Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 9-May-14 | |
Document Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Trading Symbol | 'RGSE | ' |
Entity Registrant Name | 'Real Goods Solar, Inc. | ' |
Entity Central Index Key | '0001425565 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 44,966,549 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash | $11,111 | $12,449 |
Accounts receivable, net | 15,441 | 11,926 |
Costs in excess of billings on uncompleted contracts | 6,001 | 4,556 |
Inventory, net | 6,740 | 6,715 |
Deferred costs on uncompleted contracts | 2,072 | 1,421 |
Other current assets | 1,528 | 1,270 |
Total current assets | 42,893 | 38,337 |
Property and equipment, net | 3,541 | 3,084 |
Intangibles | 22,496 | 480 |
Goodwill | 1,867 | ' |
Other assets | 1,455 | ' |
Total assets | 72,252 | 43,768 |
Current liabilities: | ' | ' |
Accounts payable | 16,516 | 14,059 |
Accrued liabilities | 5,212 | 3,611 |
Billings in excess of costs on uncompleted contracts | 1,730 | 395 |
Term loan | 2,000 | 2,000 |
Related party debt | 4,150 | 4,150 |
Deferred revenue and other current liabilities | 886 | 787 |
Total current liabilities | 30,494 | 25,002 |
Accrued liabilities | 989 | 445 |
Common stock warrant liability | 19,117 | 15,072 |
Total liabilities | 50,600 | 40,519 |
Commitments and contingencies | ' | ' |
Shareholders' equity: | ' | ' |
Additional paid-in capital | 126,038 | 92,808 |
Accumulated deficit | -104,391 | -89,563 |
Total shareholders' equity | 21,652 | 3,249 |
Total liabilities and shareholders' equity | 72,252 | 43,768 |
Common Class A | ' | ' |
Shareholders' equity: | ' | ' |
Class A common stock, $.0001 par value, 150,000,000 shares authorized, 44,946,489 and 36,415,839 shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively | $5 | $4 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (Common Class A, USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
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 | 44,946,489 | 36,415,839 |
Common stock, shares outstanding | 44,946,489 | 36,415,839 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Net revenue | $22,143 | $16,793 |
Cost of goods sold | 18,852 | 12,201 |
Gross profit | 3,291 | 4,592 |
Expenses: | ' | ' |
Selling and operating | 8,168 | 6,229 |
General and administrative | 2,756 | 1,728 |
Acquisition costs | 2,301 | ' |
Total expenses | 13,225 | 7,957 |
Loss from operations | -9,934 | -3,365 |
Interest and other expense | -221 | -428 |
Change from valuation of warrants | -4,667 | ' |
Loss before income taxes | -14,822 | -3,793 |
Income tax expense (benefit) | 6 | ' |
Net loss | ($14,828) | ($3,793) |
Net loss per share: | ' | ' |
Basic | ($0.34) | ($0.14) |
Diluted | ($0.34) | ($0.14) |
Weighted-average shares outstanding: | ' | ' |
Basic | 43,600 | 26,696 |
Diluted | 43,600 | 26,696 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Operating activities | ' | ' |
Net loss | ($14,828) | ($3,793) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation | 310 | 234 |
Amortization | 480 | 144 |
Share-based compensation | 203 | 113 |
Deferred interest on related party debt | ' | 391 |
Change in fair value of common stock warrant liability | 4,667 | ' |
Changes in operating assets and liabilities, net of effects from acquisitions: | ' | ' |
Accounts receivable, net | -1,172 | 2,949 |
Costs in excess of billings on uncompleted contracts | 1,011 | 3,572 |
Inventory, net | -25 | -385 |
Other current assets | -1,145 | 302 |
Accounts payable | -582 | -6,927 |
Accrued liabilities | ' | -2,119 |
Billings in excess of costs on uncompleted contracts | 1,336 | -138 |
Deferred revenue and other current liabilities | -1,287 | 223 |
Net cash used in operating activities | 11,048 | -5,434 |
Investing activities | ' | ' |
Cash from acquired business | 9,647 | ' |
Purchase of property and equipment | -370 | -27 |
Net cash provided by (used in) investing activities | 9,277 | -27 |
Financing activities | ' | ' |
Principal payments on revolving line of credit, net | ' | -1,346 |
Principal payments on debt and capital lease obligations, net | ' | -61 |
Exercise of stock options | 15 | ' |
Exercise of warrants | 418 | ' |
Net cash provided by (used in) financing activities | 433 | -1,407 |
Net change in cash | -1,338 | -6,868 |
Cash at beginning of period | 12,449 | 10,390 |
Cash at end of period | 11,111 | 3,522 |
Supplemental cash flow information | ' | ' |
Income taxes paid | 6 | 8 |
Interest paid | 150 | 100 |
Non-cash items | ' | ' |
Issuance of Class A common stock in conjunction with acquisition of subsidiary, 8,348,145 shares | 31,973 | ' |
Change in common stock warrant liability in conjunction with exercise of 167,262 warrants | 622 | ' |
Debt Extension | ' | ' |
Non-cash items | ' | ' |
Issuance of warrants | ' | $278 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (Parenthetical) | 3 Months Ended |
Mar. 31, 2014 | |
Class A common stock issued in conjunction with acquisition of subsidiary | 8,348,145 |
Exercise of warrants, shares | 167,262 |
Debt Extension | ' |
Number of shares called by warrants | 212,535 |
Organization_Nature_of_Operati
Organization, Nature of Operations, and Principles of Consolidation | 3 Months Ended |
Mar. 31, 2014 | |
Organization, Nature of Operations, and Principles of Consolidation | ' |
1. Organization, Nature of Operations, and Principles of Consolidation | |
Real Goods Solar, Inc. (the “Company” or “RGS”) is a leading residential and commercial solar energy engineering, procurement, and construction firm. The Company 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 RGS and its wholly-owned subsidiaries. The Company has prepared the accompanying unaudited interim condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States, or GAAP. Intercompany transactions and balances have been eliminated. The Company has included the results of operations of acquired companies from the effective date of acquisition. | |
Certain prior period amounts have been reclassified to conform to the current period presentation. | |
Liquidity and Financial Resources Update | |
The Company has experienced recurring losses in recent years, including $11.3 million for the fiscal year ended December 31, 2013 and a loss of $14.8 million for the three months ended March 31, 2014. | |
The Company believes organic growth, including traditional seasonal increases in revenue, as well as revenue associated with the acquisition of Mercury Energy, Inc., combined with reductions in operating expenses will reduce future losses. The Company increased its financial resources during the three months ended March 31, 2014. At March 31, 2014, the Company had cash of $11.1 million, and unused borrowing capacity of $4.6 million and no outstanding borrowings under the revolving credit facility with Silicon Valley Bank. | |
The Company believes it has sufficient resources to operate through March 31, 2015. However, there can be no assurance that the Company will be able to continue to maintain sufficient receivables and maintain borrowing availability under the revolving line of credit, continue to reduce its losses, have sufficient resources to continue to invest in its selling and marketing efforts or to otherwise expand its business. |
Significant_Accounting_Policie
Significant Accounting Policies | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Significant Accounting Policies | ' | ||||||||||||||||
2. Significant Accounting Policies | |||||||||||||||||
The Company made no changes to its significant accounting policies during the three months ended March 31, 2014. | |||||||||||||||||
Use of Estimates and Reclassifications | |||||||||||||||||
The preparation of the condensed consolidated financial statements in accordance with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ materially from those 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 for the warrant holder to request redemption, at the intrinsic value of the warrant, upon a change of control. The Company classifies 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. The Company used 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. The Company used the following assumptions for its common stock warrants. | |||||||||||||||||
Issuance Date | |||||||||||||||||
June 3, 2013 | November 15, 2013 | ||||||||||||||||
At Issuance (a) | March 31, 2014 (a) | At Issuance | March 31, 2014 | ||||||||||||||
Exercise price | $ | 2.75 | $ | 2.5 | $ | 3.41 | $ | 3.41 | |||||||||
Class A common stock closing market price | $ | 2.94 | $ | 4.07 | $ | 3.21 | $ | 4.07 | |||||||||
Risk-free rate (b) | 1.03 | % | 1.41 | % | 1.54 | % | 1.41 | % | |||||||||
Market price volatility | 102.37 | % | 102.37 | % | 102.37 | % | 102.37 | % | |||||||||
Expected average term of warrants (years) | 5 | 4.25 | 5.5 | 5.25 | |||||||||||||
Expected dividend yield | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||
Probability of change in control | 15 | % | 15 | % | 15 | % | 15 | % | |||||||||
(a) | The warrants issued on June 3, 2013 had an original exercise price of $2.75. The warrants contain an anti-dilution provision that requires the Company to adjust the number of warrants issued and the exercise price in the event a subsequent funding transaction results in dilution of the shares. In conjunction with the November 15, 2013 warrant issuance, the exercise price of the warrants was adjusted to $2.50 and the number of warrants issued increased by 172,111 as a result of the anti-dilution provision. | ||||||||||||||||
(b) | The risk-free rate is based on the Daily Treasury Yield Curve Rates, as calculated by the U.S. Department of the Treasury, for borrowings of the same term. | ||||||||||||||||
During the three months ended March 31, 2014, the Company recorded net non-cash changes of approximately $4.7 million to reflect changes in the fair values of outstanding warrants. In the event warrants are exercised or expire without being exercised, the fair value is reduced by the number of warrants exercised or expired multiplied by the fair value of each warrant at the time of exercise, with a credit to additional paid-in capital. The table below summarizes the warrant activity for the three months ended March 31, 2014: | |||||||||||||||||
(In thousands, except warrant data) | Original Warrant Issue Date | ||||||||||||||||
June 3, 2013 | November 15, 2013 | Total | |||||||||||||||
Value of warrants, December 31, 2013 | $ | 3,717 | $ | 11,355 | $ | 15,072 | |||||||||||
Changes in fair value, net | 1,428 | 3,239 | 4,667 | ||||||||||||||
Value of warrants exercised and reclassified to equity | (622 | ) | — | (622 | ) | ||||||||||||
Value of warrants, March 31, 2014 | $ | 4,523 | $ | 14,594 | 19,117 | ||||||||||||
Warrants outstanding, December 31, 2013 | 1,655,103 | 5,015,000 | 6,670,103 | ||||||||||||||
Exercises | (167,262 | ) | — | (167,262 | ) | ||||||||||||
Warrants outstanding, March 31, 2014 | 1,487,841 | 5,015,000 | 6,502,841 | ||||||||||||||
The warrants also give the holder the right to require the Company to redeem the warrant for the then fair value of the warrant in the event of a change in control (the “Put Option Component”). The Company is required to value the Put Option Component of the fair value. The Company used 10,000 simulations in the Monte Carlo pricing model to value the warrants and the Put Option Component. 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 income or expense. | |||||||||||||||||
The Company’s Class A common stock closing price as of May 9, 2014, was $2.80. If the closing price of the Company’s Class A common stock on June 30, 2014, were $2.80, and all other inputs into the Monte Carlo model remain the same at March 31, 2014, the fair value of the warrant liability at June 30, 2014, would be $10.9 million, as compared to $20.6 million at March 31, 2014, resulting in the Company recording non-cash credits of approximately $9.7 million to reflect changes in the fair value of outstanding warrants for the three month period ended June 30, 2014. |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
3. 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 at the measurement date. 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 March 31, 2014 (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 | $ | 19,117 | $ | — | $ | — | $ | 19,117 | |||||||||
The following tables show reconciliations of the beginning and ending balances for liabilities measured at fair value on a recurring basis using significant unobservable inputs (i.e. Level 3) for the three months ended March 31, 2014: | |||||||||||||||||
Common Stock Warrant Liability | Fair Value | ||||||||||||||||
Measurements | |||||||||||||||||
Using Significant | |||||||||||||||||
Unobservable | |||||||||||||||||
Inputs | |||||||||||||||||
Beginning of period | $ | 15,072 | |||||||||||||||
Issuance of common stock warrants | — | ||||||||||||||||
Exercise of common stock warrants | (622 | ) | |||||||||||||||
Change in the fair value of common stock warrant liability | 4,667 | ||||||||||||||||
Fair value of common stock warrant liability at March 31, 2014 | 19,117 | ||||||||||||||||
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. |
Revolving_Line_of_Credit_and_T
Revolving Line of Credit and Term Loan | 3 Months Ended |
Mar. 31, 2014 | |
Revolving Line of Credit and Term Loan | ' |
4. Revolving Line of Credit and Term Loan | |
Under a loan agreement, as amended (“SVB Loan”), with Silicon Valley Bank, the Company has a revolving line of credit that provides for advances not to exceed $6.5 million based upon a borrowing base availability of 75% of eligible accounts receivable. At March 31, 2014, the Company’s borrowing base availability was $4.6 million. Borrowings bear interest at the greater of (a) the greater of the bank’s prime rate and 4.00%, plus 4.00%, and (b) 8.00%. The interest rate accruing on borrowings during a Streamline Period (as defined in the SVB Loan) is the greater of (i) the greater of the bank’s prime rate and 4.00%, plus 2.00%, and (ii) 6.00%. 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 29, 2014 on September 26, 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 Joinder and Fourth Loan Modification Agreement 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. As of March 31, 2014, the Company had no outstanding borrowings under the revolving line of credit. | |
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 SVB Loan (the “Term Loan”) in addition to the $6.5 million revolving line of credit. Borrowings under the Term Loan bear interest at (a) the greater of the bank’s prime rate or 4.00%, plus (b) 2.00%. 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 required to be used to repay in full the outstanding indebtedness owed to Gaiam. As of March 31, 2014, $2.0 million was outstanding under the Term Loan. | |
Borrowings under the SVB Loan are collateralized by a security interest in substantially all of the Company’s assets other than its interests in Alteris Project Financing Company LLC. | |
On March 25, 2014, the Company’s 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) the Company’s failure to comply with the minimum EBITDA financial covenant contained in Section 6.9(b) of the SVB Loan, 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 SVB Loan 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. | |
Subsequent Event | |
On May 12, 2014, the Company signed a non-binding term sheet with SVB for an extension of the Loan and Security Agreement through January 15, 2015. The terms of the agreement are substantially unchanged under the term sheet. The term sheet would require the Company to issue a warrant to SVB to purchase shares of the Company’s Class A common stock equivalent to 3% of the credit line commitment amount. |
Related_Party_Debt
Related Party Debt | 3 Months Ended |
Mar. 31, 2014 | |
Related Party Debt | ' |
5. Related Party Debt | |
The Company’s outstanding related party debt at March 31, 2014 consisted of $4.2 million payable to Riverside; $1.0 million due April 26, 2014, $3.0 million due September 3, 2014 and $150,000 due October 29, 2014. The loans bear interest at 10% and are subordinated to the Company’s SVB Loan. | |
Accrued interest on the Company’s related party debt was $0.7 million at March 31, 2014 and is reported in accrued liabilities on our condensed consolidated balance sheet. | |
Riverside holds approximately 17.4% of the Company’s outstanding Class A common stock as of March 31, 2014. Pursuant to the terms of a Shareholders Agreement, Riverside has the right to designate a certain number of individuals for appointment or nomination to our Board of Directors, tied to its ownership of our Class A common stock. | |
Subsequent Event | |
On April 30, 2014, the Company repaid the $1.0 million note to Riverside, plus accrued interest in the amount of $139,000. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Commitments and Contingencies | ' | ||||
6. Commitments and Contingencies | |||||
The Company leases offices and warehouse space through non-cancelable operating leases. One such office space is sublet to a third party. Some of these leases contain escalation clauses, based on increases in property taxes and building operating costs, and renewal options ranging from one month to five years. | |||||
The following schedule represents the annual future minimum payments of all leases: | |||||
(in thousands) | Years Ending | ||||
December 31, | |||||
2014 | $ | 645 | |||
2015 | 543 | ||||
2016 | 265 | ||||
$ | 1,453 | ||||
The company incurred rent expense of $271,000 and $216,000 during the three months ended March 31, 2014 and 2013 respectively. |
Shareholders_Equity
Shareholders' Equity | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Shareholders' Equity | ' | ||||
7. Shareholders’ Equity | |||||
During the three-month period ended March 31, 2014, the Company did not issue any shares of Class A common stock in lieu of cash compensation, to its independent directors for services rendered. The Company issued 185,000 shares of its Class A common stock to employees upon the exercise of stock options during the three-month period ended March 31, 2014 | |||||
During the three months ended March 31, 2014, the Company issued 167,262 shares of its Class A common stock pursuant the exercise of warrants and received $418,000 in proceeds. | |||||
At March 31, 2014, the Company had the following shares of Class A common stock reserved for future issuance: | |||||
Stock options outstanding under incentive plans | 3,237,290 | ||||
Stock options outstanding under plans not approved by security holders | 300,000 | ||||
Warrants outstanding | 6,502,841 | ||||
Total shares reserved for future issuance | 10,040,131 | ||||
ShareBased_Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2014 | |
Share-Based Compensation | ' |
8. Share-Based Compensation | |
During the three-month period ended March 31, 2014, the Company granted 1,329,500 new stock options and cancelled 75,420 stock options under its 2008 Long-Term Incentive Plan. The new stock options vest at 2% per month for the 50 months beginning with the first day of the eleventh month after date of grant. | |
Total share-based compensation expense recognized was $203,000 and $113,000 for the three months ended March 31, 2014 and 2013, respectively, and is reported in general and administrative expenses on our condensed consolidated statements of operations. |
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2014 | |
Income Taxes | ' |
9. Income Taxes | |
The Company performed assessments of the realizability of its net deferred tax assets generated during the three months ended March 31, 2014, considering all available evidence, both positive and negative. As a result of these assessments, the Company concluded that it was more likely than not that none of its net deferred tax assets would be recoverable through the reversal of temporary differences and near term normal business results. During the three months ended March 31, 2014, the Company increased its valuation allowance by $3.7 million and recognized no tax benefit for losses incurred during the period. |
Net_Loss_Per_Share
Net Loss Per Share | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Net Loss Per Share | ' | ||||||||
10. Net Loss Per Share | |||||||||
Basic net loss per share excludes any dilutive effects of options or warrants. The Company computes basic net loss per share using the weighted average number of shares of Class A common stock outstanding during the period. The Company computes diluted net loss per share using the weighted average number of shares of Class A common stock and common stock equivalents outstanding during the period. The Company excluded common stock equivalents of 5.7 million and 2.2 million for the three months ended March 31, 2014 and 2013, respectively, from the computation of diluted net loss per share because their effect was antidilutive. The following table sets forth the computation of basic and diluted net loss per share: | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
(in thousands, except per share data) | 2014 | 2013 | |||||||
Numerator for basic and diluted net loss per share | $ | (14,828 | ) | $ | (3,793 | ) | |||
Denominator: | |||||||||
Weighted average shares for basic net loss per share | 43,600 | 26,696 | |||||||
Effect of dilutive securities: | |||||||||
Weighted average of stock options, restricted stock awards, and warrants | — | — | |||||||
Denominators for diluted net loss per share | 43,600 | 26,696 | |||||||
Net loss per share – basic | $ | (0.34 | ) | $ | (0.14 | ) | |||
Net loss per share – diluted | $ | (0.34 | ) | $ | (0.14 | ) | |||
Business_Combinations
Business Combinations | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Business Combinations | ' | ||||||||
11. Business Combinations | |||||||||
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. We acquired net assets, at fair value, totaling negative $1.2 million and purchased intangible assets of $2.3 million which consisted of $480,000 in backlog and $1.8 million of goodwill. 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. | |||||||||
Mercury Energy, Inc. | |||||||||
On January 14, 2014, the Company acquired 100% of the voting equity interests of Mercury Energy, Inc. (“Mercury”) through a merger. 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 price of $3.83 per share on January 13, 2014. The consideration excludes $1.3 million of expenses that are reported as acquisition-related costs in the consolidated statement of operations for the year ended December 31, 2013. | |||||||||
The Company has consolidated the financial results of Mercury as of January 1, 2014. | |||||||||
The table below summarizes the determination of fair value of the purchase consideration in the acquired business as of the acquisition date: | |||||||||
Shares issued | 8,348,145 | ||||||||
Market price per share | $ | 3.83 | |||||||
Total purchase consideration | $ | 31,973,395 | |||||||
The amounts in the table below represent the preliminary allocation of the purchase price and are subject to revision during the remainder of the measurement period, a period not to exceed 12 months from the acquisition date. Adjustments to the preliminary values during the measurement period will be recorded as of the date of acquisition. Comparative information for the periods after acquisition but before the period in which the adjustments are identified will be adjusted to reflect the effects of the adjustments as if they were taken into account as of the acquisition date. Changes to amounts recorded as assets and liabilities may result in a corresponding adjustment to goodwill. The Company is in the process of obtaining a third-party valuation of the assets acquired and liabilities assumed. The Company believes the identifiable intangibles include non-compete agreements, production backlog, customer relationships and goodwill; the value of the identifiable intangibles and allocation of the purchase consideration will be established through the third-party review. Because the valuation of the associated intangibles has not been completed, no amortization was recorded related to the intangibles for the three months ended March 31, 2014. | |||||||||
In thousands | Amount | ||||||||
Assets: | |||||||||
Cash | $ | 9,647 | |||||||
Accounts receivable, net | 2,343 | ||||||||
Construction in progress | 2,456 | ||||||||
Other current assets | 658 | ||||||||
Current assets | 15,104 | ||||||||
Fixed assets | 397 | ||||||||
Other assets | 571 | ||||||||
Total assets acquired | $ | 16,072 | |||||||
Liabilities: | |||||||||
Accounts payable | $ | 3,039 | |||||||
Accrued liabilities | 1,791 | ||||||||
Deferred revenue | 929 | ||||||||
Total current liabilities | 5,759 | ||||||||
Deferred revenue | 352 | ||||||||
Other long-term liabilities | 458 | ||||||||
Total liabilities assumed | 6,569 | ||||||||
Total identifiable net assets at fair value | $ | 9,503 | |||||||
Intangibles | 22,470 | ||||||||
Total purchase consideration | $ | 31,973 | |||||||
The following is supplemental unaudited interim pro forma information for the Mercury acquisition as if RGS had issued 8.3 million shares of its Class A common stock to acquire this business on January 1, 2013. Pro forma net losses for the three months ended March 31, 2013, were increased by $203,000 to include share-based compensation expense related to stock options granted to employees of Mercury. Pro forma net losses for the three months ended March 31, 2014, were decreased by $1.3 million to exclude nonrecurring acquisition related costs. All pro forma adjustments are based on currently available information and upon assumptions that we believe are reasonable in order to reflect, on a supplemental pro forma basis, the impact of this acquisition on our historical financial information. | |||||||||
Supplemental Pro Forma (Unaudited) | |||||||||
(in thousands, except per share data) | Three Months | ||||||||
Ended March 31, | |||||||||
2013 | 2014 | ||||||||
Net revenue | $ | 21,543 | $ | 22,143 | |||||
Net loss | $ | (4,481 | ) | $ | (13,564 | ) | |||
Net loss per share – basic and diluted | $ | (0.13 | ) | $ | (0.31 | ) | |||
Subsequent Event | |||||||||
On May 14, 2014, the Company completed the acquisition of 100% of the issued and outstanding equity interests of Elemental Energy LLC, a Hawaii limited liability company doing business as Sunetric (“Sunetric”), pursuant to the terms of a Membership Interest Purchase Agreement entered into on March 26, 2014 and amended on May 14, 2014. The purchase price consisted of approximately 4.5 million unregistered shares of the Company’s Class A common stock and up to $3.0 million in potential earn-out payments to be paid in unregistered shares of the Company’s Class A common stock. For illustrative purposes, based on the volume-weighted average price of its Class A common stock for the 20 trading days ended May 12, 2014, which was $3.01, the Company estimates the value of the consideration of the transaction to be $13.6 million, excluding earn-out payments, less the amount required to pay off all outstanding indebtedness of Sunetric and all Sunetric transaction costs. | |||||||||
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 for Sunetric as the Company is in the process of compiling the necessary information. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Use of Estimates and Reclassifications | ' | ||||||||||||||||
Use of Estimates and Reclassifications | |||||||||||||||||
The preparation of the condensed consolidated financial statements in accordance with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ materially from those 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 for the warrant holder to request redemption, at the intrinsic value of the warrant, upon a change of control. The Company classifies 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. The Company used 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. The Company used the following assumptions for its common stock warrants. | |||||||||||||||||
Issuance Date | |||||||||||||||||
June 3, 2013 | November 15, 2013 | ||||||||||||||||
At Issuance (a) | March 31, 2014 (a) | At Issuance | March 31, 2014 | ||||||||||||||
Exercise price | $ | 2.75 | $ | 2.5 | $ | 3.41 | $ | 3.41 | |||||||||
Class A common stock closing market price | $ | 2.94 | $ | 4.07 | $ | 3.21 | $ | 4.07 | |||||||||
Risk-free rate (b) | 1.03 | % | 1.41 | % | 1.54 | % | 1.41 | % | |||||||||
Market price volatility | 102.37 | % | 102.37 | % | 102.37 | % | 102.37 | % | |||||||||
Expected average term of warrants (years) | 5 | 4.25 | 5.5 | 5.25 | |||||||||||||
Expected dividend yield | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||
Probability of change in control | 15 | % | 15 | % | 15 | % | 15 | % | |||||||||
(a) | The warrants issued on June 3, 2013 had an original exercise price of $2.75. The warrants contain an anti-dilution provision that requires the Company to adjust the number of warrants issued and the exercise price in the event a subsequent funding transaction results in dilution of the shares. In conjunction with the November 15, 2013 warrant issuance, the exercise price of the warrants was adjusted to $2.50 and the number of warrants issued increased by 172,111 as a result of the anti-dilution provision. | ||||||||||||||||
(b) | The risk-free rate is based on the Daily Treasury Yield Curve Rates, as calculated by the U.S. Department of the Treasury, for borrowings of the same term. | ||||||||||||||||
During the three months ended March 31, 2014, the Company recorded net non-cash debits of approximately $4.7 million as interest expense to reflect changes in the fair values of outstanding warrants. In the event warrants are exercised or expire without being exercised, the fair value is reduced by the number of warrants exercised or expired multiplied by the fair value of each warrant at the time of exercise, with a credit to additional paid-in capital. The table below summarizes the warrant activity for the three months ended March 31, 2014: | |||||||||||||||||
(In thousands, except warrant data) | Original Warrant Issue Date | ||||||||||||||||
June 3, 2013 | November 15, 2013 | Total | |||||||||||||||
Value of warrants, December 31, 2013 | $ | 3,717 | $ | 11,355 | $ | 15,072 | |||||||||||
Changes in fair value, net | 1,428 | 3,239 | 4,667 | ||||||||||||||
Value of warrants exercised | (622 | ) | — | (622 | ) | ||||||||||||
Value of warrants, March 31, 2014 | $ | 4,523 | $ | 14,594 | 19,117 | ||||||||||||
Warrants outstanding, December 31, 2013 | 1,655,103 | 5,015,000 | 6,670,103 | ||||||||||||||
Exercises | (167,262 | ) | — | (167,262 | ) | ||||||||||||
Warrants outstanding, March 31, 2014 | 1,487,841 | 5,015,000 | 6,502,841 | ||||||||||||||
The warrants also give the holder the right to require the Company to redeem the warrant for the then fair value of the warrant in the event of a change in control (the “Put Option Component”). The Company is required to value the Put Option Component of the fair value. The Company used 10,000 simulations in the Monte Carlo pricing model to value the warrants and the Put Option Component. 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 income or expense. | |||||||||||||||||
The Company’s Class A common stock closing price as of May 9, 2014, was $2.80. If the closing price of the Company’s Class A common stock on June 30, 2014, were $2.80, and all other inputs into the Monte Carlo model remain the same at March 31, 2014, the fair value of the warrant liability at June 30, 2014, would be $10.9 million, as compared to $20.6 million at March 31, 2014, resulting in the Company recording non-cash credits of approximately $9.7 million as interest income for the three month period ended June 30, 2014. |
Significant_Accounting_Policie2
Significant Accounting Policies (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Assumptions Used for Common Stock Warrants | ' | ||||||||||||||||
The Company used the following assumptions for its common stock warrants. | |||||||||||||||||
Issuance Date | |||||||||||||||||
June 3, 2013 | November 15, 2013 | ||||||||||||||||
At Issuance (a) | March 31, 2014 (a) | At Issuance | March 31, 2014 | ||||||||||||||
Exercise price | $ | 2.75 | $ | 2.5 | $ | 3.41 | $ | 3.41 | |||||||||
Class A common stock closing market price | $ | 2.94 | $ | 4.07 | $ | 3.21 | $ | 4.07 | |||||||||
Risk-free rate (b) | 1.03 | % | 1.41 | % | 1.54 | % | 1.41 | % | |||||||||
Market price volatility | 102.37 | % | 102.37 | % | 102.37 | % | 102.37 | % | |||||||||
Expected average term of warrants (years) | 5 | 4.25 | 5.5 | 5.25 | |||||||||||||
Expected dividend yield | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||
Probability of change in control | 15 | % | 15 | % | 15 | % | 15 | % | |||||||||
(a) | The warrants issued on June 3, 2013 had an original exercise price of $2.75. The warrants contain an anti-dilution provision that requires the Company to adjust the number of warrants issued and the exercise price in the event a subsequent funding transaction results in dilution of the shares. In conjunction with the November 15, 2013 warrant issuance, the exercise price of the warrants was adjusted to $2.50 and the number of warrants issued increased by 172,111 as a result of the anti-dilution provision. | ||||||||||||||||
(b) | The risk-free rate is based on the Daily Treasury Yield Curve Rates, as calculated by the U.S. Department of the Treasury, for borrowings of the same term. | ||||||||||||||||
Summary of Warrant Activity | ' | ||||||||||||||||
The table below summarizes the warrant activity for the three months ended March 31, 2014: | |||||||||||||||||
(In thousands, except warrant data) | Original Warrant Issue Date | ||||||||||||||||
June 3, 2013 | November 15, 2013 | Total | |||||||||||||||
Value of warrants, December 31, 2013 | $ | 3,717 | $ | 11,355 | $ | 15,072 | |||||||||||
Changes in fair value, net | 1,428 | 3,239 | 4,667 | ||||||||||||||
Value of warrants exercised and reclassified to equity | (622 | ) | — | (622 | ) | ||||||||||||
Value of warrants, March 31, 2014 | $ | 4,523 | $ | 14,594 | 19,117 | ||||||||||||
Warrants outstanding, December 31, 2013 | 1,655,103 | 5,015,000 | 6,670,103 | ||||||||||||||
Exercises | (167,262 | ) | — | (167,262 | ) | ||||||||||||
Warrants outstanding, March 31, 2014 | 1,487,841 | 5,015,000 | 6,502,841 | ||||||||||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Basis of Fair Value Measurements | ' | ||||||||||||||||
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 March 31, 2014 (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 | $ | 19,117 | $ | — | $ | — | $ | 19,117 | |||||||||
Reconciliation of Liabilities Measured at Fair Value on Recurring Basis | ' | ||||||||||||||||
The following tables show reconciliations of the beginning and ending balances for liabilities measured at fair value on a recurring basis using significant unobservable inputs (i.e. Level 3) for the three months ended March 31, 2014: | |||||||||||||||||
Common Stock Warrant Liability | Fair Value | ||||||||||||||||
Measurements | |||||||||||||||||
Using Significant | |||||||||||||||||
Unobservable | |||||||||||||||||
Inputs | |||||||||||||||||
Beginning of period | $ | 15,072 | |||||||||||||||
Issuance of common stock warrants | — | ||||||||||||||||
Exercise of common stock warrants | (622 | ) | |||||||||||||||
Change in the fair value of common stock warrant liability | 4,667 | ||||||||||||||||
Fair value of common stock warrant liability at March 31, 2014 | 19,117 | ||||||||||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Future Minimum Lease Payments | ' | ||||
The following schedule represents the annual future minimum payments of all leases: | |||||
(in thousands) | Years Ending | ||||
December 31, | |||||
2014 | $ | 645 | |||
2015 | 543 | ||||
2016 | 265 | ||||
$ | 1,453 | ||||
Shareholders_Equity_Tables
Shareholders' Equity (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Shares of Class A Common Stock for Future Issuance | ' | ||||
At March 31, 2014, the Company had the following shares of Class A common stock reserved for future issuance: | |||||
Stock options outstanding under incentive plans | 3,237,290 | ||||
Stock options outstanding under plans not approved by security holders | 300,000 | ||||
Warrants outstanding | 6,502,841 | ||||
Total shares reserved for future issuance | 10,040,131 | ||||
Net_Loss_Per_Share_Tables
Net Loss Per Share (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Computation of Basic and Diluted Net Loss per Share | ' | ||||||||
The following table sets forth the computation of basic and diluted net loss per share: | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
(in thousands, except per share data) | 2014 | 2013 | |||||||
Numerator for basic and diluted net loss per share | $ | (14,828 | ) | $ | (3,793 | ) | |||
Denominator: | |||||||||
Weighted average shares for basic net loss per share | 43,600 | 26,696 | |||||||
Effect of dilutive securities: | |||||||||
Weighted average of stock options, restricted stock awards, and warrants | — | — | |||||||
Denominators for diluted net loss per share | 43,600 | 26,696 | |||||||
Net loss per share – basic | $ | (0.34 | ) | $ | (0.14 | ) | |||
Net loss per share – diluted | $ | (0.34 | ) | $ | (0.14 | ) | |||
Business_Combinations_Tables
Business Combinations (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
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: | |||||||||
Shares issued | 8,348,145 | ||||||||
Market price per share | $ | 3.83 | |||||||
Total purchase consideration | $ | 31,973,395 | |||||||
Allocation of Purchase Price | ' | ||||||||
The amounts in the table below represent the preliminary allocation of the purchase price and are subject to revision during the remainder of the measurement period, a period not to exceed 12 months from the acquisition date. Adjustments to the preliminary values during the measurement period will be recorded as of the date of acquisition. Comparative information for the periods after acquisition but before the period in which the adjustments are identified will be adjusted to reflect the effects of the adjustments as if they were taken into account as of the acquisition date. Changes to amounts recorded as assets and liabilities may result in a corresponding adjustment to goodwill. The Company is in the process of obtaining a third-party valuation of the assets acquired and liabilities assumed. The Company believes the identifiable intangibles include non-compete agreements, production backlog, customer relationships and goodwill; the value of the identifiable intangibles and allocation of the purchase consideration will be established through the third-party review. Because the valuation of the associated intangibles has not been completed, no amortization was recorded related to the intangibles for the three months ended March 31, 2014. | |||||||||
In thousands | Amount | ||||||||
Assets: | |||||||||
Cash | $ | 9,647 | |||||||
Accounts receivable, net | 2,343 | ||||||||
Construction in progress | 2,456 | ||||||||
Other current assets | 658 | ||||||||
Current assets | 15,104 | ||||||||
Fixed assets | 397 | ||||||||
Other assets | 571 | ||||||||
Total assets acquired | $ | 16,072 | |||||||
Liabilities: | |||||||||
Accounts payable | $ | 3,039 | |||||||
Accrued liabilities | 1,791 | ||||||||
Deferred revenue | 929 | ||||||||
Total current liabilities | 5,759 | ||||||||
Deferred revenue | 352 | ||||||||
Other long-term liabilities | 458 | ||||||||
Total liabilities assumed | 6,569 | ||||||||
Total identifiable net assets at fair value | $ | 9,503 | |||||||
Intangibles | 22,470 | ||||||||
Total purchase consideration | $ | 31,973 | |||||||
Supplemental Pro Forma | ' | ||||||||
The following is supplemental unaudited interim pro forma information for the Mercury acquisition as if RGS had issued 8.3 million shares of its Class A common stock to acquire this business on January 1, 2013. Pro forma net losses for the three months ended March 31, 2013, were increased by $203,000 to include share-based compensation expense related to stock options granted to employees of Mercury. Pro forma net losses for the three months ended March 31, 2014, were decreased by $1.3 million to exclude nonrecurring acquisition related costs. All pro forma adjustments are based on currently available information and upon assumptions that we believe are reasonable in order to reflect, on a supplemental pro forma basis, the impact of this acquisition on our historical financial information. | |||||||||
Supplemental Pro Forma (Unaudited) | |||||||||
(in thousands, except per share data) | Three Months | ||||||||
Ended March 31, | |||||||||
2013 | 2014 | ||||||||
Net revenue | $ | 21,543 | $ | 22,143 | |||||
Net loss | $ | (4,481 | ) | $ | (13,564 | ) | |||
Net loss per share – basic and diluted | $ | (0.13 | ) | $ | (0.31 | ) | |||
Organization_Nature_of_Operati1
Organization Nature of Operations and Principles of Consolidation - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ' | ' | ' | ' |
Net losses | ($14,828,000) | ($3,793,000) | ($11,300,000) | ' |
Cash | 11,111,000 | 3,522,000 | 12,449,000 | 10,390,000 |
Silicon Valley Bank | ' | ' | ' | ' |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ' | ' | ' | ' |
Unused borrowing capacity | 4,600,000 | ' | ' | ' |
Outstanding borrowings under revolving credit facility | $0 | ' | ' | ' |
Assumptions_Used_for_Common_St
Assumptions Used for Common Stock Warrants (Detail) (Warrant, USD $) | Nov. 15, 2013 | Jun. 03, 2013 | Jun. 03, 2013 | Mar. 31, 2014 | Nov. 15, 2013 | Mar. 31, 2014 | ||||
First Issuance | First Issuance | Second Issuance | Second Issuance | |||||||
Class of Warrant or Right [Line Items] | ' | ' | ' | ' | ' | ' | ||||
Exercise price | $2.50 | $2.75 | $2.75 | [1] | $2.50 | [1] | $3.41 | $3.41 | ||
Class A common stock closing market price | ' | ' | $2.94 | [1] | $4.07 | [1] | $3.21 | $4.07 | ||
Risk-free rate | ' | ' | 1.03% | [1],[2] | 1.41% | [1],[2] | 1.54% | [2] | 1.41% | [2] |
Market price volatility | ' | ' | 102.37% | [1] | 102.37% | [1] | 102.37% | 102.37% | ||
Expected average term of warrants (years) | ' | ' | '5 years | [1] | '4 years 3 months | [1] | '5 years 6 months | '5 years 3 months | ||
Expected dividend yield | ' | ' | 0.00% | [1] | 0.00% | [1] | 0.00% | 0.00% | ||
Probability of change in control | ' | ' | 15.00% | [1] | 15.00% | [1] | 15.00% | 15.00% | ||
[1] | The warrants issued on June 3, 2013 had an original exercise price of $2.75. The warrants contain an anti-dilution provision that requires the Company to adjust the number of warrants issued and the exercise price in the event a subsequent funding transaction results in dilution of the shares. In conjunction with the November 15, 2013 warrant issuance, the exercise price of the warrants was adjusted to $2.50 and the number of warrants issued increased by 172,111 as a result of the anti-dilution provision. | |||||||||
[2] | The risk-free rate is based on the Daily Treasury Yield Curve Rates, as calculated by the U.S. Department of the Treasury, for borrowings of the same term. |
Assumptions_Used_for_Common_St1
Assumptions Used for Common Stock Warrants (Parenthetical) (Detail) (Warrant, USD $) | 0 Months Ended | |
Nov. 15, 2013 | Jun. 03, 2013 | |
Warrant | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' |
Exercise price | $2.50 | $2.75 |
Increase in number of warrants issued resulted by anti-dilution provision | 172,111 | ' |
Significant_Accounting_Policie3
Significant Accounting Policies - Additional Information (Detail) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Jun. 30, 2014 | 9-May-14 | |
SimulationPath | Scenario, Forecast | Subsequent Event | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' |
Changes in fair value, net | $4,667,000 | $9,700,000 | ' |
Number of Monte Carlo pricing model simulations used to value the warrants | 10,000 | ' | ' |
Class A common stock closing market price | ' | $2.80 | $2.80 |
Fair value of the warrant liability | $20,600,000 | $10,900,000 | ' |
Summary_of_Warrant_Activity_De
Summary of Warrant Activity (Detail) (USD $) | 3 Months Ended |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 |
Class of Warrant or Right [Line Items] | ' |
Value of warrants,Beginning | $15,072 |
Changes in fair value, net | 4,667 |
Value of warrants exercised and reclassified to equity | -622 |
Value of warrants, Ending | 19,117 |
Warrants outstanding, Beginning | 6,670,103 |
Exercises | -167,262 |
Warrants outstanding, Ending | 6,502,841 |
First Issuance | ' |
Class of Warrant or Right [Line Items] | ' |
Value of warrants,Beginning | 3,717 |
Changes in fair value, net | 1,428 |
Value of warrants exercised and reclassified to equity | -622 |
Value of warrants, Ending | 4,523 |
Warrants outstanding, Beginning | 1,655,103 |
Exercises | -167,262 |
Warrants outstanding, Ending | 1,487,841 |
Second Issuance | ' |
Class of Warrant or Right [Line Items] | ' |
Value of warrants,Beginning | 11,355 |
Changes in fair value, net | 3,239 |
Value of warrants, Ending | $14,594 |
Warrants outstanding, Beginning | 5,015,000 |
Warrants outstanding, Ending | 5,015,000 |
Fair_Value_of_Assets_and_Liabi
Fair Value of Assets and Liabilities Measured on Recurring Basis (Detail) (USD $) | Mar. 31, 2014 | 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 | $19,117 | $15,072 |
Level 3 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Common stock warrant liability | $19,117 | ' |
Reconciliation_of_Liabilities_
Reconciliation of Liabilities Measured at Fair Value on Recurring Basis (Detail) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' |
Change in the fair value of common stock warrant liability | ($4,667) |
Common stock warrants | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' |
Fair value of liability, Beginning Balance | 15,072 |
Issuance of common stock warrants | ' |
Exercise of common stock warrants | -622 |
Change in the fair value of common stock warrant liability | 4,667 |
Fair value of liability, Ending Balance | $19,117 |
Revolving_Line_of_Credit_and_T1
Revolving Line of Credit and Term Loan - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended | 3 Months Ended | |||
Mar. 31, 2014 | Jun. 30, 2013 | Mar. 31, 2014 | 12-May-14 | Mar. 31, 2014 | Mar. 31, 2014 | |
Silicon Valley Bank | Silicon Valley Bank | Silicon Valley Bank | Revolving Credit Streamline Facility | |||
Subsequent Event | Fifth Loan Modification Agreement | |||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' |
Line of credit facility, maximum borrowing capacity | ' | ' | $6,500,000 | ' | ' | ' |
Borrowing Base | ' | ' | 75.00% | ' | ' | ' |
Borrowing base availability | ' | ' | 4,600,000 | ' | ' | ' |
Bear interest rate | 'Greater of (a) the greater of the bank's prime rate and 4.00%, plus 4.00%, and (b) 8.00%. | ' | ' | ' | ' | 'The greater of the bank's prime rate and 4.00%, plus 2.00%, and (ii) 6.00%. |
Interest rate | 4.00% | ' | ' | ' | 4.00% | 4.00% |
Line of credit facility, expiration | 29-Sep-14 | ' | ' | ' | ' | ' |
Interest rate excluding prime rate | 4.00% | ' | ' | ' | 2.00% | 2.00% |
Interest rate during period | 800.00% | ' | ' | ' | ' | 600.00% |
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 | ' | ' | ' |
Revolving line of credit, term loan | ' | ' | ' | ' | 2,000,000 | ' |
Loan amount,outstanding | ' | ' | ' | ' | 2,000,000 | ' |
Bank fee paid | $10,000 | ' | ' | ' | ' | ' |
Extension of Loan and Security Agreement Date | ' | ' | ' | 15-Jan-15 | ' | ' |
Warrant as percentage of credit line commitment amount | ' | ' | ' | 3.00% | ' | ' |
Related_Party_Debt_Additional_
Related Party Debt - Additional Information (Detail) (USD $) | 3 Months Ended | 3 Months Ended | 0 Months Ended | ||||
Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Apr. 30, 2014 | Mar. 31, 2014 | |
Riverside Renewable Energy Investments | Riverside Renewable Energy Investments | Riverside Renewable Energy Investments | Riverside Renewable Energy Investments | Riverside Renewable Energy Investments | Riverside Renewable Energy Investments | ||
Period One | Period Two | Period Three | Subsequent Event | Common Class A | |||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Related party debt | ' | $4,200,000 | ' | ' | ' | ' | ' |
Debt, repayment amount | ' | ' | 1,000,000 | 3,000,000 | 150,000 | ' | ' |
Debt, repayment date | ' | ' | 26-Apr-14 | 3-Sep-14 | 29-Oct-14 | ' | ' |
Interest rate | 4.00% | 10.00% | ' | ' | ' | ' | ' |
Accrued interest on related party debt | 700,000 | ' | ' | ' | ' | ' | ' |
Ownership of common stock related party | ' | ' | ' | ' | ' | ' | 17.40% |
Debt repayment of principal amount | ' | ' | ' | ' | ' | 1,000,000 | ' |
Debt repayment of interest amount | ' | ' | ' | ' | ' | $139,000 | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Commitments and Contingencies Disclosure [Line Items] | ' | ' |
Rental expense | $271,000 | $216,000 |
Minimum | ' | ' |
Commitments and Contingencies Disclosure [Line Items] | ' | ' |
Operating lease renewal options | '1 month | ' |
Maximum | ' | ' |
Commitments and Contingencies Disclosure [Line Items] | ' | ' |
Operating lease renewal options | '5 years | ' |
Future_Minimum_Lease_Payments_
Future Minimum Lease Payments (Detail) (USD $) | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |
Operating Leased Assets [Line Items] | ' |
2014 | $645 |
2015 | 543 |
2016 | 265 |
Total minimum lease payments | $1,453 |
Shareholders_Equity_Additional
Shareholders Equity - Additional Information (Detail) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Class of Stock [Line Items] | ' |
Common stock shares issued pursuant the exercise of warrants | 167,262 |
Common Class A | ' |
Class of Stock [Line Items] | ' |
Common stock shares issued for service rendered | 0 |
Shares of common stock issued upon exercise of stock options | 185,000 |
Common stock shares issued pursuant the exercise of warrants | 167,262 |
Issued common stock and received proceeds | 418,000 |
Shares_of_Class_A_Common_Stock
Shares of Class A Common Stock for Future Issuance (Detail) | Mar. 31, 2014 | Dec. 31, 2013 |
Schedule Of Stockholders Equity [Line Items] | ' | ' |
Warrants outstanding | 6,502,841 | 6,670,103 |
Total shares reserved for future issuance | 10,040,131 | ' |
Stock Options | ' | ' |
Schedule Of Stockholders Equity [Line Items] | ' | ' |
Stock options outstanding under incentive plans | 3,237,290 | ' |
Equity Compensation Plans Not Approved by Security Holders | ' | ' |
Schedule Of Stockholders Equity [Line Items] | ' | ' |
Total shares reserved for future issuance | 300,000 | ' |
ShareBased_Compensation_Additi
Share-Based Compensation - Additional Information (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Total share based compensation expense | $203,000 | $113,000 |
2008 Plan | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Stock options vest | '2% per month for the 50 months beginning with the first day of the eleventh month after date of grant. | ' |
Period of stock options vest | '50 months | ' |
Percentage of stock options vest | 2.00% | ' |
Stock options, granted | 1,329,500 | ' |
Stock options, cancelled | 75,420 | ' |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2014 |
Income Taxes [Line Items] | ' |
Deferred tax assets additional valuation allowances | $3.70 |
Net_Loss_Per_Share_Additional_
Net Loss Per Share - Additional Information (Detail) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive securities excluded from computation of earnings per share amount | 5.7 | 2.2 |
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 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
Schedule For Earning Per Share Basic And Diluted [Line Items] | ' | ' | ' |
Numerator for basic and diluted net loss per share | ($14,828) | ($3,793) | ($11,300) |
Denominator: | ' | ' | ' |
Weighted average shares for basic net loss per share | 43,600 | 26,696 | ' |
Effect of dilutive securities: | ' | ' | ' |
Weighted average of stock options, restricted stock awards, and warrants | ' | ' | ' |
Denominators for diluted net loss per share | 43,600 | 26,696 | ' |
Net loss per share - basic | ($0.34) | ($0.14) | ' |
Net loss per share - diluted | ($0.34) | ($0.14) | ' |
Business_Combinations_Addition
Business Combinations - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Jan. 14, 2014 | Jan. 14, 2014 | Jan. 14, 2014 | Aug. 09, 2013 | Aug. 09, 2013 | 14-May-14 | 14-May-14 | |
Stock Options | Acquisition costs | Mercury Energy, Inc | Mercury Energy, Inc | Mercury Energy, Inc | Mercury Energy, Inc | Mercury Energy, Inc | Syndicated Solar , Inc | Syndicated Solar , Inc | Subsequent Event | Subsequent Event | ||
Common Class A | Maximum | Common Class A | Elemental Energy LLC | Elemental Energy LLC | ||||||||
Common Class A | ||||||||||||
Contingent Earnout | ||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net assets acquired, at fair value | ' | ' | ' | ' | ' | $9,503,000 | ' | ' | ($1,200,000) | ' | ' | ' |
Intangible assets including goodwill acquired | ' | ' | ' | ' | ' | 22,470,000 | ' | ' | 2,300,000 | ' | ' | ' |
Intangible assets - backlog acquired | ' | ' | ' | ' | ' | ' | ' | ' | 480,000 | ' | ' | ' |
Goodwill | 1,867,000 | ' | ' | ' | ' | ' | ' | ' | 1,800,000 | ' | ' | ' |
Acquisition consideration paid, net | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 | ' | ' | ' |
Business acquisition, shares issued | 8,348,145 | ' | ' | ' | ' | ' | 8,348,145 | ' | ' | 400,000 | ' | 4,500,000 |
Business acquisition, value of shares issued | ' | ' | ' | ' | ' | ' | 31,973,395 | ' | ' | 916,000 | ' | ' |
Percentage of voting interest for acquisition | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | 100.00% | ' |
Common stock closing market price, per share | ' | ' | ' | ' | ' | ' | $3.83 | ' | ' | ' | $3.01 | ' |
Acquisition related cost | 2,301,000 | ' | ' | ' | 1,300,000 | ' | ' | ' | ' | ' | ' | ' |
Amortization | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price allocation, measurement period from acquisition date | ' | ' | ' | ' | ' | ' | ' | '12 months | ' | ' | ' | ' |
Adjustments to Pro forma net losses | ' | 203,000 | -1,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase agreement date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 26-Mar-14 | ' |
Additional earn out payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 |
Common stock, trading days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '20 days | ' |
Business acquisition, purchase consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $13,600,000 | ' |
Fair_Value_of_Purchase_Conside
Fair Value of Purchase Consideration in Acquired Business (Detail) (USD $) | 3 Months Ended | 0 Months Ended |
Mar. 31, 2014 | Jan. 14, 2014 | |
Mercury Energy, Inc | ||
Common Class A | ||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ' | ' |
Shares issued | 8,348,145 | 8,348,145 |
Market price per share | ' | $3.83 |
Total purchase consideration | ' | $31,973,395 |
Allocation_of_Purchase_Price_D
Allocation of Purchase Price (Detail) (Mercury Energy, Inc, USD $) | Jan. 14, 2014 |
In Thousands, unless otherwise specified | |
Mercury Energy, Inc | ' |
Assets: | ' |
Cash | $9,647 |
Accounts receivable, net | 2,343 |
Construction in progress | 2,456 |
Other current assets | 658 |
Current assets | 15,104 |
Fixed assets | 397 |
Other assets | 571 |
Total assets acquired | 16,072 |
Liabilities: | ' |
Accounts payable | 3,039 |
Accrued liabilities | 1,791 |
Deferred revenue | 929 |
Total current liabilities | 5,759 |
Deferred revenue | 352 |
Other long-term liabilities | 458 |
Total liabilities assumed | 6,569 |
Total identifiable net assets at fair value | 9,503 |
Intangibles | 22,470 |
Total purchase consideration | $31,973 |
Supplemental_Pro_Forma_Detail
Supplemental Pro Forma (Detail) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ' | ' |
Net revenue | $22,143 | $21,543 |
Net loss | ($13,564) | ($4,481) |
Net loss per share - basic and diluted | ($0.31) | ($0.13) |