Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 13, 2014 | |
Document Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
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 | ' | 52,025,684 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash | $1,769 | $12,449 |
Accounts receivable, net | 11,794 | 10,655 |
Inventory, net | 6,409 | 6,402 |
Deferred costs on uncompleted contracts | 4,861 | 1,318 |
Other current assets | 1,863 | 1,270 |
Current assets of discontinued operations | 12,412 | 6,243 |
Total current assets | 39,108 | 38,337 |
Property and equipment, net | 2,153 | 2,750 |
Intangibles, net | 3,321 | 480 |
Goodwill | 11,438 | 1,867 |
Other assets | 29 | ' |
Noncurrent assets of discontinued operations | 1,300 | 334 |
Total assets | 57,349 | 43,768 |
Current liabilities: | ' | ' |
Line of credit | 4,766 | ' |
Accounts payable | 11,366 | 6,630 |
Accrued liabilities | 3,148 | 2,926 |
Billings in excess of costs on uncompleted contracts | 1,306 | ' |
Term loan | ' | 2,000 |
Related party debt | 3,150 | 4,150 |
Deferred revenue and other current liabilities | 1,191 | 844 |
Current liabilities of discontinued operations | 10,781 | 8,452 |
Total current liabilities | 35,708 | 25,002 |
Other liabilities | 1,122 | 446 |
Common stock warrant liability | 8,325 | 15,071 |
Noncurrent liabilities of discontinued operations | 578 | ' |
Total liabilities | 45,733 | 40,519 |
Commitments and contingencies | ' | ' |
Shareholders' equity: | ' | ' |
Additional paid-in capital | 139,933 | 92,808 |
Business acquisition consideration to be transferred | 2,173 | ' |
Accumulated deficit | -130,495 | -89,563 |
Total shareholders' equity | 11,616 | 3,249 |
Total liabilities and shareholders' equity | 57,349 | 43,768 |
Common Class A | ' | ' |
Shareholders' equity: | ' | ' |
Class A common stock, $.0001 par value, 150,000,000 shares authorized, 52,024,684 and 36,415,839 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively | $5 | $4 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (Common Class A, USD $) | Sep. 30, 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 | 52,024,684 | 36,415,839 |
Common stock, shares outstanding | 52,024,684 | 36,415,839 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Net revenue | $18,900 | $16,640 | $52,302 | $39,584 |
Cost of goods sold | 15,706 | 12,324 | 41,793 | 29,148 |
Gross profit | 3,194 | 4,316 | 10,509 | 10,436 |
Expenses: | ' | ' | ' | ' |
Selling and operating | 7,010 | 4,925 | 19,883 | 13,781 |
General and administrative | 2,650 | 1,547 | 6,245 | 5,072 |
Acquisition costs | 59 | 555 | 876 | 555 |
Restructuring costs | 355 | ' | 355 | ' |
Depreciation and amortization | 999 | 197 | 2,183 | 628 |
Goodwill and other asset impairments | 1,365 | ' | 1,365 | ' |
Total expenses | 12,438 | 7,224 | 30,907 | 20,036 |
Loss from continuing operations | -9,244 | -2,908 | -20,398 | -9,600 |
Interest and other expense, net | -340 | -243 | -795 | -880 |
Change in valuation of warrants | 6,789 | -402 | 8,204 | 78 |
Loss before income taxes | -2,795 | -3,553 | -12,989 | -10,402 |
Income tax expense (benefit) | -287 | 8 | -1,496 | 17 |
Loss from continuing operations, net of tax | -2,508 | -3,561 | -11,493 | -10,419 |
(Loss)/gain from discontinued operations, net of tax | -2,242 | 1,467 | -29,439 | 1,623 |
Net loss | ($4,750) | ($2,094) | ($40,932) | ($8,796) |
Net (loss)/gain per share - basic and diluted: | ' | ' | ' | ' |
From continuing operations | ($0.05) | ($0.12) | ($0.25) | ($0.37) |
From discontinued operations | ($0.04) | $0.05 | ($0.63) | $0.06 |
Net loss per share - basic and diluted | ($0.09) | ($0.07) | ($0.88) | ($0.31) |
Weighted-average shares outstanding: | ' | ' | ' | ' |
Basic and diluted | 51,055 | 30,044 | 46,599 | 28,276 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Operating activities | ' | ' |
Net loss | ($40,932,000) | ($8,796,000) |
Loss from discontinued operations | -29,439,000 | 1,623,000 |
Loss from continuing operations, net of tax | -11,493,000 | -10,419,000 |
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities - continuing operations: | ' | ' |
Depreciation | 394,000 | 724,000 |
Amortization | 1,789,000 | ' |
Share-based compensation | 1,082,000 | 284,000 |
Goodwill and other asset impairments | 1,365,000 | ' |
Change in valuation of warrants | -8,204,000 | -355,000 |
Other | 125,000 | ' |
Deferred interest on related party debt | 406,000 | 610,000 |
Bad debt expense | 357,000 | ' |
Changes in operating assets and liabilities, net of effects from acquisitions: | ' | ' |
Accounts receivable, net | -1,496,000 | 920,000 |
Costs in excess of billings on uncompleted contracts | 0 | 0 |
Inventory, net | -7,000 | -2,425,000 |
Deferred costs on uncompleted contracts | -3,543,000 | ' |
Other current assets | -593,000 | ' |
Other assets | -29,000 | 468,000 |
Accounts payable | 4,736,000 | -292,000 |
Accrued liabilities | -184,000 | -2,500,000 |
Billings in excess of costs on uncompleted contracts | 1,306,000 | ' |
Deferred revenue and other current liabilities | 347,000 | ' |
Other liabilities | 676,000 | 358,000 |
Net cash used in operating activities - continuing operations | -12,966,000 | -12,627,000 |
Net cash provided by (used in) operating activities - discontinued operations | -18,333,000 | 3,955,000 |
Net cash used in operating activities | -31,299,000 | -8,672,000 |
Investing activities | ' | ' |
Cash from acquired businesses | 11,958,000 | ' |
Acquisition of subsidiary, net of cash acquired | ' | -1,076,000 |
Purchase of property and equipment | -304,000 | -233,000 |
Proceeds from sale of property and equipment | 249,000 | ' |
Net cash provided by (used in) investing activities - continuing operations | 11,903,000 | -1,309,000 |
Net cash provided by (used in) investing activities - discontinued operations | 0 | 0 |
Net cash provided by (used in) investing activities | 11,903,000 | -1,309,000 |
Financing activities | ' | ' |
Principal borrowings (payments) on revolving line of credit, net | 4,766,000 | -6,498,000 |
Principal payment on related party debt | -1,000,000 | ' |
Principal payments on debt and capital lease obligations, net | -2,000,000 | -97,000 |
Exercise of warrants, net of issuance costs | 409,000 | ' |
Exercise of stock options | 137,000 | 74,000 |
Proceeds from the sale of common stock and warrants, net | 6,404,000 | 8,414,000 |
Net cash provided by financing activities | 8,716,000 | 1,893,000 |
Net change in cash | -10,680,000 | -8,088,000 |
Cash at beginning of period | 12,449,000 | 10,390,000 |
Cash at end of period | 1,769,000 | 2,302,000 |
Supplemental cash flow information | ' | ' |
Income taxes paid | ' | 17,000 |
Interest paid | 427,000 | 112,000 |
Non-cash items | ' | ' |
Issuance of 11,354,623 shares of Class A common stock in conjunction with the acquisition of businesses | 37,697,000 | ' |
Change in common stock warrant liability in conjunction with exercise of 167,262 warrants | 622,000 | ' |
Issuance of 400,000 shares of Class A common stock issued in conjunction with acquisition of subsidiary | ' | 916,000 |
Class A common stock issued in conjunction with debt conversion from related party, 62,111 shares | ' | 100,000 |
Debt Extension | ' | ' |
Non-cash items | ' | ' |
Issuance of warrants | ' | 278,000 |
Incentive Bonus | ' | ' |
Non-cash items | ' | ' |
Issuance of Class A common stock in conjunction with a purchase transaction | 141,000 | ' |
Equity Funding | ' | ' |
Non-cash items | ' | ' |
Issuance of warrants | $1,957,000 | $4,037,000 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (Parenthetical) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Issuance of Class A common stock in conjunction with the acquisition of businesses | 11,354,623 | ' |
Shares issued pursuant to warrant exercises | 167,262 | ' |
Issuance of Class A common stock issued in conjunction with acquisition of subsidiary, shares | ' | 400,000 |
Class A common stock issued to Gaiam, Inc. in conjunction with debt conversion from related party, shares | ' | 62,111 |
Common Class A | ' | ' |
Shares issued pursuant to warrant exercises | 167,262 | ' |
Debt Extension | ' | ' |
Number of shares called by warrants | 82,627 | 212,535 |
Retention Bonuses | ' | ' |
Issuance of Class A common stock in conjunction with a purchase transaction, shares | 595,214 | ' |
Incentive Bonus | ' | ' |
Issuance of Class A common stock in conjunction with a purchase transaction, shares | 74,860 | ' |
Organization_Nature_of_Operati
Organization, Nature of Operations, and Principles of Consolidation | 9 Months Ended |
Sep. 30, 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 condensed 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 each acquisition. | |
Certain prior period amounts have been reclassified to conform to the current period presentation. | |
Discontinued Operations | |
On September 30, 2014, the Company committed to a strategic shift of its business resulting in a plan to sell certain net assets and rights, and attrition of substantially completed contracts over the following twelve months comprising its large commercial installations business. Accordingly, the assets and liabilities, operating results, and operating and investing activities cash flows for the entire Commercial segment are presented as a discontinued operation, separate from the Company’s continuing operations, for all periods presented in these condensed consolidated financial statements and footnotes, unless indicated otherwise. See Note 14. Discontinued Operations. | |
Liquidity and Financial Resources Update | |
The Company has experienced recurring losses in recent years, including $11.3 million for the calendar year ended December 31, 2013 and losses from continuing operations of $2.5 million and $11.5 million for the three and nine months ended September 30, 2014, respectively, including a non-cash goodwill and other assets impairment charge of $1.3 million. | |
As a result of losses, the Company was in technical default of certain covenants contained in its credit facility with Silicon Valley Bank (“SVB”) as of September 30, 2014. On November 19, 2014, the Company and certain of its subsidiaries entered into a Waiver Agreement with SVB with respect to those defaults. See Note 4. Revolving Line of Credit and Term Loan. | |
The Company is required to satisfy the financial covenants discussed above, as well as others, as of the end of each fiscal quarter. There can be no assurance that the Company will be able to satisfy these covenants in future fiscal periods. The Company will need to negotiate with SVB to amend the SVB Loan (Note 4. Revolving Line of Credit and Term Loan) to reset the financial covenants for 2015. There can be no assurance that the Company will be successful in doing so or that such amendments will be on favorable terms to the Company. If the Company fails to meet these covenants in future fiscal periods and SVB does not waive such failure, SVB will have the ability to call an event of default under the SVB Loan and require the Company to repay all outstanding indebtedness under the SVB Loan or to exercise other rights under the SVB Loan, including collecting default interest, no longer extending credit to the Company, and exercising its rights with respect to the collateral securing the obligations under the SVB Loan. The Company believes that it presently has sufficient funds or the ability to raise future funds, either through a borrowing or the sale of additional equity, to repay the outstanding indebtedness under the SVB Loan. However, no assurance can be given that the Company will be able to raise future funds on terms as favorable as the present SVB credit facility or in an amount sufficient to fund its future growth. In addition, while the Company has been successful in the past in obtaining new financing, | |
At September 30, 2014, the Company had cash and available borrowings aggregating $3.5 million. In connection with obtaining a waiver from its principal lender for its non-compliance with financial covenants, the Company’s loan commitment was reduced from $6.5 million to $5.5 million. | |
The company has prepared its business plan for 2015 and believes it has sufficient financial resources to operate for the ensuing 12-month period from September 30, 2014. This plan has the objective of reducing the company’s present operating losses and returning the company to profitable operations in the future. Elements of this plan include, among others, (i) realizing operating costs savings from reductions in staff, (ii) the positive impact of the strategic decision to exit the large commercial segment which operated at both a substantial cash and operating loss, (iii) expanding the company’s sales teams in select markets for additional revenue, (iv) expanding the company’s construction capability both through additional in-house construction crews and authorized third-party integrators to realize the revenue from installation of the company’s backlog, (v) changing the mix of marketing expenditures to achieve a lower cost of acquisition than that employed in prior periods, and (vi) focused internal efforts to convert the Company’s accounts receivable to cash. | |
there is no assurance that it will be able to raise any new funds in the future. If the Company’s operational initiatives are not successful in significantly reducing its historical loss from continuing operations, or if the Company encounters unplanned operational difficulties, it may not have sufficient funds to repay any outstanding borrowings as they come due or to fund its operating cash needs for the next twelve months. These circumstances would require the Company to obtain financing from another source or raise additional capital through debt or equity financing, if available to the Company. There can be no assurance that the Company will successfully obtain new financing. |
Significant_Accounting_Policie
Significant Accounting Policies | 9 Months Ended | ||||||||||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||||||||||
Significant Accounting Policies | ' | ||||||||||||||||||||||||||||||||
2. Significant Accounting Policies | |||||||||||||||||||||||||||||||||
The Company made no changes to its significant accounting policies during the nine months ended September 30, 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. | |||||||||||||||||||||||||||||||||
Certain amounts in the 2013 financial statements have been reclassified to conform to the current year presentation. | |||||||||||||||||||||||||||||||||
Goodwill and Intangibles | |||||||||||||||||||||||||||||||||
The following table sets forth the changes in goodwill for the period December 31, 2013 through September 30, 2014 by segment. | |||||||||||||||||||||||||||||||||
(in thousands) | Residential | Sunetric | Total | ||||||||||||||||||||||||||||||
Segment | Segment | ||||||||||||||||||||||||||||||||
Balance at December 31, 2013 | $ | 1,867 | $ | 442 | $ | 1,867 | |||||||||||||||||||||||||||
Adjustment (a) | (130 | ) | (130 | ) | |||||||||||||||||||||||||||||
Acquisitions (b) | — | 9,658 | 9,658 | ||||||||||||||||||||||||||||||
Impairments (c) | (399 | ) | 43 | ||||||||||||||||||||||||||||||
Balance at September 30, 2014 | $ | 1,338 | $ | 10,100 | $ | 11,438 | |||||||||||||||||||||||||||
(a) | On May 12, 2014, the terms of the purchase agreement for certain net assets of Syndicated were amended to, among other things, reduce the number of shares of the Company’s Class A common stock given as consideration from 400,000 to 325,140, resulting in a reduction in goodwill of $0.2 million based on the closing market price of the Company’s stock on August 8, 2013, the date immediately prior to when the Company took financial control of the net assets. Additionally, during June 2014, the Company reduced the fair value of tangible assets acquired by $0.1 million due to a change in estimated acquisition date fair value. See Note 11. Business Combinations. See Note 12. Goodwill and Other Asset Impairments. On September 30, 2014 the Company recorded and income tax benefit related to Sunetric. | ||||||||||||||||||||||||||||||||
(b) | Represents preliminary estimated goodwill of $9.7 million related to the acquisitions of Elemental Energy LLC, doing business as Sunetric (“Sunetric”). See Note 11. Business Combinations. | ||||||||||||||||||||||||||||||||
(c) | On June 30, 2014, the Company impaired $0.4 million of the Syndicated goodwill related to its small commercial operations. | ||||||||||||||||||||||||||||||||
The following table represents intangibles subject to amortization by major class at September 30, 2014 and December 31, 2013. | |||||||||||||||||||||||||||||||||
(in thousands) | September 30, | December 31, | |||||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||||||
Customer-related: | |||||||||||||||||||||||||||||||||
Gross carrying amount | $ | 4,840 | 1,080 | ||||||||||||||||||||||||||||||
Accumulated amortization | (2,803 | ) | (600 | ) | |||||||||||||||||||||||||||||
$ | 2,037 | 480 | |||||||||||||||||||||||||||||||
Marketing-related: | |||||||||||||||||||||||||||||||||
Gross carrying amount | $ | 1,370 | — | ||||||||||||||||||||||||||||||
Accumulated amortization | (86 | ) | — | ||||||||||||||||||||||||||||||
$ | 1,284 | — | |||||||||||||||||||||||||||||||
Total intangibles | 3,321 | 480 | |||||||||||||||||||||||||||||||
The amortization periods range from 12 to 120 months. Amortization expense was $0.9 million and zero for the three months ended September 30, 2014 and 2013, respectively, and $1.8 million and zero for the nine months ended September 30, 2014 and 2013, respectively. On June 30, 2014, the Company impaired $0.3 million of the customer-related intangibles. See Note 12. Goodwill and Other Asset Impairments. | |||||||||||||||||||||||||||||||||
Common Stock Warrant Liability | |||||||||||||||||||||||||||||||||
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. Certain of the Company’s warrants are accounted for as liabilities due to provisions either allowing the warrant holder to request redemption, at the intrinsic value of the warrant, upon a change of control and/or providing for an adjustment to the number of shares of the Company’s Class A common stock underlying the warrants and the exercise price in connection with dilutive future funding transactions. The Company classifies these derivative liabilities on the condensed consolidated balance sheets as long term liabilities, which are revalued at each balance sheet date subsequent to their initial issuance. The Company used a Monte Carlo pricing model to value these 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 | June 6, 2014 | July 9, 2014 | ||||||||||||||||||||||||||||||
At Issuance (a) | September 30, | At Issuance | September 30, | At Issuance | September 30, | At Issuance | September 30, | ||||||||||||||||||||||||||
2014 (a) | 2014 | 2014 | 2014 | ||||||||||||||||||||||||||||||
Exercise price | $ | 2.75 | $ | 2.45 | $ | 3.41 | $ | 3.41 | $ | 2.36 | $ | 2.36 | $ | 3.19 | $ | 3.19 | |||||||||||||||||
Class A common stock closing market price | $ | 2.7 | $ | 1.72 | $ | 3.4 | $ | 1.72 | $ | 2.35 | $ | 1.72 | $ | 2.55 | $ | 1.72 | |||||||||||||||||
Risk-free rate (b) | 1.03 | % | 1.32 | % | 1.54 | % | 1.66 | % | 2.18 | % | 2.14 | % | 1.79 | % | 1.85 | % | |||||||||||||||||
Market price volatility | 102.37 | % | 109.12 | % | 102.37 | % | 100.23 | % | 101.72 | % | 100.71 | % | 99.69 | % | 97.02 | % | |||||||||||||||||
Expected average term of warrants (years) | 5 | 3.73 | 5.5 | 4.69 | 7 | 6.68 | 5.5 | 5.35 | |||||||||||||||||||||||||
Expected dividend yield | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||||||||||
Probability of change in control | 15 | % | 15 | % | 15 | % | 15 | % | 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 shares of the Company’s Class A common stock underlying the warrants 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. Then, related to the July 9, 2014 warrant issuance, the previously adjusted exercise price was adjusted again to $2.45 and the number of warrants issued was increased by another 31,859 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. | ||||||||||||||||||||||||||||||||
To reflect changes in the fair values of its outstanding warrants, the Company recorded to its common stock warrant liability, net noncash changes of approximately $6.8 million decrease and $0.4 million increase during the three months ended September 30, 2014 and 2013, respectively, and noncash decreases of $8.2 million and $0.1 million during the nine months ended September 30, 2014 and 2013, respectively. 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 or expiration, with a credit to additional paid-in capital. | |||||||||||||||||||||||||||||||||
The table below summarizes the Company’s warrant activity for the nine months ended September 30, 2014: | |||||||||||||||||||||||||||||||||
(In thousands, except number of warrants) | Original Warrant Issuance Date | ||||||||||||||||||||||||||||||||
June 3, 2013 | November 15, 2013 | June 6, 2014 | July 9, 2014 | Total | |||||||||||||||||||||||||||||
Value of warrants at December 31, 2013 | $ | 3,717 | $ | 11,354 | $ | — | $ | — | $ | 15,071 | |||||||||||||||||||||||
Value of warrants issued | — | — | 123 | 1,957 | 2,080 | ||||||||||||||||||||||||||||
Changes in fair value, net | (1,515 | ) | (5,938 | ) | (43 | ) | (709 | ) | (8,204 | ) | |||||||||||||||||||||||
Value of warrants exercised and reclassified to equity | (622 | ) | — | — | — | (622 | ) | ||||||||||||||||||||||||||
Value of warrants at September 30, 2014 | $ | 1,580 | $ | 5,416 | $ | 80 | $ | 1,248 | $ | 8,325 | |||||||||||||||||||||||
Warrants outstanding at December 31, 2013 | 1,655,103 | 5,015,000 | — | — | 6,670,103 | ||||||||||||||||||||||||||||
Issuances | — | — | 82,627 | 1,313,686 | 1,396,313 | ||||||||||||||||||||||||||||
Anti-dilution adjustments | 31,859 | — | — | — | 31,859 | ||||||||||||||||||||||||||||
Exercises | (167,262 | ) | — | — | — | (167,262 | ) | ||||||||||||||||||||||||||
Warrants outstanding at September 30, 2014 | 1,519,700 | 5,015,000 | 82,627 | 1,313,686 | 7,931,013 | ||||||||||||||||||||||||||||
Certain of 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 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 change in valuation of warrants. | |||||||||||||||||||||||||||||||||
Recently Issued Accounting Standards | |||||||||||||||||||||||||||||||||
ASU 2014-08 | |||||||||||||||||||||||||||||||||
On April 10, 2014, the FASB issued Accounting Standards Update No. 2014-08 (“ASU 2014-08”), Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in the ASU change the criteria for reporting discontinued operations while enhancing disclosures in this area. It also addresses sources of confusion and inconsistent application related to financial reporting of discontinued operations guidance in U.S. GAAP. | |||||||||||||||||||||||||||||||||
Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have a major effect on the organization’s operations and financial results. Examples include a disposal of a major geographic area, a major line of business, or a major equity method investment. | |||||||||||||||||||||||||||||||||
In addition, the new guidance requires expanded disclosures about discontinued operations that will provide financial users with more information about the assets, liabilities, income, and expenses of discontinued operations. The new guidance also requires disclosure of the pre-tax income attributable to a disposal of a significant part of an organization that does not qualify for discontinued operations reporting. This disclosure will provide users with information about the ongoing trends in a reporting organization’s results from continuing operations. | |||||||||||||||||||||||||||||||||
The amendments in ASU 2014-08 are effective for the Company in the first quarter of 2015. The Company has early adopted ASU 2014-08, as permitted on a prospective basis, applying its guidance to the Company’s discontinued operation occurring on September 30, 2014. | |||||||||||||||||||||||||||||||||
ASU 2014-09 | |||||||||||||||||||||||||||||||||
On May 28, 2014, the FASB issued Accounting Standards Update No. 2014-09 (“ASU 2014-09”), which created Topic 606, Revenue From Contracts With Customers (“Topic 606”) and superseded the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific revenue recognition guidance. In addition, ASU 2014-09 superseded the cost guidance in Subtopic 605-35, Revenue Recognition—Construction-Type and Production-Type Contracts, and created new Subtopic 340-40, Other Assets and Deferred Costs—Contracts with Customers. In summary, the core principle of Topic 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. | |||||||||||||||||||||||||||||||||
Step 1: Identify the contract(s) with a customer. | |||||||||||||||||||||||||||||||||
Step 2: Identify the performance obligations in the contract. | |||||||||||||||||||||||||||||||||
Step 3: Determine the transaction price. | |||||||||||||||||||||||||||||||||
Step 4: Allocate the transaction price to the performance obligations in the contract. | |||||||||||||||||||||||||||||||||
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. | |||||||||||||||||||||||||||||||||
The amendments in ASU 2014-09 are effective for the Company on January 1, 2017. The Company is assessing the impact of ASU 2014-09 on its consolidated financial statements. | |||||||||||||||||||||||||||||||||
ASU 2014-15 | |||||||||||||||||||||||||||||||||
On August 27, 2014, the FASB issued Accounting Standards Update No. 2014-15 (“ASU 2014-15”), Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. | |||||||||||||||||||||||||||||||||
Under GAAP, financial statements are prepared with the presumption that the reporting organization will continue to operate as a going concern, except in limited circumstances. Financial reporting under this presumption is commonly referred to as the going concern basis of accounting. The going concern basis of accounting is critical to financial reporting because it establishes the fundamental basis for measuring and classifying assets and liabilities. | |||||||||||||||||||||||||||||||||
Currently, GAAP lacks guidance about management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern or to provide related footnote disclosures. ASU 2014-15 provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. | |||||||||||||||||||||||||||||||||
The amendments in ASU 2014-15 are effective for the Company on January 1, 2017, with early application permitted for unissued financial statements. The Company is currently assessing the impact of ASU 2014-15 on its consolidated financial statements. |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | ||||||||||||||||
Sep. 30, 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 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. Such assumptions include the risks inherent to a particular valuation technique (such as a pricing model) and/or the risks inherent to 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 – 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 with sufficient frequency and volume to provide pricing information on an ongoing basis. | |||||||||||||||||
Level 2 – 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 – 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 September 30, 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 | $ | 8,325 | $ | — | $ | — | $ | 8,325 | |||||||||
For the Company’s Level 3 measures, which represent common stock warrants, fair value is based on a Monte Carlo pricing model that 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 these derivative liabilities. | |||||||||||||||||
The following table shows the reconciliation from the beginning to the ending balance for the Company’s common stock warrant liability measured at fair value on a recurring basis using significant unobservable inputs (i.e. Level 3) for the nine months ended September 30, 2014: | |||||||||||||||||
(in thousands) | Fair Value | ||||||||||||||||
Measurements | |||||||||||||||||
Using Significant | |||||||||||||||||
Unobservable | |||||||||||||||||
Inputs | |||||||||||||||||
Fair value of common stock warrant liability at December 31, 2013 | $ | 15,071 | |||||||||||||||
Issuance of common stock warrants | 2,080 | ||||||||||||||||
Exercise of common stock warrants | (622 | ) | |||||||||||||||
Change in the fair value of common stock warrant liability, net | (8,204 | ) | |||||||||||||||
Fair value of common stock warrant liability at September 30, 2014 | $ | 8,325 | |||||||||||||||
Revolving_Line_of_Credit_and_T
Revolving Line of Credit and Term Loan | 9 Months Ended |
Sep. 30, 2014 | |
Revolving Line of Credit and Term Loan | ' |
4. Revolving Line of Credit and Term Loan | |
Under a loan agreement, as amended (the “SVB Loan”), with SVB, the Company has a revolving line of credit that provides for advances not to exceed $5.5 million based upon a borrowing base availability of 75% of eligible accounts receivable as defined in the SVB Loan. Borrowings bear interest at the greater of (a) the greater of the bank’s prime rate or 4.00%, plus 4.00%, and (b) 8.00%. The interest rate accruing on borrowings is the greater of (i) the greater of the bank’s prime rate or 4.00%, plus 2.00%, and (ii) 6.00%. The amended maturity date for the SVB Loan is currently January 31, 2015. 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. The Company may reserve up to $500,000 for stand-by letters of credit under the line of credit. The SVB Loan contains various covenants, including a covenant requiring compliance with a liquidity ratio. | |
The Term Loan portion of the facility matured on September 29, 2014, at which time the Company repaid the then outstanding balance of $2.0 million in full. | |
On June 6, 2014, the Company entered into a Joinder and Sixth Loan Modification Agreement (the “Sixth Loan Modification Agreement”) with SVB. The Sixth Loan Modification Agreement extended the maturity date of the SVB Loan to January 31, 2015, added the Company’s new subsidiaries as borrowers to the SVB Loan, and reset certain financial covenants. For the Sixth Loan Modification Agreement, the Company paid SVB modification and extension fees of $80,000 on September 29, 2014, plus reimbursed SVB for certain expenses. The Company was also required to pay a final fee of $150,000 on September 29, 2014 when the Term Loan was repaid in full. | |
Also in connection with the Sixth Loan Modification Agreement, the Company issued to SVB a warrant (“SVB Warrant”), pursuant to which SVB has the right to purchase 82,627 shares of the Company’s Class A common stock at an exercise price of $2.36 per share, subject to adjustment. The SVB Warrant expires June 5, 2021. See Note 2. Common Stock Warrant Liability. The SVB Warrant is recognized as a discount to the SVB Loan and is being amortized as interest expense over the remaining term of the SVB Loan on a straight-line basis, which approximates the interest method. | |
On November 19, 2014, the Company obtained a waiver for non-compliance as of September 30, 2014 in a reduced EBITDA-based financial covenant through December 31, 2014 (the “Seventh Loan Modification Agreement”) with SVB. The Seventh Loan Modification Agreement reduces the borrowing availability from $6.5 million to $5.5 million and the borrowing base is reduced to 75% of eligible accounts receivable less $1.0 million. As of September 30, 2014, the Company had outstanding borrowings under the revolving line of credit of $4.8 million. See Note 15. Subsequent Events. | |
Borrowings under the SVB Loan are collateralized by a security interest in substantially all of the Company’s assets other than its. |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2014 | |
Related Party Transactions | ' |
5. Related Party Transactions | |
Debt | |
On April 30, 2014, the Company repaid the $1.0 million Riverside note, plus accrued interest in the amount of $139,000. At September 30, 2014, the Company’s outstanding related party debt consisted of $3.15 million payable to Riverside, with an amended maturity date of March 31, 2015. The loans bear interest at 10% and are subordinated to the SVB Loan. | |
Accrued interest on the Company’s related party debt was $0.8 million and $0.7 million at September 30, 2014 and December 31, 2013, respectively, and is reported in accrued liabilities on the Company’s condensed consolidated balance sheet. | |
Riverside holds approximately 15.1% of the Company’s outstanding Class A common stock as of September 30, 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 the Company’s Class A common stock. | |
Sale of Retail and Catalog Business | |
On October 30, 2014, the Board of Directors approved the sale of its retail and catalog business on or around November 30, 2014 (see Note 15, Subsequent Events) to a purchase group lead by John Schaeffer, a member of the Board of Directors (the “Buyer”). The retail and catalogue business has not been profitable and was not projected to be cash flow positive in the near future. Terms of the sale include the transfer of real estate, inventory, retail, and distribution business located in Hopland, California, with a book value of $2.3 million for $1.0 million; and in the event the Hopland business, or any material asset thereof is sold within one year following the closing date, the Buyer will remit to RGS, 50% of the net profits realized. As of September 30, 2014, the Company recorded an impairment charge related primarily to real property and inventory of $1.3 million. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | ||||
Sep. 30, 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 Company also leases a fleet of vehicles classified as operating leases. The lease terms range from 36 to 48 months. | |||||
The following schedule represents the remaining future minimum payments of all leases as of September 30, 2014: | |||||
(in thousands) | Years Ending | ||||
December 31, | |||||
2014 | $ | 469 | |||
2015 | 1,321 | ||||
2016 | 800 | ||||
2017 | 175 | ||||
2018 | 51 | ||||
$ | 2,816 | ||||
The Company incurred rent expense of $0.4 million and $0.2 million for the three months ended September 30, 2014 and 2013, respectively; and $1.1 million and $0.9 million for the nine months ended September 30, 2014 and 2013, 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 | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Shareholders' Equity | ' | ||||
7. Shareholders’ Equity | |||||
During the nine months ended September 30, 2014, the Company issued 128,480 shares of its Class A common stock to employees upon the exercise of stock options and issued 167,262 shares of its Class A common stock pursuant to the exercise of warrants. | |||||
On January 14, 2014, the Company issued 7,604,035 shares of its Class A common stock with an estimated fair value of $29.1 million based on the closing market price of $3.83 per share for the Company’s Class A common stock on January 13, 2014 as provisional purchase consideration transferred for Mercury. Of this issuance, 467,249 shares were initially placed into escrow to fund potential indemnification claims and closing working capital true-up adjustments. Also in conjunction with this acquisition of Mercury, the Company placed into escrow another 744,018 shares of its Class A common stock as potential post-acquisition retention compensation to employees of Mercury. At September 30, 2014, 313,235 shares of the provisional purchase consideration transferred and 247,978 shares of the retention compensation remained in escrow. See Note 8. Share-Based Compensation and Note 11. Business Combinations. | |||||
On May 12, 2014, the Company issued 325,140 shares of its Class A common stock, with an estimated fair value of $0.7 million based on the closing market price of $2.29 per share for the Company’s Class A common stock on August 8, 2013, under an amendment to the net asset purchase agreement dated August 9, 2013 with Syndicated. Also under the terms of the amendment, the former owner of Syndicated, who became an employee of the Company for a certain period of time, was issued 74,860 shares of the Company’s Class A common stock during the three months ended September 30, 2014 in return for assisting the Company with the collection of certain accounts receivable related to the Syndicated business. See Note 11. Business Combinations. | |||||
On May 14, 2014, the Company issued 3,425,393 shares of its Class A common stock with an estimated fair value of $9.4 million based on the closing market price of $2.75 per share for the Company’s Class A common stock on May 13, 2014 as partial provisional purchase consideration transferred for Sunetric. As additional provisional purchase consideration transferred, the Company reserved another 604,711 shares of its Class A common stock with an estimated fair value of $1.7 million based on the closing market price of $2.75 for the Company’s Class A common stock on May 13, 2014 to fund potential indemnification claims and closing working capital true-up adjustments. At September 30, 2014, these reserved shares, along with provisional estimated contingent consideration of $0.5 million that is potentially payable in shares of the Company’s Class A common stock are reported in business acquisition consideration to be transferred. Also in conjunction with the acquisition of Sunetric, on May 28, 2014, the Company issued 217,076 shares of its Class A common stock with an estimated fair value of $0.5 million based on the closing market price of $2.39 per share for the Company’s Class A common stock on May 27, 2014 in fulfillment of an assumed liability for employee retention bonus obligations through the closing date of the Sunetric acquisition. See Note 11. Business Combinations. | |||||
At September 30, 2014, the Company had the following shares of Class A common stock reserved for future issuance: | |||||
Stock options outstanding under incentive plans | 3,083,590 | ||||
Stock options outstanding under plans not approved by security holders | 90,000 | ||||
Sunetric – provisional purchase consideration to be transferred | 604,711 | ||||
Common stock warrants outstanding - derivative liability | 7,931,013 | ||||
Common stock warrants outstanding - equity security | 70,000 | ||||
Total shares reserved for future issuance | 11,779,314 | ||||
ShareBased_Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2014 | |
Share-Based Compensation | ' |
8. Share-Based Compensation | |
During the nine months ended September 30, 2014, the Company granted 2,363,000 stock options and cancelled 1,189,140 stock options under its 2008 Long-Term Incentive Plan and cancelled 210,000 stock options under its non-shareholder approved grants. 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. | |
On May 12, 2014, the Company extended the exercisability period from July 30, 2014 to March 15, 2015 for 270,000 vested options held by John Schaeffer, a former officer and current director of the Company. On August 18, 2014, the Company extended the exercisability period from September 18, 2014 to February 18, 2016 for 190,000 vested options held by Kam Mofid, a former officer and director of the Company. As a result of these option modifications, the Company recognized $0.1 million and $0.2 million of incremental share-based compensation expense during the three and nine months ended September 30, 2014, respectively. | |
In connection with the acquisition of Mercury, the Company is obligated to issue up to 744,018 shares of its Class A common stock in periodic distributions to certain employees upon satisfaction of their continued employment with the Company through October 2014. As a result, the Company issued 173,614 and 496,040 of these shares and recorded $0.2 million and $1.6 million of estimated earned share-based compensation expense during the three and nine months ended September 30, 2014, respectively. See Note 7. Shareholders’ Equity. | |
Total share-based compensation expense recognized was $0.6 million and $0.1 million for the three months ended September 30, 2014 and 2013, respectively, and $2.7 million and $0.3 million for the nine months ended September 30, 2014 and 2013, respectively. Share-based compensation expense is reported in general and administrative expenses on the Company’s condensed consolidated statements of operations. |
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2014 | |
Income Taxes | ' |
9. Income Taxes | |
The Company performed assessments of the realizability of its net deferred tax assets generated during each reporting period, 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. The Company, during the nine months ended September 30, 2014 and 2013, increased its valuation allowance by $17.4 million and $9.3 million, respectively. The portion of the change in the valuation allowance related to the preliminarily estimated net deferred tax liabilities established as part of the provisional purchase consideration transferred allocation for Sunetric was reported as an income tax benefit of $1.7 million for each of the three and nine months ended September 30, 2014. The Company recognized no income tax benefit for losses incurred during the three and nine months ended September 30, 2014. |
Net_Loss_Per_Share
Net Loss Per Share | 9 Months Ended | ||||||||||||||||
Sep. 30, 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 its Class A common stock outstanding during the period. The Company computes diluted net loss per share using the weighted average number of shares of its Class A common stock and common stock equivalents outstanding during the period. The Company excluded common stock equivalents of 11,684,000 and 2,400,000 for the three months ended September 30, 2014 and 2013, respectively, and 10,058,000 and 2,500,000 for the nine months ended September 30, 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 | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
(in thousands, except per share data) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Net loss: | |||||||||||||||||
Loss from continuing operations | $ | (2,508 | ) | $ | (3,561 | ) | $ | (11,493 | ) | $ | (10,419 | ) | |||||
(Loss)/gain from discontinued operations | (2,242 | ) | 1,467 | (29,439 | ) | 1,623 | |||||||||||
Net loss | $ | (4,750 | ) | $ | (2,094 | ) | $ | (40,932 | ) | $ | (8,796 | ) | |||||
Weighted average shares for basic and diluted net loss per share: | |||||||||||||||||
Weighted average shares for basic net loss per share | 51,055 | 30,044 | 46,599 | 28,276 | |||||||||||||
Effect of dilutive securities - weighted average of stock options, restricted stock awards, and warrants | — | — | — | — | |||||||||||||
Weighted average shares for basic and diluted net loss per share | 51,055 | 30,044 | 46,599 | 28,276 | |||||||||||||
Net loss per share – basic and diluted: | |||||||||||||||||
Loss from continuing operations | $ | (0.05 | ) | $ | (0.12 | ) | $ | (0.25 | ) | $ | (0.37 | ) | |||||
Loss from discontinued operations | (0.04 | ) | 0.05 | (0.63 | ) | 0.06 | |||||||||||
Net loss | $ | (0.09 | ) | $ | (0.07 | ) | $ | (0.88 | ) | $ | (0.31 | ) | |||||
Business_Combinations
Business Combinations | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Business Combinations | ' | ||||||||||||||||
11. Business Combinations | |||||||||||||||||
Syndicated | |||||||||||||||||
On August 9, 2013, the Company purchased certain assets and assumed certain current liabilities of Syndicated. The acquired assets include executed end user customer agreements together with associated solar energy systems in various stages of completion and software systems used by Syndicated to acquire new customers. The Company acquired, at fair value, tangible net assets totaling negative $1.1 million and intangible assets of $2.3 million, which consisted of $0.5 million in backlog and $1.7 million of goodwill. The purchase consideration transferred, as amended on May 12, 2014, was comprised of cash of $0.3 million and 325,140 shares of the Company’s Class A common stock, with an aggregate fair value of $0.7 million based on the closing price of the Company’s Class A common stock on August 8, 2013. The goodwill associated with this acquisition’s commercial operations was impaired on June 30, 2014. See Note 12. Goodwill and Other Asset Impairments. | |||||||||||||||||
Mercury | |||||||||||||||||
On January 14, 2014, the Company acquired 100% of the voting equity interests of Mercury through a merger. The provisional purchase consideration transferred was comprised of approximately 7.6 million shares of the Company’s Class A common stock with an estimated fair value of $29.1 million based on the closing price of $3.83 per share for the Company’s Class A common stock on January 13, 2014. The provisional purchase consideration transferred is preliminary and is subject to a working capital true-up adjustment based on the determined final closing balances and other revisions. Excluded from the provisional purchase consideration transferred is estimated acquisition-related costs to date of $2.8 million, which was reported as acquisition-related and other costs in the Company’s consolidated or condensed consolidated statements of operations as follows: $1.2 million for the year ended December 31, 2013; and $1.6 million for the nine months ended September 30, 2014. | |||||||||||||||||
The Company believed that the acquisition of Mercury would provide strategic and financial benefits to the Company by positioning RGS as one of the largest U.S. solar installation companies (when measured by number of installed customers); increasing the Company’s financial stability, access to capital, and purchasing power with suppliers; expanding the Company’s existing brand presence in the Northeastern market of the United States; and realizing potential cost savings through centralization of certain functions and the reduction of redundant costs. | |||||||||||||||||
These qualitative factors have led to the initial recognition of acquired goodwill, which is not expected to be deductible for tax purposes. As of September 30, 2014, these qualitative factors have not been realized by the Company. See Note 12. Goodwill and Other Asset Impairments. | |||||||||||||||||
The acquisition of Mercury has been accounted for in accordance with the acquisition method of accounting. The amounts in the table below represent the preliminary allocation of the provisional purchase consideration transferred and are allocated to Mercury’s assets and liabilities based on their estimated fair value as of January 14, 2014. The final determinations of the purchase consideration transferred allocations may be significantly different from the preliminary estimates used in these unaudited condensed consolidated financial statements. Changes to separately identified tangible and intangible assets and liabilities may result in corresponding adjustments to goodwill. The Company utilized a third-party valuation study to value these acquired assets and assumed liabilities. | |||||||||||||||||
In thousands | Amount | ||||||||||||||||
Assets: | |||||||||||||||||
Cash | $ | 11,773 | |||||||||||||||
Accounts receivable | 1,817 | ||||||||||||||||
Costs in excess of billings on uncompleted contracts | 2,513 | ||||||||||||||||
Inventory | 1,535 | ||||||||||||||||
Deferred costs on uncompleted contracts | 253 | ||||||||||||||||
Other current assets | 315 | ||||||||||||||||
Total current assets | 18,206 | ||||||||||||||||
Property and equipment | 399 | ||||||||||||||||
Intangibles (a) | 500 | ||||||||||||||||
Goodwill (a) | 18,096 | ||||||||||||||||
Other assets | 554 | ||||||||||||||||
Total assets acquired | $ | 37,755 | |||||||||||||||
Liabilities: | |||||||||||||||||
Accounts payable | $ | 5,499 | |||||||||||||||
Accrued liabilities | 733 | ||||||||||||||||
Billings in excess of costs on uncompleted contracts | 1,728 | ||||||||||||||||
Deferred revenue and other current liabilities | 70 | ||||||||||||||||
Total current liabilities | 8,030 | ||||||||||||||||
Accrued liabilities | 601 | ||||||||||||||||
Total liabilities assumed | 8,631 | ||||||||||||||||
Total provisional purchase consideration transferred | $ | 29,124 | |||||||||||||||
(a) | The preliminary estimated goodwill and intangibles related to this acquisition were completely impaired on June 30, 2014. See Note 12. Goodwill and Other Asset Impairments. | ||||||||||||||||
The Company has included Mercury’s financial results in its condensed consolidated financial statements from January 14, 2014. Consequentially, $4.9 million of net revenue and $21.7 million of net losses, including a goodwill and other assets impairment charge of $18.5 million, attributable to Mercury are included in the Company’s condensed consolidated statement of operations. | |||||||||||||||||
Sunetric | |||||||||||||||||
On May 14, 2014, the Company acquired 100% of the equity interests of Elemental Energy LLC, dba, Sunetric, pursuant to the terms of a Membership Interest Purchase Agreement entered into on March 26, 2014 and amended on May 14, 2014. The provisional purchase consideration transferred totaled $11.6 million and consisted of approximately 4.0 million unregistered shares of the Company’s Class A common stock with an estimated fair value of $11.1 million based on the closing price of $2.75 per share for the Company’s Class A common stock on May 13, 2014 and $0.5 million of estimated probable contingent consideration. The provisional purchase consideration transferred is subject to a working capital true-up adjustment based on the determined final closing balances. The contingent consideration gives the sellers the potential to earn up to $3.0 million in additional earn-out payments, to be paid in unregistered shares of the Company’s Class A common stock, upon the achievement of certain revenue and income earn-out targets for 2014 and 2015. The total provisional purchase consideration transferred is preliminary and subject to further revisions. Excluded from the provisional purchase consideration transferred is estimated acquisition-related costs to date of $0.8 million, which was reported as acquisition-related and other costs in the Company’s condensed consolidated statements of operations. | |||||||||||||||||
Sunetric is one of the largest and most experienced solar developers and integrators in Hawaii. As a full-service solar energy firm, they handle every stage of the design, development and installation of photovoltaic systems. The acquisition provides the Company with an immediate entry into a major market that has the highest electricity rates in the U.S. – three times higher than the national average. These high rates provide compelling economics for homeowners and businesses to adopt solar photovoltaic systems. These qualitative factors have led to the recognition of acquired goodwill, which is not expected to be deductible for tax purposes. | |||||||||||||||||
The acquisition of Sunetric has been accounted for in accordance with the acquisition method of accounting. The amounts in the table below represent the preliminary allocation of the provisional purchase consideration transferred and are allocated to Sunetric’s assets and liabilities based on their estimated fair value as of May 14, 2014. The final determinations of the purchase consideration transferred allocations may be significantly different from the preliminary estimates used in these unaudited condensed consolidated financial statements. Changes to separately identified tangible and intangible assets and liabilities may result in corresponding adjustments to goodwill. The Company is in the process of finalizing third-party valuation studies of these acquired assets and assumed liabilities. The Company believes the separately identifiable intangibles include non-compete agreements, production backlogs, and trademarks. Since the valuations of these intangibles have not been finalized, the amortization expense recorded for these intangibles was estimated for all periods presented in these unaudited condensed consolidated financial statements. | |||||||||||||||||
In thousands | Amount | ||||||||||||||||
Assets: | |||||||||||||||||
Cash | $ | 367 | |||||||||||||||
Accounts receivable | 1,466 | ||||||||||||||||
Costs in excess of billings on uncompleted contracts | 1,517 | ||||||||||||||||
Inventory | 1,690 | ||||||||||||||||
Other current assets | 176 | ||||||||||||||||
Total current assets | 5,216 | ||||||||||||||||
Property and equipment | 168 | ||||||||||||||||
Intangibles | 4,630 | ||||||||||||||||
Goodwill | 9,658 | ||||||||||||||||
Other assets | 555 | ||||||||||||||||
Total assets acquired | $ | 20,227 | |||||||||||||||
Liabilities: | |||||||||||||||||
Accounts payable | $ | 3,086 | |||||||||||||||
Accrued liabilities | 753 | ||||||||||||||||
Billings in excess of costs on uncompleted contracts | 1,552 | ||||||||||||||||
Deferred revenue and other current liabilities | 36 | ||||||||||||||||
Total current liabilities | 5,427 | ||||||||||||||||
Other liabilities | 3,207 | ||||||||||||||||
Total liabilities assumed | 8,634 | ||||||||||||||||
Total provisional purchase consideration transferred | $ | 11,593 | |||||||||||||||
The estimated acquired intangibles, based on preliminary third-party valuation studies, are comprised of a customer-related intangible, production backlog, of $2.86 million, and marketing-related intangibles, such as trademarks of $1.24 million and a non-compete agreement of $0.13 million, the fair values of which were preliminarily estimated using traditional discounted future cash flow models. The preliminary estimated useful lives assigned to these intangibles are as follows: production backlog – 12 months; trademarks – 120 months; and non-compete agreement – 24 months. The production backlog and non-compete agreement intangibles are amortized on a straight-line basis and the trademarks are amortized as their benefits are realized based on discounted future cash flow analyses. | |||||||||||||||||
The Company has included Sunetric’s financial results in its condensed consolidated financial statements from May 14, 2014. Consequentially, $6.9 million of net revenue and $1.5 million of net losses attributable to Sunetric are included in our condensed consolidated statement of operations for the three and nine months ended September 30, 2014. | |||||||||||||||||
The following is supplemental unaudited interim pro forma information for the Mercury and Sunetric acquisitions as if the Company had issued 11.6 million shares of its Class A common stock to acquire these businesses on January 1, 2013. Pro forma net losses reflect, among other adjustments, the following significant adjustments: | |||||||||||||||||
1) | Decreased by $872,000 and $1,309,000 for the three and nine months ended September 30, 2014 respectively, to remove historical amortization expense related to acquired intangibles; | ||||||||||||||||
2) | Increased by $65,000 and $1,005,000 for the three months ended September 30, 2014 and 2013, respectively, and $194,000 and $3,015,000 for the nine months ended September 30, 2014 and 2013, respectively, to reflect pro forma amortization expense related to acquired intangibles; and | ||||||||||||||||
3) | Decreased by $81,000 and $2,516,000 for the three and nine months ended September 30, 2014, to exclude historical 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 these acquisitions on our historical financial information. | |||||||||||||||||
Supplemental Pro Forma (Unaudited) | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
(in thousands, except per share data) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Net revenue | $ | 33,309 | $ | 46,354 | $ | 90,632 | $ | 105,466 | |||||||||
Net loss (a) | $ | (3,861 | ) | $ | (3,201 | ) | $ | (36,983 | ) | $ | (12,985 | ) | |||||
Net loss per share – basic and diluted | $ | (0.07 | ) | $ | (0.08 | ) | $ | (0.75 | ) | $ | (0.33 | ) | |||||
a) | The net loss for the three and nine months ended September 30, 2014 includes $1.3 million and $20.1 million, respectively, of goodwill and other asset impairment charges. See Note 12. Goodwill and Other Asset Impairments. |
Goodwill_and_Other_Asset_Impai
Goodwill and Other Asset Impairments | 9 Months Ended |
Sep. 30, 2014 | |
Goodwill and Other Asset Impairments | ' |
12. Goodwill and Other Asset Impairments | |
Due to the continuing significant losses generated by, and the forecast for, the Company’s commercial segment, the Company performed impairment analyses of its goodwill and other intangibles. Based on discounted future cash flows valuation analyses, as adjusted by judgmental qualitative factors (level 3 of the fair value hierarchy), the Company determined that all of the Mercury preliminary estimated goodwill and intangibles of $18.1 million and $0.3 million, respectively, plus $0.4 million of the Syndicated goodwill related to its commercial operations were impaired at June 30, 2014. On September 30, 2014, the Company committed to a strategic shift of its business resulting in a plan to sell certain net assets and rights comprising its large commercial installations business, resulting in the commercial segment impairment charges of $18.8 million to be recorded in loss/gain from discontinued operations, net of tax for the nine months ended September 30, 2014. | |
During the three months ended September 30, 2014, an assessment of the fair value of the Hopland, California store and decision by the Board of Directors to sell the retail and catalog business (see Notes 5 and 15, Related Party Transactions and Subsequent Event) resulted in an adjustment to and the impairment of assets totaling $1.3 million. Accordingly, impairment charges of $1.3 million were reported in goodwill and other asset impairments on the Company’s condensed consolidated statements of operations for the three and nine months ended September 30, 2014. |
Segment_Information
Segment Information | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Segment Information | ' | ||||||||||||||||
13. Segment Information | |||||||||||||||||
On September 30, 2014, the Company discontinued its entire former Commercial segment. As a result of this major strategic shift, the Company now operates as three reportable segments: (1) Residential – the installation of solar systems for homeowners, including lease financing thereof, and for small businesses (small commercial) in the continental U.S.; (2) Sunetric – the installation of solar systems for both homeowners and small business owners (small commercial) in Hawaii; and (3) Other – retail store and corporate operations; however, see Note 15 for subsequent sale of this segment. | |||||||||||||||||
Financial information for the Company’s segments and a reconciliation of the total of the reportable segments’ income (loss) from operations (measures of profit or loss) to the Company’s consolidated net loss are as follows: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
(in thousands) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Net revenue: | |||||||||||||||||
Residential | $ | 14,358 | $ | 15,425 | $ | 43,573 | $ | 36,903 | |||||||||
Sunetric | 3,803 | — | 6,875 | — | |||||||||||||
Other | 739 | 1,215 | 1,854 | 2,681 | |||||||||||||
Consolidated net revenue | 18,900 | 16,640 | 52,302 | 39,584 | |||||||||||||
Income (loss) from operations: | |||||||||||||||||
Residential | (3,393 | ) | 185 | (10,123 | ) | (902 | ) | ||||||||||
Sunetric | (1,396 | ) | — | (1,580 | ) | — | |||||||||||
Other | (4,455 | ) | (3,093 | ) | (8,695 | ) | (8,698 | ) | |||||||||
Consolidated loss from continuing operations | (9,244 | ) | (2,908 | ) | (20,398 | ) | (9,600 | ) | |||||||||
Reconciliation of consolidated loss from operations to consolidated net loss: | |||||||||||||||||
Interest and other expense, net | (340 | ) | (243 | ) | (795 | ) | (880 | ) | |||||||||
Change in valuation of warrants | 6,789 | (402 | ) | 8,204 | 78 | ||||||||||||
Income tax expense/(benefit) | (287 | ) | 8 | (1,496 | ) | 17 | |||||||||||
(Loss)/gain from discontinued operations, net of tax | (2,242 | ) | 1,467 | (29,439 | ) | 1,623 | |||||||||||
Net loss | $ | (4,750 | ) | $ | (2,094 | ) | $ | (40,932 | ) | $ | (8,796 | ) | |||||
The following is a reconciliation of reportable segments’ assets to the Company’s consolidated total assets. The Other segment includes certain unallocated corporate amounts. | |||||||||||||||||
(in thousands) | September 30, 2014 | December 31, 2013 | |||||||||||||||
Total assets – continuing operations: | |||||||||||||||||
Residential | $ | 21,780 | $ | 21,588 | |||||||||||||
Sunetric | 19,487 | — | |||||||||||||||
Other | 2,371 | 15,603 | |||||||||||||||
$ | 43,638 | $ | 37,191 | ||||||||||||||
Total assets – discontinued operations: | |||||||||||||||||
Commercial | 13,711 | 6,577 | |||||||||||||||
$ | 13,711 | $ | 6,577 | ||||||||||||||
$ | 57,349 | $ | 43,768 | ||||||||||||||
Discontinued_Operations
Discontinued Operations | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Discontinued Operations | ' | ||||||||||||||||
14. Discontinued Operations | |||||||||||||||||
On September 30, 2014, the Company committed to a plan to sell certain net assets and rights comprising its large commercial installations business, otherwise known as its former Commercial segment, and focus its efforts and resources of its Residential and Sunetric segments. This represents a strategic shift that will have a major effect on the Company’s operations and financial results. The Company will continue with in-process large commercial installations, but will not accept any new contracts and will commence various other exit activities. The company has entered into a contract to sell portions of its commercial pipeline for cash, with the consideration to be paid dependent upon the completion of the buyer’s due diligence. | |||||||||||||||||
Accordingly, the assets and liabilities, operating results, and operating and investing activities cash flows for the former Commercial segment are presented as a discontinued operation separate from the Company’s continuing operations, for all periods presented in these consolidated financial statements and footnotes, unless indicated otherwise. | |||||||||||||||||
The following is a reconciliation of the major line items constituting pretax loss of discontinued operations to the after-tax loss of discontinued operations that are presented in the condensed consolidated statements of operations as indicated: | |||||||||||||||||
For the Three Months Ended | For the Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
(in thousands) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Major line items constituting pretax loss of discontinued operations: | |||||||||||||||||
Net revenue | $ | 14,409 | $ | 17,343 | $ | 38,329 | $ | 31,857 | |||||||||
Cost of goods sold | 13,018 | 14,997 | 37,098 | 27,469 | |||||||||||||
Selling and operating (a) | 3,253 | 870 | 6,699 | 2,730 | |||||||||||||
General and administrative (b) | 277 | — | 3,065 | — | |||||||||||||
Depreciation and amortization | 81 | 9 | 500 | 35 | |||||||||||||
Acquisition related costs | 22 | 1640 | |||||||||||||||
Goodwill and other asset impairments | — | — | 18,766 | — | |||||||||||||
Pretax (loss)/gain of discontinued operations | (2,242 | ) | 1,467 | (29,439 | ) | 1,623 | |||||||||||
Income tax benefit | — | — | — | — | |||||||||||||
(Loss)/gain on discontinued operations | $ | (2,242 | ) | $ | 1,467 | $ | (29,439 | ) | $ | 1,623 | |||||||
(a) | Included in the selling and operating expense for the three and nine months ended September 30, 2014 is $1.2 million related to the write-off of a certain account receivable. | ||||||||||||||||
(b) | Included in the general and administrative costs for the nine months ended September 30, 2014 is $1.6 million of share based compensation expense. | ||||||||||||||||
The following is a reconciliation of the carrying amounts of major classes of assets and liabilities of the discontinued operations to the total assets and liabilities of the discontinued operations presented separately in the condensed consolidated balance sheets as indicated: | |||||||||||||||||
(in thousands) | September 30, | December 31, | |||||||||||||||
2014 | 2013 | ||||||||||||||||
Carrying amounts of major classes of assets included as part of discontinued operations: | |||||||||||||||||
Current assets: | |||||||||||||||||
Accounts receivable, net | 5,176 | 1,270 | |||||||||||||||
Costs in excess of billings on uncompleted contracts | 4,472 | 4,556 | |||||||||||||||
Inventory, net | 2,492 | 314 | |||||||||||||||
Deferred costs on uncompleted contracts | 97 | 103 | |||||||||||||||
Other current assets | 175 | — | |||||||||||||||
Total major classes of current assets of the discontinued operations | 12,412 | 6,243 | |||||||||||||||
Noncurrent assets: | |||||||||||||||||
Property and equipment, net | 261 | 334 | |||||||||||||||
Total major classes of noncurrent assets of the discontinued operations | 261 | 334 | |||||||||||||||
Other noncurrent assets | 1,039 | — | |||||||||||||||
Total noncurrent assets of discontinued operations | 1,300 | 334 | |||||||||||||||
Total assets of the discontinued operations in the balance sheet | $ | 13,712 | $ | 6,577 | |||||||||||||
Carrying amounts of major classes of liabilities included as part of discontinued operations: | |||||||||||||||||
Current liabilities: | |||||||||||||||||
Accounts payable | 8,427 | 7,429 | |||||||||||||||
Accrued liabilities | 1,446 | 628 | |||||||||||||||
Billings in excess of costs on uncompleted contracts | 673 | 395 | |||||||||||||||
Deferred revenue and other current liabilities | 235 | ||||||||||||||||
Total current liabilities of discontinued operations | 10,781 | 8,452 | |||||||||||||||
Noncurrent liabilities: | |||||||||||||||||
Other liabilities | 578 | — | |||||||||||||||
Total major classes of noncurrent liabilities of the discontinued operations | 578 | — | |||||||||||||||
Total liabilities of the discontinued operations in the balance sheet | $ | 11,359 | $ | 8,452 | |||||||||||||
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2014 | |
Subsequent Events | ' |
15. Subsequent Events | |
On October 30, 2014, the Board of Directors approved the sale of its retail and catalog business on or around November 30, 2014 (see Note 15, Subsequent Events) to a purchaser group led by John Schaeffer, a member of the Board of Directors (“the Buyer”). The retail and catalogue business has not been profitable and was not projected to be cash flow positive in the near future. Terms of the sale include the transfer of real estate, inventory, retail, and distribution business located in Hopland, California, with a book value of $2.3 million for $1.0 million; and in the event the Hopland business, or any material asset thereof is sold within one year following the closing date, the Buyer will remit to RGS, 50% of the net profits realized. As of September 30, 2014, the Company recorded an impairment charge related primarily to real property and inventory of $1.3 million. | |
On November 19, 2014, the Company obtained a waiver for non-compliance as of September 30, 2014 in a reduced EBITDA-based financial covenant through December 31, 2014 (the “Seventh Loan Modification Agreement”) with SVB. The Seventh Loan Modification Agreement reduces the borrowing availability from $6.5 million to $5.5 and the borrowing base is reduced to 75% of eligible accounts receivable less $1.0 million. As of September 30, 2014, the Company had outstanding borrowings under the revolving line of credit of $4.8 million. See Note 4. | |
As of November 5, 2014, the Company has entered into a contract to sell portions of its commercial pipeline for cash, with consideration to be paid dependent upon the completion of the buyers due diligence. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 9 Months Ended | ||||||||||||||||||||||||||||||||
Sep. 30, 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. | |||||||||||||||||||||||||||||||||
Certain amounts in the 2013 financial statements have been reclassified to conform to the current year presentation. | |||||||||||||||||||||||||||||||||
Goodwill and Intangibles | ' | ||||||||||||||||||||||||||||||||
Goodwill and Intangibles | |||||||||||||||||||||||||||||||||
The following table sets forth the changes in goodwill for the period December 31, 2013 through September 30, 2014 by segment. | |||||||||||||||||||||||||||||||||
(in thousands) | Residential | Sunetric | Total | ||||||||||||||||||||||||||||||
Segment | Segment | ||||||||||||||||||||||||||||||||
Balance at December 31, 2013 | $ | 1,867 | $ | 442 | $ | 1,867 | |||||||||||||||||||||||||||
Adjustment (a) | (130 | ) | (130 | ) | |||||||||||||||||||||||||||||
Acquisitions (b) | — | 9,658 | 9,658 | ||||||||||||||||||||||||||||||
Impairments (c) | (399 | ) | 43 | ||||||||||||||||||||||||||||||
Balance at September 30, 2014 | $ | 1,338 | $ | 10,100 | $ | 11,438 | |||||||||||||||||||||||||||
(a) | On May 12, 2014, the terms of the purchase agreement for certain net assets of Syndicated were amended to, among other things, reduce the number of shares of the Company’s Class A common stock given as consideration from 400,000 to 325,140, resulting in a reduction in goodwill of $0.2 million based on the closing market price of the Company’s stock on August 8, 2013, the date immediately prior to when the Company took financial control of the net assets. Additionally, during June 2014, the Company reduced the fair value of tangible assets acquired by $0.1 million due to a change in estimated acquisition date fair value. See Note 11. Business Combinations. See Note 12. Goodwill and Other Asset Impairments. On September 30, 2014 the Company recorded and income tax benefit related to Sunetric. | ||||||||||||||||||||||||||||||||
(b) | Represents preliminary estimated goodwill of $9.7 million related to the acquisitions of Elemental Energy LLC, doing business as Sunetric (“Sunetric”). See Note 11. Business Combinations. | ||||||||||||||||||||||||||||||||
(c) | On June 30, 2014, the Company impaired $0.4 million of the Syndicated goodwill related to its small commercial operations. | ||||||||||||||||||||||||||||||||
The following table represents intangibles subject to amortization by major class at September 30, 2014 and December 31, 2013. | |||||||||||||||||||||||||||||||||
(in thousands) | September 30, | December 31, | |||||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||||||
Customer-related: | |||||||||||||||||||||||||||||||||
Gross carrying amount | $ | 4,840 | 1,080 | ||||||||||||||||||||||||||||||
Accumulated amortization | (2,803 | ) | (600 | ) | |||||||||||||||||||||||||||||
$ | 2,037 | 480 | |||||||||||||||||||||||||||||||
Marketing-related: | |||||||||||||||||||||||||||||||||
Gross carrying amount | $ | 1,370 | — | ||||||||||||||||||||||||||||||
Accumulated amortization | (86 | ) | — | ||||||||||||||||||||||||||||||
$ | 1,284 | — | |||||||||||||||||||||||||||||||
Total intangibles | 3,321 | 480 | |||||||||||||||||||||||||||||||
The amortization periods range from 12 to 120 months. Amortization expense was $0.9 million and zero for the three months ended September 30, 2014 and 2013, respectively, and $1.8 million and zero for the nine months ended September 30, 2014 and 2013, respectively. On June 30, 2014, the Company impaired $0.3 million of the customer-related intangibles. See Note 12. Goodwill and Other Asset Impairments. | |||||||||||||||||||||||||||||||||
Common Stock Warrant Liability | ' | ||||||||||||||||||||||||||||||||
Common Stock Warrant Liability | |||||||||||||||||||||||||||||||||
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. Certain of the Company’s warrants are accounted for as liabilities due to provisions either allowing the warrant holder to request redemption, at the intrinsic value of the warrant, upon a change of control and/or providing for an adjustment to the number of shares of the Company’s Class A common stock underlying the warrants and the exercise price in connection with dilutive future funding transactions. The Company classifies these derivative liabilities on the condensed consolidated balance sheets as long term liabilities, which are revalued at each balance sheet date subsequent to their initial issuance. The Company used a Monte Carlo pricing model to value these 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 | June 6, 2014 | July 9, 2014 | ||||||||||||||||||||||||||||||
At Issuance (a) | September 30, | At Issuance | September 30, | At Issuance | September 30, | At Issuance | September 30, | ||||||||||||||||||||||||||
2014 (a) | 2014 | 2014 | 2014 | ||||||||||||||||||||||||||||||
Exercise price | $ | 2.75 | $ | 2.45 | $ | 3.41 | $ | 3.41 | $ | 2.36 | $ | 2.36 | $ | 3.19 | $ | 3.19 | |||||||||||||||||
Class A common stock closing market price | $ | 2.7 | $ | 1.72 | $ | 3.4 | $ | 1.72 | $ | 2.35 | $ | 1.72 | $ | 2.55 | $ | 1.72 | |||||||||||||||||
Risk-free rate (b) | 1.03 | % | 1.32 | % | 1.54 | % | 1.66 | % | 2.18 | % | 2.14 | % | 1.79 | % | 1.85 | % | |||||||||||||||||
Market price volatility | 102.37 | % | 109.12 | % | 102.37 | % | 100.23 | % | 101.72 | % | 100.71 | % | 99.69 | % | 97.02 | % | |||||||||||||||||
Expected average term of warrants (years) | 5 | 3.73 | 5.5 | 4.69 | 7 | 6.68 | 5.5 | 5.35 | |||||||||||||||||||||||||
Expected dividend yield | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||||||||||
Probability of change in control | 15 | % | 15 | % | 15 | % | 15 | % | 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 shares of the Company’s Class A common stock underlying the warrants 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. Then, related to the July 9, 2014 warrant issuance, the previously adjusted exercise price was adjusted again to $2.45 and the number of warrants issued was increased by another 31,859 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. | ||||||||||||||||||||||||||||||||
To reflect changes in the fair values of its outstanding warrants, the Company recorded to its common stock warrant liability, net noncash changes of approximately $6.8 million decrease and $0.4 million increase during the three months ended September 30, 2014 and 2013, respectively, and noncash decreases of $8.2 million and $0.1 million during the nine months ended September 30, 2014 and 2013, respectively. 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 or expiration, with a credit to additional paid-in capital. | |||||||||||||||||||||||||||||||||
The table below summarizes the Company’s warrant activity for the nine months ended September 30, 2014: | |||||||||||||||||||||||||||||||||
(In thousands, except number of warrants) | Original Warrant Issuance Date | ||||||||||||||||||||||||||||||||
June 3, 2013 | November 15, 2013 | June 6, 2014 | July 9, 2014 | Total | |||||||||||||||||||||||||||||
Value of warrants at December 31, 2013 | $ | 3,717 | $ | 11,354 | $ | — | $ | — | $ | 15,071 | |||||||||||||||||||||||
Value of warrants issued | — | — | 123 | 1,957 | 2,080 | ||||||||||||||||||||||||||||
Changes in fair value, net | (1,515 | ) | (5,938 | ) | (43 | ) | (709 | ) | (8,204 | ) | |||||||||||||||||||||||
Value of warrants exercised and reclassified to equity | (622 | ) | — | — | — | (622 | ) | ||||||||||||||||||||||||||
Value of warrants at September 30, 2014 | $ | 1,580 | $ | 5,416 | $ | 80 | $ | 1,248 | $ | 8,325 | |||||||||||||||||||||||
Warrants outstanding at December 31, 2013 | 1,655,103 | 5,015,000 | — | — | 6,670,103 | ||||||||||||||||||||||||||||
Issuances | — | — | 82,627 | 1,313,686 | 1,396,313 | ||||||||||||||||||||||||||||
Anti-dilution adjustments | 31,859 | — | — | — | 31,859 | ||||||||||||||||||||||||||||
Exercises | (167,262 | ) | — | — | — | (167,262 | ) | ||||||||||||||||||||||||||
Warrants outstanding at September 30, 2014 | 1,519,700 | 5,015,000 | 82,627 | 1,313,686 | 7,931,013 | ||||||||||||||||||||||||||||
Certain of 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 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 change in valuation of warrants. | |||||||||||||||||||||||||||||||||
Recently Issued Accounting Standards | ' | ||||||||||||||||||||||||||||||||
Recently Issued Accounting Standards | |||||||||||||||||||||||||||||||||
ASU 2014-08 | |||||||||||||||||||||||||||||||||
On April 10, 2014, the FASB issued Accounting Standards Update No. 2014-08 (“ASU 2014-08”), Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in the ASU change the criteria for reporting discontinued operations while enhancing disclosures in this area. It also addresses sources of confusion and inconsistent application related to financial reporting of discontinued operations guidance in U.S. GAAP. | |||||||||||||||||||||||||||||||||
Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have a major effect on the organization’s operations and financial results. Examples include a disposal of a major geographic area, a major line of business, or a major equity method investment. | |||||||||||||||||||||||||||||||||
In addition, the new guidance requires expanded disclosures about discontinued operations that will provide financial users with more information about the assets, liabilities, income, and expenses of discontinued operations. The new guidance also requires disclosure of the pre-tax income attributable to a disposal of a significant part of an organization that does not qualify for discontinued operations reporting. This disclosure will provide users with information about the ongoing trends in a reporting organization’s results from continuing operations. | |||||||||||||||||||||||||||||||||
The amendments in ASU 2014-08 are effective for the Company in the first quarter of 2015. The Company has early adopted ASU 2014-08, as permitted on a prospective basis, applying its guidance to the Company’s discontinued operation occurring on September 30, 2014. | |||||||||||||||||||||||||||||||||
ASU 2014-09 | |||||||||||||||||||||||||||||||||
On May 28, 2014, the FASB issued Accounting Standards Update No. 2014-09 (“ASU 2014-09”), which created Topic 606, Revenue From Contracts With Customers (“Topic 606”) and superseded the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific revenue recognition guidance. In addition, ASU 2014-09 superseded the cost guidance in Subtopic 605-35, Revenue Recognition—Construction-Type and Production-Type Contracts, and created new Subtopic 340-40, Other Assets and Deferred Costs—Contracts with Customers. In summary, the core principle of Topic 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. | |||||||||||||||||||||||||||||||||
Step 1: Identify the contract(s) with a customer. | |||||||||||||||||||||||||||||||||
Step 2: Identify the performance obligations in the contract. | |||||||||||||||||||||||||||||||||
Step 3: Determine the transaction price. | |||||||||||||||||||||||||||||||||
Step 4: Allocate the transaction price to the performance obligations in the contract. | |||||||||||||||||||||||||||||||||
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. | |||||||||||||||||||||||||||||||||
The amendments in ASU 2014-09 are effective for the Company on January 1, 2017. The Company is assessing the impact of ASU 2014-09 on its consolidated financial statements. | |||||||||||||||||||||||||||||||||
ASU 2014-15 | |||||||||||||||||||||||||||||||||
On August 27, 2014, the FASB issued Accounting Standards Update No. 2014-15 (“ASU 2014-15”), Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. | |||||||||||||||||||||||||||||||||
Under GAAP, financial statements are prepared with the presumption that the reporting organization will continue to operate as a going concern, except in limited circumstances. Financial reporting under this presumption is commonly referred to as the going concern basis of accounting. The going concern basis of accounting is critical to financial reporting because it establishes the fundamental basis for measuring and classifying assets and liabilities. | |||||||||||||||||||||||||||||||||
Currently, GAAP lacks guidance about management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern or to provide related footnote disclosures. ASU 2014-15 provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. | |||||||||||||||||||||||||||||||||
The amendments in ASU 2014-15 are effective for the Company on January 1, 2017, with early application permitted for unissued financial statements. The Company is currently assessing the impact of ASU 2014-15 on its consolidated financial statements. |
Significant_Accounting_Policie2
Significant Accounting Policies (Tables) | 9 Months Ended | ||||||||||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||||||||||
Summary of Changes in Goodwill | ' | ||||||||||||||||||||||||||||||||
The following table sets forth the changes in goodwill for the period December 31, 2013 through September 30, 2014 by segment. | |||||||||||||||||||||||||||||||||
(in thousands) | Residential | Sunetric | Total | ||||||||||||||||||||||||||||||
Segment | Segment | ||||||||||||||||||||||||||||||||
Balance at December 31, 2013 | $ | 1,867 | $ | 442 | $ | 1,867 | |||||||||||||||||||||||||||
Adjustment (a) | (130 | ) | (130 | ) | |||||||||||||||||||||||||||||
Acquisitions (b) | — | 9,658 | 9,658 | ||||||||||||||||||||||||||||||
Impairments (c) | (399 | ) | 43 | ||||||||||||||||||||||||||||||
Balance at September 30, 2014 | $ | 1,338 | $ | 10,100 | $ | 11,438 | |||||||||||||||||||||||||||
(a) | On May 12, 2014, the terms of the purchase agreement for certain net assets of Syndicated were amended to, among other things, reduce the number of shares of the Company’s Class A common stock given as consideration from 400,000 to 325,140, resulting in a reduction in goodwill of $0.2 million based on the closing market price of the Company’s stock on August 8, 2013, the date immediately prior to when the Company took financial control of the net assets. Additionally, during June 2014, the Company reduced the fair value of tangible assets acquired by $0.1 million due to a change in estimated acquisition date fair value. See Note 11. Business Combinations. See Note 12. Goodwill and Other Asset Impairments. On September 30, 2014 the Company recorded and income tax benefit related to Sunetric. | ||||||||||||||||||||||||||||||||
(b) | Represents preliminary estimated goodwill of $9.7 million related to the acquisitions of Elemental Energy LLC, doing business as Sunetric (“Sunetric”). See Note 11. Business Combinations. | ||||||||||||||||||||||||||||||||
(c) | On June 30, 2014, the Company impaired $0.4 million of the Syndicated goodwill related to its small commercial operations. | ||||||||||||||||||||||||||||||||
Summary of Intangibles Subject to Amortization by Major Class | ' | ||||||||||||||||||||||||||||||||
The following table represents intangibles subject to amortization by major class at September 30, 2014 and December 31, 2013. | |||||||||||||||||||||||||||||||||
(in thousands) | September 30, | December 31, | |||||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||||||
Customer-related: | |||||||||||||||||||||||||||||||||
Gross carrying amount | $ | 4,840 | 1,080 | ||||||||||||||||||||||||||||||
Accumulated amortization | (2,803 | ) | (600 | ) | |||||||||||||||||||||||||||||
$ | 2,037 | 480 | |||||||||||||||||||||||||||||||
Marketing-related: | |||||||||||||||||||||||||||||||||
Gross carrying amount | $ | 1,370 | — | ||||||||||||||||||||||||||||||
Accumulated amortization | (86 | ) | — | ||||||||||||||||||||||||||||||
$ | 1,284 | — | |||||||||||||||||||||||||||||||
Total intangibles | 3,321 | 480 | |||||||||||||||||||||||||||||||
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 | June 6, 2014 | July 9, 2014 | ||||||||||||||||||||||||||||||
At Issuance (a) | September 30, | At Issuance | September 30, | At Issuance | September 30, | At Issuance | September 30, | ||||||||||||||||||||||||||
2014 (a) | 2014 | 2014 | 2014 | ||||||||||||||||||||||||||||||
Exercise price | $ | 2.75 | $ | 2.45 | $ | 3.41 | $ | 3.41 | $ | 2.36 | $ | 2.36 | $ | 3.19 | $ | 3.19 | |||||||||||||||||
Class A common stock closing market price | $ | 2.7 | $ | 1.72 | $ | 3.4 | $ | 1.72 | $ | 2.35 | $ | 1.72 | $ | 2.55 | $ | 1.72 | |||||||||||||||||
Risk-free rate (b) | 1.03 | % | 1.32 | % | 1.54 | % | 1.66 | % | 2.18 | % | 2.14 | % | 1.79 | % | 1.85 | % | |||||||||||||||||
Market price volatility | 102.37 | % | 109.12 | % | 102.37 | % | 100.23 | % | 101.72 | % | 100.71 | % | 99.69 | % | 97.02 | % | |||||||||||||||||
Expected average term of warrants (years) | 5 | 3.73 | 5.5 | 4.69 | 7 | 6.68 | 5.5 | 5.35 | |||||||||||||||||||||||||
Expected dividend yield | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||||||||||
Probability of change in control | 15 | % | 15 | % | 15 | % | 15 | % | 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 shares of the Company’s Class A common stock underlying the warrants 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. Then, related to the July 9, 2014 warrant issuance, the previously adjusted exercise price was adjusted again to $2.45 and the number of warrants issued was increased by another 31,859 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 Company’s warrant activity for the nine months ended September 30, 2014: | |||||||||||||||||||||||||||||||||
(In thousands, except number of warrants) | Original Warrant Issuance Date | ||||||||||||||||||||||||||||||||
June 3, 2013 | November 15, 2013 | June 6, 2014 | July 9, 2014 | Total | |||||||||||||||||||||||||||||
Value of warrants at December 31, 2013 | $ | 3,717 | $ | 11,354 | $ | — | $ | — | $ | 15,071 | |||||||||||||||||||||||
Value of warrants issued | — | — | 123 | 1,957 | 2,080 | ||||||||||||||||||||||||||||
Changes in fair value, net | (1,515 | ) | (5,938 | ) | (43 | ) | (709 | ) | (8,204 | ) | |||||||||||||||||||||||
Value of warrants exercised and reclassified to equity | (622 | ) | — | — | — | (622 | ) | ||||||||||||||||||||||||||
Value of warrants at September 30, 2014 | $ | 1,580 | $ | 5,416 | $ | 80 | $ | 1,248 | $ | 8,325 | |||||||||||||||||||||||
Warrants outstanding at December 31, 2013 | 1,655,103 | 5,015,000 | — | — | 6,670,103 | ||||||||||||||||||||||||||||
Issuances | — | — | 82,627 | 1,313,686 | 1,396,313 | ||||||||||||||||||||||||||||
Anti-dilution adjustments | 31,859 | — | — | — | 31,859 | ||||||||||||||||||||||||||||
Exercises | (167,262 | ) | — | — | — | (167,262 | ) | ||||||||||||||||||||||||||
Warrants outstanding at September 30, 2014 | 1,519,700 | 5,015,000 | 82,627 | 1,313,686 | 7,931,013 | ||||||||||||||||||||||||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 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 September 30, 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 | $ | 8,325 | $ | — | $ | — | $ | 8,325 | |||||||||
Reconciliation of Common Stock Warrant Liability Measured at Fair Value on Recurring Basis | ' | ||||||||||||||||
The following table shows the reconciliation from the beginning to the ending balance for the Company’s common stock warrant liability measured at fair value on a recurring basis using significant unobservable inputs (i.e. Level 3) for the nine months ended September 30, 2014: | |||||||||||||||||
(in thousands) | Fair Value | ||||||||||||||||
Measurements | |||||||||||||||||
Using Significant | |||||||||||||||||
Unobservable | |||||||||||||||||
Inputs | |||||||||||||||||
Fair value of common stock warrant liability at December 31, 2013 | $ | 15,071 | |||||||||||||||
Issuance of common stock warrants | 2,080 | ||||||||||||||||
Exercise of common stock warrants | (622 | ) | |||||||||||||||
Change in the fair value of common stock warrant liability, net | (8,204 | ) | |||||||||||||||
Fair value of common stock warrant liability at September 30, 2014 | $ | 8,325 | |||||||||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Future Minimum Lease Payments | ' | ||||
The following schedule represents the remaining future minimum payments of all leases as of September 30, 2014: | |||||
(in thousands) | Years Ending | ||||
December 31, | |||||
2014 | $ | 469 | |||
2015 | 1,321 | ||||
2016 | 800 | ||||
2017 | 175 | ||||
2018 | 51 | ||||
$ | 2,816 | ||||
Shareholders_Equity_Tables
Shareholders' Equity (Tables) | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Shares of Class A Common Stock for Future Issuance | ' | ||||
At September 30, 2014, the Company had the following shares of Class A common stock reserved for future issuance: | |||||
Stock options outstanding under incentive plans | 3,083,590 | ||||
Stock options outstanding under plans not approved by security holders | 90,000 | ||||
Sunetric – provisional purchase consideration to be transferred | 604,711 | ||||
Common stock warrants outstanding - derivative liability | 7,931,013 | ||||
Common stock warrants outstanding - equity security | 70,000 | ||||
Total shares reserved for future issuance | 11,779,314 | ||||
Net_Loss_Per_Share_Tables
Net Loss Per Share (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 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 | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
(in thousands, except per share data) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Net loss: | |||||||||||||||||
Loss from continuing operations | $ | (2,508 | ) | $ | (3,561 | ) | $ | (11,493 | ) | $ | (10,419 | ) | |||||
(Loss)/gain from discontinued operations | (2,242 | ) | 1,467 | (29,439 | ) | 1,623 | |||||||||||
Net loss | $ | (4,750 | ) | $ | (2,094 | ) | $ | (40,932 | ) | $ | (8,796 | ) | |||||
Weighted average shares for basic and diluted net loss per share: | |||||||||||||||||
Weighted average shares for basic net loss per share | 51,055 | 30,044 | 46,599 | 28,276 | |||||||||||||
Effect of dilutive securities - weighted average of stock options, restricted stock awards, and warrants | — | — | — | — | |||||||||||||
Weighted average shares for basic and diluted net loss per share | 51,055 | 30,044 | 46,599 | 28,276 | |||||||||||||
Net loss per share – basic and diluted: | |||||||||||||||||
Loss from continuing operations | $ | (0.05 | ) | $ | (0.12 | ) | $ | (0.25 | ) | $ | (0.37 | ) | |||||
Loss from discontinued operations | (0.04 | ) | 0.05 | (0.63 | ) | 0.06 | |||||||||||
Net loss | $ | (0.09 | ) | $ | (0.07 | ) | $ | (0.88 | ) | $ | (0.31 | ) | |||||
Business_Combinations_Tables
Business Combinations (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Supplemental Pro Forma | ' | ||||||||||||||||
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 these acquisitions on our historical financial information. | |||||||||||||||||
Supplemental Pro Forma (Unaudited) | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
(in thousands, except per share data) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Net revenue | $ | 33,309 | $ | 46,354 | $ | 90,632 | $ | 105,466 | |||||||||
Net loss (a) | $ | (3,861 | ) | $ | (3,201 | ) | $ | (36,983 | ) | $ | (12,985 | ) | |||||
Net loss per share – basic and diluted | $ | (0.07 | ) | $ | (0.08 | ) | $ | (0.75 | ) | $ | (0.33 | ) | |||||
a) | The net loss for the three and nine months ended September 30, 2014 includes $1.3 million and $20.1 million, respectively, of goodwill and other asset impairment charges. See Note 12. Goodwill and Other Asset Impairments. | ||||||||||||||||
Mercury Energy, Inc | ' | ||||||||||||||||
Allocation of Purchase Price | ' | ||||||||||||||||
The amounts in the table below represent the preliminary allocation of the provisional purchase consideration transferred and are allocated to Mercury’s assets and liabilities based on their estimated fair value as of January 14, 2014. The final determinations of the purchase consideration transferred allocations may be significantly different from the preliminary estimates used in these unaudited condensed consolidated financial statements. Changes to separately identified tangible and intangible assets and liabilities may result in corresponding adjustments to goodwill. The Company utilized a third-party valuation study to value these acquired assets and assumed liabilities. | |||||||||||||||||
In thousands | Amount | ||||||||||||||||
Assets: | |||||||||||||||||
Cash | $ | 11,773 | |||||||||||||||
Accounts receivable | 1,817 | ||||||||||||||||
Costs in excess of billings on uncompleted contracts | 2,513 | ||||||||||||||||
Inventory | 1,535 | ||||||||||||||||
Deferred costs on uncompleted contracts | 253 | ||||||||||||||||
Other current assets | 315 | ||||||||||||||||
Total current assets | 18,206 | ||||||||||||||||
Property and equipment | 399 | ||||||||||||||||
Intangibles (a) | 500 | ||||||||||||||||
Goodwill (a) | 18,096 | ||||||||||||||||
Other assets | 554 | ||||||||||||||||
Total assets acquired | $ | 37,755 | |||||||||||||||
Liabilities: | |||||||||||||||||
Accounts payable | $ | 5,499 | |||||||||||||||
Accrued liabilities | 733 | ||||||||||||||||
Billings in excess of costs on uncompleted contracts | 1,728 | ||||||||||||||||
Deferred revenue and other current liabilities | 70 | ||||||||||||||||
Total current liabilities | 8,030 | ||||||||||||||||
Accrued liabilities | 601 | ||||||||||||||||
Total liabilities assumed | 8,631 | ||||||||||||||||
Total provisional purchase consideration transferred | $ | 29,124 | |||||||||||||||
(a) | The preliminary estimated goodwill and intangibles related to this acquisition were completely impaired on June 30, 2014. See Note 12. Goodwill and Other Asset Impairments. | ||||||||||||||||
Sunetric Segment | ' | ||||||||||||||||
Allocation of Purchase Price | ' | ||||||||||||||||
The amounts in the table below represent the preliminary allocation of the provisional purchase consideration transferred and are allocated to Sunetric’s assets and liabilities based on their estimated fair value as of May 14, 2014. The final determinations of the purchase consideration transferred allocations may be significantly different from the preliminary estimates used in these unaudited condensed consolidated financial statements. Changes to separately identified tangible and intangible assets and liabilities may result in corresponding adjustments to goodwill. The Company is in the process of finalizing third-party valuation studies of these acquired assets and assumed liabilities. The Company believes the separately identifiable intangibles include non-compete agreements, production backlogs, and trademarks. Since the valuations of these intangibles have not been finalized, the amortization expense recorded for these intangibles was estimated for all periods presented in these unaudited condensed consolidated financial statements. | |||||||||||||||||
In thousands | Amount | ||||||||||||||||
Assets: | |||||||||||||||||
Cash | $ | 367 | |||||||||||||||
Accounts receivable | 1,466 | ||||||||||||||||
Costs in excess of billings on uncompleted contracts | 1,517 | ||||||||||||||||
Inventory | 1,690 | ||||||||||||||||
Other current assets | 176 | ||||||||||||||||
Total current assets | 5,216 | ||||||||||||||||
Property and equipment | 168 | ||||||||||||||||
Intangibles | 4,630 | ||||||||||||||||
Goodwill | 9,658 | ||||||||||||||||
Other assets | 555 | ||||||||||||||||
Total assets acquired | $ | 20,227 | |||||||||||||||
Liabilities: | |||||||||||||||||
Accounts payable | $ | 3,086 | |||||||||||||||
Accrued liabilities | 753 | ||||||||||||||||
Billings in excess of costs on uncompleted contracts | 1,552 | ||||||||||||||||
Deferred revenue and other current liabilities | 36 | ||||||||||||||||
Total current liabilities | 5,427 | ||||||||||||||||
Other liabilities | 3,207 | ||||||||||||||||
Total liabilities assumed | 8,634 | ||||||||||||||||
Total provisional purchase consideration transferred | $ | 11,593 | |||||||||||||||
Segment_Information_Tables
Segment Information (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Financial Information for Company's Segments and Reconciliation of Total of Reportable Segments' Income (Loss) from Operations | ' | ||||||||||||||||
Financial information for the Company’s segments and a reconciliation of the total of the reportable segments’ income (loss) from operations (measures of profit or loss) to the Company’s consolidated net loss are as follows: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
(in thousands) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Net revenue: | |||||||||||||||||
Residential | $ | 14,358 | $ | 15,425 | $ | 43,573 | $ | 36,903 | |||||||||
Sunetric | 3,803 | — | 6,875 | — | |||||||||||||
Other | 739 | 1,215 | 1,854 | 2,681 | |||||||||||||
Consolidated net revenue | 18,900 | 16,640 | 52,302 | 39,584 | |||||||||||||
Income (loss) from operations: | |||||||||||||||||
Residential | (3,393 | ) | 185 | (10,123 | ) | (902 | ) | ||||||||||
Sunetric | (1,396 | ) | — | (1,580 | ) | — | |||||||||||
Other | (4,455 | ) | (3,093 | ) | (8,695 | ) | (8,698 | ) | |||||||||
Consolidated loss from continuing operations | (9,244 | ) | (2,908 | ) | (20,398 | ) | (9,600 | ) | |||||||||
Reconciliation of consolidated loss from operations to consolidated net loss: | |||||||||||||||||
Interest and other expense, net | (340 | ) | (243 | ) | (795 | ) | (880 | ) | |||||||||
Change in valuation of warrants | 6,789 | (402 | ) | 8,204 | 78 | ||||||||||||
Income tax expense/(benefit) | (287 | ) | 8 | (1,496 | ) | 17 | |||||||||||
(Loss)/gain from discontinued operations, net of tax | (2,242 | ) | 1,467 | (29,439 | ) | 1,623 | |||||||||||
Net loss | $ | (4,750 | ) | $ | (2,094 | ) | $ | (40,932 | ) | $ | (8,796 | ) | |||||
Reconciliation of Reportable segments' assets to Company's Consolidated Total Assets | ' | ||||||||||||||||
The following is a reconciliation of reportable segments’ assets to the Company’s consolidated total assets. The Other segment includes certain unallocated corporate amounts. | |||||||||||||||||
(in thousands) | September 30, 2014 | December 31, 2013 | |||||||||||||||
Total assets – continuing operations: | |||||||||||||||||
Residential | $ | 21,780 | $ | 21,588 | |||||||||||||
Sunetric | 19,487 | — | |||||||||||||||
Other | 2,371 | 15,603 | |||||||||||||||
$ | 43,638 | $ | 37,191 | ||||||||||||||
Total assets – discontinued operations: | |||||||||||||||||
Commercial | 13,711 | 6,577 | |||||||||||||||
$ | 13,711 | $ | 6,577 | ||||||||||||||
$ | 57,349 | $ | 43,768 | ||||||||||||||
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Schedule of Reconciliation of Discontinued Operations Presented in Condensed Consolidated Statements of Operations | ' | ||||||||||||||||
The following is a reconciliation of the major line items constituting pretax loss of discontinued operations to the after-tax loss of discontinued operations that are presented in the condensed consolidated statements of operations as indicated: | |||||||||||||||||
For the Three Months Ended | For the Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
(in thousands) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Major line items constituting pretax loss of discontinued operations: | |||||||||||||||||
Net revenue | $ | 14,409 | $ | 17,343 | $ | 38,329 | $ | 31,857 | |||||||||
Cost of goods sold | 13,018 | 14,997 | 37,098 | 27,469 | |||||||||||||
Selling and operating (a) | 3,253 | 870 | 6,699 | 2,730 | |||||||||||||
General and administrative (b) | 277 | — | 3,065 | — | |||||||||||||
Depreciation and amortization | 81 | 9 | 500 | 35 | |||||||||||||
Acquisition related costs | 22 | 1640 | |||||||||||||||
Goodwill and other asset impairments | — | — | 18,766 | — | |||||||||||||
Pretax (loss)/gain of discontinued operations | (2,242 | ) | 1,467 | (29,439 | ) | 1,623 | |||||||||||
Income tax benefit | — | — | — | — | |||||||||||||
(Loss)/gain on discontinued operations | $ | (2,242 | ) | $ | 1,467 | $ | (29,439 | ) | $ | 1,623 | |||||||
(a) | Included in the selling and operating expense for the three and nine months ended September 30, 2014 is $1.2 million related to the write-off of a certain account receivable. | ||||||||||||||||
(b) | Included in the general and administrative costs for the nine months ended September 30, 2014 is $1.6 million of share based compensation expense. | ||||||||||||||||
Schedule of Reconciliation of Discontinued Operations Presented in Condensed Consolidated Balance Sheets | ' | ||||||||||||||||
The following is a reconciliation of the carrying amounts of major classes of assets and liabilities of the discontinued operations to the total assets and liabilities of the discontinued operations presented separately in the condensed consolidated balance sheets as indicated: | |||||||||||||||||
(in thousands) | September 30, | December 31, | |||||||||||||||
2014 | 2013 | ||||||||||||||||
Carrying amounts of major classes of assets included as part of discontinued operations: | |||||||||||||||||
Current assets: | |||||||||||||||||
Accounts receivable, net | 5,176 | 1,270 | |||||||||||||||
Costs in excess of billings on uncompleted contracts | 4,472 | 4,556 | |||||||||||||||
Inventory, net | 2,492 | 314 | |||||||||||||||
Deferred costs on uncompleted contracts | 97 | 103 | |||||||||||||||
Other current assets | 175 | — | |||||||||||||||
Total major classes of current assets of the discontinued operations | 12,412 | 6,243 | |||||||||||||||
Noncurrent assets: | |||||||||||||||||
Property and equipment, net | 261 | 334 | |||||||||||||||
Total major classes of noncurrent assets of the discontinued operations | 261 | 334 | |||||||||||||||
Other noncurrent assets | 1,039 | — | |||||||||||||||
Total noncurrent assets of discontinued operations | 1,300 | 334 | |||||||||||||||
Total assets of the discontinued operations in the balance sheet | $ | 13,712 | $ | 6,577 | |||||||||||||
Carrying amounts of major classes of liabilities included as part of discontinued operations: | |||||||||||||||||
Current liabilities: | |||||||||||||||||
Accounts payable | 8,427 | 7,429 | |||||||||||||||
Accrued liabilities | 1,446 | 628 | |||||||||||||||
Billings in excess of costs on uncompleted contracts | 673 | 395 | |||||||||||||||
Deferred revenue and other current liabilities | 235 | ||||||||||||||||
Total current liabilities of discontinued operations | 10,781 | 8,452 | |||||||||||||||
Noncurrent liabilities: | |||||||||||||||||
Other liabilities | 578 | — | |||||||||||||||
Total major classes of noncurrent liabilities of the discontinued operations | 578 | — | |||||||||||||||
Total liabilities of the discontinued operations in the balance sheet | $ | 11,359 | $ | 8,452 | |||||||||||||
Organization_Nature_of_Operati1
Organization Nature of Operations and Principles of Consolidation - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ' | ' | ' | ' | ' |
Loss from continuing operations | ($2,508,000) | ($3,561,000) | ($11,493,000) | ($10,419,000) | ' |
Net losses | -4,750,000 | -2,094,000 | -40,932,000 | -8,796,000 | -11,300,000 |
Goodwill and other asset impairments | 1,365,000 | ' | 1,365,000 | ' | ' |
Aggregate cash and available borrowings | 3,500,000 | ' | 3,500,000 | ' | ' |
Silicon Valley Bank (SVB) | ' | ' | ' | ' | ' |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ' | ' | ' | ' | ' |
Line of credit facility, maximum borrowing capacity | 6,500,000 | ' | 6,500,000 | ' | ' |
Silicon Valley Bank (SVB) | Seventh Loan Modification Agreement | ' | ' | ' | ' | ' |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ' | ' | ' | ' | ' |
Line of credit facility, maximum borrowing capacity | $5,500,000 | ' | $5,500,000 | ' | ' |
Summary_of_Changes_in_Goodwill
Summary of Changes in Goodwill (Detail) (USD $) | 6 Months Ended | 9 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Sep. 30, 2014 | |
Goodwill [Line Items] | ' | ' | |
Beginning Balance | $1,867 | $1,867 | |
Adjustment | ' | -130 | [1] |
Acquisitions | ' | 9,658 | [2] |
Impairments | 399 | 43 | [3] |
Ending Balance | ' | 11,438 | |
Residential Segment | ' | ' | |
Goodwill [Line Items] | ' | ' | |
Beginning Balance | 1,867 | 1,867 | |
Adjustment | ' | -130 | [1] |
Impairments | ' | -399 | [3] |
Ending Balance | ' | 1,338 | |
Sunetric Segment | ' | ' | |
Goodwill [Line Items] | ' | ' | |
Beginning Balance | 442 | 442 | |
Acquisitions | ' | 9,658 | [2] |
Ending Balance | ' | $10,100 | |
[1] | On May 12, 2014, the terms of the purchase agreement for certain net assets of Syndicated were amended to, among other things, reduce the number of shares of the Company's Class A common stock given as consideration from 400,000 to 325,140, resulting in a reduction in goodwill of $0.2 million based on the closing market price of the Company's stock on August 8, 2013, the date immediately prior to when the Company took financial control of the net assets. Additionally, during June 2014, the Company reduced the fair value of tangible assets acquired by $0.1 million due to a change in estimated acquisition date fair value. See Note 11. Business Combinations. See Note 12. Goodwill and Other Asset Impairments. On September 30, 2014 the Company recorded and income tax benefit related to Sunetric. | ||
[2] | Represents preliminary estimated goodwill of $9.7 million related to the acquisitions of Elemental Energy LLC, doing business as Sunetric ("Sunetric"). See Note 11. Business Combinations. | ||
[3] | On June 30, 2014, the Company impaired $0.4 million of the Syndicated goodwill related to its small commercial operations. |
Summary_of_Changes_in_Goodwill1
Summary of Changes in Goodwill (Parenthetical) (Detail) (USD $) | 6 Months Ended | 9 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | ||||||||
Jun. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | 12-May-14 | Jun. 30, 2014 | Aug. 09, 2013 | Sep. 30, 2014 | 12-May-14 | Aug. 09, 2013 | Aug. 08, 2013 | 28-May-14 | 14-May-14 | ||
Syndicated Solar, Inc | Syndicated Solar, Inc | Syndicated Solar, Inc | Elemental Energy LLC | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | |||||
Syndicated Solar, Inc | Syndicated Solar, Inc | Syndicated Solar, Inc | Elemental Energy LLC | Elemental Energy LLC | |||||||||
Goodwill [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Business acquisition, shares issued | ' | 11,354,623 | ' | ' | ' | ' | ' | 325,140 | 325,140 | 400,000 | 217,076 | 3,425,393 | |
Reduction in goodwill | ' | ' | ' | ($200,000) | ' | ' | ' | ' | ' | ' | ' | ' | |
Reduction in fair value of tangible assets acquired | ' | ' | ' | ' | -100,000 | -1,100,000 | ' | ' | ' | ' | ' | ' | |
Goodwill | ' | 11,438,000 | 1,867,000 | ' | ' | 1,700,000 | 9,700,000 | ' | ' | ' | ' | ' | |
Goodwill impairments | $399,000 | $43,000 | [1] | ' | ' | $400,000 | ' | ' | ' | ' | ' | ' | ' |
[1] | On June 30, 2014, the Company impaired $0.4 million of the Syndicated goodwill related to its small commercial operations. |
Summary_of_Intangibles_Subject
Summary of Intangibles Subject to Amortization by Major Class (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangibles | $3,321 | $480 |
Customer-related | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying amount | 4,840 | 1,080 |
Accumulated amortization | -2,803 | -600 |
Intangibles | 2,037 | 480 |
Marketing-related | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying amount | 1,370 | ' |
Accumulated amortization | -86 | ' |
Intangibles | $1,284 | ' |
Significant_Accounting_Policie3
Significant Accounting Policies - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
SimulationPath | SimulationPath | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' |
Amortization expense | $900,000 | $0 | $1,800,000 | $0 |
Change in valuation of warrants | -6,789,000 | 402,000 | -8,204,000 | -78,000 |
Number of Monte Carlo pricing model simulations used to value the warrants | 10,000 | ' | 10,000 | ' |
Customer-related | ' | ' | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' |
Impaired customer-related intangibles | ' | ' | $300,000 | ' |
Minimum | ' | ' | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' |
Amortization period of intangible assets | ' | ' | '12 months | ' |
Maximum | ' | ' | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' |
Amortization period of intangible assets | ' | ' | '120 months | ' |
Assumptions_Used_for_Common_St
Assumptions Used for Common Stock Warrants (Detail) (Warrant, USD $) | Jul. 09, 2014 | Nov. 15, 2013 | Jun. 03, 2013 | Jun. 03, 2013 | Sep. 30, 2014 | Nov. 15, 2013 | Sep. 30, 2014 | Jun. 06, 2014 | Sep. 30, 2014 | Jul. 09, 2014 | Sep. 30, 2014 | ||||||||
First Issuance | First Issuance | Second Issuance | Second Issuance | Third Issuance | Third Issuance | Fourth Issuance | Fourth Issuance | ||||||||||||
Class of Warrant or Right [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Exercise price | $2.45 | $2.50 | $2.75 | $2.75 | [1] | $2.45 | [1] | $3.41 | $3.41 | $2.36 | $2.36 | $3.19 | $3.19 | ||||||
Class A common stock closing market price | ' | ' | ' | $2.70 | [1] | $1.72 | [1] | $3.40 | $1.72 | $2.35 | $1.72 | $2.55 | $1.72 | ||||||
Risk-free rate | ' | ' | ' | 1.03% | [1],[2] | 1.32% | [1],[2] | 1.54% | [2] | 1.66% | [2] | 2.18% | [2] | 2.14% | [2] | 1.79% | [2] | 1.85% | [2] |
Market price volatility | ' | ' | ' | 102.37% | [1] | 109.12% | [1] | 102.37% | 100.23% | 101.72% | 100.71% | 99.69% | 97.02% | ||||||
Expected average term of warrants (years) | ' | ' | ' | '5 years | [1] | '3 years 8 months 23 days | [1] | '5 years 6 months | '4 years 8 months 9 days | '7 years | '6 years 8 months 5 days | '5 years 6 months | '5 years 4 months 6 days | ||||||
Expected dividend yield | ' | ' | ' | 0.00% | [1] | 0.00% | [1] | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | ||||||
Probability of change in control | ' | ' | ' | 15.00% | [1] | 15.00% | [1] | 15.00% | 15.00% | 15.00% | 15.00% | 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 shares of the Company's Class A common stock underlying the warrants 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 | ||
Jul. 09, 2014 | Nov. 15, 2013 | Jun. 03, 2013 | |
Warrant | ' | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' | ' |
Exercise price | $2.45 | $2.50 | $2.75 |
Increase in number of warrants issued resulted by anti-dilution provision | 31,859 | 172,111 | ' |
Summary_of_Warrant_Activity_De
Summary of Warrant Activity (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Class of Warrant or Right [Line Items] | ' | ' | ' | ' |
Value of warrants, Beginning | ' | ' | $15,071 | ' |
Value of warrants issued | 2,080 | ' | 2,080 | ' |
Changes in fair value, net | -6,789 | 402 | -8,204 | -78 |
Value of warrants exercised and reclassified to equity | ' | ' | -622 | ' |
Value of warrants, Ending | 8,325 | ' | 8,325 | ' |
Warrants outstanding, Beginning | ' | ' | 6,670,103 | ' |
Issuances | ' | ' | 1,396,313 | ' |
Anti-dilution adjustments | ' | ' | 31,859 | ' |
Exercises | ' | ' | -167,262 | ' |
Warrants outstanding, Ending | 7,931,013 | ' | 7,931,013 | ' |
First Issuance | ' | ' | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' | ' | ' |
Value of warrants, Beginning | ' | ' | 3,717 | ' |
Changes in fair value, net | ' | ' | -1,515 | ' |
Value of warrants exercised and reclassified to equity | ' | ' | -622 | ' |
Value of warrants, Ending | 1,580 | ' | 1,580 | ' |
Warrants outstanding, Beginning | ' | ' | 1,655,103 | ' |
Anti-dilution adjustments | ' | ' | 31,859 | ' |
Exercises | ' | ' | -167,262 | ' |
Warrants outstanding, Ending | 1,519,700 | ' | 1,519,700 | ' |
Second Issuance | ' | ' | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' | ' | ' |
Value of warrants, Beginning | ' | ' | 11,354 | ' |
Changes in fair value, net | ' | ' | -5,938 | ' |
Value of warrants, Ending | 5,416 | ' | 5,416 | ' |
Warrants outstanding, Beginning | ' | ' | 5,015,000 | ' |
Warrants outstanding, Ending | 5,015,000 | ' | 5,015,000 | ' |
Third Issuance | ' | ' | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' | ' | ' |
Value of warrants issued | 123 | ' | 123 | ' |
Changes in fair value, net | ' | ' | -43 | ' |
Value of warrants, Ending | 80 | ' | 80 | ' |
Issuances | ' | ' | 82,627 | ' |
Warrants outstanding, Ending | 82,627 | ' | 82,627 | ' |
Fourth Issuance | ' | ' | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' | ' | ' |
Value of warrants issued | 1,957 | ' | 1,957 | ' |
Changes in fair value, net | ' | ' | -709 | ' |
Value of warrants, Ending | $1,248 | ' | $1,248 | ' |
Issuances | ' | ' | 1,313,686 | ' |
Warrants outstanding, Ending | 1,313,686 | ' | 1,313,686 | ' |
Fair_Value_of_Assets_and_Liabi
Fair Value of Assets and Liabilities Measured on Recurring Basis (Detail) (USD $) | Sep. 30, 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 | $8,325 | $15,071 |
Level 3 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Common stock warrant liability | $8,325 | ' |
Reconciliation_of_Common_Stock
Reconciliation of Common Stock Warrant Liability Measured at Fair Value on Recurring Basis (Detail) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Change in the fair value of common stock warrant liability, net | $8,204 | $355 |
Common stock warrants | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Fair value of liability, Beginning Balance | 15,071 | ' |
Issuance of common stock warrants | 2,080 | ' |
Exercise of common stock warrants | -622 | ' |
Change in the fair value of common stock warrant liability, net | -8,204 | ' |
Fair value of liability, Ending Balance | $8,325 | ' |
Revolving_Line_of_Credit_and_T1
Revolving Line of Credit and Term Loan - Additional Information (Detail) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Line of Credit Facility [Line Items] | ' | ' |
Bear interest rate | 'Greater of (a) the greater of the bank's prime rate or 4.00%, plus 4.00%, and (b) 8.00%. | ' |
Interest rate | 4.00% | ' |
Line of credit facility, expiration | 31-Jan-15 | ' |
Interest rate excluding prime rate | 4.00% | ' |
Interest rate during period | 8.00% | ' |
Line of credit, facility fee | 0.50% | ' |
Reserve credit of subsidiary | $500,000 | ' |
Loan amount paid | 2,000,000 | 97,000 |
Borrowings outstanding under line of credit facility | 4,800,000 | ' |
Silicon Valley Bank (SVB) | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Line of credit facility, maximum borrowing capacity | 6,500,000 | ' |
Borrowing Base | 75.00% | ' |
Borrowings outstanding under line of credit facility | 4,800,000 | ' |
Silicon Valley Bank (SVB) | Sixth Loan Modification Agreement | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Line of credit facility, expiration | 31-Jan-15 | ' |
Line of credit facility, modification and extension fees | 80,000 | ' |
Final payment fee | 150,000 | ' |
Silicon Valley Bank (SVB) | Sixth Loan Modification Agreement | Common Class A | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Shares of common stock to purchase by warrant issued | 82,627 | ' |
Warrants exercise price | $2.36 | ' |
Warrant expiration date | 5-Jun-21 | ' |
Silicon Valley Bank (SVB) | Seventh Loan Modification Agreement | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Line of credit facility, maximum borrowing capacity | 5,500,000 | ' |
Line of credit facility reduced amount | -1,000,000 | ' |
Silicon Valley Bank (SVB) | Fifth Loan Modification Agreement | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Line of credit facility, expiration | 29-Sep-14 | ' |
Loan amount paid | $2,000,000 | ' |
Revolving Credit Streamline Facility | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Bear interest rate | 'The greater of the bank's prime rate or 4.00%, plus 2.00%, and (ii) 6.00%. | ' |
Interest rate | 4.00% | ' |
Interest rate excluding prime rate | 2.00% | ' |
Interest rate during period | 6.00% | ' |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Oct. 30, 2014 | Oct. 30, 2014 | Apr. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |
Subsequent Event | Subsequent Event | Riverside Renewable Energy Investments | Riverside Renewable Energy Investments | Riverside Renewable Energy Investments | ||||
Common Class A | ||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Debt repayment of principal amount | ' | ' | ' | ' | ' | $1,000,000 | ' | ' |
Debt repayment of interest amount | ' | ' | ' | ' | ' | 139,000 | ' | ' |
Related party debt | ' | ' | ' | ' | ' | ' | 3,150,000 | ' |
Debt, repayment date | ' | ' | ' | ' | ' | ' | 31-Mar-15 | ' |
Interest rate | 4.00% | 4.00% | ' | ' | ' | ' | 10.00% | ' |
Accrued interest on related party debt | ' | 800,000 | 700,000 | ' | ' | ' | ' | ' |
Ownership of common stock related party | ' | ' | ' | ' | ' | ' | ' | 15.10% |
Retail and catalogue business, book value | 13,712,000 | 13,712,000 | 6,577,000 | ' | 2,300,000 | ' | ' | ' |
Retail and catalogue business, sale value | ' | ' | ' | ' | 1,000,000 | ' | ' | ' |
Percentage of net profit realized | ' | ' | ' | 50.00% | ' | ' | ' | ' |
Goodwill and other asset impairment | $1,365,000 | $1,365,000 | ' | ' | ' | ' | ' | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Commitments and Contingencies Disclosure [Line Items] | ' | ' | ' | ' |
Rental expense | $0.40 | $0.20 | $1.10 | $0.90 |
Minimum | ' | ' | ' | ' |
Commitments and Contingencies Disclosure [Line Items] | ' | ' | ' | ' |
Operating lease renewal options | ' | ' | '1 month | ' |
Minimum | Vehicle Lease | ' | ' | ' | ' |
Commitments and Contingencies Disclosure [Line Items] | ' | ' | ' | ' |
Operating lease renewal options | ' | ' | '36 months | ' |
Maximum | ' | ' | ' | ' |
Commitments and Contingencies Disclosure [Line Items] | ' | ' | ' | ' |
Operating lease renewal options | ' | ' | '5 years | ' |
Maximum | Vehicle Lease | ' | ' | ' | ' |
Commitments and Contingencies Disclosure [Line Items] | ' | ' | ' | ' |
Operating lease renewal options | ' | ' | '48 months | ' |
Future_Minimum_Lease_Payments_
Future Minimum Lease Payments (Detail) (USD $) | Sep. 30, 2014 |
In Thousands, unless otherwise specified | |
Operating Leased Assets [Line Items] | ' |
2014 | $469 |
2015 | 1,321 |
2016 | 800 |
2017 | 175 |
2018 | 51 |
Total minimum lease payments | $2,816 |
Shareholders_Equity_Additional
Shareholders Equity - Additional Information (Detail) (USD $) | 9 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | |||||||||||||
In Millions, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jan. 14, 2014 | Sep. 30, 2014 | Jan. 14, 2014 | Sep. 30, 2014 | Jan. 14, 2014 | Jan. 14, 2014 | 12-May-14 | Aug. 09, 2013 | Aug. 08, 2013 | 12-May-14 | Sep. 30, 2014 | 28-May-14 | 14-May-14 | 28-May-14 | 14-May-14 | 14-May-14 |
Elemental Energy LLC | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | ||
Mercury Energy, Inc | Mercury Energy, Inc | Mercury Energy, Inc | Mercury Energy, Inc | Mercury Energy, Inc | Mercury Energy, Inc | Syndicated Solar, Inc | Syndicated Solar, Inc | Syndicated Solar, Inc | Syndicated Solar, Inc | Syndicated Solar, Inc | Elemental Energy LLC | Elemental Energy LLC | Elemental Energy LLC | Elemental Energy LLC | Elemental Energy LLC | ||||
Stock Compensation Plan | Stock Compensation Plan | Indemnification Claims and Closing Working Capital True Up Adjustments | Stock Compensation Plan | Shares Reserved For Future Issuances | |||||||||||||||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares of common stock issued upon exercise of stock options | ' | ' | 128,480 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued pursuant to warrant exercises | 167,262 | ' | 167,262 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, shares issued | 11,354,623 | ' | ' | 7,604,035 | 313,235 | ' | ' | ' | ' | 325,140 | 325,140 | 400,000 | ' | ' | 217,076 | 3,425,393 | ' | ' | ' |
Business acquisition, value of shares issued | ' | ' | ' | ' | ' | $29.10 | ' | ' | ' | ' | ' | ' | $0.70 | ' | ' | ' | $0.50 | $9.40 | $1.70 |
Common stock closing market price, per share | ' | ' | ' | ' | ' | $3.83 | ' | ' | ' | ' | ' | ' | $2.29 | ' | ' | ' | $2.39 | $2.75 | $2.75 |
Shares placed in escrow | 11,779,314 | ' | ' | ' | ' | ' | 247,978 | 744,018 | 467,249 | ' | ' | ' | ' | 74,860 | ' | ' | ' | 604,711 | ' |
Business acquisition, estimated contingent consideration | ' | $0.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares_of_Class_A_Common_Stock
Shares of Class A Common Stock for Future Issuance (Detail) | Sep. 30, 2014 |
Schedule Of Stockholders Equity [Line Items] | ' |
Total shares reserved for future issuance | 11,779,314 |
Derivative Liability | ' |
Schedule Of Stockholders Equity [Line Items] | ' |
Total shares reserved for future issuance | 7,931,013 |
Equity Security | ' |
Schedule Of Stockholders Equity [Line Items] | ' |
Total shares reserved for future issuance | 70,000 |
Stock Options | ' |
Schedule Of Stockholders Equity [Line Items] | ' |
Total shares reserved for future issuance | 3,083,590 |
Equity Compensation Plans Not Approved by Security Holders | ' |
Schedule Of Stockholders Equity [Line Items] | ' |
Total shares reserved for future issuance | 90,000 |
Provisional purchase consideration to be transferred | Elemental Energy LLC | ' |
Schedule Of Stockholders Equity [Line Items] | ' |
Total shares reserved for future issuance | 604,711 |
ShareBased_Compensation_Additi
Share-Based Compensation - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
In Millions, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jan. 14, 2014 | Sep. 30, 2014 | Aug. 18, 2014 | 12-May-14 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 |
Common Class A | Mercury Energy, Inc | Mercury Energy, Inc | Stock Compensation Plan | Stock Compensation Plan | 2008 Plan | 2008 Plan | 2008 Plan | 2008 Plan | 2008 Plan | Non-shareholder approved grants | |||||
Common Class A | Common Class A | Mercury Energy, Inc | Mercury Energy, Inc | Director | Director | Director | Director | ||||||||
Common Class A | Common Class A | ||||||||||||||
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 | ' | ' | ' | ' | 128,480 | ' | ' | ' | ' | 2,363,000 | ' | ' | ' | ' | ' |
Stock options, cancelled | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,189,140 | ' | ' | ' | ' | 210,000 |
Stock options, exercisability period, start | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30-Jul-14 | ' | ' | ' |
Stock options, exercisability period, end | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15-Mar-15 | ' | ' | ' |
Stock options, vested | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 190,000 | 270,000 | ' | ' | ' |
Total share based compensation expense | $0.60 | $0.10 | $2.70 | $0.30 | ' | $0.20 | $1.60 | ' | ' | ' | ' | ' | $0.10 | $0.20 | ' |
Share based compensation, shares reserved for issuance | 11,779,314 | ' | 11,779,314 | ' | ' | ' | ' | 247,978 | 744,018 | ' | ' | ' | ' | ' | ' |
Share based compensation, shares issued | ' | ' | ' | ' | ' | 173,614 | 496,040 | ' | ' | ' | ' | ' | ' | ' | ' |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | |
Income Taxes [Line Items] | ' | ' | ' |
Deferred tax assets additional valuation allowances | ' | $17,400,000 | $9,300,000 |
Income tax benefit | 0 | 0 | ' |
Elemental Energy LLC | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' |
Income tax benefit | $1,700,000 | $1,700,000 | ' |
Net_Loss_Per_Share_Additional_
Net Loss Per Share - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share amount | 11,684,000 | 2,400,000 | 10,058,000 | 2,500,000 |
Computation_of_Basic_and_Dilut
Computation of Basic and Diluted Net (Loss) Per Share (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 |
Net loss: | ' | ' | ' | ' | ' |
Loss from continuing operations | ($2,508) | ($3,561) | ($11,493) | ($10,419) | ' |
(Loss)/gain from discontinued operations | -2,242 | 1,467 | -29,439 | 1,623 | ' |
Net loss | ($4,750) | ($2,094) | ($40,932) | ($8,796) | ($11,300) |
Weighted average shares for basic and diluted net loss per share: | ' | ' | ' | ' | ' |
Weighted average shares for basic net loss per share | 51,055 | 30,044 | 46,599 | 28,276 | ' |
Effect of dilutive securities - weighted average of stock options, restricted stock awards, and warrants | 0 | 0 | 0 | 0 | ' |
Weighted average shares for basic and diluted net loss per share | 51,055 | 30,044 | 46,599 | 28,276 | ' |
Net loss per share - basic and diluted: | ' | ' | ' | ' | ' |
Loss from continuing operations | ($0.05) | ($0.12) | ($0.25) | ($0.37) | ' |
Loss from discontinued operations | ($0.04) | $0.05 | ($0.63) | $0.06 | ' |
Net loss | ($0.09) | ($0.07) | ($0.88) | ($0.31) | ' |
Business_Combinations_Addition
Business Combinations - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | |||||||||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | 14-May-14 | Sep. 30, 2014 | Sep. 30, 2014 | 14-May-14 | 14-May-14 | 14-May-14 | 14-May-14 | 14-May-14 | 14-May-14 | 14-May-14 | 14-May-14 | 14-May-14 | Aug. 09, 2013 | Jun. 30, 2014 | Aug. 09, 2013 | 12-May-14 | Aug. 09, 2013 | Aug. 08, 2013 | 12-May-14 | Jun. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Jan. 14, 2014 | Jan. 14, 2014 | Sep. 30, 2014 | Jan. 14, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Jan. 01, 2013 | ||
Sunetric Segment | Sunetric Segment | Sunetric Segment | Sunetric Segment | Sunetric Segment | Sunetric Segment | Sunetric Segment | Sunetric Segment | Sunetric Segment | Sunetric Segment | Sunetric Segment | Sunetric Segment | Syndicated Solar, Inc | Syndicated Solar, Inc | Syndicated Solar, Inc | Syndicated Solar, Inc | Syndicated Solar, Inc | Syndicated Solar, Inc | Syndicated Solar, Inc | Mercury Energy, Inc | Mercury Energy, Inc | Mercury Energy, Inc | Mercury Energy, Inc | Mercury Energy, Inc | Mercury Energy, Inc | Mercury Energy, Inc | Mercury and Sunetric | Mercury and Sunetric | Mercury and Sunetric | Mercury and Sunetric | Mercury and Sunetric | |||||||
Order or Production Backlog | Order or Production Backlog | Trademarks | Trademarks | Noncompete Agreements | Noncompete Agreements | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Pro Forma | Pro Forma | Pro Forma | Pro Forma | Common Class A | ||||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Tangible net assets acquired, at fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ($100,000) | ($1,100,000) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Intangible assets including goodwill acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Intangible assets excluding goodwill | ' | ' | ' | ' | ' | ' | ' | ' | 4,630,000 | ' | 2,860,000 | ' | 1,240,000 | ' | 130,000 | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | 500,000 | [1] | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill | 11,438,000 | ' | 11,438,000 | ' | 1,867,000 | ' | ' | ' | 9,658,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,700,000 | ' | ' | ' | ' | ' | ' | ' | 18,096,000 | [1] | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, purchase consideration transferred, cash | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Business acquisition, shares issued | ' | ' | 11,354,623 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | ' | ' | ' | ' | 325,140 | 325,140 | 400,000 | ' | ' | ' | ' | ' | 7,604,035 | 313,235 | ' | ' | ' | ' | ' | 11,600,000 | |
Business acquisition, value of shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,100,000 | ' | ' | ' | ' | ' | ' | 700,000 | ' | ' | ' | ' | ' | ' | 29,100,000 | ' | ' | ' | ' | ' | |
Percentage of voting interest for acquisition | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | |
Common stock closing market price, per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2.75 | ' | ' | ' | ' | ' | ' | $2.29 | ' | ' | ' | ' | ' | ' | $3.83 | ' | ' | ' | ' | ' | |
Acquisition-related cost | 59,000 | 555,000 | 876,000 | 555,000 | ' | ' | ' | 800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,800,000 | 1,600,000 | 1,200,000 | ' | ' | ' | ' | 81,000 | ' | 2,516,000 | ' | ' | |
Net revenue | 18,900,000 | 16,640,000 | 52,302,000 | 39,584,000 | ' | ' | 6,900,000 | 6,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Net losses | -4,750,000 | -2,094,000 | -40,932,000 | -8,796,000 | -11,300,000 | ' | 1,500,000 | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 21,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Goodwill and other assets impairment charge | 1,365,000 | ' | 1,365,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Purchase agreement date | ' | ' | ' | ' | ' | 26-Mar-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Business acquisition, total consideration transferred | ' | ' | ' | ' | ' | 11,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Business acquisition, estimated contingent consideration | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Additional earn out payments | 2,173,000 | ' | 2,173,000 | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Intangible asset, useful lives | ' | ' | ' | ' | ' | ' | ' | ' | ' | '12 months | ' | '120 months | ' | '24 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Amortization | ' | ' | 1,789,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 872,000 | ' | 1,309,000 | ' | ' | |
Share-based compensation | ' | ' | $1,082,000 | $284,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $65,000 | $1,005,000 | $194,000 | $3,015,000 | ' | |
[1] | The preliminary estimated goodwill and intangibles related to this acquisition were completely impaired on June 30, 2014. See Note 12. Goodwill and Other Asset Impairments. |
Allocation_of_Purchase_Price_D
Allocation of Purchase Price (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Jan. 14, 2014 | 14-May-14 | |
In Thousands, unless otherwise specified | Mercury Energy, Inc | Sunetric Segment | |||
Assets: | ' | ' | ' | ' | |
Cash | ' | ' | $11,773 | $367 | |
Accounts receivable | ' | ' | 1,817 | 1,466 | |
Costs in excess of billings on uncompleted contracts | ' | ' | 2,513 | 1,517 | |
Inventory | ' | ' | 1,535 | 1,690 | |
Deferred costs on uncompleted contracts | ' | ' | 253 | ' | |
Other current assets | ' | ' | 315 | 176 | |
Total current assets | ' | ' | 18,206 | 5,216 | |
Property and equipment | ' | ' | 399 | 168 | |
Intangibles | ' | ' | 500 | [1] | 4,630 |
Goodwill | 11,438 | 1,867 | 18,096 | [1] | 9,658 |
Other assets | ' | ' | 554 | 555 | |
Total assets acquired | ' | ' | 37,755 | 20,227 | |
Liabilities: | ' | ' | ' | ' | |
Accounts payable | ' | ' | 5,499 | 3,086 | |
Accrued liabilities | ' | ' | 733 | 753 | |
Billings in excess of costs on uncompleted contracts | ' | ' | 1,728 | 1,552 | |
Deferred revenue and other current liabilities | ' | ' | 70 | 36 | |
Total current liabilities | ' | ' | 8,030 | 5,427 | |
Accrued liabilities | ' | ' | 601 | ' | |
Other liabilities | ' | ' | ' | 3,207 | |
Total liabilities assumed | ' | ' | 8,631 | 8,634 | |
Total provisional purchase consideration transferred | ' | ' | $29,124 | $11,593 | |
[1] | The preliminary estimated goodwill and intangibles related to this acquisition were completely impaired on June 30, 2014. See Note 12. Goodwill and Other Asset Impairments. |
Supplemental_Pro_Forma_Detail
Supplemental Pro Forma (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ' | ' | ' | ' | ||||
Net revenue | $33,309 | $46,354 | $90,632 | $105,466 | ||||
Net loss | ($3,861) | [1] | ($3,201) | [1] | ($36,983) | [1] | ($12,985) | [1] |
Net loss per share - basic and diluted | ($0.07) | ($0.08) | ($0.75) | ($0.33) | ||||
[1] | The net loss for the three and nine months ended September 30, 2014 includes $1.3 million and $20.1 million, respectively, of goodwill and other asset impairment charges. See Note 12. Goodwill and Other Asset Impairments. |
Supplemental_Pro_Forma_Parenth
Supplemental Pro Forma (Parenthetical) (Detail) (USD $) | 3 Months Ended | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ' | ' |
Goodwill and other asset impairments | $1,365 | $1,365 |
Discontinued Operations | ' | ' |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ' | ' |
Goodwill and other asset impairments | $1,300 | $20,100 |
Goodwill_and_Other_Asset_Impai1
Goodwill and Other Asset Impairments - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |
Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ' | ' | ' | |
Impairment of goodwill | ' | $399,000 | $43,000 | [1] |
Goodwill and other asset impairments | ' | ' | 18,766,000 | |
Goodwill and other asset impairments | 1,365,000 | ' | 1,365,000 | |
Mercury Energy, Inc | ' | ' | ' | |
Impaired Long-Lived Assets Held and Used [Line Items] | ' | ' | ' | |
Impairment of goodwill | ' | 18,100,000 | ' | |
Impairment of intangibles assets | ' | 300,000 | ' | |
Goodwill and other asset impairments | ' | ' | $18,500,000 | |
[1] | On June 30, 2014, the Company impaired $0.4 million of the Syndicated goodwill related to its small commercial operations. |
Financial_Information_for_Comp
Financial Information for Company's Segments and Reconciliation of Total of Reportable Segments' Income (Loss) from Operations (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Net revenue | $18,900 | $16,640 | $52,302 | $39,584 | ' |
Net revenue | 18,900 | 16,640 | 52,302 | 39,584 | ' |
Income (loss) from operations | -9,244 | -2,908 | -20,398 | -9,600 | ' |
Income (loss) from operations | -9,244 | -2,908 | -20,398 | -9,600 | ' |
Interest and other expense, net | -340 | -243 | -795 | -880 | ' |
Change in valuation of warrants | 6,789 | -402 | 8,204 | 78 | ' |
Income tax expense/(benefit) | -287 | 8 | -1,496 | 17 | ' |
(Loss)/gain from discontinued operations, net of tax | -2,242 | 1,467 | -29,439 | 1,623 | ' |
Net loss | -4,750 | -2,094 | -40,932 | -8,796 | -11,300 |
Residential Segment | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Net revenue | 14,358 | 15,425 | 43,573 | 36,903 | ' |
Net revenue | 14,358 | 15,425 | 43,573 | 36,903 | ' |
Income (loss) from operations | -3,393 | 185 | -10,123 | -902 | ' |
Income (loss) from operations | -3,393 | 185 | -10,123 | -902 | ' |
Sunetric | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Net revenue | 3,803 | ' | 6,875 | ' | ' |
Net revenue | 3,803 | ' | 6,875 | ' | ' |
Income (loss) from operations | -1,396 | ' | -1,580 | ' | ' |
Income (loss) from operations | -1,396 | ' | -1,580 | ' | ' |
Other | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Net revenue | 739 | 1,215 | 1,854 | 2,681 | ' |
Net revenue | 739 | 1,215 | 1,854 | 2,681 | ' |
Income (loss) from operations | -4,455 | -3,093 | -8,695 | -8,698 | ' |
Income (loss) from operations | ($4,455) | ($3,093) | ($8,695) | ($8,698) | ' |
Reconciliation_of_Reportable_s
Reconciliation of Reportable segments' assets to Company's Consolidated Total Assets (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Total assets | $57,349 | $43,768 |
Continuing Operations | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Total assets | 43,638 | 37,191 |
Continuing Operations | Residential Segment | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Total assets | 21,780 | 21,588 |
Continuing Operations | Sunetric | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Total assets | 19,487 | ' |
Continuing Operations | Other | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Total assets | 2,371 | 15,603 |
Discontinued Operations | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Total assets | 13,711 | 6,577 |
Discontinued Operations | Commercial Segment | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Total assets | $13,711 | $6,577 |
Discontinued_Operations_Schedu
Discontinued Operations - Schedule of Reconciliation of Discontinued Operations Presented in Condensed Consolidated Statements of Operations (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | ||||
Major line items constituting pretax loss of discontinued operations: | ' | ' | ' | ' | ||||
Net revenue | $14,409 | $17,343 | $38,329 | $31,857 | ||||
Cost of goods sold | 13,018 | 14,997 | 37,098 | 27,469 | ||||
Selling and operating | 3,253 | [1] | 870 | [1] | 6,699 | [1] | 2,730 | [1] |
General and administrative | 277 | [2] | ' | 3,065 | [2] | ' | ||
Depreciation and amortization | 81 | 9 | 500 | 35 | ||||
Acquisition related costs | 22 | ' | 1,640 | ' | ||||
Goodwill and other asset impairments | ' | ' | 18,766 | ' | ||||
Pretax (loss)/gain of discontinued operations | -2,242 | 1,467 | -29,439 | 1,623 | ||||
Income tax benefit | 0 | 0 | 0 | 0 | ||||
(Loss)/gain on discontinued operations | ($2,242) | $1,467 | ($29,439) | $1,623 | ||||
[1] | Included in the selling and operating expense for the three and nine months ended September 30, 2014 is $1.2 million related to the write-off of a certain account receivable. | |||||||
[2] | Included in the general and administrative costs for the nine months ended September 30, 2014 is $1.6 million of share based compensation expense. |
Discontinued_Operations_Schedu1
Discontinued Operations - Schedule of Reconciliation of Discontinued Operations Presented in Condensed Consolidated Statements of Operations (Parenthetical) (Detail) (USD $) | 9 Months Ended | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |
Selling and operating expense | Selling and operating expense | General and administrative expense | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' | ' |
Amount related to write-off of accounts receivable | ' | ' | $1,200,000 | $1,200,000 | ' |
Share based compensation expense | $1,082,000 | $284,000 | ' | ' | $1,600,000 |
Discontinued_Operations_Schedu2
Discontinued Operations - Schedule of Reconciliation of Discontinued Operations Presented in Condensed Consolidated Balance Sheets (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Accounts receivable, net | $5,176 | $1,270 |
Costs in excess of billings on uncompleted contracts | 4,472 | 4,556 |
Inventory, net | 2,492 | 314 |
Deferred costs on uncompleted contracts | 97 | 103 |
Other current assets | 175 | ' |
Total major classes of current assets of the discontinued operations | 12,412 | 6,243 |
Noncurrent assets: | ' | ' |
Property and equipment, net | 261 | 334 |
Total major classes of noncurrent assets of the discontinued operations | 261 | 334 |
Other noncurrent assets | 1,039 | ' |
Total noncurrent assets of discontinued operations | 1,300 | 334 |
Total assets of the discontinued operations in the balance sheet | 13,712 | 6,577 |
Current liabilities: | ' | ' |
Accounts payable | 8,427 | 7,429 |
Accrued liabilities | 1,446 | 628 |
Billings in excess of costs on uncompleted contracts | 673 | 395 |
Deferred revenue and other current liabilities | 235 | ' |
Total current liabilities of discontinued operations | 10,781 | 8,452 |
Noncurrent liabilities: | ' | ' |
Other liabilities | 578 | ' |
Total major classes of noncurrent liabilities of the discontinued operations | 578 | ' |
Total liabilities of the discontinued operations in the balance sheet | $11,359 | $8,452 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 0 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Oct. 30, 2014 | Oct. 30, 2014 | |
Silicon Valley Bank (SVB) | Silicon Valley Bank (SVB) | Subsequent Event | Subsequent Event | ||||
Seventh Loan Modification Agreement | |||||||
Retail and catalogue business, book value | $13,712,000 | $13,712,000 | $6,577,000 | ' | ' | ' | $2,300,000 |
Retail and catalogue business, sale value | ' | ' | ' | ' | ' | ' | 1,000,000 |
Percentage of net profit realized | ' | ' | ' | ' | ' | 50.00% | ' |
Goodwill and other asset impairments | 1,365,000 | 1,365,000 | ' | ' | ' | ' | ' |
Line of credit facility, maximum borrowing capacity | ' | ' | ' | 6,500,000 | 5,500,000 | ' | ' |
Borrowing Base | ' | ' | ' | 75.00% | ' | ' | ' |
Line of credit facility reduced amount | ' | ' | ' | ' | -1,000,000 | ' | ' |
Borrowings outstanding under line of credit facility | $4,800,000 | $4,800,000 | ' | $4,800,000 | ' | ' | ' |