organization, Nature of Opera_2
Organization, Nature of Operations, and Principles of Consolidation (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of activity with respect to the 2018 Note Offering | Cash Principal and Common Stock At closing of the offering on April 9, 2018 $ 5,000,000 $ 11,500,000 9,857,143 Additional amounts arising from Shareholder approval reset - 25,577,431 - Conversions of 2018 Notes (Note 7) to Class A common stock - (26,310,968 ) - Exercises of common stock warrants 8,278,667 - (7,391,667 ) Placement Agent Fees (602,457 ) - - Funding of Investor Notes 2,118,000 - - As of September 30, 2018 14,794,210 10,766,463 2,465,476 Activity during the period October 1 to October 31, 2018 Conversions of 2018 Notes (Note 7) to Class A common stock - (3,768,769 ) - Exercises of common stock warrants - - - Placement Agent Fees (4,550 ) - - Funding of Investor Notes 65,000 - - As of October 31, 2018 14,854,660 6,997,694 2,465,476 Expected future activity: Exercises of common stock warrants 559,293 - (1,735,317 ) Exercises of Placement Agent common stock warrants - - (730,159 ) Funding of remaining balance on Investor Notes 2,817,000 - - Conversions of 2018 Notes (Note 7) to Class A common stock - (6,997,694 ) - Placement Agent Fees (197,190 ) - - Expected net cash from the 2018 Convertible Note Offering $ 18,033,763 $ - - The expected activity above reflects: * The Company receiving cash of $3.4 million from the Investor Notes and warrants (Note 7. Convertible Debt). * The noteholders converting shares represented by Additional Amount under the 2018 Notes (Note 7. Convertible Debt) into Class A common stock at the reset price of $0.3067 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment stated cost | (in thousands) 2018 2017 Buildings and leasehold improvements $ 441 $ 441 Furniture, fixtures and equipment 1,828 1,811 Software 2,135 2,135 Vehicles and machinery 1,023 1,044 Total property and equipment 5,427 5,431 Accumulated depreciation and amortization (4,558 ) (4,275 ) Total property and equipment, net $ 869 $ 1,156 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payments | Future Minimum (in thousands) Lease Payments 2018 $ 222 2019 856 2020 506 2021 439 2022 and thereafter 112 Total future minimum lease payments $ 2,135 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Schedule of shares of Class A common stock reserved for future issuance | Stock options and grants outstanding under incentive plans 1,140,145 Common stock warrants outstanding 10,004,872 2018 Notes outstanding - derivative liability 35,104,215 Total shares reserved for future issuance 46,249,232 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of summary of our option activity | Weighted- Average Weighted- Remaining Average Contractual Aggregate Exercise Term Intrinsic Shares Price (Yrs) Value Outstanding at January 1, 2017 185 $ 15,736.67 3.30 $ - Granted - - Exercised - - Forfeited or expired (36 ) 4,990.00 Outstanding at December 31, 2017 149 $ 18,452.38 2.60 $ - Exercisable at December 31, 2017 141 $ 19,418.30 2.80 $ - Granted 1,140,000 1.08 Exercised - - Forfeited or expired (4 ) 1,428.00 $ - Outstanding at Setpember 30, 2018 1,140,145 $ 3.47 6.78 $ - Exercisable at September 30, 2018 188,475 $ 15.63 6.75 $ - |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Schedule of fair values of derivative instruments included in our consolidated balance sheets | Fair Value of Derivative Instruments Liability Derivatives 2018 2017 Balance at September 30, 2018 (in thousands) Balance Sheet Fair Value Balance Sheet Fair Value Derivatives not designated as hedging instruments 2018 Notes Conversion Options Current Liabilities $ 4,148 N/a $ - The Effect of Derivative Instrument on the Statement of Operations for the Nine Months Ended September 30, 2018 and 2017 Amount of Loss Recognized in Statement of Operations Derivatives not designated as hedging instruments Location of Loss Recognized in Statement of Operations 2018 2017 2018 Notes Conversion Options Change in fair value of derivative liabilities and loss on debt extinguishment $ (17,413 ) $ - Amortization of debt discount & deferred loan costs (2,301 ) - $ (19,714 ) $ - |
Schedule of fair value of assets and liabilities measured on recurring basis | Quoted Prices in Active Significant Markets for Other Significant Identical Observable Unobservable Items Inputs Inputs Balance at September 30, 2018 (in thousands) Total (Level 1) (Level 2) (Level 3) Common stock warrant liability $ 782 - - $ 782 Derivative liability 4,148 - - 4,148 $ 4,930 - - $ 4,930 |
Schedule of reconciliation of common stock warrant liability measured at fair value on recurring basis | Embedded Common Stock derivative (in thousands) warrant liability liability Total Fair value of financial liabilities at December 31, 2017 $ 76 $ - $ 76 Common stock warrant liability 6,818 - 6,818 Expiration of common stock warrant liabilities (48 ) - (48 ) Change in the fair value of common stock warrant liabilities, net (2,250 ) - (2,250 ) Adjustment for exercise of common stock warrant liabilities (3,814 ) - (3,814 ) Derivative liability - 3,195 3,195 Investor Notes (2,882 ) (2,882 ) Change in the fair value of derivative liabilities and additional amounts earned - 17,717 17,717 Conversions of 2018 Notes - (13,882 ) (13,882 ) Fair value of financial liabilities at September 30, 2018 $ 782 $ 4,148 $ 4,930 |
2018 Options | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Schedule of assumptions used for fair value measurements | Vesting Expected Expected Risk-free Market Price 2018 Non-Qualified Stock Options 2.78 years 4.2 years 0 % 2.70 % 148.77 % |
Common stock warrants | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Schedule of assumptions used for fair value measurements | Exercise Price Strike Floor Closing Risk-free Dividend Market Remaining Warrant Liability April 09, 2018 $ 1.12 $ 0.97 $ 0.85 2.60 % 0.00 % 120 % 5.00 Warrant Liability June 30, 2018 $ 0.55 $ 0.19 $ 0.57 2.72 % 0.00 % 115 % 4.78 Warrant Liability September 30, 2018 $ 0.32 $ 0.19 $ 0.39 2.93 % 0.00 % 115 % 4.53 |
2018 Notes | Derivative liability | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Schedule of assumptions used for fair value measurements | Conversion Closing Risk-free Dividend Market Remaining Debt Soft Call First Second Derivative Liability April 09, 2018 $ 1.26 $ 0.85 2.08 % 0.00 % 110 % 1.00 60 % $ 2.52 20 % 25 % Derivative Liability June 30, 2018 $ 0.55 $ 0.57 2.23 % 0.00 % 130 % 0.78 60 % $ 2.52 20 % 25 % Derivative Liability September 30, 2018 $ 0.31 $ 0.39 2.36 % 0.00 % 125 % 0.53 60 % $ 2.52 20 % 25 % |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted weighted average shares outstanding | For the Three Months Ended For the Nine Months Ended (In thousands, except per share data) 2018 2017 2018 2017 Numerator for basic and diluted net loss per share $ (18,294 ) $ (4,422 ) $ (30,392 ) $ (12,488 ) Denominator: Weighted average shares for basic net loss per share 36,959 7,481 21,196 6,567 Effect of dilutive securities: Weighted average of common stock, stock options and warrants - - - - Denominators for diluted net loss per share 36,959 7,481 21,196 6,567 Net loss per share—basic and diluted $ (0.49 ) $ (0.59 ) $ (1.44 ) $ (1.90 ) |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of reconciliation of reportable segments' income (loss) from operations | Three Months Ended Nine Months Ended September 30, September 30, (in thousands) 2018 2017 2018 2017 Contract revenue: Residential $ 3,328 $ 3,101 $ 9,185 $ 9,220 Sunetric 552 918 1,148 1,462 POWERHOUSE™ - - - Corporate 5 - 5 - Consolidated contract revenue 3,885 4,019 10,338 10,682 Operating loss from continuing operations: Residential (938 ) (1,843 ) (3,053 ) (4,095 ) Sunetric (226 ) (847 ) (1,207 ) (2,182 ) POWERHOUSE™ (192 ) - (300 ) - Corporate (1,682 ) (1,696 ) (6,960 ) (5,817 ) Operating Loss (3,038 ) (4,386 ) (11,520 ) (12,094 ) Reconciliation of consolidated loss from operations to consolidated net loss: Change in fair value of derivative liabilities and loss on debt extinguishment (14,366 ) 6 (17,413 ) (351 ) Amortization of debt discount & deferred loan costs (866 ) - (2,301 ) - Other income 5 13 960 - Loss from discontinued operations, net of tax (29 ) (55 ) (118 ) (43 ) Net loss $ (18,294 ) $ (4,422 ) $ (30,392 ) $ (12,488 ) |
Schedule of reconciliation of reportable segments' assets to the company's consolidated total assets | (in thousands) September 30, 2018 December 31, 2017 Total assets – continuing operations: Residential $ 3,646 $ 5,877 Sunetric 658 2,142 POWERHOUSE™ 1,404 1,140 Corporate 10,434 3,278 $ 16,142 $ 12,437 Total assets – discontinued operations: Commercial 843 1,821 $ 16,985 $ 14,258 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of reconciliation of major line items constituting pretax loss of discontinued operations to the after-tax loss of discontinued operations presented in condensed consolidated statements of operations | For the Three Months Ended For the Nine Months Ended September 30, September 30, (in thousands) 2018 2017 2018 2017 Major line items constituting pretax loss of discontinued operations: Contract revenue $ 30 $ 4 $ (32 ) $ 8 Contract expense (income) 1 (36 ) (35 ) (37 ) Operating and other expense 58 95 121 88 Pretax loss from discontinued operations (29 ) (55 ) (118 ) (43 ) Loss from discontinued operations, net of tax $ (29 ) $ (55 ) $ (118 ) $ (43 ) |
Schedule of reconciliation of the carrying amounts of major classes of assets and liabilities of the discontinued operations to the total assets and liabilities of the discontinued operations presented separately in the condensed consolidated balance sheets | September 30, December 31, (in thousands) 2018 2017 Carrying amounts of major classes of assets included as part of discontinued operations: Current assets: Accounts receivable, net $ 336 $ 394 Costs in excess of billings on uncompleted contracts - 62 Inventory, net 68 63 Other current assets 146 723 Total major classes of current assets of the discontinued operations 550 1,242 Noncurrent assets: Other noncurrent assets 293 579 Total noncurrent assets of discontinued operations 293 579 Total assets of the discontinued operations in the balance sheet $ 843 $ 1,821 Carrying amounts of major classes of liabilities included as part of discontinued operations: Current liabilities: Accounts payable $ 270 $ 270 Accrued liabilities 33 33 Deferred revenue and other current liabilities 204 418 Total current liabilities of discontinued operations 507 721 Noncurrent liabilities: Other liabilities 721 745 Total major classes of noncurrent liabilities of the discontinued operations 721 745 Total liabilities of the discontinued operations in the balance sheet $ 1,228 $ 1,466 |
Organization, Nature of Opera_3
Organization, Nature of Operations, and Principles of Consolidation (Details) - Securities Purchase Agreement - Private Placement - USD ($) | 1 Months Ended | 6 Months Ended | 9 Months Ended | |
Oct. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2018 | Apr. 09, 2018 | |
Debt Instrument [Line Items] | ||||
Cash Balance as on | $ 14,794,210 | $ 14,794,210 | $ 5,000,000 | |
Principal and Additional Amount, Balance as on | $ 10,766,463 | $ 10,766,463 | $ 11,500,000 | |
Common Stock Warrants, Balance as on | 2,465,476 | 2,465,476 | 9,857,143 | |
Principal and Additional Amount, arising from Shareholder approval reset | $ 25,577,431 | |||
Principal and Additional Amount, Conversions of notes to Class A common stock | (26,310,968) | |||
Cash, Exercises of common stock warrants | $ 8,278,667 | |||
Common Stock Warrants, Exercises of common stock warrants | (7,391,667) | |||
Cash, Placement Agent Fees | $ (602,457) | |||
Cash, Funding of Investor Notes | $ 2,118,000 | |||
Hypothetical Future Activity [Abstract] | ||||
Hypothetical cash receipts from exercises of common stock warrants | $ 559,293 | |||
Hypothetical number of common stock warrants exercised | (1,735,317) | |||
Hypothetical number of exercises of Placement Agent common stock warrants | (730,159) | |||
Hypothetical cash receipts from funding of remaining balance on Investor Notes | $ 2,817,000 | |||
Hypothetical principal amount of conversions of debt to common stock | (6,997,694) | |||
Hypothetical cash receipts from placement agent fees | (197,190) | |||
Hypothetical proceeds from 2018 note offering | $ 18,033,763 | |||
Subsequent events | ||||
Debt Instrument [Line Items] | ||||
Cash Balance as on | $ 14,854,660 | |||
Principal and Additional Amount, Balance as on | $ 6,997,694 | |||
Common Stock Warrants, Balance as on | 2,465,476 | |||
Principal and Additional Amount, Conversions of notes to Class A common stock | $ (3,768,769) | |||
Cash, Placement Agent Fees | (4,550) | |||
Cash, Funding of Investor Notes | $ 65,000 |
Organization, Nature of Opera_4
Organization, Nature of Operations, and Principles of Consolidation (Detail Textuals) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | |||
Mar. 30, 2018 | Jan. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Principles Of Consolidation, Organization And Nature Of Operations [Line Items] | |||||
Gross proceeds from offerings | $ 1,500 | ||||
Accumulated deficit | $ (230,874) | $ (200,482) | |||
Payments related to POWERHOUSE license | $ 191 | $ 64 | |||
Series Q Warrants | |||||
Principles Of Consolidation, Organization And Nature Of Operations [Line Items] | |||||
Exercise price of warrants | $ 0.3223 | ||||
Other common stock warrants | |||||
Principles Of Consolidation, Organization And Nature Of Operations [Line Items] | |||||
Gross proceeds from offerings | $ 19,200 | ||||
Initial exercise price of warrants exercisable | $ 3.10 | ||||
Senior Secured Convertible Notes | |||||
Principles Of Consolidation, Organization And Nature Of Operations [Line Items] | |||||
Proceeds from convertible debt | $ 3,400 | ||||
Private Placement | Senior Secured Convertible Notes | Unaffiliated institutional investors | |||||
Principles Of Consolidation, Organization And Nature Of Operations [Line Items] | |||||
Principal amount of notes issued | $ 10,750 | ||||
Private Placement | Convertible Notes | Unaffiliated institutional investors | |||||
Principles Of Consolidation, Organization And Nature Of Operations [Line Items] | |||||
Principal amount of notes issued | 10,750 | ||||
Proceeds from convertible debt | $ 10,000 | ||||
Powerhouse License Agreement | |||||
Principles Of Consolidation, Organization And Nature Of Operations [Line Items] | |||||
Gross proceeds from offerings | 15,000 | ||||
Payments related to POWERHOUSE license | $ 2,000 |
Revenue (Detail Textuals)
Revenue (Detail Textuals) | 9 Months Ended |
Sep. 30, 2018Contract | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Number of performance obligation included in each project of PV solar systems started | 1 |
Number of contract satisfied the requirement of PV solar system control transferring over time | 2 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 5,427 | $ 5,431 |
Accumulated depreciation and amortization | (4,558) | (4,275) |
Total property and equipment, net | 869 | 1,156 |
Buildings and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 441 | 441 |
Furniture, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,828 | 1,811 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,135 | 2,135 |
Vehicles and machinery | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 1,023 | $ 1,044 |
Commitments and Contingencies -
Commitments and Contingencies - Remaining future minimum payments of all leases (Details) $ in Thousands | Sep. 30, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 222 |
2,019 | 856 |
2,020 | 506 |
2,021 | 439 |
2022 and thereafter | 112 |
Total future minimum lease payments | $ 2,135 |
Commitments and Contingencies_2
Commitments and Contingencies (Detail Textuals) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018USD ($) | Sep. 30, 2018USD ($) | |
Commitments and Contingencies Disclosure [Line Items] | ||
Office and warehouse rent expense | $ 0.2 | $ 0.5 |
Automobile lease expense | $ 0.1 | $ 0.2 |
Minimum | ||
Commitments and Contingencies Disclosure [Line Items] | ||
Operating leases, renewal options | 1 month | 1 month |
Maximum | ||
Commitments and Contingencies Disclosure [Line Items] | ||
Operating leases, renewal options | 5 years | 5 years |
Operating lease, lease term | 4 years | 4 years |
Shareholders' Equity - Shares o
Shareholders' Equity - Shares of Class A common stock reserved for future issuance (Details) | Sep. 30, 2018shares |
Schedule Of Stockholders' Equity [Line Items] | |
Total shares reserved for future issuance | 46,249,232 |
Derivative liability | 2018 Notes outstanding | |
Schedule Of Stockholders' Equity [Line Items] | |
Total shares reserved for future issuance | 35,104,215 |
Common stock warrants outstanding | |
Schedule Of Stockholders' Equity [Line Items] | |
Total shares reserved for future issuance | 10,004,872 |
Stock options and grants outstanding under incentive plans | |
Schedule Of Stockholders' Equity [Line Items] | |
Total shares reserved for future issuance | 1,140,145 |
Shareholders' Equity (Detail Te
Shareholders' Equity (Detail Textuals) - USD ($) $ / shares in Units, $ in Thousands | Jan. 04, 2018 | Jan. 31, 2018 | Sep. 30, 2018 | Mar. 30, 2018 |
Shareholders Equity [Line Items] | ||||
Class A common stock per share | $ 1.15 | |||
Purchase price of units per share (in dollars per share) | $ 1.14 | |||
Amount of gross proceeds | $ 1,800 | |||
Amount of net proceeds | $ 1,500 | |||
Series Q warrants | ||||
Shareholders Equity [Line Items] | ||||
Stock issued during period | 46,839,921 | |||
Private Placement | Unaffiliated institutional investors | Senior Secured Convertible Notes | ||||
Shareholders Equity [Line Items] | ||||
Principal amount of notes issued | $ 10,750 | |||
Private Placement | Unaffiliated institutional investors | Series P warrant | ||||
Shareholders Equity [Line Items] | ||||
Initial exercise price of warrants exercisable | $ 1.15 | |||
Exercise price of warrant paid at closing | 1.14 | |||
Exercise price of warrants payable upon exercise | $ 0.01 | |||
Private Placement | Unaffiliated institutional investors | Series O warrant | ||||
Shareholders Equity [Line Items] | ||||
Number of Class A common stock issue and sold | 1,600,000 | |||
Initial exercise price of warrants exercisable | $ 1.47 | |||
Period for which warrant exercisable | 5 years | |||
Class A common stock | ||||
Shareholders Equity [Line Items] | ||||
Stock issued during period | 800,000 | |||
Class A common stock | Series Q warrants | Senior Secured Convertible Notes | ||||
Shareholders Equity [Line Items] | ||||
Number of shares called by warrants | 9,126,984 | |||
Class A common stock | Private Placement | ||||
Shareholders Equity [Line Items] | ||||
Number of shares called by warrants | 730,159 | |||
Class A common stock | Private Placement | Unaffiliated institutional investors | Series P warrant | ||||
Shareholders Equity [Line Items] | ||||
Number of Class A common stock issue and sold | 800,000 | |||
Number of shares called by warrants | 800,000 | |||
Initial exercise price of warrants exercisable | $ 0.01 | |||
Period for which warrant exercisable | 5 years |
Convertible Debt (Detail Textua
Convertible Debt (Detail Textuals) $ / shares in Units, $ in Thousands | Apr. 09, 2018USD ($) | Mar. 30, 2018USD ($)Investorshares | Sep. 30, 2018USD ($)$ / sharesshares |
Debt Instrument [Line Items] | |||
Number of unaffiliated institutional investors | Investor | 2 | ||
Proceeds from sale of notes at closing of offering | $ 5,000 | ||
Class A common stock | |||
Debt Instrument [Line Items] | |||
Stock conversion price | $ / shares | $ 0.3067 | ||
Series Q Warrants | |||
Debt Instrument [Line Items] | |||
Exercise price of warrants | $ / shares | $ 0.3223 | ||
Senior Secured Convertible Notes | Series Q Warrants | Class A common stock | |||
Debt Instrument [Line Items] | |||
Number of shares called by warrants | shares | 9,126,984 | ||
Private Placement | |||
Debt Instrument [Line Items] | |||
Available cash requirement on quarterly basis | $ 750 | ||
Private Placement | Class A common stock | |||
Debt Instrument [Line Items] | |||
Number of shares called by warrants | shares | 730,159 | ||
Unaffiliated institutional investors | Private Placement | Senior Secured Convertible Notes | |||
Debt Instrument [Line Items] | |||
Principal amount of notes issued | $ 10,750 | ||
Proceeds from convertible debt | 10,000 | ||
Proceeds from original issue discount ("OID") | $ 750 | ||
Proceeds from promissory notes secured by cash and securities held in escrow | $ 5,000 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Shares | |||
Outstanding - Beginning balance | 149 | 185 | |
Granted | 1,140,000 | 0 | |
Exercised | 0 | 0 | |
Forfeited or expired | (4) | (36) | |
Outstanding - Ending balance | 1,140,145 | 149 | 185 |
Exercisable | 188,475 | 141 | |
Weighted Average Exercise Price | |||
Outstanding - Beginning balance | $ 18,452.38 | $ 15,736.67 | |
Granted | 1.08 | 0 | |
Exercised | 0 | 0 | |
Forfeited or expired | 1,428 | 4,990 | |
Outstanding - Ending balance | 3.47 | 18,452.38 | $ 15,736.67 |
Exercisable | $ 15.63 | $ 19,418.30 | |
Weighted Average Remaining Contractual Term (Yrs) | |||
Outstanding as of end of year | 6 years 9 months 11 days | 2 years 7 months 6 days | 3 years 3 months 18 days |
Exercisable as of end of year | 6 years 9 months | 2 years 9 months 18 days | |
Aggregate Intrinsic Value | |||
Outstanding | $ 0 | $ 0 | |
Exercisable | $ 0 | $ 0 |
Share-Based Compensation (Det_2
Share-Based Compensation (Detail Textuals) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jun. 21, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options cancelled | 4 | 2 | |||
Stock options granted | 1,140,000 | 0 | |||
Share-based compensation expense | $ 100 | $ 20 | $ 178 | $ 249 | |
2008 Long-Term Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Plan expiration period | 10 years | ||||
Service period | 2 years 9 months 11 days | ||||
Contractual term | 7 years | ||||
Option vesting percentage | 8.30% | ||||
Option valuation method used | Black-Scholes pricing model | ||||
2008 Long-Term Incentive Plan | Class A common stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Maximum number of shares authorized to be granted | 1,300,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) $ in Thousands | Sep. 30, 2018USD ($) |
Derivatives not designated as hedging instruments 2018 Notes Conversion Options | |
Derivatives, Fair Value [Line Items] | |
Liability Derivatives, Fair Value | $ 4,148 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details 1) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Loss Recognized in Statement of Operations | $ (19,714) | $ 0 |
Derivatives not designated as hedging instruments 2018 Notes Conversion Options | Change in fair value of derivative liabilities and loss on debt extinguishment | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Loss Recognized in Statement of Operations | (17,413) | 0 |
Derivatives not designated as hedging instruments 2018 Notes Conversion Options | Amortization of debt discount & deferred loan costs | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Loss Recognized in Statement of Operations | $ (2,301) | $ 0 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Assets and Liabilities Measured on Recurring Basis (Details 2) $ in Thousands | Sep. 30, 2018USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Financial assets and liabilities at fair value | $ 4,148 |
Recurring basis | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Financial assets and liabilities at fair value | 4,930 |
Recurring basis | Common stock warrants | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Financial assets and liabilities at fair value | 782 |
Recurring basis | Derivative liability | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Financial assets and liabilities at fair value | 4,148 |
Recurring basis | Quoted Prices in Active Markets for Identical Items (Level 1) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Financial assets and liabilities at fair value | 0 |
Recurring basis | Quoted Prices in Active Markets for Identical Items (Level 1) | Common stock warrants | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Financial assets and liabilities at fair value | 0 |
Recurring basis | Quoted Prices in Active Markets for Identical Items (Level 1) | Derivative liability | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Financial assets and liabilities at fair value | 0 |
Recurring basis | Significant Other Observable Inputs (Level 2) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Financial assets and liabilities at fair value | 0 |
Recurring basis | Significant Other Observable Inputs (Level 2) | Common stock warrants | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Financial assets and liabilities at fair value | 0 |
Recurring basis | Significant Other Observable Inputs (Level 2) | Derivative liability | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Financial assets and liabilities at fair value | 0 |
Recurring basis | Significant Unobservable Inputs (Level 3) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Financial assets and liabilities at fair value | 4,930 |
Recurring basis | Significant Unobservable Inputs (Level 3) | Common stock warrants | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Financial assets and liabilities at fair value | 782 |
Recurring basis | Significant Unobservable Inputs (Level 3) | Derivative liability | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Financial assets and liabilities at fair value | $ 4,148 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Common Stock Warrant Liability Measured at Fair Value on Recurring Basis (Details 3) - Recurring basis - Significant Unobservable Inputs (Level 3) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value of financial liabilities | $ 76 |
Common stock warrant liability | 6,818 |
Expiration of common stock warrant liabilities | (48) |
Change in the fair value of common stock warrant liabilities, net | (2,250) |
Adjustment for exercise of common stock warrant liabilities | (3,814) |
Derivative liability | 3,195 |
Investor Notes | (2,882) |
Change in the fair value of derivative liabilities and additional amounts earned | 17,717 |
Conversions of 2018 Notes | (13,882) |
Fair value of financial liabilities | 4,930 |
Common stock warrant liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value of financial liabilities | 76 |
Common stock warrant liability | 6,818 |
Expiration of common stock warrant liabilities | (48) |
Change in the fair value of common stock warrant liabilities, net | (2,250) |
Adjustment for exercise of common stock warrant liabilities | (3,814) |
Derivative liability | 0 |
Investor Notes | 0 |
Change in the fair value of derivative liabilities and additional amounts earned | 0 |
Conversions of 2018 Notes | 0 |
Fair value of financial liabilities | 782 |
Embedded derivative liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value of financial liabilities | 0 |
Common stock warrant liability | 0 |
Expiration of common stock warrant liabilities | 0 |
Change in the fair value of common stock warrant liabilities, net | 0 |
Adjustment for exercise of common stock warrant liabilities | 0 |
Derivative liability | 3,195 |
Investor Notes | (2,882) |
Change in the fair value of derivative liabilities and additional amounts earned | 17,717 |
Conversions of 2018 Notes | (13,882) |
Fair value of financial liabilities | $ 4,148 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details 4) - Derivative liability | Apr. 09, 2018Dollars | Jun. 30, 2018Dollars | Sep. 30, 2018Dollars |
Fair Value Disclosures [Line Items] | |||
Remaining Term (years) | 1 year | 9 months 11 days | 6 months 11 days |
Conversion Price | |||
Fair Value Disclosures [Line Items] | |||
Derivative Liability, Measurement Input | 1.26 | 0.55 | 0.31 |
Closing Market Price | |||
Fair Value Disclosures [Line Items] | |||
Derivative Liability, Measurement Input | 0.85 | 0.57 | 0.39 |
Risk-free Rate | |||
Fair Value Disclosures [Line Items] | |||
Derivative Liability, Measurement Input | 2.08 | 2.23 | 2.36 |
Dividend Yield | |||
Fair Value Disclosures [Line Items] | |||
Derivative Liability, Measurement Input | 0 | 0 | 0 |
Market Price Volatility | |||
Fair Value Disclosures [Line Items] | |||
Derivative Liability, Measurement Input | 110 | 130 | 125 |
Debt Yield | |||
Fair Value Disclosures [Line Items] | |||
Derivative Liability, Measurement Input | 60 | 60 | 60 |
Soft Call Threshold | |||
Fair Value Disclosures [Line Items] | |||
Derivative Liability, Measurement Input | 2.52 | 2.52 | 2.52 |
First Redemption Period | |||
Fair Value Disclosures [Line Items] | |||
Derivative Liability, Measurement Input | 20 | 20 | 20 |
Second Redemption Period | |||
Fair Value Disclosures [Line Items] | |||
Derivative Liability, Measurement Input | 25 | 25 | 25 |
Warrant | |||
Fair Value Disclosures [Line Items] | |||
Remaining Term (years) | 5 years | 4 years 9 months 11 days | 4 years 6 months 11 days |
Warrant | Exercise Price | |||
Fair Value Disclosures [Line Items] | |||
Derivative Liability, Measurement Input | 1.12 | 0.55 | 0.32 |
Warrant | Strike Floor | |||
Fair Value Disclosures [Line Items] | |||
Derivative Liability, Measurement Input | 0.97 | 0.19 | 0.19 |
Warrant | Closing Market Price | |||
Fair Value Disclosures [Line Items] | |||
Derivative Liability, Measurement Input | 0.85 | 0.57 | 0.39 |
Warrant | Risk-free Rate | |||
Fair Value Disclosures [Line Items] | |||
Derivative Liability, Measurement Input | 2.60 | 2.72 | 2.93 |
Warrant | Dividend Yield | |||
Fair Value Disclosures [Line Items] | |||
Derivative Liability, Measurement Input | 0 | 0 | 0 |
Warrant | Market Price Volatility | |||
Fair Value Disclosures [Line Items] | |||
Derivative Liability, Measurement Input | 120 | 115 | 115 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details 5) - 2018 Non-Qualified Stock Options | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Line Items] | |
Vesting Period | 2 years 9 months 18 days |
Expected Life | 4 years 2 months 12 days |
Expected Dividend Rate | 0.00% |
Risk-free Rate | 2.70% |
Market Price Volatility | 148.77% |
Goodwill Impairment (Detail Tex
Goodwill Impairment (Detail Textuals) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Goodwill and Intangible Asset Impairment [Abstract] | |
Goodwill impairment | $ 1,338 |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Earnings Per Share [Abstract] | ||||
Numerator for basic and diluted net loss per share | $ (18,294) | $ (4,422) | $ (30,392) | $ (12,488) |
Denominator: | ||||
Weighted average shares for basic net loss per share (in shares) | 36,959 | 7,481 | 21,196 | 6,567 |
Effect of dilutive securities: | ||||
Weighted average of common stock, stock options and warrants (in shares) | 0 | 0 | 0 | 0 |
Denominators for diluted net loss per share (in shares) | 36,959 | 7,481 | 21,196 | 6,567 |
Net loss per share - basic and diluted | $ (0.49) | $ (0.59) | $ (1.44) | $ (1.90) |
Net Income (Loss) Per Share (_2
Net Income (Loss) Per Share (Detail Textual) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Earnings Per Share [Abstract] | ||||
Antidilutive securities excluded from computation of earnings per share amount | 16.8 | 6.5 | 46.2 | 6.5 |
Segment Information - Financial
Segment Information - Financial information for segments and reconciliation of Total of Reportable segments' income/(loss)from operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Consolidated contract revenue | $ 3,885 | $ 4,019 | $ 10,338 | $ 10,682 |
Operating Loss | (3,038) | (4,386) | (11,520) | (12,094) |
Reconciliation of consolidated loss from operations to consolidated net loss: | ||||
Change in fair value of derivative liabilities and loss on debt extinguishment | (14,366) | 6 | (17,413) | (351) |
Amortization of debt discount & deferred loan cost | (866) | 0 | (2,301) | |
Other income | 5 | 13 | 960 | |
Loss from discontinued operations, net of tax | (29) | (55) | (118) | (43) |
Net loss | (18,294) | (4,422) | (30,392) | (12,488) |
Residential | ||||
Segment Reporting Information [Line Items] | ||||
Consolidated contract revenue | 3,328 | 3,101 | 9,185 | 9,220 |
Operating Loss | (938) | (1,843) | (3,053) | (4,095) |
Sunetric | ||||
Segment Reporting Information [Line Items] | ||||
Consolidated contract revenue | 552 | 918 | 1,148 | 1,462 |
Operating Loss | (226) | (847) | (1,207) | (2,182) |
POWERHOUSE | ||||
Segment Reporting Information [Line Items] | ||||
Consolidated contract revenue | 0 | 0 | 0 | 0 |
Operating Loss | (192) | 0 | (300) | 0 |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Consolidated contract revenue | 5 | 0 | 5 | 0 |
Operating Loss | $ (1,682) | $ (1,696) | $ (6,960) | $ (5,817) |
Segment Information - Reconcili
Segment Information - Reconciliation of reportable segments' assets to consolidated total assets (Details 1) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | $ 16,985 | $ 14,258 |
Continuing Operations | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 16,142 | 12,437 |
Continuing Operations | Residential | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 3,646 | 5,877 |
Continuing Operations | Sunetric | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 658 | 2,142 |
Continuing Operations | POWERHOUSE | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 1,404 | 1,140 |
Continuing Operations | Corporate | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 10,434 | 3,278 |
Discontinued Operations | Commercial Segment | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | $ 843 | $ 1,821 |
Segment Information (Detail Tex
Segment Information (Detail Textuals) | 9 Months Ended |
Sep. 30, 2018Segment | |
Segment Reporting [Abstract] | |
Number of operating segment | 4 |
Discontinued Operations - Recon
Discontinued Operations - Reconciliation of discontinued operations presented in condensed consolidated statements of operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Major line items constituting pretax loss of discontinued operations: | ||||
Contract revenue | $ 30 | $ 4 | $ (32) | $ 8 |
Contract expense (income) | 1 | (36) | (35) | (37) |
Operating and other expense | 58 | 95 | 121 | 88 |
Pretax loss from discontinued operations | (29) | (55) | (118) | (43) |
Loss from discontinued operations, net of tax | $ (29) | $ (55) | $ (118) | $ (43) |
Discontinued Operations - Rec_2
Discontinued Operations - Reconciliation of discontinued operations presented in condensed consolidated balance sheets (Details 1) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Accounts receivable, net | $ 336 | $ 394 |
Costs in excess of billings on uncompleted contracts | 62 | |
Inventory, net | 68 | 63 |
Other current assets | 146 | 723 |
Total major classes of current assets of the discontinued operations | 550 | 1,242 |
Noncurrent assets: | ||
Other noncurrent assets | 293 | 579 |
Total noncurrent assets of discontinued operations | 293 | 579 |
Total assets of the discontinued operations in the balance sheet | 843 | 1,821 |
Current liabilities: | ||
Accounts payable | 270 | 270 |
Accrued liabilities | 33 | 33 |
Deferred revenue and other current liabilities | 204 | 418 |
Total current liabilities of discontinued operations | 507 | 721 |
Noncurrent liabilities: | ||
Other liabilities | 721 | 745 |
Total major classes of noncurrent liabilities of the discontinued operations | 721 | 745 |
Total liabilities of the discontinued operations in the balance sheet | $ 1,228 | $ 1,466 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | Nov. 02, 2018USD ($) |
Subsequent event | Powerhouse License Agreement | Dow Chemical Company | |
Subsequent Event [Line Items] | |
License agreement fees | $ 2 |