Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Jun. 30, 2013 | Mar. 21, 2014 | Mar. 21, 2014 | |
Common Class A | Common Class B | |||
Document Information [Line Items] | ' | ' | ' | ' |
Document Type | '10-K | ' | ' | ' |
Amendment Flag | 'false | ' | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' | ' |
Trading Symbol | 'RGSE | ' | ' | ' |
Entity Registrant Name | 'Real Goods Solar, Inc. | ' | ' | ' |
Entity Central Index Key | '0001425565 | ' | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' | ' |
Entity Voluntary Filers | 'No | ' | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' | ' |
Entity Common Stock, Shares Outstanding | ' | ' | 44,946,489 | 0 |
Entity Public Float | ' | $56,838,284 | ' | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current assets: | ' | ' |
Cash | $12,449,000 | $10,390,000 |
Accounts receivable, net | 11,926,000 | 13,902,000 |
Costs in excess of billings on uncompleted contracts | 4,556,000 | 5,288,000 |
Inventory, net | 6,715,000 | 5,711,000 |
Deferred costs on uncompleted contracts | 1,421,000 | 896,000 |
Other current assets | 1,270,000 | 2,130,000 |
Total current assets | 38,337,000 | 38,317,000 |
Property and equipment, net | 3,084,000 | 3,991,000 |
Goodwill | 1,867,000 | 0 |
Other intangibles, net | 480,000 | 0 |
Total assets | 43,768,000 | 42,308,000 |
Current liabilities: | ' | ' |
Line of credit | ' | 6,498,000 |
Accounts payable | 14,059,000 | 15,951,000 |
Accrued liabilities | 3,611,000 | 5,156,000 |
Billings in excess of costs on uncompleted contracts | 395,000 | 2,975,000 |
Term loan | 2,000,000 | ' |
Related party debt | 4,150,000 | 6,850,000 |
Deferred revenue and other current liabilities | 787,000 | 510,000 |
Total current liabilities | 25,002,000 | 37,940,000 |
Accrued liabilities | 446,000 | 443,000 |
Common stock warrant liability | 15,071,000 | ' |
Total liabilities | 40,519,000 | 38,383,000 |
Commitments and contingencies | ' | ' |
Shareholders' equity: | ' | ' |
Preferred stock, par value $.0001 per share; 50,000,000 shares authorized; no shares issued and outstanding | ' | ' |
Additional paid-in capital | 92,808,000 | 82,185,000 |
Accumulated deficit | -89,563,000 | -78,263,000 |
Total shareholders' equity | 3,249,000 | 3,925,000 |
Total liabilities and shareholders' equity | 43,768,000 | 42,308,000 |
Common Class A | ' | ' |
Shareholders' equity: | ' | ' |
Common stock | $4,000 | $3,000 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | ' | ' |
Preferred stock, shares outstanding | ' | ' |
Common Class A | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 36,415,839 | 26,693,696 |
Common stock, shares outstanding | 36,415,839 | 26,693,696 |
Common Class B | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Net revenue | $101,342 | $92,891 | $109,257 |
Cost of goods sold | 79,032 | 69,859 | 81,397 |
Gross profit | 22,310 | 23,032 | 27,860 |
Expenses: | ' | ' | ' |
Selling and operating | 25,667 | 29,807 | 23,634 |
General and administrative | 6,973 | 8,909 | 4,109 |
Acquisition and other costs | 2,010 | ' | 2,393 |
Goodwill and other asset impairments | ' | 22,012 | ' |
Total expenses | 34,650 | 60,728 | 30,136 |
Loss from operations | -12,340 | -37,696 | -2,276 |
Interest income (expense) | 1,098 | -790 | -184 |
Loss before income taxes | -11,242 | -38,486 | -2,460 |
Income tax expense (benefit) | 58 | 8,720 | -560 |
Net loss | ($11,300) | ($47,206) | ($1,900) |
Net loss per share: | ' | ' | ' |
Basic and diluted | ($0.38) | ($1.77) | ($0.08) |
Weighted average shares outstanding: | ' | ' | ' |
Basic | 29,486 | 26,673 | 23,572 |
Diluted | 29,486 | 26,673 | 23,572 |
Consolidated_Statement_of_Chan
Consolidated Statement of Changes in Shareholders' Equity (USD $) | Total | Common Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
In Thousands, except Share data | USD ($) | Common Class A | Common Class B | USD ($) | USD ($) |
USD ($) | |||||
Beginning balance at Dec. 31, 2010 | $31,570 | $1 | ' | $60,726 | ($29,157) |
Beginning balance (in shares) at Dec. 31, 2010 | ' | 16,157,339 | 2,153,293 | ' | ' |
Issuance of common stock and other equity changes related to compensation (in shares) | ' | 29,408 | ' | ' | ' |
Issuance of common stock and other equity changes related to compensation | 533 | ' | ' | 533 | ' |
Issuance of common stock and stock options related to an acquisition (in shares) | ' | 8,700,000 | ' | ' | ' |
Issuance of common stock and stock options related to an acquisition | 21,673 | 2 | ' | 21,671 | ' |
Repurchase of common stock, Shares | ' | -379,400 | ' | ' | ' |
Repurchase of common stock | -1,070 | ' | ' | -1,070 | ' |
Conversion of Class B common stock to Class A common stock (in shares) | ' | 2,153,293 | -2,153,293 | ' | ' |
Net loss | -1,900 | ' | ' | ' | -1,900 |
Ending balance at Dec. 31, 2011 | 50,806 | 3 | ' | 81,860 | -31,057 |
Ending balance (in shares) at Dec. 31, 2011 | ' | 26,660,640 | ' | ' | ' |
Issuance of common stock and other equity changes related to compensation (in shares) | ' | 33,056 | ' | ' | ' |
Issuance of common stock and other equity changes related to compensation | 325 | ' | ' | 325 | ' |
Net loss | -47,206 | ' | ' | ' | -47,206 |
Ending balance at Dec. 31, 2012 | 3,925 | 3 | ' | 82,185 | -78,263 |
Ending balance (in shares) at Dec. 31, 2012 | ' | 26,693,696 | ' | ' | ' |
Issuance of common stock and other equity changes related to compensation (in shares) | ' | 132,267 | ' | ' | ' |
Issuance of common stock and other equity changes related to compensation | 509 | ' | ' | 509 | ' |
Establishment of liability related to common stock warrant | -17,597 | ' | ' | -17,597 | ' |
Issuance of common stock related to equity funding, net of offering costs of $2,485 (in shares) | ' | 9,266,974 | ' | ' | ' |
Issuance of common stock related to equity funding, net of offering costs of $2,485 | 26,834 | 1 | ' | 26,833 | ' |
Issuance of common stock related to the exercise of warrants, shares | ' | 260,791 | ' | ' | ' |
Issuance of common stock related to the exercise of warrants | 500 | ' | ' | 500 | ' |
Issuance of warrants to Silicon Valley Bank | 278 | ' | ' | 278 | ' |
Issuance of common stock related to related party debt conversion, shares | ' | 62,111 | ' | ' | ' |
Issuance of common stock related to related party debt conversion | 100 | ' | ' | 100 | ' |
Net loss | -11,300 | ' | ' | ' | -11,300 |
Ending balance at Dec. 31, 2013 | $3,249 | $4 | ' | $92,808 | ($89,563) |
Ending balance (in shares) at Dec. 31, 2013 | ' | 36,415,839 | ' | ' | ' |
Consolidated_Statement_of_Chan1
Consolidated Statement of Changes in Shareholders' Equity (Parenthetical) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 |
Issuance of common stock related to equity funding, offering costs | $2,485 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Operating activities: | ' | ' | ' |
Net income (loss) | ($11,300,000) | ($47,206,000) | ($1,900,000) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ' | ' | ' |
Depreciation | 1,019,000 | 1,186,000 | 811,000 |
Amortization | ' | 245,000 | 210,000 |
Share-based compensation expense | 509,000 | 325,000 | 524,000 |
Deferred income tax expense (benefit) | ' | 8,655,000 | -623,000 |
Change in fair value of common stock warrant liability | -2,026,000 | ' | ' |
Goodwill and other asset impairments | ' | 22,012,000 | ' |
Changes in operating assets and liabilities, net of effects from acquisitions: | ' | ' | ' |
Accounts receivable, net | 1,976,000 | 7,639,000 | 2,231,000 |
Costs in excess of billings on uncompleted contracts | 732,000 | 123,000 | -5,328,000 |
Inventory, net | -1,004,000 | 6,554,000 | -862,000 |
Deferred costs on uncompleted contracts | -525,000 | 417,000 | 512,000 |
Other current assets | 860,000 | -814,000 | 1,041,000 |
Accounts payable | -1,892,000 | -13,700,000 | 6,993,000 |
Accrued liabilities | -2,454,000 | 1,650,000 | -1,533,000 |
Billings in excess of costs on uncompleted contracts | -2,580,000 | 830,000 | 83,000 |
Deferred revenue and other current liabilities | 277,000 | -1,994,000 | 1,914,000 |
Payable to Gaiam | ' | 1,390,000 | -2,108,000 |
Net cash provided by (used in) operating activities | -16,408,000 | -12,688,000 | 1,965,000 |
Investing activities: | ' | ' | ' |
Purchase of property and equipment | -576,000 | -368,000 | -678,000 |
Change in restricted cash | ' | 172,000 | 730,000 |
Purchase of subsidiary | -1,166,000 | ' | ' |
Cash from acquired business | ' | ' | 3,416,000 |
Net cash provided by (used in) investing activities | -1,742,000 | -196,000 | 3,468,000 |
Financing activities: | ' | ' | ' |
Principal borrowings (payments) on related party debt | -2,600,000 | 5,150,000 | 1,700,000 |
Proceeds from issuance of common stock | 27,333,000 | ' | ' |
Principal borrowings (payments) on revolving line of credit, net | -6,498,000 | 6,498,000 | -3,119,000 |
Principal borrowings on term loan | 2,000,000 | ' | ' |
Principal payments on debt obligations | -26,000 | -187,000 | -2,254,000 |
Repurchase of Class A common stock, including related costs | ' | ' | -1,070,000 |
Net cash provided by (used in) financing activities | 20,209,000 | 11,461,000 | -4,743,000 |
Net increase (decrease) in cash | 2,059,000 | -1,423,000 | 690,000 |
Cash at beginning of year | 10,390,000 | 11,813,000 | 11,123,000 |
Cash at end of year | 12,449,000 | 10,390,000 | 11,813,000 |
Supplemental cash flow information: | ' | ' | ' |
Income taxes paid | 57,000 | 38,000 | 208,000 |
Interest paid | 254,000 | 538,000 | 187,000 |
Non-cash items | ' | ' | ' |
Class A common stock issued in conjunction with debt conversion, 62,111 shares | 100,000 | ' | ' |
Class A common stock issued in conjunction with acquisition, 400,000 shares | 916,000 | ' | 21,576,000 |
Equity Funding | ' | ' | ' |
Non-cash items | ' | ' | ' |
Issuance of warrants | 17,597,000 | ' | ' |
Debt Extension | ' | ' | ' |
Non-cash items | ' | ' | ' |
Issuance of warrants | $278,000 | ' | ' |
Consolidated_Statements_of_Cas1
Consolidated Statements of Cash Flows (Parenthetical) | 12 Months Ended |
Dec. 31, 2013 | |
Class A common stock issued to Gaiam, Inc. in conjunction with debt conversion, shares | 62,111 |
Class A common stock issued in conjunction with acquisition of subsidiary, shares | 400,000 |
Debt Extension | ' |
Number of shares called by warrants | 212,535 |
Principles_of_Consolidation_Or
Principles of Consolidation, Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2013 | |
Principles of Consolidation, Organization and Nature of Operations | ' |
1. Principles of Consolidation, Organization and Nature of Operations | |
Real Goods Solar, Inc. (“RGS” or “Company”) is a leading residential and commercial solar energy engineering, procurement, and construction firm. The Company was incorporated in Colorado on January 29, 2008 under the name Real Goods Solar, Inc. The Company’s initial public offering of common stock occurred on May 7, 2008. On January 15, 2014, the Company began doing business as RGS Energy and changed its ticker symbol to RGSE on February 24, 2014. | |
The consolidated financial statements include the accounts of Real Goods Solar and its wholly-owned subsidiaries. RGS has prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States, or GAAP, which include the Company’s accounts and those of its subsidiaries. Intercompany transactions and balances have been eliminated. The Company has included the results of operations of acquired companies from the effective date of acquisition. | |
Liquidity Update | |
At December 31, 2013, the Company’s cash balance was $12.4 million. The Company’s related party debt of $2.7 million owed to Gaiam, Inc. (“Gaiam”) was repaid on November 5, 2013 while its related party debt of $4.15 million owed to Riverside Renewable Energy Investments, LLC (“Riverside”) was extended; $1.0 million is due April 26, 2014, $3.0 million is due September 3, 2014 and $150,000 is due October 29, 2014. During September, 2013, RGS entered into the Fifth Loan Modification Agreement with Silicon Valley Bank (“SVB”), which extended the revolving line of credit maturity date to September 29, 2014 and provided RGS with a $2.0 million term loan. | |
NASDAQ Non-Compliance | |
During 2012, the Company received four different non-compliance notices from The Nasdaq Stock Market (“NASDAQ”). The Company regained compliance as of February 21, 2013. |
Significant_Accounting_Policie
Significant Accounting Policies | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Significant Accounting Policies | ' | ||||||||||||||||
2. Significant Accounting Policies | |||||||||||||||||
No changes were made to the Company’s significant accounting policies during the year ended December 31, 2013. | |||||||||||||||||
Cash | |||||||||||||||||
Cash represents demand deposit accounts with financial institutions that are denominated in U.S. dollars. | |||||||||||||||||
Allowance for Doubtful Accounts | |||||||||||||||||
The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company makes estimates of the collectability of its accounts receivable by analyzing historical bad debts, specific customer creditworthiness and current economic trends. The allowance for doubtful accounts was $618,000 and $1.1 million at December 31, 2013 and 2012, respectively. If the financial condition of our customers or the public utilities or financing companies were to deteriorate such that their ability to make payments to us was impaired, additional allowances could be required. | |||||||||||||||||
Inventory | |||||||||||||||||
Inventory consists primarily of solar energy system components (such as solar panels and inverters) located at the Company’s various warehouses and finished goods held for sale at its Solar Living Center located in Hopland, California. RGS states inventory at the lower of cost (first-in, first-out method) or market. The Company identifies the inventory items to be written down for obsolescence based on the item’s current sales status and condition. The Company writes down discontinued or slow moving inventories based on an estimate of the markdown to retail price needed to sell through its current stock level of the inventories. At December 31, 2013 and 2012, the Company estimated obsolete or slow-moving inventory to be $400,000 and $700,000, respectively, net of estimated reserves. | |||||||||||||||||
Property and Equipment | |||||||||||||||||
The Company states property and equipment at cost less accumulated depreciation and amortization. Depreciation of property and equipment is computed on the straight-line method over estimated useful lives, generally three to twenty years. RGS amortizes leasehold and building improvements over the shorter of the estimated useful lives of the assets or the remaining term of the lease or remaining life of the building, respectively. | |||||||||||||||||
Goodwill and Other Intangibles | |||||||||||||||||
Goodwill represents the excess of the purchase consideration over the estimated fair value of assets acquired less liabilities assumed in a business acquisition. Goodwill is reviewed for impairment annually or more frequently if impairment indicators arise. As RGS operates in only one business segment, it assesses impairment at the Company level. The Company has the option of first assessing qualitative factors to determine whether events and circumstances indicate that it is more likely than not that the fair value of the Company is less than its carrying amount. If it is determined that the fair value of the Company is more likely than not greater than its carrying amount, then the two-step impairment test is unnecessary. If it is determined that the two-step impairment test is necessary, then for step one, RGS compares the estimated fair value of the Company with its carrying amount, including goodwill. If the estimated fair value of the Company exceeds its carrying amount, the Company’s goodwill considered not impaired. If the carrying amount of the Company exceeds its estimated fair value, the second step of the goodwill impairment test to measure the amount of impairment loss is performed. The Company uses either a comparable market approach, traditional present value method, or some combination thereof to test for potential impairment. The use of present value techniques requires us to make estimates and judgments about future cash flows. These cash flow forecasts are based on assumptions that are consistent with the plans and estimates RGS uses to manage its business. The process of evaluating the potential impairment of goodwill is highly subjective and requires significant judgment at many points during the analysis. Application of alternative assumptions and definitions could yield significantly different results. | |||||||||||||||||
The Company’s goodwill balances were $1.9 million and zero at December 31, 2013 and 2012, respectively, and other intangibles balances were $480,000 and zero at December 31, 2013 and 2012, respectively. The other intangibles are comprised of backlog acquired from Syndicated Solar, Inc. and will be amortized to selling and operating expenses over a period of less than 12 months. | |||||||||||||||||
The Company had impaired all goodwill and other intangibles at September 30, 2012 (see Note 4. Goodwill and Other Asset Impairments). For the year ended December 31, 2012, amortization expense was $0.2 million. During the year ended December 31, 2013, the Company recorded $1.9 million of goodwill as a result of the acquisition of Syndicated Solar, Inc. There is no amortization expense recorded for the year ended December 31, 2013. | |||||||||||||||||
Purchase Accounting | |||||||||||||||||
RGS accounts for business acquisitions using the purchase method. In determining the estimated fair value of certain acquired assets and liabilities, the Company makes assumptions based upon historical and other relevant information and, in some cases, reports of independent valuation experts. Assumptions may be incomplete, and unanticipated events and circumstances may occur that could affect the validity of such assumptions, estimates, or actual results. As a result of the acquisition of Syndicated and Mercury Energy, Inc., RGS incurred acquisition-related costs that are required to be expensed as incurred, including subsequent adjustments to valuation entries made at the time of the acquisition. For the twelve months ended December 31, 2013, the Company recorded $2.0 million of such costs. | |||||||||||||||||
Revenue Recognition | |||||||||||||||||
Revenue are derived primarily from contracts for the installation of solar energy systems. RGS recognizes revenue from fixed price contracts using either the completed contract or percentage-of-completion method, based on the size of the energy system installation. RGS recognizes revenue from energy system installations of less than 100 kilowatts, or kW, when the installation is substantially complete and recognizes revenue from energy system installations equal to or greater than 100 kW on a percentage-of-completion basis, measured by the percentage of contract costs incurred to date to total estimated costs for each contract. The Company recognizes amounts billed to customers for shipping and handling as revenue at the same time that the revenues arising from the product sale are recognized. RGS includes shipping and handling costs, which were approximately $500,000, $500,000, and $100,000 for 2013, 2012, and 2011, respectively, in selling and operating expense along with other fulfillment costs. | |||||||||||||||||
The assets “Costs in excess of billings on uncompleted contracts” and “Deferred costs on uncompleted contracts” represent costs incurred plus estimated earnings in excess of amounts billed on percentage-of-completion method contracts and costs incurred but deferred until recognition of the related contract revenue on completed-method contracts, respectively. The liability “Billings in excess of costs on uncompleted contracts” represents billings in excess of related costs and earned profit on percentage-of-completion method contracts. RGS bills our large installation customers for contract performance progress according to milestones defined in their respective contracts. The prerequisite for billing is the completion of an application and certificate of payment form as per the contract, which is done after each month end. Unbilled receivables were immaterial at December 31, 2013 and 2012. | |||||||||||||||||
Deferred revenue consists of solar energy system installation fees billed to customers for projects which are not yet completed as on the balance sheet date. | |||||||||||||||||
Allocation of Costs | |||||||||||||||||
Historically, Gaiam provided RGS with administrative, technical accounting advisory, public financial reporting and related office services under the Intercorporate Services Agreement. During 2013, the Company’s reliance on Gaiam for services provided under the Intercorporate Services Agreement decreased to the point that RGS and Gaiam terminated the agreement on December 19, 2013. The accompanying financial statements include an allocation of these expenses. The allocation is based on a combination of factors, including revenue and operating expenses. The Company believes the allocation methodologies used are reasonable and result in an appropriate allocation of costs incurred by Gaiam and its subsidiaries on the Company’s behalf. However, these allocations may not be indicative of the cost of future services as the company operates on a standalone basis. | |||||||||||||||||
Share-Based Compensation | |||||||||||||||||
RGS recognizes compensation expense for share-based awards based on the estimated fair value of the award on date of grant. The Company measures compensation cost at the grant date fair value of the award and recognizes compensation expense based on the probable attainment of a specified performance condition or over a service period. The Company uses the Black-Scholes option valuation model to estimate the fair value for purposes of accounting and disclosures. In estimating this fair value, certain assumptions are used (see Note 12. Share-Based Compensation), consisting of the expected life of the option, risk-free interest rate, dividend yield, volatility and forfeiture rate. The use of different estimates for any one of these assumptions could have a material impact on the amount of reported compensation expense. | |||||||||||||||||
Income Taxes | |||||||||||||||||
RGS provides for income taxes pursuant to the liability method. The liability method requires recognition of deferred income taxes based on temporary differences between financial reporting and income tax bases of assets and liabilities, using current enacted income tax rates and regulations. These differences will result in taxable income or deductions in future years when the reported amount of the asset or liability is recovered or settled, respectively. Considerable judgment is required in determining when these events may occur and whether recovery of an asset is more likely than not. The Company’s effective tax rate remains fairly consistent. RGS has significant net operating loss carryforwards and will re-evaluate at the end of each reporting period whether it expects it is more likely than not that the deferred tax assets will be fully recoverable through the reversal of taxable temporary differences in future years as a result of normal business activities. The Company has agreed under our tax sharing agreement with Gaiam to make payments to Gaiam as RGS utilizes certain of its net operating losses in the future (see Note 13. Income Taxes). | |||||||||||||||||
The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. RGS measures the tax benefits recognized in the consolidated financial statements from such a position based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are often ambiguous. As such, RGS is required to make many subjective assumptions and judgments regarding its income tax exposures. Interpretations of and guidance surrounding income tax law and regulations change over time and may result in changes to the Company’s subjective assumptions and judgments which can materially affect amounts recognized in its consolidated balance sheets and statements of operations. The result of the reassessment of the Company’s tax positions did not have a material impact on its consolidated financial statements. RGS’ federal and state tax returns for all years after 2009 are subject to future examination by tax authorities for all our tax jurisdictions. The Company recognizes interest and penalties related to income tax matters in interest expense and general and administration expenses, respectively. | |||||||||||||||||
Net Loss Per Share | |||||||||||||||||
RGS computes net loss per share by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Diluted net loss per share reflects the potential dilution that could occur if options or warrants to issue shares of the Company’s Class A common stock were exercised. Weighted average common share equivalents of 7,012,000, 2,173,000 and 1,262,000 shares have been omitted from net loss per share for 2013, 2012 and 2011, respectively, as they are anti-dilutive. | |||||||||||||||||
The following table sets forth the computation of basic and diluted net income (loss) per share: | |||||||||||||||||
For the Years Ended December 31, | |||||||||||||||||
(In thousands, except per share data) | 2013 | 2012 | 2011 | ||||||||||||||
Numerator for basic and diluted net loss per share | $ | -11,300 | $ | -47,206 | $ | -1,900 | |||||||||||
Denominator: | |||||||||||||||||
Weighted average shares for basic net loss per share | 29,486 | 26,673 | 23,572 | ||||||||||||||
Effect of dilutive securities: | |||||||||||||||||
Weighted average of common stock, stock options and warrants | — | — | — | ||||||||||||||
Denominators for diluted net loss per share | 29,486 | 26,673 | 23,572 | ||||||||||||||
Net loss per share—basic | $ | -0.38 | $ | -1.77 | $ | -0.08 | |||||||||||
Net loss per share—diluted | $ | -0.38 | $ | -1.77 | $ | -0.08 | |||||||||||
Concentration of Risk | |||||||||||||||||
RGS has a potential concentration of credit risk in our accounts receivable in that two financing companies that purchase and then lease installed solar energy system to host users and two commercial customers accounted for 24%, 14%, 4% and 2% respectively, of our accounts receivable as of December 31, 2013. | |||||||||||||||||
The Company also has a potential concentration of supply risk in that during 2013 it purchased approximately 30% of the major components for its solar installations from a single supplier. | |||||||||||||||||
Sales to the Company’s three largest customers for 2013 accounted for approximately 21%, 12% and 6%, respectively, of our total net revenue. | |||||||||||||||||
Use of Estimates and Reclassifications | |||||||||||||||||
The preparation of financial statements in accordance with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the accompanying financial statements and disclosures. Although these estimates are based on management’s knowledge of current events and actions the Company may undertake in the future, actual results may be different from the estimates. | |||||||||||||||||
Warrant Accounting | |||||||||||||||||
The Company accounts for common stock warrants and put options in accordance with applicable accounting guidance provided in Financial Accounting Standards Board (“FASB”) ASC 480, Liabilities – Distinguishing Liabilities from Equity, as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreement. The common stock warrants are accounted for as a liability due to a provision which allows for the warrant holder to require redemption, at the intrinsic value of the warrant, upon a change of control. We classify these derivative liabilities on the condensed consolidated balance sheets as a long term liability, which is revalued at each balance sheet date subsequent to the initial issuance. We use a Monte Carlo pricing model to value these derivative 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. In building the Monte Carlo pricing model, the Company assumed a 15% probability of a change in control and used 20 nodes (See Note 3. Fair Value Measurements). As a result, if factors change and different assumptions are used, the warrant liability and the change in estimated fair value could be materially different. Changes in the fair value of the warrants are reflected in the condensed consolidated balance sheet as change in fair value of warrant liability, with an offsetting non-cash entry recorded as interest. | |||||||||||||||||
During 2013, net non-cash credits of approximately $2 million were recorded as interest income to reflect changes in fair value of outstanding warrants. In the event warrants are exercised or expire without being exercised, the fair value of the warrant liability is reduced by the number of warrants exercised or expired multiplied by the then fair value of the each warrant. The tables below summarize warrant activity for 2013 and assumptions utilized to value the warrants (in thousands except for per warrant data): | |||||||||||||||||
Original Warrant Issue Date | |||||||||||||||||
June 3, 2013 | November 15, | Total as of | |||||||||||||||
2013 | December 31, 2013 | ||||||||||||||||
Value of warrants issued | $ | 4,392 | $ | 13,205 | $ | 17,597 | |||||||||||
Changes in fair value, net | (175 | ) | (1,851 | ) | (2,026 | ) | |||||||||||
Value of warrants exercised | (500 | ) | (500 | ) | |||||||||||||
Value of warrants at December 31, 2013 | $ | 3,717 | $ | 11,354 | $ | 15,071 | |||||||||||
Number of warrants outstanding | 1,655 | 5,015 | 6,670 | ||||||||||||||
Assumptions used to estimate warrant values: | |||||||||||||||||
Issuance Date | |||||||||||||||||
June 3, 2013 | 15-Nov-13 | ||||||||||||||||
At Issuance | At December 31, 2013 | At Issuance | At December 31, 2013 | ||||||||||||||
Class A Common Stock: Closing Market Price | $ | 2.94 | $ | 3.02 | $ | 3.21 | $ | 3.02 | |||||||||
Market Price Volatility | 102.93 | % | 95 | % | 95 | % | 95 | % | |||||||||
Expected average term of warrants, in years | 5 | 4.5 | 5.5 | 5.5 | |||||||||||||
Expected dividend yield | 0 | 0 | 0 | 0 |
Mergers_and_Acquisitions
Mergers and Acquisitions | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Mergers and Acquisitions | ' | ||||
3. Mergers and Acquisitions | |||||
Syndicated Solar, Inc. | |||||
On August 9, 2013, the Company purchased certain assets and assumed certain current liabilities of Syndicated Solar, Inc. (“Syndicated”). The acquired assets include executed end user customer agreements together with associated solar energy systems in various stages of completion and various systems used by Syndicated to acquire new customers. The acquisition enables the Company to expand its residential solar operations in Colorado and California and to expand its sales presence into the state of Missouri. In connection with the acquisition, the former chief executive officer of Syndicated joined the Company as president of the residential division. The purchase consideration comprised cash of $250,000 and 400,000 shares of the Company’s Class A common stock, with an aggregate fair value of $916,000 based on the closing price of the Company’s Class A common stock on the acquisition date. | |||||
The table below summarizes the determination of fair value of the purchase consideration in the acquired business as of the acquisition date (in thousands): | |||||
Cash | $ | 250 | |||
Common stock | 916 | ||||
Total purchase consideration | $ | 1,166 | |||
The table below summarizes the assessment of the estimated fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands). The Company has obtained a third-party valuation of the assets acquired and liabilities assumed. | |||||
Cash | $ | 90 | |||
Accounts receivable, net | 580 | ||||
Other current assets | 1,188 | ||||
Property and equipment | 185 | ||||
Intangible assets | 480 | ||||
Accounts payable | (2,220 | ) | |||
Deferred revenue | (946 | ) | |||
Other current liabilities | (58 | ) | |||
Total identifiable net liabilities at fair value | (701 | ) | |||
Goodwill | 1,867 | ||||
Total purchase consideration | $ | 1,166 | |||
The Company assumed $2.2 million in accounts payable on the date of acquisition, including $1.6 million owed to a single vendor. Concurrent with the acquisition, the Company paid $1.0 million to the vendor and recorded an accrued liability in the amount of $600,000. The vendor’s terms require six monthly payments of $100,000 through February 2014. The accrued liability recorded was $200,000 and zero as of December 31, 2013 and March 21, 2014, respectively. | |||||
Intangible assets consist of the value of contractual arrangements entered into between Syndicated and its customers to install solar energy systems for which installation had not yet commenced at the acquisition date. | |||||
Syndicated also has the potential to earn up to $250,000 in additional earn-out payments following the close of the 2013 fiscal year and an additional 1.3 million shares of unregistered Class A common stock in performance based earn-outs over the period August 9, 2013 to December 31, 2015. If earned, these payments will be recorded as compensation expense as earned. | |||||
The Company includes results from operations of acquired companies in its consolidated financial statements from their respective effective acquisition dates. Pro forma financial information is not presented as the acquisition is not material to the condensed consolidated statements of operations. The revenue and earnings of the acquired business were not material to the condensed consolidated financial statements. | |||||
Subsequent Events | |||||
Mercury Energy, Inc. | |||||
On January 14, 2014, the Company obtained financial control, through an Agreement and Plan of Merger, of 100% of the voting equity interests of Mercury Energy, Inc. (“Mercury”). The total consideration transferred was comprised of 8.3 million shares of the Company’s Class A common stock valued at $32.0 million based on the closing market price of $3.83 per share on January 13, 2014. The consideration excluded $1.2 million of expenses that are reported as acquisition-related costs in the consolidated statement of operations for the year ended December 31, 2013. | |||||
Elemental Energy, LLC d/b/a Sunetric. | |||||
The Company entered into a definitive agreement to obtain financial control, through a Membership Interest Purchase Agreement (“Purchase Agreement”), of 100% of the membership interests of Elemental Energy, LLC d/b/a Sunetric on March 26, 2014. For further details about the acquisition, see Item 9B in this Form 10-K. | |||||
Goodwill_and_Other_Asset_Impai
Goodwill and Other Asset Impairments | 12 Months Ended |
Dec. 31, 2013 | |
Goodwill and Other Asset Impairments | ' |
4. Goodwill and Other Asset Impairments | |
In accordance with the Financial Accounting Standards Board’s accounting standards codification, the Company evaluated the realizability of its tangible assets and determined based on market place property comparables (level two of the fair value hierarchy) that a valuation impairment charge of $2.1 million was necessary against the cost of its Hopland California facility at September 30, 2012. Additionally, the Company performed impairment analyses of goodwill and other intangibles using the discounted cash flows method and write-offs of $19.7 million of goodwill and $200,000 of other intangibles were made at September 30, 2012. The Company estimated the fair value of its business for the goodwill impairment analysis based on the quoted market price for its Class A common stock (level one input of the fair value hierarchy), as adjusted by management’s judgmental qualitative factors (level three of the fair value hierarchy). These noncash impairments were necessitated by the trading price of the Company’s Class A common stock, recent operating losses, and financial forecasts. The $22.0 million of noncash impairment charges are reported in goodwill and other asset impairments on the consolidated statement of operations for the year ended December 31, 2012. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property and Equipment | ' | ||||||||
5. Property and Equipment | |||||||||
Property and equipment, stated at lower of cost or estimated fair value, consists of the following as of December 31: | |||||||||
(in thousands) | 2013 | 2012 | |||||||
Land | $ | 1,716 | $ | 1,716 | |||||
Buildings and leasehold improvements (a) | 136 | 728 | |||||||
Furniture, fixtures and equipment | 1,040 | 726 | |||||||
Website development | 960 | 859 | |||||||
Vehicles and Machinery | 3,185 | 3,671 | |||||||
7,037 | 7,700 | ||||||||
Accumulated depreciation and amortization | -3,953 | -3,709 | |||||||
$ | 3,084 | $ | 3,991 | ||||||
(a) | During 2012, the Company impaired $2.1 million of its buildings (see Note 4. Goodwill and Other Asset Impairments). |
Revolving_Line_of_Credit_and_T
Revolving Line of Credit and Term Loan | 12 Months Ended |
Dec. 31, 2013 | |
Revolving Line of Credit and Term Loan | ' |
6. Revolving Line of Credit and Term Loan | |
Under a loan agreement, as amended, with Silicon Valley Bank (“SVB Loan”), the Company has a revolving line of credit that provides for advances not to exceed $6.5 million based upon a borrowing base of 75% of eligible accounts receivable. All borrowings are collateralized by a security interest in substantially all of the Company’s assets other than its interests in Alteris Project Financing Company LLC, and bear interest at the greater of the bank’s prime rate or 4.00% plus 4.75%. The interest rate accruing on borrowings during a Streamline Period (as defined in the SVB Loan) is the greater of the bank’s prime rate or 4.00% plus 2.00%. The original maturity date for the SVB Loan was October 30, 2012 and the maturity date was first extended to March 31, 2013 on October 30, 2012, then to September 30, 2013 on March 27, 2013, and then to September 30, 2014 on September 29, 2013. The line of credit has a facility fee of 0.5% per year of the average daily unused portion of the available line of credit during the applicable calendar quarter. We may reserve up to $500,000 for stand-by letters of credit under the line of credit. The SVB Loan establishing the line of credit contains various covenants, including a covenant requiring compliance with a liquidity ratio. The fourth amendment to the SVB Loan required the borrowers to pay a final payment fee of $60,000 in cash upon termination or maturity of the revolving line of credit, which was reduced to $40,000 following our equity funding during June 2013 of $8.4 million in net proceeds. The Company paid the final payment of $40,000 in conjunction with the Fifth Loan Modification Agreement. At December 31, 2013, RGS had zero of outstanding borrowings under this facility. | |
Also under the Fifth Loan Modification Agreement, SVB agreed to extend to RGS a term loan of up to $2.0 million under the terms of the loan agreement (the “Term Loan”) in addition to the $6.5 million revolving line of credit. The Term Loan matures on September 29, 2014. RGS is required to make monthly payments of interest only on the Term Loan and may prepay the Term Loan in whole or in part at any time without penalty. The proceeds of the Term Loan were used to repay in full the outstanding indebtedness owed to Gaiam, as required (see Note 8. – Related Party Debt). | |
On March 23, 2014, our wholly-owned subsidiaries Real Goods Energy Tech, Inc., Real Goods Trading Corporation, Alteris Renewables, Inc. and Real Goods Syndicated, Inc. entered into a Waiver Agreement with Silicon Valley Bank pursuant to which Silicon Valley Bank waived (i) our failure to comply with the minimum EBITDA financial covenant contained in Section 6.9(b) of the Loan Agreement, for the quarterly compliance period ended December 31, 2013, and (ii) testing of the minimum EBITDA financial covenant contained in Section 6.9(b) of the Loan Agreement solely for the quarterly compliance period ending March 31, 2014. In connection with executing the Waiver Agreement, we paid to Silicon Valley Bank a fee of $10,000. As of March 21, 2014, we had no outstanding borrowings under the revolving credit facility, and $2.0 million outstanding under the Term Loan, under the Loan Agreement. |
Payable_to_Gaiam
Payable to Gaiam | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Payable to Gaiam | ' | ||||||||
8. Related Party Debt | |||||||||
Related party debt consists of the following (in thousands): | |||||||||
December 31, | |||||||||
Related Party | 2013 | 2012 | |||||||
Riverside | $ | 4,150 | $ | 4,150 | |||||
Gaiam | — | 2,700 | |||||||
Total | $ | 4,150 | $ | 6,850 | |||||
Related party debt at December 31, 2013 consisted of $4.15 million owed to Riverside. At December 31, 2012, the Company’s related party debt was comprised of $2.7 million owed to Gaiam and $4.15 million owed to Riverside. As of December 31, 2013, the Riverside loans were due as follows: $1.0 million by April 26, 2014, $3.0 million by September 3, 2014, and $150,000 by October 29, 2014. These loans bear interest at an annual rate of 10%. The accrued interest on the amounts owed to Riverside will be waived if the Company repays the $3.0 million and $150,000 loans owed to Riverside on or before their respective maturity date. As conditions for Gaiam extending the maturity date of its then existing $1.7 million loan to RGS from December 30, 2012 to April 30, 2013 and loaning RGS an additional $1.0 million, the Company had to pay all interest owed on the then existing Gaiam loan of $1.7 million, execute and deliver to Gaiam in the near future an option agreement, reasonably acceptable to both parties, permitting Gaiam to purchase for $200,000 all tenant improvements constructed by RGS in its principal office space leased from Gaiam; and amend the Company’s facility lease with Gaiam to cancel, effective December 31, 2012, the $3 per square foot credit set forth in the then current lease. On April 23, 2013, Gaiam converted $100,000 of the then outstanding $2.7 million into 62,111 shares of the Company’s Class A common stock. The $2.6 million remaining amount due to Gaiam was repaid on November 5, 2013; $2.1 million in cash, $200,000 of tenant improvements transferred to Gaiam and a discount for early repayment of $300,000. The discount is included in other accrued liabilities to reflect the above market lease with Gaiam for the Company’s headquarters office space. | |||||||||
The $1.0 million promissory note entered into with Riverside during December 2012 included certain customary language making the loan payable upon the occurrence of certain events, such as insolvency or bankruptcy. Also, if the Company completes a sale of at least $50,000 of capital stock, then Riverside has the option of converting all or any portion of the principal and interest owing on the loan in question into securities in such sale at the same purchase price as paid by other purchasers in such sale. If RGS fails to make payment of the principal and all interest owing the loan within 10 days of when due, Riverside has the option to acquire an undivided 50% interest in our real property located in Hopland, California (including all land and buildings) in exchange for cancellation of such principal and interest. This option is conditioned upon (1) the approval of the transaction by the Company’s disinterested directors, and (2) the consent of the Company’s senior creditor, Silicon Valley Bank. The loans are unsecured and subordinated to the Company’s indebtedness to unaffiliated creditors. Subject to the rights of senior debt, RGS has the right to prepay the loans at any time without premium or penalty. | |||||||||
Accrued interest on related party debt is $664,000 and $200,000 at December 31, 2013 and 2012, respectively, and is reported in accrued liabilities on the consolidated balance sheet. | |||||||||
Riverside owns approximately 22% of the Company’s currently outstanding Class A common stock and is one of its creditors. Pursuant to the terms of a Shareholders Agreement, Riverside has the right to designate a certain number of individuals for appointment or nomination to the Board of Directors, tied to its respective ownership of the Company’s Class A common stock. | |||||||||
Payable to Gaiam | ' | ||||||||
Payable to Gaiam | ' | ||||||||
7. Payable to Gaiam | |||||||||
The Company is engaged in several related party transactions with Gaiam. During 2013, through open market sales of shares by Gaiam, its ownership declined to less than 10% of the Company’s issued and outstanding shares of Class A common stock. | |||||||||
Historically, the Company has had a need for certain services to be provided by Gaiam under the Intercorporate Services Agreement and Industrial Building Lease Agreement for the Company’s corporate headquarters. These services may include, but are not limited to, administrative, technical accounting advisory, public financial reporting and certain occupancy and related office services as required from time to time. Previously, the Company determined that it was not cost effective to obtain and separately maintain the personnel and infrastructure associated with these services with a complement of full time, skilled employees. Also see Note 9. Commitments and Contingencies – Operating Leases. | |||||||||
The Company significantly reduced its reliance on Gaiam to provide services under the Intercorporate Services Agreement during 2013. The agreement terminated was on December 19, 2013. | |||||||||
During 2011, the Company completed a project for its then Chairman to design and install an upgrade to an existing solar power system originally built in 1997 for his residence. The contract price, or revenue recognized, was $244,000, which was priced at a customary rate for work performed for the Company’s employees. | |||||||||
Consideration payable to Gaiam and expensed during 2011 for additional services under the Intercorporate Services Agreement and agreeing to amend the existing Intercorporate Services Agreement and Tax Sharing Agreement totaled $672,000. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments and Contingencies | ' | ||||
9. Commitments and Contingencies | |||||
The Company leases office and warehouse space through operating leases. Some of the leases have renewal clauses, which range from three to five years. On December 19, 2011, RGS entered into a five year facility lease with Gaiam, for office space located in a Gaiam-owned building in Colorado. The lease commenced on January 1, 2012 and provides for monthly payment of approximately $21,832. | |||||
The following schedule represents the annual future minimum payments of all leases: | |||||
(in thousands) | At December 31, | ||||
2013 | |||||
2014 | $ | 747 | |||
2015 | 566 | ||||
2016 | 200 | ||||
Total minimum lease payments | $ | 1,513 | |||
The Company incurred rent expense of $1.3 million, $0.9 million and $0.5 million for the years ended December 31, 2013, 2012 and 2011, respectively. | |||||
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 for probable and estimable costs that may be incurred with respect to identified risks and uncertainties based upon the facts and circumstances currently available. Due to uncertainties in the estimation process, actual costs could vary from the amounts accrued. |
Shareholders_Equity
Shareholders' Equity | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Shareholders' Equity | ' | ||||
10. Shareholders’ Equity | |||||
During 2013, the Company issued 18,517 shares of its Class A common stock under the Real Goods Solar, Inc. 2008 Long-Term Incentive Plan (“2008 Incentive Plan”) to certain of its independent directors, in lieu of cash compensation, for services rendered during 2013. | |||||
On November 15, 2013, RGS issued 5.9 million shares of its Class A common stock and received proceeds of $18.4 million. As part of the offering, RGS issued warrants to purchase 5.0 million shares of its Class A common stock at $3.41 per share, which expire May 15, 2019. | |||||
On June 3, 2013, RGS issued 3.4 million shares of its Class A common stock and received proceeds of $8.4 million. As part of the offering, RGS issued warrants to purchase 1.7 million shares of its Class A common stock at $2.60 per share, which expire June 3, 2018. The exercise price was reduced to $2.50 per share in conjunction with the November 15, 2013 issuance of shares and warrants. Certain anti-dilution protection provisions contained in the warrants were triggered. Such provisions required the exercise price of the warrants to be reduced and the number of shares of Common Stock issuable upon exercise of the warrants to increase, based on the formula and on the terms set forth in the warrants after taking into account the Black Scholes and fair market values of the warrants and such anti-dilution protection provisions. | |||||
During 2012, the Company issued 33,056 shares of its Class A common stock under the 2008 Incentive Plan to certain of its independent directors, in lieu of cash compensation, for services rendered during 2012. | |||||
At December 31, 2013, RGS had the following shares of Class A common stock reserved for future issuance: | |||||
Stock options under the our incentive plans | 1,995,210 | ||||
Stock options under plans not approved by security holders | 300,000 | ||||
Warrants outstanding | 6,670,103 | ||||
Total shares reserved for future issuance | 8,965,313 | ||||
Each holder of the Company’s Class A common stock is entitled to one vote for each share held on all matters submitted to a vote of shareholders. On December 31, 2011, Gaiam converted all of its holdings of the Company’s Class B common stock to Class A common stock and, as a result, RGS has had no shares of Class B common stock outstanding since December 31, 2011. Under the terms of the Company’s articles of incorporation and merger with Alteris, RGS is prohibited from issuing Class B common stock in the future. All holders of Class A common stock vote as a single class on all matters that are submitted to the shareholders for a vote. Accordingly, Riverside, as the holder of approximately 22% of the Class A common stock and entitled to vote in any election of directors, may exert significant influence over the election of the directors. Shareholders with the minimum number of votes that would be necessary to authorize or take action at a meeting at which all of the shares entitled to vote were present and voted may consent to an action in writing and without a meeting under certain circumstances. | |||||
Holders of the Company’s Class A common stock are entitled to receive dividends, if any, as may be declared by the Board of Directors out of legally available funds. In the event of a liquidation, dissolution or winding up of Real Goods Solar, Class A common stock holders are entitled to share ratably in the Company’s assets remaining after the payment of all of debts and other liabilities. Holders of Class A common stock have no preemptive, subscription or redemption rights, and there are no redemption or sinking fund provisions applicable to the Company’s Class A common stock. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
11. Fair Value Measurements | |||||||||||||||||
The Company complies with the provisions of FASB ASC No. 820, Fair Value Measurements and Disclosures (“ASC 820”), in measuring fair value and in disclosing fair value measurements at the measurement date. ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements required under other accounting pronouncements. FASB ASC No. 820-10-35, Fair Value Measurements and Disclosures- Subsequent Measurement (“ASC 820-10-35”), clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. ASC 820-10-35-3 also requires that a fair value measurement reflect the assumptions market participants would use in pricing an asset or liability based on the best information available. Assumptions include the risks inherent in a particular valuation technique (such as a pricing model) and/or the risks inherent in the inputs to the model. | |||||||||||||||||
ASC 820-10-35 discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The statement utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: | |||||||||||||||||
Level 1 Inputs – Level 1 inputs are unadjusted quoted prices in active markets for assets or liabilities identical to those to be reported at fair value. An active market is a market in which transactions occur for the item to be fair valued with sufficient frequency and volume to provide pricing information on an ongoing basis. | |||||||||||||||||
Level 2 Inputs – Level 2 inputs are inputs other than quoted prices included within Level 1. Level 2 inputs are observable either directly or indirectly. These inputs include: (a) Quoted prices for similar assets or liabilities in active markets; (b) Quoted prices for identical or similar assets or liabilities in markets that are not active, such as when there are few transactions for the asset or liability, the prices are not current, price quotations vary substantially over time or in which little information is released publicly; (c) Inputs other than quoted prices that are observable for the asset or liability; and (d) Inputs that are derived principally from or corroborated by observable market data by correlation or other means. | |||||||||||||||||
Level 3 Inputs – Level 3 inputs are unobservable inputs for an asset or liability. These inputs should be used to determine fair value only when observable inputs are not available. Unobservable inputs should be developed based on the best information available in the circumstances, which might include internally generated data and assumptions being used to price the asset or liability. | |||||||||||||||||
When determining the fair value measurements for assets or liabilities required or permitted to be recorded at and/or marked to fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. When possible, the Company looks to active and observable markets to price identical assets. When identical assets are not traded in active markets, the Company looks to market observable data for similar assets. | |||||||||||||||||
The following tables summarize the basis used to measure certain financial assets and liabilities at fair value on a recurring basis in the condensed consolidated balance sheets: | |||||||||||||||||
Balance at December 31, 2013 (in thousands) | Total | Quoted Prices | Significant | Significant | |||||||||||||
in Active | Other | Unobservable | |||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical | Inputs | (Level 3) | |||||||||||||||
Items | (Level 2) | ||||||||||||||||
(Level 1) | |||||||||||||||||
Common stock warrant liability | $ | 15,071 | $ | — | $ | — | $ | 15,071 | |||||||||
The following summarizes the valuation technique for assets and liabilities measured and recorded at fair value: | |||||||||||||||||
Common stock warrant liability: For our level 3 securities, which represent common stock warrants, fair value is based on 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 (See Note 2. Significant Accounting Policies). The Company used a market approach to valuing the derivative liabilities. | |||||||||||||||||
Assets acquired and liabilities assumed, net: For our level 3 assets, which represent assets acquired and liabilities assumed, fair value is based upon unobservable inputs for which there is little or no market data, requiring the Company to develop its own assumptions (See Note 2. Significant Accounting Policies). The Company used a market approach to valuing the assets and liabilities. |
ShareBased_Compensation
Share-Based Compensation | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Share-Based Compensation | ' | ||||||||||||||||
12. Share-Based Compensation | |||||||||||||||||
The Company’s share-based compensation programs are long-term retention programs that are intended to attract, retain and provide incentives for talented employees, officers, and directors to align shareholder and employee interests. RGS primarily grants options under its 2008 Incentive Plan, but have also granted 300,000 non-shareholder approved options to its chief executive officer during 2012. | |||||||||||||||||
At December 31, 2013 the Company’s 2008 Incentive Plan provides for the granting of options to purchase up to the lesser of 3,000,000 shares of its Class A common stock or 10% of its then outstanding Class A common stock. Furthermore, the Board of Directors has resolved that all types of granted options shall not exceed 10% of the then outstanding Class A common stock. Both nonqualified stock options and incentive stock options may be issued under the provisions of the 2008 Incentive Plan. Employees, members of the Board of Directors, consultants, business partners, and certain key advisors are eligible to participate in the 2008 Incentive Plan, which terminates upon the earlier of a board resolution terminating the Incentive Plan or ten years after the effective date of the Incentive Plan. All outstanding options are nonqualified 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. Options vest based on service conditions, performance (attainment of a certain amount of pre-tax income for a given year), or some combination thereof. Grants typically expire seven years from the date of grant. | |||||||||||||||||
The determination of the estimated fair value of share-based payment awards on the date of grant using the Black-Scholes option-pricing model is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables. Expected volatilities are based on a value calculated using the combination of historical volatility of comparable public companies in RGS’ industry and its stock price volatility since our initial public offering. Expected life is 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 is 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 is used in the option valuation model. RGS is required to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. RGS primarily uses plan life to-date forfeiture experience rate of 40% to estimate option forfeitures and records share-based compensation expense only for those awards that are expected to vest. | |||||||||||||||||
The following are the variables used in the Black-Scholes option pricing model to determine the estimated grant date fair value for options granted under the Company’s incentive plans for each of the years presented: | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Expected volatility | 83% - 104% | 76% - 87% | 74% - 88% | ||||||||||||||
Weighted-average volatility | 93% | 80% | 81% | ||||||||||||||
Expected dividends | — % | — % | — % | ||||||||||||||
Expected term (in years) | 3.8 – 6.6 | 5.0 - 6.6 | 5.0 - 6.7 | ||||||||||||||
Risk-free rate | 0.68% - 2.45% | 0.57% - 1.26% | 1.17% - 2.24% | ||||||||||||||
The table below presents a summary of our option activity as of December 31, 2013 and changes during the year then ended: | |||||||||||||||||
Shares | Weighted- | Weighted- | Aggregate | ||||||||||||||
Average | Average | Intrinsic | |||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Contractual | ||||||||||||||||
Term | |||||||||||||||||
(Yrs) | |||||||||||||||||
Outstanding at January 1, 2013 | 1,825,320 | $ | 1.88 | ||||||||||||||
Granted | 928,000 | 1.57 | |||||||||||||||
Exercised | -117,030 | 1 | |||||||||||||||
Forfeited or expired | -341,080 | 1.08 | |||||||||||||||
Outstanding at December 31, 2013 | 2,295,210 | $ | 1.51 | 5 | $ | 3,468,464 | |||||||||||
Exercisable at December 31, 2013 | 609,090 | $ | 2 | 2.6 | $ | 621,573 | |||||||||||
The weighted-average grant-date fair value of options granted during the years 2013, 2012 and 2011 was $1.13, $0.76 and $1.67, respectively. The total fair value of shares vested was $305,000, $432,000 and $448,000 during the years ended December 31, 2013, 2012 and 2011, respectively. The Company’s share-based compensation cost charged against income was $509,000, $400,000, and $516,000 during the years 2013, 2012 and 2011, respectively, and is recorded as general and administrative expenses. The total income tax benefit recognized for share-based compensation was $nil, nil and $200,000 for the years ended December 31, 2013, 2012, and 2011, respectively. As of December 31, 2013, there was $787,230 of unrecognized cost related to nonvested shared-based compensation arrangements granted under the plans. The Company expects that cost to be recognized over a weighted-average period of 3.3 years. | |||||||||||||||||
Subsequent Event | |||||||||||||||||
On January 14, 2014, the Company’s shareholders approved an amendment to the 2008 Long-Term Incentive Plan. The amendment increases the number of options available for grant to 6,704,231, which was 15% of the Company’s then outstanding Class A common stock. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Income Taxes | ' | ||||||||||||
13. Income Taxes | |||||||||||||
The Company’s provision for income tax expense (benefit) is comprised of the following: | |||||||||||||
Years ended December 31, | |||||||||||||
(in thousands) | 2013 | 2012 | 2011 | ||||||||||
Current: | |||||||||||||
Federal | $ | — | $ | — | $ | — | |||||||
State | 58 | 61 | 16 | ||||||||||
58 | 61 | 16 | |||||||||||
Deferred: | |||||||||||||
Federal | — | 7,361 | -494 | ||||||||||
State | — | 1,298 | -82 | ||||||||||
— | 8,659 | -576 | |||||||||||
$ | 58 | $ | 8,720 | $ | -560 | ||||||||
Variations from the federal statutory rate are as follows: | |||||||||||||
(in thousands) | 2013 | 2012 | 2011 | ||||||||||
Expected federal income tax expense (benefit) at statutory rate of 34% | $ | -3,882 | $ | -13,086 | $ | -836 | |||||||
Effect of permanent goodwill impairment | — | 7,898 | — | ||||||||||
Effect of permanent acquisition-related differences | — | — | 461 | ||||||||||
Effect of permanent other differences | 136 | 94 | 30 | ||||||||||
Effect of carryforward state net operating losses | — | — | -72 | ||||||||||
Effect of valuation allowance | 4,559 | 16,074 | — | ||||||||||
Other | -48 | 49 | -3 | ||||||||||
State income tax expense (benefit), net of federal benefit | -707 | -2,309 | -140 | ||||||||||
Income tax expense (benefit) | $ | 58 | $ | 8,720 | $ | -560 | |||||||
Deferred income taxes reflect net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of the net accumulated deferred income tax assets shown on a gross basis as of December 31, 2013 and 2012 are as follows: | |||||||||||||
(in thousands) | 2013 | 2012 | |||||||||||
Deferred tax assets (liabilities): | |||||||||||||
Current: | |||||||||||||
Provision for doubtful accounts | $ | 230 | $ | 437 | |||||||||
Inventory-related expense | 274 | 469 | |||||||||||
Accrued liabilities | 1,385 | 1,281 | |||||||||||
Net operating loss carryforward | — | — | |||||||||||
Other | — | — | |||||||||||
Total current deferred tax assets | $ | 1,889 | $ | 2,187 | |||||||||
Non-current: | |||||||||||||
Depreciation and amortization | $ | 775 | $ | 613 | |||||||||
Net operating loss carryforward | 20,337 | 13,243 | |||||||||||
Other | -5 | 31 | |||||||||||
Total non-current deferred tax assets | $ | 21,107 | $ | 13,887 | |||||||||
Valuation allowance | -22,996 | -16,074 | |||||||||||
Total net deferred tax assets | $ | — | $ | — | |||||||||
At December 31, 2013, RGS had $15.7 million of federal net operating loss carryforwards expiring, if not utilized, beginning in 2020. Additionally, the Company had $4.6 million of state net operating loss carryforwards expiring, it not utilized, beginning in 2019. | |||||||||||||
Utilization of the net operating loss carry forwards may be subject to annual limitation under applicable federal and state ownership change limitations and, accordingly, net operating losses may expire before utilization. The company completed a Section 382 analysis through December 2013 and determined that an ownership change, as defined under Section 382 of the Internal Revenue Code occurred in prior years. The net operating loss carryforwards above have accounted for any limited and potential loss attributes to such ownership changes. | |||||||||||||
At December 31, 2013, the Company had no amount of unrecognized tax benefits. The Company does not have any tax positions for which it is reasonably possible the total amount of gross unrecognized benefits will increase or decrease within 12 months of the year ended December 31, 2013. | |||||||||||||
As a result of the net operating losses, substantially all of its federal, state and local income tax returns are subject to audit. | |||||||||||||
The Company’s valuation allowance increased by approximately $6.9 million for the year ended December 31, 2013 as a result of its operating loss for the year. The valuation allowance was determined in accordance with the provisions of ASC 740, Income Taxes, which requires an assessment of both negative and positive evidence when measuring the need for a valuation allowance. Based upon the available objective evidence and the Company’s history of losses, management believes it is more likely than not that the net deferred tax assets will not be realized. At December 31, 2013, the Company has a valuation allowance against its deferred tax assets net of the expected income from the reversal of its deferred tax liabilities. | |||||||||||||
The Company is required, under the terms of its tax sharing agreement with Gaiam, to distribute to Gaiam the tax effect of certain tax loss carryforwards as utilized by the Company in preparing its federal, state and local income tax returns. At December 31, 2013, utilizing an income tax rate of 35%, the Company estimates that the maximum amount of such distributions to Gaiam could aggregate $1.6 million. |
Quarterly_Results_of_Operation
Quarterly Results of Operations | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Quarterly Results of Operations | ' | ||||||||||||||||
14. Quarterly Results of Operations (Unaudited) | |||||||||||||||||
The following is a summary of the quarterly results of operations for the years ended December 31, 2013 and 2012: | |||||||||||||||||
(in thousands, except per share data) | Fiscal Year 2013 Quarters Ended | ||||||||||||||||
March 31 | June 30 | September 30 (a) | December 31 (b) | ||||||||||||||
Net revenue | $ | 16,793 | $ | 20,666 | $ | 33,983 | $ | 29,900 | |||||||||
Gross profit | 4,592 | 4,768 | 7,261 | 5,689 | |||||||||||||
Loss before income taxes | -3,793 | -2,908 | -2,086 | -2,447 | |||||||||||||
Net loss | -3,793 | -2,908 | -2,094 | -2,505 | |||||||||||||
Diluted net loss per share | $ | -0.14 | $ | -0.11 | $ | -0.07 | $ | -0.08 | |||||||||
Weighted average shares outstanding-diluted | 26,696 | 27,804 | 30,044 | 33,077 | |||||||||||||
(in thousands, except per share data) | Fiscal Year 2012 Quarters Ended | ||||||||||||||||
March 31 | June 30 | September 30 (c) | December 31 (d) | ||||||||||||||
Net revenue | $ | 18,256 | $ | 21,447 | $ | 26,358 | $ | 26,830 | |||||||||
Gross profit | 6,427 | 5,319 | 5,737 | 5,549 | |||||||||||||
Income (loss) before income taxes | -3,052 | -4,070 | -27,549 | -3,815 | |||||||||||||
Net income (loss) | -1,856 | -2,518 | -39,017 | -3,815 | |||||||||||||
Diluted net income (loss) per share | $ | -0.07 | $ | -0.09 | $ | -1.46 | $ | -0.14 | |||||||||
Weighted average shares outstanding-diluted | 26,661 | 26,669 | 26,677 | 26,694 | |||||||||||||
(a) | The quarter ended September 30, 2013 includes one-time cash charges of $555,000 for the integration of Syndicated and other acquisition related expenses. | ||||||||||||||||
(b) | The quarter ended December 31, 2013 includes one-time cash charges of $1.5 million for the integration of Syndicated, acquisition of Mercury and other acquisition related expenses. | ||||||||||||||||
(c) | The quarter ended September 30, 2012 includes a noncash charge of $22.0 million for the impairment of goodwill and other assets and a noncash charge of $14.5 million for the establishment of a valuation allowance for all of our net deferred tax assets. | ||||||||||||||||
(d) | The quarter ended December 31, 2012 includes a noncash charge of $1.6 million for an additional valuation allowance for our net deferred tax assets generated during that quarter. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Cash | ' | ||||||||||||||||
Cash | |||||||||||||||||
Cash represents demand deposit accounts with financial institutions that are denominated in U.S. dollars. | |||||||||||||||||
Allowance for Doubtful Accounts | ' | ||||||||||||||||
Allowance for Doubtful Accounts | |||||||||||||||||
The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company makes estimates of the collectability of its accounts receivable by analyzing historical bad debts, specific customer creditworthiness and current economic trends. The allowance for doubtful accounts was $618,000 and $1.1 million at December 31, 2013 and 2012, respectively. If the financial condition of our customers or the public utilities or financing companies were to deteriorate such that their ability to make payments to us was impaired, additional allowances could be required. | |||||||||||||||||
Inventory | ' | ||||||||||||||||
Inventory | |||||||||||||||||
Inventory consists primarily of solar energy system components (such as solar panels and inverters) located at the Company’s various warehouses and finished goods held for sale at its Solar Living Center located in Hopland, California. RGS states inventory at the lower of cost (first-in, first-out method) or market. The Company identifies the inventory items to be written down for obsolescence based on the item’s current sales status and condition. The Company writes down discontinued or slow moving inventories based on an estimate of the markdown to retail price needed to sell through its current stock level of the inventories. At December 31, 2013 and 2012, the Company estimated obsolete or slow-moving inventory to be $400,000 and $700,000, respectively, net of estimated reserves. | |||||||||||||||||
Property and Equipment | ' | ||||||||||||||||
Property and Equipment | |||||||||||||||||
The Company states property and equipment at cost less accumulated depreciation and amortization. Depreciation of property and equipment is computed on the straight-line method over estimated useful lives, generally three to twenty years. RGS amortizes leasehold and building improvements over the shorter of the estimated useful lives of the assets or the remaining term of the lease or remaining life of the building, respectively. | |||||||||||||||||
Goodwill and Other Intangibles | ' | ||||||||||||||||
Goodwill and Other Intangibles | |||||||||||||||||
Goodwill represents the excess of the purchase consideration over the estimated fair value of assets acquired less liabilities assumed in a business acquisition. Goodwill is reviewed for impairment annually or more frequently if impairment indicators arise. As RGS operates in only one business segment, it assesses impairment at the Company level. The Company has the option of first assessing qualitative factors to determine whether events and circumstances indicate that it is more likely than not that the fair value of the Company is less than its carrying amount. If it is determined that the fair value of the Company is more likely than not greater than its carrying amount, then the two-step impairment test is unnecessary. If it is determined that the two-step impairment test is necessary, then for step one, RGS compares the estimated fair value of the Company with its carrying amount, including goodwill. If the estimated fair value of the Company exceeds its carrying amount, the Company’s goodwill considered not impaired. If the carrying amount of the Company exceeds its estimated fair value, the second step of the goodwill impairment test to measure the amount of impairment loss is performed. The Company uses either a comparable market approach, traditional present value method, or some combination thereof to test for potential impairment. The use of present value techniques requires us to make estimates and judgments about future cash flows. These cash flow forecasts are based on assumptions that are consistent with the plans and estimates RGS uses to manage its business. The process of evaluating the potential impairment of goodwill is highly subjective and requires significant judgment at many points during the analysis. Application of alternative assumptions and definitions could yield significantly different results. | |||||||||||||||||
The Company’s goodwill balances were $1.9 million and zero at December 31, 2013 and 2012, respectively, and other intangibles balances were $480,000 and zero at December 31, 2013 and 2012, respectively. The other intangibles are comprised of backlog acquired from Syndicated Solar, Inc. and will be amortized to selling and operating expenses over a period of less than 12 months. | |||||||||||||||||
The Company had impaired all goodwill and other intangibles at September 30, 2012 (see Note 4. Goodwill and Other Asset Impairments). For the year ended December 31, 2012, amortization expense was $0.2 million. During the year ended December 31, 2013, the Company recorded $1.9 million of goodwill as a result of the acquisition of Syndicated Solar, Inc. There is no amortization expense recorded for the year ended December 31, 2013. | |||||||||||||||||
Purchase Accounting | ' | ||||||||||||||||
Purchase Accounting | |||||||||||||||||
RGS accounts for business acquisitions using the purchase method. In determining the estimated fair value of certain acquired assets and liabilities, the Company makes assumptions based upon historical and other relevant information and, in some cases, reports of independent valuation experts. Assumptions may be incomplete, and unanticipated events and circumstances may occur that could affect the validity of such assumptions, estimates, or actual results. As a result of the acquisition of Syndicated and Mercury Energy, Inc., RGS incurred acquisition-related costs that are required to be expensed as incurred, including subsequent adjustments to valuation entries made at the time of the acquisition. For the twelve months ended December 31, 2013, the Company recorded $2.0 million of such costs. | |||||||||||||||||
Revenue Recognition | ' | ||||||||||||||||
Revenue Recognition | |||||||||||||||||
Revenue are derived primarily from contracts for the installation of solar energy systems. RGS recognizes revenue from fixed price contracts using either the completed contract or percentage-of-completion method, based on the size of the energy system installation. RGS recognizes revenue from energy system installations of less than 100 kilowatts, or kW, when the installation is substantially complete and recognizes revenue from energy system installations equal to or greater than 100 kW on a percentage-of-completion basis, measured by the percentage of contract costs incurred to date to total estimated costs for each contract. The Company recognizes amounts billed to customers for shipping and handling as revenue at the same time that the revenues arising from the product sale are recognized. RGS includes shipping and handling costs, which were approximately $500,000, $500,000, and $100,000 for 2013, 2012, and 2011, respectively, in selling and operating expense along with other fulfillment costs. | |||||||||||||||||
The assets “Costs in excess of billings on uncompleted contracts” and “Deferred costs on uncompleted contracts” represent costs incurred plus estimated earnings in excess of amounts billed on percentage-of-completion method contracts and costs incurred but deferred until recognition of the related contract revenue on completed-method contracts, respectively. The liability “Billings in excess of costs on uncompleted contracts” represents billings in excess of related costs and earned profit on percentage-of-completion method contracts. RGS bills our large installation customers for contract performance progress according to milestones defined in their respective contracts. The prerequisite for billing is the completion of an application and certificate of payment form as per the contract, which is done after each month end. Unbilled receivables were immaterial at December 31, 2013 and 2012. | |||||||||||||||||
Deferred revenue consists of solar energy system installation fees billed to customers for projects which are not yet completed as on the balance sheet date. | |||||||||||||||||
Allocation of Costs | ' | ||||||||||||||||
Allocation of Costs | |||||||||||||||||
Historically, Gaiam provided RGS with administrative, technical accounting advisory, public financial reporting and related office services under the Intercorporate Services Agreement. During 2013, the Company’s reliance on Gaiam for services provided under the Intercorporate Services Agreement decreased to the point that RGS and Gaiam terminated the agreement on December 19, 2013. The accompanying financial statements include an allocation of these expenses. The allocation is based on a combination of factors, including revenue and operating expenses. The Company believes the allocation methodologies used are reasonable and result in an appropriate allocation of costs incurred by Gaiam and its subsidiaries on the Company’s behalf. However, these allocations may not be indicative of the cost of future services as the company operates on a standalone basis. | |||||||||||||||||
Share-Based Compensation | ' | ||||||||||||||||
Share-Based Compensation | |||||||||||||||||
RGS recognizes compensation expense for share-based awards based on the estimated fair value of the award on date of grant. The Company measures compensation cost at the grant date fair value of the award and recognizes compensation expense based on the probable attainment of a specified performance condition or over a service period. The Company uses the Black-Scholes option valuation model to estimate the fair value for purposes of accounting and disclosures. In estimating this fair value, certain assumptions are used (see Note 12. Share-Based Compensation), consisting of the expected life of the option, risk-free interest rate, dividend yield, volatility and forfeiture rate. The use of different estimates for any one of these assumptions could have a material impact on the amount of reported compensation expense. | |||||||||||||||||
Income Taxes | ' | ||||||||||||||||
Income Taxes | |||||||||||||||||
RGS provides for income taxes pursuant to the liability method. The liability method requires recognition of deferred income taxes based on temporary differences between financial reporting and income tax bases of assets and liabilities, using current enacted income tax rates and regulations. These differences will result in taxable income or deductions in future years when the reported amount of the asset or liability is recovered or settled, respectively. Considerable judgment is required in determining when these events may occur and whether recovery of an asset is more likely than not. The Company’s effective tax rate remains fairly consistent. RGS has significant net operating loss carryforwards and will re-evaluate at the end of each reporting period whether it expects it is more likely than not that the deferred tax assets will be fully recoverable through the reversal of taxable temporary differences in future years as a result of normal business activities. The Company has agreed under our tax sharing agreement with Gaiam to make payments to Gaiam as RGS utilizes certain of its net operating losses in the future (see Note 13. Income Taxes). | |||||||||||||||||
The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. RGS measures the tax benefits recognized in the consolidated financial statements from such a position based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are often ambiguous. As such, RGS is required to make many subjective assumptions and judgments regarding its income tax exposures. Interpretations of and guidance surrounding income tax law and regulations change over time and may result in changes to the Company’s subjective assumptions and judgments which can materially affect amounts recognized in its consolidated balance sheets and statements of operations. The result of the reassessment of the Company’s tax positions did not have a material impact on its consolidated financial statements. RGS’ federal and state tax returns for all years after 2009 are subject to future examination by tax authorities for all our tax jurisdictions. The Company recognizes interest and penalties related to income tax matters in interest expense and general and administration expenses, respectively. | |||||||||||||||||
Net Loss Per Share | ' | ||||||||||||||||
Net Loss Per Share | |||||||||||||||||
RGS computes net loss per share by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Diluted net loss per share reflects the potential dilution that could occur if options or warrants to issue shares of the Company’s Class A common stock were exercised. Weighted average common share equivalents of 7,012,000, 2,173,000 and 1,262,000 shares have been omitted from net loss per share for 2013, 2012 and 2011, respectively, as they are anti-dilutive. | |||||||||||||||||
The following table sets forth the computation of basic and diluted net income (loss) per share: | |||||||||||||||||
For the Years Ended December 31, | |||||||||||||||||
(In thousands, except per share data) | 2013 | 2012 | 2011 | ||||||||||||||
Numerator for basic and diluted net loss per share | $ | -11,300 | $ | -47,206 | $ | -1,900 | |||||||||||
Denominator: | |||||||||||||||||
Weighted average shares for basic net loss per share | 29,486 | 26,673 | 23,572 | ||||||||||||||
Effect of dilutive securities: | |||||||||||||||||
Weighted average of common stock, stock options and warrants | — | — | — | ||||||||||||||
Denominators for diluted net loss per share | 29,486 | 26,673 | 23,572 | ||||||||||||||
Net loss per share—basic | $ | -0.38 | $ | -1.77 | $ | -0.08 | |||||||||||
Net loss per share—diluted | $ | -0.38 | $ | -1.77 | $ | -0.08 | |||||||||||
Concentration of Risk | ' | ||||||||||||||||
Concentration of Risk | |||||||||||||||||
RGS has a potential concentration of credit risk in our accounts receivable in that two financing companies that purchase and then lease installed solar energy system to host users and two commercial customers accounted for 24%, 14%, 4% and 2% respectively, of our accounts receivable as of December 31, 2013. | |||||||||||||||||
The Company also has a potential concentration of supply risk in that during 2013 it purchased approximately 30% of the major components for its solar installations from a single supplier. | |||||||||||||||||
Sales to the Company’s three largest customers for 2013 accounted for approximately 21%, 12% and 6%, respectively, of our total net revenue. | |||||||||||||||||
Use of Estimates and Reclassifications | ' | ||||||||||||||||
Use of Estimates and Reclassifications | |||||||||||||||||
The preparation of financial statements in accordance with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the accompanying financial statements and disclosures. Although these estimates are based on management’s knowledge of current events and actions the Company may undertake in the future, actual results may be different from the estimates. | |||||||||||||||||
Warrant Accounting | ' | ||||||||||||||||
Warrant Accounting | |||||||||||||||||
The Company accounts for common stock warrants and put options in accordance with applicable accounting guidance provided in Financial Accounting Standards Board (“FASB”) ASC 480, Liabilities – Distinguishing Liabilities from Equity, as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreement. The common stock warrants are accounted for as a liability due to a provision which allows for the warrant holder to require redemption, at the intrinsic value of the warrant, upon a change of control. We classify these derivative liabilities on the condensed consolidated balance sheets as a long term liability, which is revalued at each balance sheet date subsequent to the initial issuance. We use a Monte Carlo pricing model to value these derivative 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. In building the Monte Carlo pricing model, the Company assumed a 15% probability of a change in control and used 20 nodes (See Note 3. Fair Value Measurements). As a result, if factors change and different assumptions are used, the warrant liability and the change in estimated fair value could be materially different. Changes in the fair value of the warrants are reflected in the condensed consolidated balance sheet as change in fair value of warrant liability, with an offsetting non-cash entry recorded as interest. | |||||||||||||||||
During 2013, net non-cash credits of approximately $2 million were recorded as interest income to reflect changes in fair value of outstanding warrants. In the event warrants are exercised or expire without being exercised, the fair value of the warrant liability is reduced by the number of warrants exercised or expired multiplied by the then fair value of the each warrant. The tables below summarize warrant activity for 2013 and assumptions utilized to value the warrants (in thousands except for per warrant data): | |||||||||||||||||
Original Warrant Issue Date | |||||||||||||||||
June 3, 2013 | November 15, | Total as of | |||||||||||||||
2013 | December 31, 2013 | ||||||||||||||||
Value of warrants issued | $ | 4,392 | $ | 13,205 | $ | 17,597 | |||||||||||
Changes in fair value, net | (175 | ) | (1,851 | ) | (2,026 | ) | |||||||||||
Value of warrants exercised | (500 | ) | (500 | ) | |||||||||||||
Value of warrants at December 31, 2013 | $ | 3,717 | $ | 11,354 | $ | 15,071 | |||||||||||
Number of warrants outstanding | 1,655 | 5,015 | 6,670 | ||||||||||||||
Assumptions used to estimate warrant values: | |||||||||||||||||
Issuance Date | |||||||||||||||||
June 3, 2013 | 15-Nov-13 | ||||||||||||||||
At Issuance | At December 31, 2013 | At Issuance | At December 31, 2013 | ||||||||||||||
Class A Common Stock: Closing Market Price | $ | 2.94 | $ | 3.02 | $ | 3.21 | $ | 3.02 | |||||||||
Market Price Volatility | 102.93 | % | 95 | % | 95 | % | 95 | % | |||||||||
Expected average term of warrants, in years | 5 | 4.5 | 5.5 | 5.5 | |||||||||||||
Expected dividend yield | 0 | 0 | 0 | 0 |
Significant_Accounting_Policie2
Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Computation of Basic and Diluted Net Income (Loss) Per Share | ' | ||||||||||||||||
The following table sets forth the computation of basic and diluted net income (loss) per share: | |||||||||||||||||
For the Years Ended December 31, | |||||||||||||||||
(In thousands, except per share data) | 2013 | 2012 | 2011 | ||||||||||||||
Numerator for basic and diluted net loss per share | $ | -11,300 | $ | -47,206 | $ | -1,900 | |||||||||||
Denominator: | |||||||||||||||||
Weighted average shares for basic net loss per share | 29,486 | 26,673 | 23,572 | ||||||||||||||
Effect of dilutive securities: | |||||||||||||||||
Weighted average of common stock, stock options and warrants | — | — | — | ||||||||||||||
Denominators for diluted net loss per share | 29,486 | 26,673 | 23,572 | ||||||||||||||
Net loss per share—basic | $ | -0.38 | $ | -1.77 | $ | -0.08 | |||||||||||
Net loss per share—diluted | $ | -0.38 | $ | -1.77 | $ | -0.08 | |||||||||||
Summary of Warrant Activity | ' | ||||||||||||||||
The tables below summarize warrant activity for 2013 and assumptions utilized to value the warrants (in thousands except for per warrant data): | |||||||||||||||||
Original Warrant Issue Date | |||||||||||||||||
June 3, 2013 | November 15, | Total as of | |||||||||||||||
2013 | December 31, 2013 | ||||||||||||||||
Value of warrants issued | $ | 4,392 | $ | 13,205 | $ | 17,597 | |||||||||||
Changes in fair value, net | (175 | ) | (1,851 | ) | (2,026 | ) | |||||||||||
Value of warrants exercised | (500 | ) | (500 | ) | |||||||||||||
Value of warrants at December 31, 2013 | $ | 3,717 | $ | 11,354 | $ | 15,071 | |||||||||||
Number of warrants outstanding | 1,655 | 5,015 | 6,670 | ||||||||||||||
Assumptions Used to Estimate Warrant Values | ' | ||||||||||||||||
Assumptions used to estimate warrant values: | |||||||||||||||||
Issuance Date | |||||||||||||||||
June 3, 2013 | 15-Nov-13 | ||||||||||||||||
At Issuance | At December 31, 2013 | At Issuance | At December 31, 2013 | ||||||||||||||
Class A Common Stock: Closing Market Price | $ | 2.94 | $ | 3.02 | $ | 3.21 | $ | 3.02 | |||||||||
Market Price Volatility | 102.93 | % | 95 | % | 95 | % | 95 | % | |||||||||
Expected average term of warrants, in years | 5 | 4.5 | 5.5 | 5.5 | |||||||||||||
Expected dividend yield | 0 | 0 | 0 | 0 |
Mergers_and_Acquisitions_Table
Mergers and Acquisitions (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Fair Value of Purchase Consideration in Acquired Business | ' | ||||
The table below summarizes the determination of fair value of the purchase consideration in the acquired business as of the acquisition date (in thousands): | |||||
Cash | $ | 250 | |||
Common stock | 916 | ||||
Total purchase consideration | $ | 1,166 | |||
Estimated Fair Values of Assets Acquired and Liabilities Assumed | ' | ||||
The table below summarizes the assessment of the estimated fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands). The Company has obtained a third-party valuation of the assets acquired and liabilities assumed. | |||||
Cash | $ | 90 | |||
Accounts receivable, net | 580 | ||||
Other current assets | 1,188 | ||||
Property and equipment | 185 | ||||
Intangible assets | 480 | ||||
Accounts payable | (2,220 | ) | |||
Deferred revenue | (946 | ) | |||
Other current liabilities | (58 | ) | |||
Total identifiable net liabilities at fair value | (701 | ) | |||
Goodwill | 1,867 | ||||
Total purchase consideration | $ | 1,166 | |||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property and Equipment | ' | ||||||||
Property and equipment, stated at lower of cost or estimated fair value, consists of the following as of December 31: | |||||||||
(in thousands) | 2013 | 2012 | |||||||
Land | $ | 1,716 | $ | 1,716 | |||||
Buildings and leasehold improvements (a) | 136 | 728 | |||||||
Furniture, fixtures and equipment | 1,040 | 726 | |||||||
Website development | 960 | 859 | |||||||
Vehicles and Machinery | 3,185 | 3,671 | |||||||
7,037 | 7,700 | ||||||||
Accumulated depreciation and amortization | -3,953 | -3,709 | |||||||
$ | 3,084 | $ | 3,991 | ||||||
(a) | During 2012, the Company impaired $2.1 million of its buildings (see Note 4. Goodwill and Other Asset Impairments). |
Payable_to_Gaiam_Tables
Payable to Gaiam (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Related Party Transactions Debt | ' | ||||||||
Related party debt consists of the following (in thousands): | |||||||||
December 31, | |||||||||
Related Party | 2013 | 2012 | |||||||
Riverside | $ | 4,150 | $ | 4,150 | |||||
Gaiam | — | 2,700 | |||||||
Total | $ | 4,150 | $ | 6,850 | |||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Future Minimum Lease Payments | ' | ||||
The following schedule represents the annual future minimum payments of all leases: | |||||
(in thousands) | At December 31, | ||||
2013 | |||||
2014 | $ | 747 | |||
2015 | 566 | ||||
2016 | 200 | ||||
Total minimum lease payments | $ | 1,513 | |||
Shareholders_Equity_Tables
Shareholders' Equity (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Shares of Class A Common Stock for Future Issuance | ' | ||||
At December 31, 2013, RGS had the following shares of Class A common stock reserved for future issuance: | |||||
Stock options under the our incentive plans | 1,995,210 | ||||
Stock options under plans not approved by security holders | 300,000 | ||||
Warrants outstanding | 6,670,103 | ||||
Total shares reserved for future issuance | 8,965,313 | ||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Fair Value of Assets and Liabilities Measured on Recurring Basis | ' | ||||||||||||||||
The following tables summarize the basis used to measure certain financial assets and liabilities at fair value on a recurring basis in the condensed consolidated balance sheets: | |||||||||||||||||
Balance at December 31, 2013 (in thousands) | Total | Quoted Prices | Significant | Significant | |||||||||||||
in Active | Other | Unobservable | |||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical | Inputs | (Level 3) | |||||||||||||||
Items | (Level 2) | ||||||||||||||||
(Level 1) | |||||||||||||||||
Common stock warrant liability | $ | 15,071 | $ | — | $ | — | $ | 15,071 | |||||||||
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Variables Used in Black-Scholes Option Pricing Model to Determine Estimated Grant Date Fair Value for Options Granted | ' | ||||||||||||||||
The following are the variables used in the Black-Scholes option pricing model to determine the estimated grant date fair value for options granted under the Company’s incentive plans for each of the years presented: | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Expected volatility | 83% - 104% | 76% - 87% | 74% - 88% | ||||||||||||||
Weighted-average volatility | 93% | 80% | 81% | ||||||||||||||
Expected dividends | — % | — % | — % | ||||||||||||||
Expected term (in years) | 3.8 – 6.6 | 5.0 - 6.6 | 5.0 - 6.7 | ||||||||||||||
Risk-free rate | 0.68% - 2.45% | 0.57% - 1.26% | 1.17% - 2.24% | ||||||||||||||
Summary of Options Activity Under Incentive Plans | ' | ||||||||||||||||
The table below presents a summary of our option activity as of December 31, 2013 and changes during the year then ended: | |||||||||||||||||
Shares | Weighted- | Weighted- | Aggregate | ||||||||||||||
Average | Average | Intrinsic | |||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Contractual | ||||||||||||||||
Term | |||||||||||||||||
(Yrs) | |||||||||||||||||
Outstanding at January 1, 2013 | 1,825,320 | $ | 1.88 | ||||||||||||||
Granted | 928,000 | 1.57 | |||||||||||||||
Exercised | -117,030 | 1 | |||||||||||||||
Forfeited or expired | -341,080 | 1.08 | |||||||||||||||
Outstanding at December 31, 2013 | 2,295,210 | $ | 1.51 | 5 | $ | 3,468,464 | |||||||||||
Exercisable at December 31, 2013 | 609,090 | $ | 2 | 2.6 | $ | 621,573 | |||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Income Tax Expense Benefit | ' | ||||||||||||
The Company’s provision for income tax expense (benefit) is comprised of the following: | |||||||||||||
Years ended December 31, | |||||||||||||
(in thousands) | 2013 | 2012 | 2011 | ||||||||||
Current: | |||||||||||||
Federal | $ | — | $ | — | $ | — | |||||||
State | 58 | 61 | 16 | ||||||||||
58 | 61 | 16 | |||||||||||
Deferred: | |||||||||||||
Federal | — | 7,361 | -494 | ||||||||||
State | — | 1,298 | -82 | ||||||||||
— | 8,659 | -576 | |||||||||||
$ | 58 | $ | 8,720 | $ | -560 | ||||||||
Variations From Federal Statutory Rate | ' | ||||||||||||
Variations from the federal statutory rate are as follows: | |||||||||||||
(in thousands) | 2013 | 2012 | 2011 | ||||||||||
Expected federal income tax expense (benefit) at statutory rate of 34% | $ | -3,882 | $ | -13,086 | $ | -836 | |||||||
Effect of permanent goodwill impairment | — | 7,898 | — | ||||||||||
Effect of permanent acquisition-related differences | — | — | 461 | ||||||||||
Effect of permanent other differences | 136 | 94 | 30 | ||||||||||
Effect of carryforward state net operating losses | — | — | -72 | ||||||||||
Effect of valuation allowance | 4,559 | 16,074 | — | ||||||||||
Other | -48 | 49 | -3 | ||||||||||
State income tax expense (benefit), net of federal benefit | -707 | -2,309 | -140 | ||||||||||
Income tax expense (benefit) | $ | 58 | $ | 8,720 | $ | -560 | |||||||
Components of Net Tax Effects of Temporary Differences Between Carrying Amounts of Assets and Liabilities | ' | ||||||||||||
The components of the net accumulated deferred income tax assets shown on a gross basis as of December 31, 2013 and 2012 are as follows: | |||||||||||||
(in thousands) | 2013 | 2012 | |||||||||||
Deferred tax assets (liabilities): | |||||||||||||
Current: | |||||||||||||
Provision for doubtful accounts | $ | 230 | $ | 437 | |||||||||
Inventory-related expense | 274 | 469 | |||||||||||
Accrued liabilities | 1,385 | 1,281 | |||||||||||
Net operating loss carryforward | — | — | |||||||||||
Other | — | — | |||||||||||
Total current deferred tax assets | $ | 1,889 | $ | 2,187 | |||||||||
Non-current: | |||||||||||||
Depreciation and amortization | $ | 775 | $ | 613 | |||||||||
Net operating loss carryforward | 20,337 | 13,243 | |||||||||||
Other | -5 | 31 | |||||||||||
Total non-current deferred tax assets | $ | 21,107 | $ | 13,887 | |||||||||
Valuation allowance | -22,996 | -16,074 | |||||||||||
Total net deferred tax assets | $ | — | $ | — | |||||||||
Quarterly_Results_of_Operation1
Quarterly Results of Operations (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Summary of Quarterly Results of Operations | ' | ||||||||||||||||
The following is a summary of the quarterly results of operations for the years ended December 31, 2013 and 2012: | |||||||||||||||||
(in thousands, except per share data) | Fiscal Year 2013 Quarters Ended | ||||||||||||||||
March 31 | June 30 | September 30 (a) | December 31 (b) | ||||||||||||||
Net revenue | $ | 16,793 | $ | 20,666 | $ | 33,983 | $ | 29,900 | |||||||||
Gross profit | 4,592 | 4,768 | 7,261 | 5,689 | |||||||||||||
Loss before income taxes | -3,793 | -2,908 | -2,086 | -2,447 | |||||||||||||
Net loss | -3,793 | -2,908 | -2,094 | -2,505 | |||||||||||||
Diluted net loss per share | $ | -0.14 | $ | -0.11 | $ | -0.07 | $ | -0.08 | |||||||||
Weighted average shares outstanding-diluted | 26,696 | 27,804 | 30,044 | 33,077 | |||||||||||||
(in thousands, except per share data) | Fiscal Year 2012 Quarters Ended | ||||||||||||||||
March 31 | June 30 | September 30 (c) | December 31 (d) | ||||||||||||||
Net revenue | $ | 18,256 | $ | 21,447 | $ | 26,358 | $ | 26,830 | |||||||||
Gross profit | 6,427 | 5,319 | 5,737 | 5,549 | |||||||||||||
Income (loss) before income taxes | -3,052 | -4,070 | -27,549 | -3,815 | |||||||||||||
Net income (loss) | -1,856 | -2,518 | -39,017 | -3,815 | |||||||||||||
Diluted net income (loss) per share | $ | -0.07 | $ | -0.09 | $ | -1.46 | $ | -0.14 | |||||||||
Weighted average shares outstanding-diluted | 26,661 | 26,669 | 26,677 | 26,694 | |||||||||||||
(a) | The quarter ended September 30, 2013 includes one-time cash charges of $555,000 for the integration of Syndicated and other acquisition related expenses. | ||||||||||||||||
(b) | The quarter ended December 31, 2013 includes one-time cash charges of $1.5 million for the integration of Syndicated, acquisition of Mercury and other acquisition related expenses. | ||||||||||||||||
(c) | The quarter ended September 30, 2012 includes a noncash charge of $22.0 million for the impairment of goodwill and other assets and a noncash charge of $14.5 million for the establishment of a valuation allowance for all of our net deferred tax assets. | ||||||||||||||||
(d) | The quarter ended December 31, 2012 includes a noncash charge of $1.6 million for an additional valuation allowance for our net deferred tax assets generated during that quarter. |
Principles_of_Consolidation_Or1
Principles of Consolidation Organization and Nature of Operations - Additional information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
LegalMatter | ||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ' | ' |
Debt financing, cash balance | $12,400,000 | ' |
Related party debt | 4,150,000 | 6,850,000 |
Revolving line of credit maturity date | 30-Sep-14 | ' |
Number of non-compliance notices received from Nasdaq Stock Market (NASDAQ) | 4 | ' |
Fifth Loan Modification Agreement | ' | ' |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ' | ' |
Revolving line of credit maturity date | 29-Sep-14 | ' |
Revolving line of credit, term loan | 2,000,000 | ' |
Gaiam Incorporated | ' | ' |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ' | ' |
Related party debt | 2,700,000 | 2,700,000 |
Riverside Renewable Energy Investments | ' | ' |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ' | ' |
Related party debt | 4,150,000 | 4,150,000 |
Riverside Renewable Energy Investments | Related Party Debt Due April Twenty Six Twenty Fourteen | ' | ' |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ' | ' |
Related party debt | 1,000,000 | ' |
Related party extension date | 26-Apr-14 | ' |
Riverside Renewable Energy Investments | Related Party Debt Due September Three Twenty Fourteen | ' | ' |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ' | ' |
Related party debt | 3,000,000 | ' |
Related party extension date | 3-Sep-14 | ' |
Riverside Renewable Energy Investments | Related Party Debt Due October Twenty Nine Twenty Twenty Fourteen | ' | ' |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ' | ' |
Related party debt | $150,000 | ' |
Related party extension date | 29-Oct-14 | ' |
Significant_Accounting_Policie3
Significant Accounting Policies - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Segment | |||
Customer | |||
Significant Accounting Policies [Line Items] | ' | ' | ' |
Allowance for doubtful accounts | $618,000 | $1,100,000 | ' |
Obsolete or slow-moving inventory | 400,000 | 700,000 | ' |
Number of operating segment | 1 | ' | ' |
Goodwill | 1,867,000 | 0 | ' |
Other intangibles, net | 480,000 | 0 | ' |
Amortization expense for other intangible assets | 0 | 200,000 | ' |
Acquisition-related costs | 2,000,000 | ' | ' |
Postage and handling costs | 500,000 | 500,000 | 100,000 |
Minimum Percentage of income Tax examination likelihood of tax benefits being realized upon ultimate resolution settlement | 50.00% | ' | ' |
Antidilutive securities excluded from computation of earnings per share amount | 7,012,000 | 2,173,000 | 1,262,000 |
Number of major customers | 3 | ' | ' |
Probability of change in control assumed | 15.00% | ' | ' |
Interest income, net non-cash credits | $2,000,000 | ' | ' |
Customer 1 | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' |
Revenue from major customers as percentage of total revenues | 21.00% | ' | ' |
Customer 2 | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' |
Revenue from major customers as percentage of total revenues | 12.00% | ' | ' |
Customer 3 | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' |
Revenue from major customers as percentage of total revenues | 6.00% | ' | ' |
Accounts Receivable | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' |
Number of major customers | 2 | ' | ' |
Number of financing companies | 2 | ' | ' |
Accounts Receivable | Financing Company 1 | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' |
Concentration of risk percentage | 24.00% | ' | ' |
Accounts Receivable | Financing Company 2 | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' |
Concentration of risk percentage | 14.00% | ' | ' |
Accounts Receivable | Customer 1 | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' |
Concentration of risk percentage | 4.00% | ' | ' |
Accounts Receivable | Customer 2 | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' |
Concentration of risk percentage | 2.00% | ' | ' |
Supplier Concentration Risk | Single Supplier | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' |
Concentration of risk percentage | 30.00% | ' | ' |
Minimum | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' |
Property Plant And Equipment, estimated useful lives | '3 years | ' | ' |
Maximum | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' |
Property Plant And Equipment, estimated useful lives | '20 years | ' | ' |
Amortization period of other intangible assets | '12 years | ' | ' |
Computation_of_Basic_and_Dilut
Computation of Basic and Diluted Net (Loss) Per Share (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||||
Schedule For Earning Per Share Basic And Diluted [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Numerator for basic and diluted net loss per share | ($2,505) | [1] | ($2,094) | [2] | ($2,908) | ($3,793) | ($3,815) | [3] | ($39,017) | [4] | ($2,518) | ($1,856) | ($11,300) | ($47,206) | ($1,900) |
Denominator: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Weighted average shares for basic net loss per share | ' | ' | ' | ' | ' | ' | ' | ' | 29,486 | 26,673 | 23,572 | ||||
Effect of dilutive securities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Weighted average of common stock, stock options and warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Denominators for diluted net loss per share | 33,077 | [1] | 30,044 | [2] | 27,804 | 26,696 | 26,694 | [3] | 26,677 | [4] | 26,669 | 26,661 | 29,486 | 26,673 | 23,572 |
Net loss per share-basic | ' | ' | ' | ' | ' | ' | ' | ' | ($0.38) | ($1.77) | ($0.08) | ||||
Net loss per share-diluted | ($0.08) | [1] | ($0.07) | [2] | ($0.11) | ($0.14) | ($0.14) | [3] | ($1.46) | [4] | ($0.09) | ($0.07) | ($0.38) | ($1.77) | ($0.08) |
[1] | The quarter ended December 31, 2013 includes one-time cash charges of $1.5 million for the integration of Syndicated, acquisition of Mercury and other acquisition related expenses. | ||||||||||||||
[2] | The quarter ended September 30, 2013 includes one-time cash charges of $555,000 for the integration of Syndicated and other acquisition related expenses. | ||||||||||||||
[3] | The quarter ended December 31, 2012 includes a noncash charge of $1.6 million for an additional valuation allowance for our net deferred tax assets generated during that quarter. | ||||||||||||||
[4] | The quarter ended September 30, 2012 includes a noncash charge of $22.0 million for the impairment of goodwill and other assets and a noncash charge of $14.5 million for the establishment of a valuation allowance for all of our net deferred tax assets. |
Summary_of_Warrant_Activity_De
Summary of Warrant Activity (Detail) (USD $) | 12 Months Ended | 0 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Jun. 03, 2013 | Nov. 15, 2013 |
First Issuance | Second Issuance | ||
Class of Warrant or Right [Line Items] | ' | ' | ' |
Value of warrants issued | $17,597 | $4,392 | $13,205 |
Changes in fair value, net | -2,026 | -175 | -1,851 |
Value of warrants exercised | -500 | -500 | ' |
Value of warrants at December 31, 2013 | $15,071 | $3,717 | $11,354 |
Number of warrants outstanding | 6,670,103 | 1,655,000 | 5,015,000 |
Assumptions_Used_to_Estimate_W
Assumptions Used to Estimate Warrant Values (Detail) (Warrant, USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended |
Jun. 03, 2013 | Dec. 31, 2013 | Nov. 15, 2013 | Dec. 31, 2013 | |
First Issuance | First Issuance | Second Issuance | Second Issuance | |
Class of Warrant or Right [Line Items] | ' | ' | ' | ' |
Class A Common Stock: Closing Market Price | $2.94 | $3.02 | $3.21 | $3.02 |
Market Price Volatility | 102.93% | 95.00% | 95.00% | 95.00% |
Expected average term of warrants, in years | '5 years | '4 years 6 months | '5 years 6 months | '5 years 6 months |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Mergers_and_Acquisitions_Addit
Mergers and Acquisitions - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | 0 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2013 | Dec. 31, 2011 | Aug. 09, 2013 | Dec. 31, 2013 | Aug. 09, 2013 | Aug. 09, 2013 | Mar. 21, 2014 | Aug. 09, 2013 | Aug. 09, 2013 | Jan. 14, 2014 | Jan. 14, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | |
Syndicated Solar , Inc | Syndicated Solar , Inc | Syndicated Solar , Inc | Syndicated Solar , Inc | Syndicated Solar , Inc | Syndicated Solar , Inc | Syndicated Solar , Inc | Alteris Renewables | Alteris Renewables | Acquisition-related Costs | Sunetric , Inc | |||
Single Vendor | Contingent Earnout | Subsequent Event | Common Class A | Common Class A | Subsequent Event | Common Class A | |||||||
Contingent Earnout | Subsequent Event | ||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition consideration paid, net | ' | ' | $250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, shares issued | 400,000 | ' | ' | ' | ' | ' | ' | 400,000 | 1,300,000 | ' | 8,300,000 | ' | ' |
Business acquisition, value of shares issued | 916,000 | 21,576,000 | 916,000 | ' | ' | ' | ' | ' | ' | 32,000,000 | ' | ' | ' |
Accounts payable | ' | ' | 2,220,000 | ' | 1,600,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Payments to vendors | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued liabilities | ' | ' | 600,000 | 200,000 | ' | ' | 0 | ' | ' | ' | ' | ' | ' |
Monthly payment | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional earn out payments | ' | ' | ' | ' | ' | 250,000 | ' | ' | ' | ' | ' | ' | ' |
Percentage of voting interest for acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | 100.00% |
Common stock closing market price, per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3.83 | ' | ' | ' |
Acquisition related cost | $2,010,000 | $2,393,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,200,000 | ' |
Purchase agreement date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 26-Mar-14 |
Fair_Value_of_Purchase_Conside
Fair Value of Purchase Consideration in Acquired Business (Detail) (USD $) | 12 Months Ended | 0 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2011 | Aug. 09, 2013 | |
Syndicated Solar , Inc | |||
Business Combination, Transactions [Line Items] | ' | ' | ' |
Cash | ' | ' | $250,000 |
Common stock | 916,000 | 21,576,000 | 916,000 |
Total purchase consideration | ' | ' | $1,166,000 |
Estimated_Fair_Values_of_Asset
Estimated Fair Values of Assets Acquired and Liabilities Assumed (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 09, 2013 |
In Thousands, unless otherwise specified | Syndicated Solar , Inc | ||
Business Acquisition [Line Items] | ' | ' | ' |
Cash | ' | ' | $90 |
Accounts receivable, net | ' | ' | 580 |
Other current assets | ' | ' | 1,188 |
Property and equipment | ' | ' | 185 |
Intangible assets | ' | ' | 480 |
Accounts payable | ' | ' | -2,220 |
Deferred revenue | ' | ' | -946 |
Other current liabilities | ' | ' | -58 |
Total identifiable net liabilities at fair value | ' | ' | -701 |
Goodwill | 1,867 | 0 | 1,867 |
Total purchase consideration | ' | ' | $1,166 |
Goodwill_and_Other_Asset_Impai1
Goodwill and Other Asset Impairments - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2012 | Sep. 30, 2012 | Dec. 31, 2012 | |
Goodwill And Other Intangible Assets [Line Items] | ' | ' | ' |
Valuation impairment charge of the Hopland California facility | ' | $2,100,000 | $2,100,000 |
Impairment of Goodwill | ' | 19,700,000 | ' |
Impairment of other intangibles assets | ' | 200,000 | ' |
Goodwill and other asset impairments | $22,000,000 | ' | $22,012,000 |
Property_and_Equipment_Detail
Property and Equipment (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | ||
In Thousands, unless otherwise specified | ||||
Property, Plant and Equipment [Line Items] | ' | ' | ||
Property and equipment | $7,037 | $7,700 | ||
Accumulated depreciation and amortization | -3,953 | -3,709 | ||
Property and equipment, net | 3,084 | 3,991 | ||
Land | ' | ' | ||
Property, Plant and Equipment [Line Items] | ' | ' | ||
Property and equipment | 1,716 | 1,716 | ||
Buildings and Leasehold Improvements | ' | ' | ||
Property, Plant and Equipment [Line Items] | ' | ' | ||
Property and equipment | 136 | [1] | 728 | [1] |
Furniture Fixture And Equipment | ' | ' | ||
Property, Plant and Equipment [Line Items] | ' | ' | ||
Property and equipment | 1,040 | 726 | ||
Website development | ' | ' | ||
Property, Plant and Equipment [Line Items] | ' | ' | ||
Property and equipment | 960 | 859 | ||
Vehicles and Machinery | ' | ' | ||
Property, Plant and Equipment [Line Items] | ' | ' | ||
Property and equipment | $3,185 | $3,671 | ||
[1] | During 2012, the Company impaired $2.1 million of its buildings (see Note 4. Goodwill and Other Asset Impairments). |
Property_and_Equipment_Parenth
Property and Equipment (Parenthetical) (Detail) (USD $) | 9 Months Ended | 12 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2012 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | ' | ' |
Impairment charge | $2.10 | $2.10 |
Revolving_Line_of_Credit_and_T1
Revolving Line of Credit and Term Loan - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||||
Dec. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2013 | Mar. 23, 2014 | Mar. 21, 2014 | Mar. 21, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | |
Term Loan | Subsequent Event | Subsequent Event | Subsequent Event | Silicon Valley Bank | Revolving Credit Streamline Facility | |||
Term Loan | ||||||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility, maximum borrowing capacity | ' | ' | ' | ' | ' | ' | $6,500,000 | ' |
Borrowing Base | ' | ' | ' | ' | ' | ' | 75.00% | ' |
Bear interest rate | 'Greater of the bank's prime rate or 4.00% plus 4.75% | ' | ' | ' | ' | ' | ' | 'Greater of the bank's prime rate or 4.00% plus 2.00% |
Interest rate | 4.00% | ' | ' | ' | ' | ' | ' | 4.00% |
Line of credit facility, expiration | 30-Sep-14 | ' | ' | ' | ' | ' | ' | ' |
Interest rate excluding prime rate | 4.75% | ' | ' | ' | ' | ' | ' | 2.00% |
Line of credit, facility fee | 0.50% | ' | ' | ' | ' | ' | ' | ' |
Reserve credit of subsidiary | 500,000 | ' | ' | ' | ' | ' | ' | ' |
Final payment fee | 40,000 | 60,000 | ' | ' | ' | ' | ' | ' |
Termination fee | 8,400,000 | ' | ' | ' | ' | ' | ' | ' |
Borrowings outstanding under line of credit facility | 0 | ' | ' | ' | 0 | ' | ' | ' |
Loan amount | ' | ' | 2,000,000 | ' | ' | 2,000,000 | ' | ' |
Bank fee paid | ' | ' | ' | $10,000 | ' | ' | ' | ' |
Payable_to_Gaiam_Additional_In
Payable to Gaiam - Additional Information (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transaction [Line Items] | ' |
Revenue recognized | $244,000 |
Gaiam Incorporated | ' |
Related Party Transaction [Line Items] | ' |
Intercorporate Services and the Tax Sharing Agreements related expenses | $672,000 |
Gaiam Incorporated | Common Class A | ' |
Related Party Transaction [Line Items] | ' |
Percentage of ownership in shares issued and outstanding | 10.00% |
Related_Part_Debt_Detail
Related Part Debt (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Related Party Transaction [Line Items] | ' | ' |
Related party debt | $4,150 | $6,850 |
Riverside Renewable Energy Investments | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Related party debt | 4,150 | 4,150 |
Gaiam Incorporated | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Related party debt | ' | $2,700 |
Related_Party_Debt_Additional_
Related Party Debt - Additional Information (Detail) (USD $) | 12 Months Ended | 12 Months Ended | 0 Months Ended | ||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Apr. 23, 2013 | Dec. 31, 2013 | |
Minimum | Riverside Renewable Energy Investments | Riverside Renewable Energy Investments | Gaiam Incorporated | Gaiam Incorporated | Gaiam Incorporated | Gaiam Incorporated | Gaiam Incorporated | Gaiam Incorporated | Gaiam Incorporated | Gaiam Incorporated | |||
Period One | Period Two | Cash Payment Obligations | Loan 30 April, 2013 | Common Class A | Common Class A | ||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related party debt | $4,150,000 | $6,850,000 | ' | $4,150,000 | $4,150,000 | $2,700,000 | $2,700,000 | ' | ' | ' | ' | ' | ' |
Debt, repayment amount | ' | ' | ' | ' | ' | 2,600,000 | ' | 2,600,000 | 1,700,000 | 2,100,000 | ' | ' | ' |
Debt, repayment date | ' | ' | ' | ' | ' | 5-Nov-13 | ' | 5-Nov-13 | 30-Apr-13 | ' | ' | ' | ' |
Interest rate | 4.00% | ' | ' | 10.00% | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' |
Additional Loan obtained | ' | ' | ' | ' | ' | 1,000,000 | 1,000,000 | ' | ' | ' | ' | ' | ' |
Loan Commitment Option Agreement consideration value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' |
Current Lease Rate Per square foot, cancelled due to loan commitment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' |
Issuance of common stock related to debt conversion, shares | 62,111 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 62,111 | ' |
Debt amount converted into shares | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' |
Discount for early repayment | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' |
Value of capital stock required to be sold for creditors to convert loan into securities | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued interest on related party debt | $664,000 | $200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership of common stock related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22.00% |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Commitments and Contingencies Disclosure [Line Items] | ' | ' | ' |
Operating lease monthly base payments | $1,300,000 | $900,000 | $500,000 |
Gaiam Incorporated | ' | ' | ' |
Commitments and Contingencies Disclosure [Line Items] | ' | ' | ' |
Operating lease renewal clauses | '5 years | ' | ' |
Operating lease monthly base payments | $21,832 | ' | ' |
Minimum | ' | ' | ' |
Commitments and Contingencies Disclosure [Line Items] | ' | ' | ' |
Operating lease renewal clauses | '3 years | ' | ' |
Maximum | ' | ' | ' |
Commitments and Contingencies Disclosure [Line Items] | ' | ' | ' |
Operating lease renewal clauses | '5 years | ' | ' |
Future_Minimum_Lease_Payments_
Future Minimum Lease Payments (Detail) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Operating Leased Assets [Line Items] | ' |
2014 | $747 |
2015 | 566 |
2016 | 200 |
Total minimum lease payments | $1,513 |
Shareholders_Equity_Additional
Shareholders Equity - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | ||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Nov. 15, 2013 | Jun. 03, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 |
Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | ||
Vote | Riverside Renewable Energy Investments | First Issuance | Second Issuance | |||||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock shares issued for service rendered | ' | 5,900,000 | 3,400,000 | 18,517 | 33,056 | ' | ' | ' |
Issued common stock and received proceeds | $27,333 | $18,400 | $8,400 | ' | ' | ' | ' | ' |
Issued warrants to purchase to purchase common stock | ' | 5,000,000 | 1,700,000 | ' | ' | ' | ' | ' |
Warrants exercise price | ' | 3.41 | 2.6 | 2.5 | ' | ' | ' | ' |
Common stock, expiry date | ' | ' | ' | ' | ' | ' | 15-May-19 | 3-Jun-18 |
Class A common stock, entitled vote | ' | ' | ' | 1 | ' | ' | ' | ' |
Ownership percentage of Class A common stock | ' | ' | ' | ' | ' | 22.00% | ' | ' |
Shares_of_Class_A_Common_Stock
Shares of Class A Common Stock for Future Issuance (Detail) | Dec. 31, 2013 | Dec. 31, 2012 |
Schedule Of Stockholders Equity [Line Items] | ' | ' |
Stock options under the our incentive plans | 2,295,210 | 1,825,320 |
Warrants outstanding | 6,670,103 | ' |
Total shares reserved for future issuance | 8,965,313 | ' |
Stock Options | ' | ' |
Schedule Of Stockholders Equity [Line Items] | ' | ' |
Stock options under the our incentive plans | 1,995,210 | ' |
Equity Compensation Plans Not Approved by Security Holders | ' | ' |
Schedule Of Stockholders Equity [Line Items] | ' | ' |
Total shares reserved for future issuance | 300,000 | ' |
Fair_Value_of_Assets_and_Liabi
Fair Value of Assets and Liabilities Measured on Recurring Basis (Detail) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Common stock warrant liability | $15,071 |
Level 3 | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Common stock warrant liability | $15,071 |
Share_Based_Compensation_Addit
Share Based Compensation - Additional Information (Detail) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jan. 14, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | |
Common Class A | Share Based Compensation Cost | Share Based Compensation Cost | Share Based Compensation Cost | Maximum | Long Term Incentive Plan Twenty Zero Eight | Long Term Incentive Plan Twenty Zero Eight | ||||
Subsequent Event | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-shareholder approved options granted | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Share based compensation, number of shares authorized to be granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 |
Incentive Plan, term | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' |
Share based compensation, options granted typical expiration period | ' | '7 years | ' | ' | ' | ' | ' | ' | ' | ' |
Share based compensation, number of shares authorized to be granted as percentage of outstanding Class A common shares | ' | ' | ' | 15.00% | ' | ' | ' | 10.00% | ' | ' |
Estimated forfeiture rate | 40.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share based compensation, weighted-average grant-date fair value of options granted | $1.13 | $0.76 | $1.67 | ' | ' | ' | ' | ' | ' | ' |
Share based compensation, total fair value of shares vested | $305,000 | $432,000 | $448,000 | ' | ' | ' | ' | ' | ' | ' |
Share based compensation | 509,000 | 325,000 | 524,000 | ' | 509,000 | 400,000 | 516,000 | ' | ' | ' |
Share based compensation, income tax benefit | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' |
Share based compensation, unrecognized cost related to nonvested | $787,230 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share based compensation, unrecognized cost related to nonvested, recognition period | '3 years 3 months 18 days | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of options available for grant | ' | ' | ' | 6,704,231 | ' | ' | ' | ' | ' | ' |
Variables_Used_in_BlackScholes
Variables Used in Black-Scholes Option Pricing Model to Determine Estimated Grant Date Fair Value for Options Granted (Detail) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Expected volatility | 83.00% | 76.00% | 74.00% |
Expected volatility | 104.00% | 87.00% | 88.00% |
Weighted-average volatility | 93.00% | 80.00% | 81.00% |
Expected dividends | ' | ' | ' |
Risk-free rate | 0.68% | 0.57% | 1.17% |
Risk-free rate | 2.45% | 1.26% | 2.24% |
Minimum | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Expected term (in years) | '3 years 9 months 18 days | '5 years | '5 years |
Maximum | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Expected term (in years) | '6 years 7 months 6 days | '6 years 7 months 6 days | '6 years 8 months 12 days |
Summary_of_Our_Options_Activit
Summary of Our Options Activity (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Shares | ' |
Beginning Balance | 1,825,320 |
Granted | 928,000 |
Exercised | -117,030 |
Forfeited or expired | -341,080 |
Ending Balance | 2,295,210 |
Number of Shares Exercisable, Ending Balance | 609,090 |
Weighted Average Exercise Price | ' |
Beginning Balance | $1.88 |
Granted | $1.57 |
Exercised | $1 |
Forfeited or expired | $1.08 |
Ending Balance | $1.51 |
Weighted Average Exercise Price Exercisable, Ending Balance | $2 |
Weighted Average Remaining Contractual Term (Yrs) | ' |
Outstanding as of end of year | '5 years |
Exercisable as of end of year | '2 years 7 months 6 days |
Aggregate Intrinsic Value | ' |
Outstanding at December 31, 2013 | $3,468,464 |
Exercisable at December 31, 2013 | $621,573 |
Income_Tax_Expense_Benefit_Det
Income Tax Expense Benefit (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Current: | ' | ' | ' |
Federal | ' | ' | ' |
State | 58 | 61 | 16 |
Total Current | 58 | 61 | 16 |
Deferred: | ' | ' | ' |
Federal | ' | 7,361 | -494 |
State | ' | 1,298 | -82 |
Total Deferred | ' | 8,659 | -576 |
Income tax expense (benefit) | $58 | $8,720 | ($560) |
Variations_From_Federal_Statut
Variations From Federal Statutory Rate (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Reconciliation Of Income Taxes [Line Items] | ' | ' | ' |
Expected federal income tax expense (benefit) at statutory rate of 34% | ($3,882) | ($13,086) | ($836) |
Effect of permanent goodwill impairment | ' | 7,898 | ' |
Effect of permanent acquisition-related differences | ' | ' | 461 |
Effect of permanent other differences | 136 | 94 | 30 |
Effect of carryforward state net operating losses | ' | ' | -72 |
Effect of valuation allowance | 4,559 | 16,074 | ' |
Other | -48 | 49 | -3 |
State income tax expense (benefit), net of federal benefit | -707 | -2,309 | -140 |
Income tax expense (benefit) | $58 | $8,720 | ($560) |
Variations_From_Federal_Statut1
Variations From Federal Statutory Rate (Parenthetical) (Detail) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Reconciliation Of Income Taxes [Line Items] | ' | ' | ' |
Expected federal income tax expense (benefit), statutory rate | 34.00% | 34.00% | 34.00% |
Components_of_Net_Tax_Effects_
Components of Net Tax Effects of Temporary Differences Between Carrying Amounts of Assets and Liabilities (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 |
In Thousands, unless otherwise specified | |||
Deferred tax assets (liabilities): | ' | ' | ' |
Provision for doubtful accounts | $230 | $437 | ' |
Inventory-related expense | 274 | 469 | ' |
Accrued liabilities | 1,385 | 1,281 | ' |
Net operating loss carryforward | ' | ' | ' |
Other | ' | ' | ' |
Total current deferred tax assets | 1,889 | 2,187 | ' |
Depreciation and amortization | 775 | 613 | ' |
Net operating loss carryforward | 20,337 | 13,243 | ' |
Other | -5 | 31 | ' |
Total non-current deferred tax assets | 21,107 | 13,887 | ' |
Valuation allowance | -22,996 | -16,074 | -14,500 |
Total net deferred tax assets | ' | ' | ' |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Taxes [Line Items] | ' | ' | ' | ' |
Deferred tax assets valuation allowances | $1.60 | $6.90 | ' | ' |
Income Tax rate | ' | 34.00% | 34.00% | 34.00% |
Maximum | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' |
Tax sharing agreement,operating loss carryforwards, aggregate future payments | ' | 1.6 | ' | ' |
Income Tax rate | ' | 35.00% | ' | ' |
State and Local Jurisdiction | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' |
Net operating loss carryforwards | ' | 4.6 | ' | ' |
Operating loss carryforwards, if unused, expiration year | ' | '2019 | ' | ' |
Internal Revenue Service (IRS) | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' |
Net operating loss carryforwards | ' | $15.70 | ' | ' |
Operating loss carryforwards, if unused, expiration year | ' | '2020 | ' | ' |
Summary_of_Quarterly_Results_o
Summary of Quarterly Results of Operations (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||||
Quarterly Financial Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Net revenue | $29,900 | [1] | $33,983 | [2] | $20,666 | $16,793 | $26,830 | [3] | $26,358 | [4] | $21,447 | $18,256 | $101,342 | $92,891 | $109,257 |
Gross profit | 5,689 | [1] | 7,261 | [2] | 4,768 | 4,592 | 5,549 | [3] | 5,737 | [4] | 5,319 | 6,427 | 22,310 | 23,032 | 27,860 |
Income (loss) before income taxes | -2,447 | [1] | -2,086 | [2] | -2,908 | -3,793 | -3,815 | [3] | -27,549 | [4] | -4,070 | -3,052 | -11,242 | -38,486 | -2,460 |
Net income (loss) | ($2,505) | [1] | ($2,094) | [2] | ($2,908) | ($3,793) | ($3,815) | [3] | ($39,017) | [4] | ($2,518) | ($1,856) | ($11,300) | ($47,206) | ($1,900) |
Diluted net income (loss) per share | ($0.08) | [1] | ($0.07) | [2] | ($0.11) | ($0.14) | ($0.14) | [3] | ($1.46) | [4] | ($0.09) | ($0.07) | ($0.38) | ($1.77) | ($0.08) |
Weighted average shares outstanding-diluted | 33,077 | [1] | 30,044 | [2] | 27,804 | 26,696 | 26,694 | [3] | 26,677 | [4] | 26,669 | 26,661 | 29,486 | 26,673 | 23,572 |
[1] | The quarter ended December 31, 2013 includes one-time cash charges of $1.5 million for the integration of Syndicated, acquisition of Mercury and other acquisition related expenses. | ||||||||||||||
[2] | The quarter ended September 30, 2013 includes one-time cash charges of $555,000 for the integration of Syndicated and other acquisition related expenses. | ||||||||||||||
[3] | The quarter ended December 31, 2012 includes a noncash charge of $1.6 million for an additional valuation allowance for our net deferred tax assets generated during that quarter. | ||||||||||||||
[4] | The quarter ended September 30, 2012 includes a noncash charge of $22.0 million for the impairment of goodwill and other assets and a noncash charge of $14.5 million for the establishment of a valuation allowance for all of our net deferred tax assets. |
Summary_of_Quarterly_Results_o1
Summary of Quarterly Results of Operations (Parenthetical) (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
Quarterly Financial Information [Line Items] | ' | ' | ' | ' | ' | ' |
Integration of Syndicated and other acquisition related expenses | $1,500,000 | $555,000 | ' | ' | ' | ' |
Goodwill and other asset impairments | ' | ' | ' | 22,000,000 | ' | 22,012,000 |
Deferred tax assets valuation allowances | 22,996,000 | ' | 16,074,000 | 14,500,000 | 22,996,000 | 16,074,000 |
Deferred tax assets additional valuation allowances | ' | ' | $1,600,000 | ' | $6,900,000 | ' |