Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Jun. 30, 2014 | Mar. 23, 2015 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | RGSE | ||
Entity Registrant Name | Real Goods Solar, Inc. | ||
Entity Central Index Key | 1425565 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $108,470,626 | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 78,080,814 | ||
Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 0 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash | $1,947 | $12,449 |
Accounts receivable, net | 8,293 | 10,336 |
Costs in excess of billings | 2,789 | |
Inventory, net | 4,639 | 6,401 |
Deferred costs on uncompleted contracts | 2,011 | 1,318 |
Other current assets | 1,047 | 1,269 |
Current assets of discontinued operations | 8,427 | 6,564 |
Total current assets | 29,153 | 38,337 |
Property and equipment, net | 1,504 | 2,750 |
Other intangibles, net | 480 | |
Goodwill | 1,338 | 1,867 |
Other assets | 2,029 | |
Noncurrent assets of discontinued operations | 1,082 | 334 |
Total assets | 35,106 | 43,768 |
Current liabilities: | ||
Line of credit | 4,350 | |
Accounts payable | 13,398 | 6,630 |
Accrued liabilities | 2,978 | 2,925 |
Billings in excess of costs on uncompleted contracts | 1,984 | |
Term loan | 2,000 | |
Related party debt | 3,150 | 4,150 |
Deferred revenue and other current liabilities | 3,613 | 844 |
Current liabilities of discontinued operations | 7,985 | 8,453 |
Total current liabilities | 37,457 | 25,002 |
Other liabilities | 132 | 446 |
Common stock warrant liability | 2,491 | 15,071 |
Discontinued operations, non-current liabilities | 327 | |
Total liabilities | 40,407 | 40,519 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Preferred stock, par value $.0001 per share; 50,000,000 shares authorized; no shares issued and outstanding | ||
Additional paid-in capital | 140,124 | 92,808 |
Business acquisition consideration | 1,244 | 0 |
Accumulated deficit | -146,674 | -89,563 |
Total shareholders' equity (deficit) | -5,301 | 3,249 |
Total liabilities and shareholders' equity | 35,106 | 43,768 |
Common Class A [Member] | ||
Shareholders' equity: | ||
Common stock | 5 | 4 |
Total shareholders' equity (deficit) | 5 | 4 |
Common Class B [Member] | ||
Shareholders' equity: | ||
Common stock |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common Class A [Member] | ||
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 52,025,684 | 36,415,839 |
Common stock, shares outstanding | 52,025,684 | 36,415,839 |
Common Class B [Member] | ||
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | ||
Common stock, shares outstanding |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Net revenue | $70,775 | $57,659 | $43,976 |
Cost of goods sold | 58,018 | 43,398 | 27,996 |
Gross profit | 12,757 | 14,261 | 15,980 |
Expenses: | |||
Selling and operations | 27,181 | 18,753 | 22,852 |
General and administrative | 8,377 | 6,550 | 7,915 |
Share based compensation | 1,294 | 368 | 349 |
Acquisition costs | 789 | 997 | |
Restructuring costs | 606 | ||
Depreciation and amortization | 3,176 | 912 | 1,199 |
Goodwill and other impairments | 11,765 | 0 | 22,012 |
Total expenses | 53,188 | 27,580 | 54,327 |
Loss from continuing operations | -40,431 | -13,319 | -38,347 |
Interest expense | -1,170 | -928 | -790 |
Change in fair value of common stock warrant liability | 14,160 | 2,026 | 0 |
Loss before income taxes | -27,441 | -12,221 | 39,137 |
Income tax expense (benefit) | -1,240 | 58 | 8,720 |
Loss from continuing operations | -26,201 | -12,279 | -47,857 |
(Loss)/gain from discontinued operations, net of tax | -30,910 | 979 | 651 |
Net loss | ($57,111) | ($11,300) | ($47,206) |
Net (loss)/gain per share: | |||
From continuing operations | ($0.55) | ($0.42) | ($1.79) |
From discontinued operations | ($0.64) | $0.03 | $0.02 |
Net loss per share - basic and diluted | ($1.19) | ($0.38) | ($1.77) |
Weighted average shares outstanding: | |||
Basic | 47,835 | 29,486 | 26,673 |
Diluted | 47,835 | 29,486 | 26,673 |
Consolidated_Statement_of_Chan
Consolidated Statement of Changes in Shareholders' Equity (USD $) | Total | Mercury Solar System [Member] | Elemental, LLC [Member] | Common Class A [Member] | Common Class A [Member] | Common Class A [Member] | Common Class B [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Business Comb Cons to be Transferred [Member] | Business Comb Cons to be Transferred [Member] | Accumulated Deficit [Member] |
In Thousands, except Share data | USD ($) | USD ($) | USD ($) | USD ($) | Mercury Solar System [Member] | Elemental, LLC [Member] | USD ($) | Mercury Solar System [Member] | Elemental, LLC [Member] | USD ($) | Elemental, LLC [Member] | USD ($) | |
USD ($) | USD ($) | USD ($) | USD ($) | ||||||||||
Beginning balance at Dec. 31, 2011 | $50,806 | $3 | $81,860 | ($31,057) | |||||||||
Beginning balance (in shares) at Dec. 31, 2011 | 26,660,640 | 0 | |||||||||||
Issuance of common stock and other equity changes related to compensation | 325 | 325 | |||||||||||
Issuance of common stock and other equity changes related to compensation (in shares) | 33,056 | ||||||||||||
Net loss | -47,206 | -47,206 | |||||||||||
Ending balance at Dec. 31, 2012 | 3,925 | 3 | 82,185 | -78,263 | |||||||||
Ending balance (in shares) at Dec. 31, 2012 | 26,693,696 | 0 | |||||||||||
Issuance of common stock and other equity changes related to compensation | 509 | 509 | |||||||||||
Issuance of common stock and other equity changes related to compensation (in shares) | 132,267 | ||||||||||||
Issuance of common stock related to the exercise of warrants | 500 | 500 | |||||||||||
Issuance of common stock related to the exercise of warrants, shares | 260,791 | ||||||||||||
issuance of common stock related to equity offering, net of offering costs of $2,485 in 2013 and $675 in 2014 | 26,834 | 1 | 26,833 | ||||||||||
Issuance of common stock related to equity offering, net of offering costs of $2,485 in 2013 and $675 in 2014 | 9,266,974 | ||||||||||||
Establishment of liability related to common stock warrant | -17,597 | -17,597 | |||||||||||
Issuance of warrants to Silicon Valley Bank | 278 | 278 | |||||||||||
Exercise of stock options, shares | -117,030 | ||||||||||||
Issuance of common stock related to related party debt conversion | 100 | 100 | |||||||||||
Issuance of common stock related to related party debt conversion, shares | 62,111 | ||||||||||||
Net loss | -11,300 | -11,300 | |||||||||||
Ending balance at Dec. 31, 2013 | 3,249 | 4 | 92,808 | -89,563 | |||||||||
Ending balance (in shares) at Dec. 31, 2013 | 36,415,839 | 0 | |||||||||||
Issuance of common stock and other equity changes related to compensation | 3,394 | 3,394 | |||||||||||
Issuance of common stock and other equity changes related to compensation (in shares) | 1,035,862 | ||||||||||||
Issuance of common stock related to the acquisition, value | 29,124 | 9,419 | 1 | 29,123 | 9,419 | ||||||||
Issuance of common stock related to the acquisition, shares | 7,604,127 | 3,425,393 | |||||||||||
Consideration to be transferred to Elemental, LLC | 1,244 | 1,244 | |||||||||||
Adjustment to issuance of common stock related to settlement of Syndicated | -171 | -171 | |||||||||||
Issuance of common stock related to settlement of Syndicated, shares | 325,140 | ||||||||||||
Adjustment to warrant liability for warrants exercised | 621 | 621 | |||||||||||
Issuance of common stock related to the exercise of warrants | 418 | 418 | |||||||||||
Issuance of common stock related to the exercise of warrants, shares | 167,262 | ||||||||||||
issuance of common stock related to equity offering, net of offering costs of $2,485 in 2013 and $675 in 2014 | 6,331 | 6,331 | |||||||||||
Issuance of common stock related to equity offering, net of offering costs of $2,485 in 2013 and $675 in 2014 | 2,919,301 | ||||||||||||
Establishment of liability related to common stock warrant | -1,957 | -1,957 | |||||||||||
Exercise of stock options | 138 | 138 | |||||||||||
Exercise of stock options, shares | -129,480 | 132,760 | |||||||||||
Net loss | -57,111 | -57,111 | |||||||||||
Ending balance at Dec. 31, 2014 | ($5,301) | $5 | $140,124 | $1,244 | ($146,674) | ||||||||
Ending balance (in shares) at Dec. 31, 2014 | 52,025,684 | 0 |
Consolidated_Statement_of_Chan1
Consolidated Statement of Changes in Shareholders' Equity (Parenthetical) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Issuance of common stock related to equity offering, offering costs | $675 | $2,485 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Operating activities: | |||
Net loss | ($57,111,000) | ($11,300,000) | ($47,206,000) |
Income (loss) from discontinued operations | -30,910,000 | 979,000 | 651,000 |
Loss from continuing operations | -26,201,000 | -12,279,000 | -47,857,000 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities - continuing operations: | |||
Depreciation | 515,000 | 912,000 | 1,189,000 |
Amortization | 2,661,000 | 245,000 | |
Share-based compensation expense | 1,294,000 | 509,000 | 325,000 |
Deferred income tax expense (benefit) | 1,404,000 | 8,655,000 | |
Change in fair value of common stock warrant liability | -14,160,000 | -2,026,000 | |
Goodwill and other asset impairments | 11,765,000 | 0 | 22,012,000 |
Other | 117,000 | ||
Loss (gain) on sale of assets | 242,000 | -67,000 | |
Deferred interest on related party debt | 367,000 | 333,000 | 205,000 |
Bad debt expense | 1,093,000 | -7,000 | |
Warranty reserve | -398,000 | ||
Deferred debt discount | 245,000 | ||
Changes in operating assets and liabilities, net of effects from acquisitions: | |||
Accounts receivable, net | 2,416,000 | 386,000 | -503,000 |
Costs in excess of billings on uncompleted contracts | -1,272,000 | -3,824,000 | -5,165,000 |
Inventory, net | 3,092,000 | -1,318,000 | 4,903,000 |
Deferred costs on uncompleted contracts | -693,000 | -628,000 | 181,000 |
Other current assets | 398,000 | 860,000 | -814,000 |
Other non-current assets | -1,474,000 | ||
Accounts payable | 3,681,000 | 5,537,000 | -8,061,000 |
Accrued liabilities | -669,000 | -2,101,000 | 2,189,000 |
Billings in excess of costs on uncompleted contracts | 432,000 | -2,185,000 | 3,805,000 |
Deferred revenue and other current liabilities | 2,733,000 | ||
Other liabilities | -1,064,000 | 220,000 | -2,310,000 |
Payable to Gaiam | 1,326,000 | ||
Net cash used in operating activities - continuing operations | -16,284,000 | -15,604,000 | -19,749,000 |
Net cash (used in) provided by operating activities - discontinued operations | -14,433,000 | -1,031,000 | 6,693,000 |
Net cash used in operating activities | -30,717,000 | -16,635,000 | -13,056,000 |
Investing activities: | |||
Purchases of property and equipment | -945,000 | -349,000 | |
Proceeds from sale of property and equipment | 784,000 | ||
Change in restricted cash | 172,000 | ||
Purchase of subsidiary | -1,166,000 | ||
Cash from acquired businesses | 12,140,000 | ||
Net cash provided by (used in) investing activities | 11,979,000 | -1,515,000 | 172,000 |
Financing activities: | |||
Proceeds from exercise of options | 137,000 | ||
Proceeds from exercise of warrants | 418,000 | ||
Principal borrowings (payments) on related party debt | -1,000,000 | -2,600,000 | 5,150,000 |
Net proceeds from issuance of common stock | 6,331,000 | 27,333,000 | |
Principal borrowings on revolving line of credit | 38,821,000 | 4,161,000 | 7,099,000 |
Principal payments on revolving line of credit | -34,471,000 | -10,659,000 | -601,000 |
Principal borrowings (payments) on term loan | -2,000,000 | 2,000,000 | |
Principal payments on debt obligations | -26,000 | -187,000 | |
Net cash provided by financing activities | 8,236,000 | 20,209,000 | 11,461,000 |
Net (decrease) increase in cash | -10,502,000 | 2,059,000 | -1,423,000 |
Cash at beginning of year | 12,449,000 | 10,390,000 | 11,813,000 |
Cash at end of year | 1,947,000 | 12,449,000 | 10,390,000 |
Supplemental cash flow information: | |||
Income taxes paid | 58,000 | 38,000 | |
Interest paid | 709,000 | 254,000 | 538,000 |
Non-cash items | |||
Issuance of 11,354,660 shares of Class A common stock in conjunction with the acquisition of businesses | 38,542,000 | ||
Change in common stock warrant liability in conjunction with exercise of 167,262 warrants | 621,000 | ||
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 [Member] | |||
Non-cash items | |||
Common stock warrant liability recorded in conjunction with equity funding | 245,000 | 278,000 | |
Retention Bonus [Member] | |||
Non-cash items | |||
Issuance of Class A common stock in conjunction with purchase transaction related bonuses | 916,000 | ||
Incentive Bonus [Member] | |||
Non-cash items | |||
Issuance of Class A common stock in conjunction with purchase transaction related bonuses | 141,000 | ||
Equity Funding [Member] | |||
Non-cash items | |||
Common stock warrant liability recorded in conjunction with equity funding | $1,957,000 | $17,597,000 |
Consolidated_Statements_of_Cas1
Consolidated Statements of Cash Flows (Parenthetical) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Issuance of Class A common stock in conjunction with the acquisition of businesses | 11,354,660 | |
Shares issued pursuant to warrant exercises | 31,859 | 153,433 |
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 [Member] | ||
Shares issued pursuant to warrant exercises | 167,262 | |
Debt Extension [Member] | ||
Number of shares called by warrants | 286,331 | 212,535 |
Retention Bonus [Member] | ||
Issuance of Class A common stock in conjunction with purchase transaction bonuses, shares | 595,214 | |
Incentive Bonus [Member] | ||
Issuance of Class A common stock in conjunction with purchase transaction bonuses, shares | 74,860 |
Principles_of_Consolidation_Or
Principles of Consolidation, Organization and Nature of Operations | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Principles of Consolidation, Organization and Nature of Operations | 1. Principles of Consolidation, Organization and Nature of Operations | |||
Real Goods Solar, Inc. (“RGS” or “Company”) is a residential and commercial solar energy engineering, procurement, and construction firm. On January 15, 2014, the Company began doing business as RGS Energy and changed its ticker symbol to RGSE on February 24, 2014. | ||||
The consolidated financial statements include the accounts of RGS and its wholly-owned subsidiaries. RGS has prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States, or GAAP, which include the Company’s accounts and those of its subsidiaries. Intercompany transactions and balances have been eliminated. The Company has included the results of operations of acquired companies from the effective date of acquisition. | ||||
Discontinued Operations | ||||
On September 30, 2014, the Company committed to a strategic shift of its business resulting in a plan to sell certain net contracts and rights, and completion of remaining substantially completed contracts over the following twelve months comprising its large commercial installations business. At the same time, the Company determined not to enter into further contracts. Contracts in process at December 31, 2014 will be completed during 2015. 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 consolidated financial statements and footnotes, unless indicated otherwise. See Note 16. Discontinued Operations. | ||||
Liquidity Update | ||||
At December 31, 2014, the Company had cash and available borrowings aggregating $3.0 million. As of March 23, 2015, the Company had cash and available borrowings aggregating $5.4 million. | ||||
The Company has experienced recurring operating losses and negative cash flow from operations in recent years. As a result of these losses: | ||||
• | The Company was in technical default of certain covenants contained in its credit facility with Silicon Valley Bank (“SVB”) both as of September 30, 2014 and as of December 31, 2014. As discussed in Note 17, the Company obtained a waiver of the technical default at September 30, 2014 and the terms of the credit facility were amended to reduce the borrowing base by $1 million. As discussed in Note 17. Subsequent Events, during March 2015, the Company extended both its loan with SVB and subordinated debt owed to Riverside Renewable Energy Investment LLC (“Riverside”) through March 2016. In connection with the extension of its loan with SVB, the requirement to reduce the borrowing base by $1 million was eliminated. | |||
• | The Company did not pay vendors on a timely basis and, accordingly, experienced difficulties obtaining credit terms from its equipment suppliers. At December 31, 2014, the Company had an aggregate backlog of signed contracts for its Residential Segment of approximately $40 million, which it was not able to install in a timely manner, as its access to equipment was limited. | |||
The Company, starting with the fourth quarter of 2014, implemented measures to reduce its cash outflow from operations and, for the fourth quarter, the company had positive cash flow from operations of $0.6 million. These measures included (i) exiting the large commercial segment which was operating at both an operating and cash flow loss, (ii) reducing staffing levels, (iii) raising prices for its products and (iv) efforts to enhance accounts receivable collections and optimize inventory levels. Although the company was successful during the fourth quarter in managing cash, the borrowing base amendment described above and limited vendor terms limited the company’s ability to convert its backlog. As a result of these circumstances, the company arranged for additional capital as discussed below for the purposes of (i) obtaining a one-year extension of its credit facility, which was renewed during the first quarter of 2015, and (ii) providing additional liquidity to repay equipment suppliers and have access to equipment. By the end of the first quarter of 2015 the Company has made payments to vendors and began to have access to equipment. | ||||
On February 26 and 27, 2015, the Company raised gross proceeds of $3.5 million in the initial closings of the 2015 Offering. Over the next 12 months the Company can raise up to an additional $8.0 million either through (i) the forced exercise of a portion of the Class B warrants issued in the 2015 Offering, provided that it is in compliance with the equity conditions, which the Company would be in compliance with as of March 30, 2015 the first day on which the company is eligible to force an exercise of the Series B warrants, and other terms specified in the Securities Purchase Agreement and the warrants or (ii) voluntary exercise by the Class B warrant holders. The equity conditions include, among other items (i) that the company’s stock is trading at or above $0.20, (ii) that the company is listed on The NASDAQ Capital market or other eligible market, (iii) that 200% of the shares of Class A comment stock subject to an exercise notice is issuable, and (iv) the dollar trading volume of the Class A common stock for each day during the 30 preceding days of an exercise is at least $100,000. See Note 17 Subsequent Events. As of March 23, 2015, the company has realized $2.9 million from the Class B warrants solely by voluntary exercises by the Class B warrant holders, or 36% of the amount available. The Company anticipates further voluntary exercises by Class B warrant holders. The Company has the right to force the exercise of any unexercised warrants for cash other than certain retail investors of approximately $1.1 million who have the option of terminating their warrants in lieu of cash payment to the company; however, as of March 23, 2014, the retail investors have made voluntary exercises of $0.5 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 December 31, 2014. The Company objectives in preparing this plan included (i) further reducing its fixed operating cost infrastructure commencing during the first quarter of 2015 in order to reduce the required level of revenue for profitable operations and (ii) 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, of which substantially all had been achieved by the end of the first quarter of 2015, (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) moving towards an optimized field and e-sales force, (iv) optimizing the Company’s construction capability through authorized third-party integrators to realize the revenue from installation of the Company’s backlog and minimize the impact on gross margin of idle construction crew time, (v) changing the mix of marketing expenditures to achieve a lower cost of acquisition than that employed in prior periods, and (vi) continued internal efforts to convert the Company’s accounts receivable to cash. | ||||
The Company believes that as a result of (i) raising access to additional capital of $11.5 million, of which 56% has been realized through March 23, 2015, (ii) renewing its credit facilities on improved terms for the ensuing 12 months, and (iii) the actions it has already implemented to reduce its fixed operating cost infrastructure, the Company has sufficient financial resources to operate for the ensuing 12 months. In the event that as a result of presently unforeseen circumstances the Company’s plan would not be sufficient to operate, the Company would enact further cost reductions and or raise additional capital. | ||||
NASDAQ Non-Compliance | ||||
In December 2014, the Company received a notice from NASDAQ that it was not in compliance with maintaining a minimum bid price of $1 per share for which we have 180 days to regain compliance. | ||||
The Company will hold a special meeting of shareholders on May 12, 2015 to consider and seek approval of a reverse stock split which if approved would (i) cause the stock price to meet the NASDAQ minimum bid price continued listing requirement and (ii) cause the Company to have a sufficient number of shares of Class A common stock for future warrant exercises. There can be no assurance that the shareholders will approve the reverse stock split. |
Significant_Accounting_Policie
Significant Accounting Policies | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||||||||||
Significant Accounting Policies | 2. Significant Accounting Policies | ||||||||||||||||||||||||||||||||||||||||
No changes were made to the Company’s significant accounting policies during the year ended December 31, 2014. | |||||||||||||||||||||||||||||||||||||||||
Use of Estimates | |||||||||||||||||||||||||||||||||||||||||
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. | |||||||||||||||||||||||||||||||||||||||||
Reclassifications | |||||||||||||||||||||||||||||||||||||||||
Certain prior period amounts have been reclassified to conform to the current period presentation. The reclassifications did not impact prior period results of operations, cash flows, total assets, total liabilities or total equity. | |||||||||||||||||||||||||||||||||||||||||
Cash | |||||||||||||||||||||||||||||||||||||||||
Cash represents demand deposit accounts with financial institutions that are denominated in U.S. dollars. | |||||||||||||||||||||||||||||||||||||||||
Allowance for Doubtful Accounts | |||||||||||||||||||||||||||||||||||||||||
The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company makes estimates of the collectability of its accounts receivable by analyzing historical bad debts, specific customer creditworthiness and current economic trends. The allowance for doubtful accounts was $0.8 million and $0.3 million at December 31, 2014 and 2013, respectively. | |||||||||||||||||||||||||||||||||||||||||
Inventory | |||||||||||||||||||||||||||||||||||||||||
Inventory consists primarily of solar energy system components (such as solar panels and inverters) located at Company warehouses and is stated at the lower of cost (first-in, first-out method) or market. The Company identifies the inventory items to be written down for obsolescence based on the item’s current sales status and condition. The Company writes down discontinued or slow moving inventories based on an estimate of the markdown to retail price needed to sell through its current stock level of the inventories on a quarterly basis. At December 31, 2014 and 2013, the Company has a reserve for obsolete or slow moving inventory of $0.4 million. | |||||||||||||||||||||||||||||||||||||||||
Property and Equipment | |||||||||||||||||||||||||||||||||||||||||
The Company states property and equipment at cost less accumulated depreciation and amortization. Depreciation of property and equipment is computed on the straight-line method over estimated useful lives, generally three to twenty years. RGS amortizes leasehold and building improvements over the shorter of the estimated useful lives of the assets or the remaining term of the lease or remaining life of the building, respectively. | |||||||||||||||||||||||||||||||||||||||||
Purchase Accounting | |||||||||||||||||||||||||||||||||||||||||
The Company accounts for business combinations under ASC 805, Business Combinations. The cost of an acquisition, including any contingent consideration, is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities assumed, and equity instruments issued. Identifiable assets, liabilities, and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date. The excess of the cost of the acquisition over our interest in the fair value of the identifiable net assets acquired is recorded as goodwill. Further, acquisition tax benefits we obtain from acquired companies are recognized in operating income as changes in our tax valuation allowance for our previously existing deferred tax assets. | |||||||||||||||||||||||||||||||||||||||||
The Company engages outside appraisal firms to assist in the fair value determination of identifiable intangible assets such as customer relationships, trade names, property and equipment and any other significant assets or liabilities. The Company adjusts the preliminary purchase price allocation, as necessary, after the acquisition closing date through the end of the measurement period (up to one year) as the initial valuations for the assets acquired and liabilities assumed are finalized. | |||||||||||||||||||||||||||||||||||||||||
Goodwill and Other Intangibles | |||||||||||||||||||||||||||||||||||||||||
The Company reviews goodwill and indefinite-lived intangible assets for impairment annually during the second quarter, or more frequently if a triggering event occurs between impairment testing dates. | |||||||||||||||||||||||||||||||||||||||||
Intangible assets arising from business combinations, such as acquired customer contracts and relationships (collectively “customer relationships”), trademarks, and non-compete agreements are initially recorded at fair value. Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. | |||||||||||||||||||||||||||||||||||||||||
The Company’s impairment assessment begins with a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. The qualitative assessment includes comparing the overall financial performance of the reporting units against the planned results used in the last quantitative goodwill impairment test. If it is determined under the qualitative assessment that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then a two-step quantitative impairment test is performed. Under the first step, the estimated fair value of the reporting unit is compared with its carrying value (including goodwill). If the fair value of the reporting unit exceeds its carrying value, step two does not need to be performed. If the estimated fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the enterprise must perform step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. | |||||||||||||||||||||||||||||||||||||||||
Fair value of the reporting unit under the two-step assessment is determined using a discounted cash flow analysis. The use of present value techniques requires us to make estimates and judgments about our future cash flows. These cash flow forecasts will be based on assumptions that are consistent with the plans and estimates we use to manage our business. The process of evaluating the potential impairment of goodwill is highly subjective and requires significant judgment at many points during the analysis. Application of alternative assumptions and definitions could yield significantly different results. | |||||||||||||||||||||||||||||||||||||||||
Intangible assets with finite useful lives are amortized over their respective estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. | |||||||||||||||||||||||||||||||||||||||||
Revenue Recognition | |||||||||||||||||||||||||||||||||||||||||
For sales of solar energy systems and components of less than 100 kilowatts (kW), the Company recognizes revenue, in accordance with ASC 605-25, Revenue Recognition—Multiple-Element Arrangements, and ASC 605-10-S99, Revenue Recognition—Overall—SEC Materials. Revenue is recognized when (1) persuasive evidence of an arrangement exists, (2) delivery has occurred or services have been rendered, (3) the sales price is fixed or determinable and (4) collection of the related receivable is reasonably assured. Components comprise of photovoltaic panels and solar energy system mounting hardware. The Company recognizes revenue when it installs a solar energy system, provided all other revenue recognition criteria have been met. Costs incurred on residential installations before the solar energy systems are completed are deferred and included in other current assets as work in progress in the consolidated balance sheet. | |||||||||||||||||||||||||||||||||||||||||
For those systems of 100kw or greater, or “commercial customers” the Company recognizes revenue according to ASC 605-35, Revenue Recognition—Construction-Type and Production Type Contracts. Revenue is recognized on a percentage-of-completion basis, based on the ratio of labor costs incurred to date to total projected labor costs. Provisions are made for the full amount of any anticipated losses on a contract-by-contract basis. | |||||||||||||||||||||||||||||||||||||||||
The assets “Costs in excess of billings on uncompleted contracts” and “Deferred costs on uncompleted contracts” represent costs incurred plus estimated earnings in excess of amounts billed on percentage-of-completion method contracts and costs incurred but deferred until recognition of the related contract revenue on completed-method contracts, respectively. The liability “Billings in excess of costs on uncompleted contracts” represents billings in excess of related costs and earned profit on percentage-of-completion method contracts. The Company invoices large installation customers according to milestones defined in their respective contracts. The prerequisite for billing is the completion of an application and certificate of payment form as per the contract, which is done after each month end. Unbilled receivables were included in discontinued operations at December 31, 2014 and 2013. | |||||||||||||||||||||||||||||||||||||||||
Deferred revenue consists of solar energy system installation fees billed to customers for projects which are not completed as of the balance sheet date. | |||||||||||||||||||||||||||||||||||||||||
Allocation of Costs | |||||||||||||||||||||||||||||||||||||||||
Historically, Gaiam provided RGS with administrative, technical accounting advisory, public financial reporting and related office services under the Intercorporate Services Agreement. During 2013, the Company’s reliance on Gaiam for services provided under the Intercorporate Services Agreement decreased to the point that RGS and Gaiam terminated the agreement on December 19, 2013. The accompanying financial statements include an allocation of these expenses. The allocation is based on a combination of factors, including revenue and operating expenses. The Company believes the allocation methodologies used are reasonable and result in an appropriate allocation of costs incurred by Gaiam and its subsidiaries on the Company’s behalf. However, these allocations may not be indicative of the cost of future services as the company operates on a standalone basis. | |||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation | |||||||||||||||||||||||||||||||||||||||||
RGS recognizes compensation expense for share-based awards based on the estimated fair value of the award on the date of grant. The Company measures compensation cost at the grant date fair value of the award and recognizes compensation expense based on the probable attainment of a specified performance condition or over a service period. The Company uses the Black-Scholes option valuation model to estimate the fair value for purposes of accounting and disclosures. In estimating this fair value, certain assumptions are used (see Note 12. Share-Based Compensation), including the expected life of the option, risk-free interest rate, dividend yield, volatility and forfeiture rate. The use of different estimates for any one of these assumptions could have a material impact on the amount of reported compensation expense. | |||||||||||||||||||||||||||||||||||||||||
Income Taxes | |||||||||||||||||||||||||||||||||||||||||
The Company recognizes income taxes under the asset and liability method. Deferred income taxes are recognized based on temporary differences between financial reporting and income tax basis of assets and liabilities, using current enacted income tax rates and regulations. These differences will result in taxable income or deductions in future years when the reported amount of the asset or liability is recovered or settled, respectively. Considerable judgment is required in determining when these events may occur and whether recovery of an asset is more likely than not. The Company’s effective tax rate remains fairly consistent. RGS has significant net operating loss carryforwards and will re-evaluate at the end of each reporting period whether it expects it is more likely than not that the deferred tax assets will be fully recoverable through the reversal of taxable temporary differences in future years as a result of normal business activities. The Company has agreed under our tax sharing agreement with Gaiam to make payments to Gaiam as RGS utilizes certain of its net operating losses in the future (see Note 13. Income Taxes). | |||||||||||||||||||||||||||||||||||||||||
The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. RGS measures the tax benefits recognized in the consolidated financial statements from such a position based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are often ambiguous. As such, RGS is required to make many subjective assumptions and judgments regarding its income tax exposures. Interpretations of and guidance surrounding income tax law and regulations change over time and may result in changes to the Company’s subjective assumptions and judgments which can materially affect amounts recognized in its consolidated balance sheets and statements of operations. The Company recognizes interest and penalties related to income tax matters in interest expense and general and administration expenses, respectively. | |||||||||||||||||||||||||||||||||||||||||
Net Loss per Share | |||||||||||||||||||||||||||||||||||||||||
RGS computes net loss per share by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Diluted net loss per share reflects the potential dilution that could occur if options or warrants to issue shares of the Company’s Class A common stock were exercised. Weighted average common share equivalents of 10,916,000, 7,012,000 and 2,173,000 shares have been omitted from net loss per share for 2014, 2013 and 2012, respectively, as they are anti-dilutive. | |||||||||||||||||||||||||||||||||||||||||
The following table sets forth the computation of basic and diluted net income (loss) per share: | |||||||||||||||||||||||||||||||||||||||||
For the Years Ended December 31, | |||||||||||||||||||||||||||||||||||||||||
(In thousands, except per share data) | 2014 | 2013 | 2012 | ||||||||||||||||||||||||||||||||||||||
Numerator for basic and diluted net loss per share | $ | (57,111 | ) | $ | (11,300 | ) | $ | (47,206 | ) | ||||||||||||||||||||||||||||||||
Denominator: | |||||||||||||||||||||||||||||||||||||||||
Weighted average shares for basic net loss per share | 47,835 | 29,486 | 26,673 | ||||||||||||||||||||||||||||||||||||||
Effect of dilutive securities: | |||||||||||||||||||||||||||||||||||||||||
Weighted average of common stock, stock options and warrants | — | — | — | ||||||||||||||||||||||||||||||||||||||
Denominators for diluted net loss per share | 47,835 | 29,486 | 26,673 | ||||||||||||||||||||||||||||||||||||||
Net loss per share—basic and diluted | $ | (1.19 | ) | $ | (0.38 | ) | $ | (1.77 | ) | ||||||||||||||||||||||||||||||||
Concentration of Risk | |||||||||||||||||||||||||||||||||||||||||
RGS has a potential concentration of credit risk in our accounts receivable in that one financing company that purchases and then leases installed solar energy system to host users and one commercial customer accounted for 12% and 18% respectively, of our total accounts receivable as of December 31, 2014. | |||||||||||||||||||||||||||||||||||||||||
The Company also has a potential concentration of supply risk in that during 2014 it purchased approximately 53% of the major components for its solar installations from two suppliers. | |||||||||||||||||||||||||||||||||||||||||
During 2014 the Company had one customer, representing over 10% of sales. This customer was SEC SUSD Solar One, LLC, an affiliate of NextEra Energy, Inc., a customer included in its Discontinued Operations, and represented 24% of consolidated revenue. | |||||||||||||||||||||||||||||||||||||||||
Segment Information | |||||||||||||||||||||||||||||||||||||||||
Operating segments are defined as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the executive team. Based on the financial information presented to and reviewed by the chief operating decision maker in deciding how to allocate the resources and in assessing the performance of the Company, the Company has determined that it has three reporting segments: residential solar installations, retail and corporate operations, and Sunetric installations. | |||||||||||||||||||||||||||||||||||||||||
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. The common stock warrants are accounted for as a liability due to a provision which allows for the warrant holder to require redemption, at the intrinsic value of the warrant, upon a change of control. We classify these derivative liabilities on the consolidated balance sheets as a long term liability, which is revalued at each balance sheet date subsequent to the initial issuance. The Company uses a Monte Carlo pricing model to value these derivative liabilities. The Monte Carlo pricing model, which is based, in part, upon unobservable inputs for which there is little or no market data, requires the Company to develop its own assumptions. In building the Monte Carlo pricing model, the Company assumed a 15% probability of a change in control and used 20 nodes (See Note 11. Fair Value Measurements). As a result, if factors change and different assumptions are used, the warrant liability and the change in estimated fair value could be materially different. Changes in the fair value of the warrants are reflected in the consolidated statement of operations as change in fair value of warrant liability, with an offsetting non-cash entry recorded as an adjustment to the warrant liability. | |||||||||||||||||||||||||||||||||||||||||
The change in the fair value recorded for the fourth quarter of 2014 was based upon a valuation conducted by a third party. | |||||||||||||||||||||||||||||||||||||||||
The Company used the following assumptions for its common stock warrants. | |||||||||||||||||||||||||||||||||||||||||
June 3, 2013 | November 15, 2013 | June 6, 2014 | July 9, 2014 | November 18, 2014 | |||||||||||||||||||||||||||||||||||||
At | December 31, | At | December 31, | At | December 31, | At | December 31, | At | December 31, | ||||||||||||||||||||||||||||||||
Issuance (b) | 2014 (b) | Issuance | 2014 | Issuance | 2014 | Issuance | 2014 | Issuance | 2014 | ||||||||||||||||||||||||||||||||
Exercise Price | $ | 2.75 | $ | 2.45 | $ | 3.41 | $ | 3.41 | $ | 2.36 | $ | 2.36 | $ | 3.19 | $ | 3.19 | $ | 0.81 | $ | 0.81 | |||||||||||||||||||||
Closing Market Price (a) | $ | 2.74 | $ | 0.48 | $ | 3.4 | $ | 0.48 | $ | 2.35 | $ | 0.48 | $ | 2.55 | $ | 0.48 | $ | 0.81 | $ | 0.48 | |||||||||||||||||||||
Risk-free Rate (c) | 1.03 | % | 1.21 | % | 1.54 | % | 1.65 | % | 2.18 | % | 1.89 | % | 1.79 | % | 1.65 | % | 2.02 | % | 1.97 | % | |||||||||||||||||||||
Market Price Volatility | 102.4 | % | 114 | % | 102.4 | % | 97 | % | 101.7 | % | 101 | % | 99.7 | % | 100 | % | 100.6 | % | 101 | % | |||||||||||||||||||||
Expected average term of warrants, in years | 5 | 3.42 | 5.5 | 4.37 | 7 | 6.43 | 5.5 | 5.02 | 7 | 6.88 | |||||||||||||||||||||||||||||||
Expected dividend yield | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||||||||||||||
Probability of change in control | 15 | % | 15 | % | 15 | % | 15 | % | 15 | % | 15 | % | 15 | % | 15 | % | 25 | % | 15 | % | |||||||||||||||||||||
(a) | Class A Common Stock | ||||||||||||||||||||||||||||||||||||||||
(b) | 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 June 3, 2013 warrants was adjusted to $2.50 and the number of shares of Class A common stock issuable 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 shares of Class A common stock issuable was increased by another 31,859 as a result of the anti-dilution provision. | ||||||||||||||||||||||||||||||||||||||||
(c) | 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. | ||||||||||||||||||||||||||||||||||||||||
The tables below summarize warrant activity for 2014 and assumptions utilized to value the warrants (in thousands except for per warrant data): | |||||||||||||||||||||||||||||||||||||||||
Changes to the warrant valuations for the years ended December 31, 2014 and 2013 are shown below. | |||||||||||||||||||||||||||||||||||||||||
Original Warrant Issue Date | |||||||||||||||||||||||||||||||||||||||||
June 3, 2013 | November 15, | June 6, | July 9, 2014 | November 18, | Totals | ||||||||||||||||||||||||||||||||||||
2013 | 2014 | 2014 | |||||||||||||||||||||||||||||||||||||||
Value of warrants at December 31, 2012 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||||||||
Value of warrants issued | 4,392 | 13,205 | — | — | — | 17,597 | |||||||||||||||||||||||||||||||||||
Changes in fair value, net | (175 | ) | (1,851 | ) | — | — | — | (2,026 | ) | ||||||||||||||||||||||||||||||||
Value of warrants exercised | (500 | ) | — | — | — | — | (500 | ) | |||||||||||||||||||||||||||||||||
Value of warrants at December 31, 2013 | $ | 3,717 | $ | 11,354 | $ | — | $ | — | $ | — | $ | 15,071 | |||||||||||||||||||||||||||||
Value of warrants issued | — | — | 123 | 1,957 | 121 | 2,201 | |||||||||||||||||||||||||||||||||||
Changes in fair value, net | (2,654 | ) | (9,799 | ) | (97 | ) | (1,563 | ) | (47 | ) | (14,160 | ) | |||||||||||||||||||||||||||||
Value of warrants exercised | (621 | ) | — | — | — | — | (621 | ) | |||||||||||||||||||||||||||||||||
Value of warrants at December 31, 2014 | $ | 442 | $ | 1,555 | $ | 26 | $ | 394 | $ | 74 | $ | 2,491 | |||||||||||||||||||||||||||||
The table below summarizes the Company’s warrant activity for the years ended December 31, 2014 and 2013. | |||||||||||||||||||||||||||||||||||||||||
Original Warrant Issue Date | |||||||||||||||||||||||||||||||||||||||||
June 3, | November 15, | June 6, | July 9, | November 18, | Totals | ||||||||||||||||||||||||||||||||||||
2013 | 2013 | 2014 | 2014 | 2014 | |||||||||||||||||||||||||||||||||||||
Warrants outstanding at December 31, 2012 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
Warrants issued | 1,683,488 | 5,015,000 | — | — | — | 6,698,488 | |||||||||||||||||||||||||||||||||||
Exercised | (181,818 | ) | — | — | — | — | (181,818 | ) | |||||||||||||||||||||||||||||||||
Anti-dilution adjustment | 153,433 | — | — | — | — | 153,433 | |||||||||||||||||||||||||||||||||||
Warrants outstanding at December 31, 2013 | 1,655,103 | 5,015,000 | — | — | — | 6,670,103 | |||||||||||||||||||||||||||||||||||
Warrants issued | — | — | 82,627 | 1,313,686 | 203,704 | 1,600,017 | |||||||||||||||||||||||||||||||||||
Exercised | (167,262 | ) | — | — | — | — | (167,262 | ) | |||||||||||||||||||||||||||||||||
Anti-dilution adjustment | 31,859 | — | — | — | — | 31,859 | |||||||||||||||||||||||||||||||||||
Warrants outstanding at December 31, 2014 | 1,519,700 | 5,015,000 | 82,627 | 1,313,686 | 203,704 | 8,134,717 | |||||||||||||||||||||||||||||||||||
To reflect changes in the fair values of its outstanding warrants, the Company recorded its common stock warrant liability, net of noncash charges of $14.2 million decrease, $2.0 million decrease and zero during the years ended December 31 2014, 2013, and 2012 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. | |||||||||||||||||||||||||||||||||||||||||
Residential Leases | |||||||||||||||||||||||||||||||||||||||||
To determine lease classification, the Company evaluates lease terms to determine whether there is a transfer of ownership or bargain purchase option at the end of the lease, whether the lease term is greater than 75% of the useful life, or whether the present value of minimum lease payments exceed 90% of the fair value at lease inception. All of the Company’s leased systems are treated as sales-type leases under U.S. GAAP accounting policies. | |||||||||||||||||||||||||||||||||||||||||
Financing receivables are generated by solar energy systems leased to residential customers under sales-type leases. Financing receivables represents gross minimum lease payments to be received from customers over a period commensurate with the remaining lease term of up to 20 years and the systems estimated residual value, net of allowance for estimated losses. Initial direct costs for sales-type leases are recognized as cost of sales when the solar energy systems are placed in service. | |||||||||||||||||||||||||||||||||||||||||
For systems classified as sales-type leases, the net present value of the minimum lease payments, net of executory costs, is recognized as revenue when the lease is placed in service. This net present value as well as the net present value of the residual value of the lease at termination are recorded as other assets in the Consolidated Balance Sheet. The difference between the initial net amounts and the gross amounts are amortized to revenue over the lease term using the interest method. The residual values of our solar energy systems are determined at the inception of the lease applying an estimated system fair value at the end of the lease term. | |||||||||||||||||||||||||||||||||||||||||
RGS considers the credit risk profile for its lease customers to be homogeneous due to the criteria the Company uses to approve customers for its residential leasing program, which among other things, requires a minimum “fair” FICO credit quality. Accordingly, the Company does not regularly categorize its financing receivables by credit risk. | |||||||||||||||||||||||||||||||||||||||||
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. |
Business_Combinations
Business Combinations | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Business Combinations | 3. Business Combinations | ||||||||||||
Syndicated Solar, Inc. | |||||||||||||
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 along with software systems used by Syndicated to acquire new customers. The Company acquired, at fair value, tangible net assets totaling negative $0.7 million and $1.9 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 9, 2013. The goodwill associated with this acquisition’s commercial operations was impaired on June 30, 2014. See Note 4. Goodwill and Other Asset Impairments. | |||||||||||||
The table below summarizes the determination of fair value of the purchase consideration in the acquired business as of the acquisition date (in thousands): | |||||||||||||
Class A Common | Closing Share | Valuation | |||||||||||
Stock Issued | Price | ||||||||||||
Cash | $ | 250 | |||||||||||
Provisional consideration issued | 400 | $ | 2.29 | 916 | |||||||||
Amendment to agreement | (75 | ) | (171 | ) | |||||||||
Adjusted consideration transferred | 325 | $ | 995 | ||||||||||
The table below summarizes the assessment of the estimated fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands). The Company obtained a third-party valuation of the assets acquired and liabilities assumed. | |||||||||||||
Cash | $ | 90 | |||||||||||
Accounts receivable, net | 580 | ||||||||||||
Other current assets | 1,188 | ||||||||||||
Property and equipment | 185 | ||||||||||||
Intangible assets | 480 | ||||||||||||
Accounts payable | (2,220 | ) | |||||||||||
Deferred revenue | (946 | ) | |||||||||||
Other current liabilities | (58 | ) | |||||||||||
Total identifiable net liabilities at fair value | (701 | ) | |||||||||||
Goodwill | 1,696 | ||||||||||||
Total purchase consideration after amendment | $ | 995 | |||||||||||
The Company assumed $2.2 million in accounts payable on the date of acquisition, including $1.6 million owed to a single vendor. Concurrent with the acquisition, the Company paid $1.0 million to the vendor and recorded an accrued liability in the amount of $0.6 million. The vendor’s terms require six monthly payments of $0.1 million through February 2014, and were paid in full. | |||||||||||||
Under the terms of the original purchase agreement, Syndicated also had the potential to earn up to $250,000 in additional earn-out payments following the close of the 2013 fiscal year and an additional 1.3 million shares of unregistered Class A common stock in performance based earn-outs over the period August 9, 2013 to December 31, 2015. On May 12, 2014, the parties amended the terms of the purchase agreement to eliminate any potential earn out payments and the Company issued 74,860 Class A common stock shares and recorded approximately $0.1 million of additional compensation expense during 2014. | |||||||||||||
The Company includes results from operations of acquired companies in its consolidated financial statements from their respective effective acquisition dates. Pro forma financial information is not presented as the acquisition is not material to the condensed consolidated statements of operations. The revenue and earnings of the acquired business were not material to the condensed consolidated financial statements. | |||||||||||||
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 was 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 in loss from discontinued operations in the Company’s consolidated statements of operations as follows: $1.6 million and $1.2 million for the years ended December 31, 2014 and 2013, respectively. | |||||||||||||
The table below summarizes the determination of fair value of the purchase consideration in the acquired business as of the acquisition date (in thousands): | |||||||||||||
Class A Common | Closing Share | Valuation | |||||||||||
Stock Issued | Price | ||||||||||||
Provisional consideration issued | 8,348 | $ | 3.83 | $ | 31,973 | ||||||||
Amendment to agreement | (744 | ) | (2,849 | ) | |||||||||
Adjusted consideration transferred | 7,604 | $ | 29,124 | ||||||||||
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 led to the initial recognition of acquired goodwill, which is not amortizable or otherwise deductible for tax purposes. As of June 30, 2014, the Company concluded these qualitative factors had not been and would not be realized. See Note 4. Goodwill and Other Asset Impairments. | |||||||||||||
The acquisition of Mercury was 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; which was subsequently adjusted based on a third-party valuation study. Additionally, under ASC Topic 805, we adjusted the preliminary purchase price allocation, as necessary, as we finalized valuations for the assets acquired and liabilities assumed. Changes to separately identified tangible and intangible assets and liabilities resulted in corresponding adjustments to goodwill. | |||||||||||||
Purchase Price | Purchase Price | Reconciliation of | |||||||||||
Allocation as | Allocation | Assets and | |||||||||||
Originally | Adjustments | Liabilities | |||||||||||
Reported | Transferred | ||||||||||||
Cash | $ | 9,647 | $ | 2,126 | $ | 11,773 | |||||||
Accounts receivable, net | 2,343 | (526 | ) | 1,817 | |||||||||
Construction in progress | 2,456 | 57 | 2,513 | ||||||||||
Other current assets | 658 | (343 | ) | 315 | |||||||||
Inventory | — | 1,496 | 1,496 | ||||||||||
Deferred costs on uncompleted contracts | — | 253 | 253 | ||||||||||
Current assets | 15,104 | 3,063 | 18,167 | ||||||||||
Fixed assets | 397 | 2 | 399 | ||||||||||
Other assets | 571 | (17 | ) | 554 | |||||||||
Total assets acquired | $ | 16,072 | $ | 3,048 | $ | 19,120 | |||||||
Accounts payable | $ | 3,039 | $ | 2,460 | $ | 5,499 | |||||||
Accrued liabilities | 1,791 | 677 | 2,468 | ||||||||||
Deferred revenue | 929 | (929 | ) | — | |||||||||
Total current liabilities | 5,759 | 2,208 | 7,967 | ||||||||||
Deferred revenue | 352 | (352 | ) | — | |||||||||
Other long-term liabilities | 458 | 143 | 601 | ||||||||||
Total liabilities assumed | $ | 6,569 | $ | 1,999 | $ | 8,568 | |||||||
Total identifiable net assets at fair value | 9,503 | 1,049 | 10,552 | ||||||||||
Goodwill | — | 18,072 | 18,072 | ||||||||||
Other intangibles | 22,470 | (21,970 | ) | 500 | |||||||||
Total purchase consideration | $ | 31,973 | $ | (2,849 | ) | $ | 29,124 | ||||||
Sunetric | |||||||||||||
On May 14, 2014, the Company acquired 100% of the equity interests of Sunetric, pursuant to the terms of a Membership Interest Purchase Agreement (“MIPA”) entered into on March 26, 2014 and amended on May 14, 2014. The provisional purchase consideration transferred totaled $11.6 million and consisted of (i) 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 (ii) $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 which may influence future releases of the holdback consideration of $1.82 million, or 604,711 shares of Class A common stock. An adjustment of approximately $0.45 million to the working capital was determined 90 days after close, such amount is a reduction of the 50% November, 2014 release of 302,355 million holdback shares. Accordingly, 150,154 holdback shares were held for release as of November 14, 2014. Therefore, a reduction of $0.4 million in contingent consideration was recorded as of December 31, 2014. | |||||||||||||
Additional 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. As of December 31, 2014, the sellers did not earn any of the 2014 earn-out consideration, reducing any future earn-out potential to $1 million consideration. Based on the 2015 budget, the Company believes the 2015 earn-out will be forfeited as well. This determination resulted in the reduction of $0.5 million from the consideration to be transferred and is offset against the goodwill. | |||||||||||||
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 led to the recognition of acquired goodwill, which is not expected to be deductible for tax purposes. | |||||||||||||
Recently, the principal electric utility in Hawaii, the market Sunetric operates within, has taken further measures that the Company believes diminishes the value proposition of solar for both residential and commercial customers. Those actions, along with a recent precipitous decline in sales for the Sunetric segment, caused management to conduct a review of the intangible assets recorded for Sunetric in conjunction with its preparation of its financial statements as of December 31, 2014. The electric regulatory environment along with the recent decline in sales has caused the Company’s expectations for future growth and profitability to be lower than its previous estimates. As a result of its year-end 2014 impairment review, the Company recorded a write down of its intangible assets related to Sunetric of approximately $10.4 million. The impairment reflects $8.0 million of goodwill, $1.1 million of trademarks and $1.3 million of purchased backlog and non-compete agreements. | |||||||||||||
Class A Common | Closing Share | Valuation | |||||||||||
Stock Issued | Price | ||||||||||||
Provisional consideration issued | 3,425 | $ | 2.75 | $ | 9,419 | ||||||||
Indemnification consideration | 605 | 1,664 | |||||||||||
Indemnification unrecognizable | (152 | ) | (419 | ) | |||||||||
Estimated contingent consideration | 510 | ||||||||||||
Consideration unrecognizable | (510 | ) | |||||||||||
Adjusted consideration transferred | 3,878 | $ | 10,664 | ||||||||||
The acquisition of Sunetric has been accounted for in accordance with the acquisition method of accounting. The amounts in the table below represent the 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; which was subsequently adjusted based on a third-party valuation study. Additionally, under ASC Topic 805, the Company adjusted the preliminary purchase price allocation, as necessary, as the valuations for the assets acquired and liabilities assumed were finalized. Changes to separately identified tangible and intangible assets and liabilities resulted in corresponding adjustments to goodwill. | |||||||||||||
Purchase Price | Purchase Price | Reconciliation of | |||||||||||
Allocation as | Allocation | Assets and | |||||||||||
Originally | Adjustments | Liabilities | |||||||||||
Reported | Transferred | ||||||||||||
Cash | $ | 185 | $ | 182 | $ | 367 | |||||||
Accounts receivable, net | 1,466 | — | 1,466 | ||||||||||
Costs in excess of billings on uncompleted contracts | 1,517 | — | 1,517 | ||||||||||
Other current assets | 199 | (23 | ) | 176 | |||||||||
Inventory | 1,661 | 29 | 1,690 | ||||||||||
Current assets | 5,028 | 188 | 5,216 | ||||||||||
Fixed assets | 168 | — | 168 | ||||||||||
Other assets | 555 | — | 555 | ||||||||||
Total assets acquired | $ | 5,751 | $ | 188 | $ | 5,939 | |||||||
Accounts payable | $ | 2,865 | $ | 221 | $ | 3,086 | |||||||
Accrued liabilities | 752 | 1 | 753 | ||||||||||
Billings in excess of costs on uncompleted contracts | 1,552 | — | 1,552 | ||||||||||
Deferred revenue | 36 | — | 36 | ||||||||||
Total current liabilities | 5,205 | 222 | 5,427 | ||||||||||
Other long-term liabilities | 3,207 | (974 | ) | 2,233 | |||||||||
Total liabilities assumed | $ | 8,412 | $ | (752 | ) | $ | 7,660 | ||||||
Total identifiable net assets at fair value | (2,661 | ) | 940 | (1,721 | ) | ||||||||
Goodwill | 9,624 | (1,869 | ) | 7,755 | |||||||||
Other intangibles | 4,630 | — | 4,630 | ||||||||||
Total purchase consideration | $ | 11,593 | $ | (929 | ) | $ | 10,664 | ||||||
The estimated acquired intangibles, based on preliminary third-party valuation studies, are comprised of a customer-related intangible, production backlog, of $3.26 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, $12.7 million of net revenue and $12.8 million of net losses which includes a noncash impairment charge of $10.4 million attributable to Sunetric are included in our condensed consolidated statement of operations for the year ended December 31, 2014. | |||||||||||||
Pro Forma Information of Mercury and Sunetric | |||||||||||||
The following is supplemental unaudited interim pro forma information for the Mercury and Sunetric acquisitions as if the Company had issued 11.0 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 $2,451,000 for the year ended December 31, 2014, to remove historical amortization expense related to acquired intangibles; | ||||||||||||
2) | Increased by $194,000 and $4,020,000 years ended December 31, 2014 and 2013, respectively, to reflect pro forma amortization expense related to acquired intangibles; and | ||||||||||||
3) | Decreased by $2,430,000 and $1,154,000 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. | |||||||||||||
Years Ended | |||||||||||||
December 31, | |||||||||||||
(in thousands, except per share data) | 2014 | 2013 | |||||||||||
Net revenue | $ | 125,062 | $ | 156,163 | |||||||||
Net loss | $ | (56,953 | ) | $ | (21,340 | ) | |||||||
Net loss per share – basic and diluted | $ | (1.15 | ) | $ | (0.52 | ) | |||||||
Goodwill_and_Other_Asset_Impai
Goodwill and Other Asset Impairments | 12 Months Ended |
Dec. 31, 2014 | |
Goodwill and Other Asset Impairments | 4. Goodwill and Other Asset Impairments |
In accordance with the Financial Accounting Standards Board’s accounting standards codification, the Company established a purchase price for tangible assets net of liabilities for its catalog segment consisting primarily of its Hopland, California facility of $1 million based on (i) realizability of its personal assets and (ii) real property market place comparability (level two of the fair value hierarchy) during the third quarter of 2014. Accordingly, as of September 30, 2014, the Company recognized a valuation impairment charge of $1.3 million. Thereafter, on December 4, 2014, the Company executed a sale of Hopland assets, net of liabilities, for $1.0 million. An additional loss on sale was recorded on the date of sale of $0.1 million and is recorded in general and administrative expenses on the consolidated statement operations. | |
The Company performed periodic tests of goodwill and other intangibles for its acquisitions of Syndicated, Mercury, and Sunetric. The Company’s goodwill balances were $1.3 million and $1.9 million at December 31, 2014 and 2013, respectively, and other intangibles balances were zero and $0.5 million at December 31, 2014 and 2013, respectively. Based on the results of these tests the Company determined it was appropriate and recorded impairment of goodwill and intangibles of $30.5 million, zero, and $22.0 million during the years ended December 31, 2014, 2013 and 2012, respectively. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property and Equipment | 5. Property and Equipment | ||||||||
Property and equipment, stated at lower of cost or estimated fair value, consists of the following as of December 31: | |||||||||
(in thousands) | 2014 | 2013 | |||||||
Land | $ | — | $ | 1,716 | |||||
Buildings and leasehold improvements | 142 | 136 | |||||||
Furniture, fixtures and equipment | 1,334 | 1,040 | |||||||
Website development | 1,512 | 960 | |||||||
Vehicles and machinery | 1,958 | 2,851 | |||||||
4,946 | 6,703 | ||||||||
Accumulated depreciation and amortization | (3,442 | ) | (3,953 | ) | |||||
Total property and equipment, net | $ | 1,504 | $ | 2,750 | |||||
Revolving_Line_of_Credit_and_T
Revolving Line of Credit and Term Loan | 12 Months Ended |
Dec. 31, 2014 | |
Revolving Line of Credit and Term Loan | 6. Revolving Line of Credit and Term Loan |
At December 31, 2014, 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 and collateralized by a security interest in substantially all of the Company’s assets. 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 plus a final fee of $150,000. Borrowings bear interest at the greater of (a) the bank’s prime rate plus 4.00%, or (b) 8.00%. The Company had outstanding borrowings under the revolving line of credit of $4.4 million at December 31, 2014. | |
The 2014 amendments and subsequent amendments during 2015 to the SVB Loan are described below. | |
Sixth Loan Modification | |
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. In connection therewith, the Company paid SVB modification and extension fees of $80,000 plus expenses, and issued to SVB a warrant 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 with an expiration date of June 5, 2021. This 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. | |
Seventh Loan Modification | |
On November 19, 2014, the Company entered into a Joinder and Seventh Loan Modification Agreement (the “Seventh Loan Modification Agreement”) with SVB. The Seventh Loan Modification Agreement granted the Company a waiver for non-compliance as of September 30, 2014, reset certain financial covenants, reduced the Company’s borrowing availability from $6.5 million to $5.5 and reduced the borrowing base to 75% of eligible accounts receivable less $1.0 million and granted consent to dispositions, including the real property and asset sale of Hopland and the sale and transfer of certain commercial business pipeline. In connection therewith, the Company paid SVB a waiver fee of $10,000 and issued to SVB a warrant to purchase 203,704 shares of the Company’s Class A common stock at an exercise price of $0.81 per share, subject to adjustment with an expiration date of November 19, 2021. This 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. | |
Eighth Loan Modification | |
As of December 31, 2014 the amended maturity date of the SVB Loan was January 31, 2015. On January 30, 2015 the Eighth Loan Modification Agreement was executed, extending the maturity date to March 17, 2015. In connection with the amendment the Company paid a waiver fee of $8,125. | |
Ninth Loan Modification | |
On March 16, 2015 the Company entered into a Ninth Loan Modification Agreement (the “Ninth Loan Modification Agreement”) with SVB to extend the maturity date of the revolving line of credit under the SVB Loan from March 17, 2015 to March 15, 2016. Further, the amendment also restated certain financial covenants of the SVB Loan, reduced the revolving line amount available at any one time from $5.5 million to $5.0 million, and increased the borrowing base by eliminating the Seventh Loan Modification’s requirement to maintain a $1.0 million reserve under the Availability Amount (as defined in the SVB Loan). In connection with the Amendment, the Company paid a $50,000 fee to SVB. |
Payable_to_Gaiam
Payable to Gaiam | 12 Months Ended |
Dec. 31, 2014 | |
Payable to Gaiam | 8. Related Parties |
Retail Store, Hopland, CA | |
On December 5, 2014, the Company sold its retail/catalog segment (Real Goods Trading Corp) to, among others, John Schaeffer, an active member of the Company’s Board of Directors and a former officer of the Company. The retail and catalog business was not 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. The purchase agreement provides that in the event the purchasers sell the retail/catalog business or the associated real property within 18 months following the closing date, the, purchasers will pay to the Company 50% of the net profits realized. In the event the purchasers sell the retail/catalog business or the associated real property between 18 and 36 months following the closing date, the purchasers will pay to the Company 25% of the net profits realized. | |
Riverside | |
At December 31, 2014, Riverside owned approximately 15% of the Company’s outstanding Class A common stock and was one of its creditors. Pursuant to the terms of a Shareholders Agreement, Riverside has the right to designate a certain number of individuals for appointment or nomination to the Board of Directors, tied to its ownership of the Company’s Class A common stock. | |
At December 31, 2014 and 2013 the Company had notes payable to Riverside Fund III of $3.15 million and $4.15 million, respectively. As of December 31, 2014, the Riverside loans were due to mature on March 31, 2015. As discussed in Note 17, Subsequent Events, the parties extended the maturity date of these notes to March 31, 2016 and the Company granted Riverside the option to place a second lien on the Company’s assets. These loans bear interest at 10% compounded annually and due at maturity. Until March 16, 2015, the loans were unsecured and subordinated to the Company’s indebtedness to unaffiliated creditors. Subject to the rights of senior debt, RGS has the right to prepay the loans at any time without premium or penalty and during 2014 the Company repaid the $1.0 million note due on April 30, 2014. As of December 31, 2014 and 2013, the Company had accrued interest payable to Riverside of approximately $0.9 million and $0.7 million, respectively; and paid Riverside interest of approximately $0.1 million and zero during the years ended December 31, 2014 and 2013, respectively. | |
Gaiam | |
At December 31, 2012, the Company’s related party debt was comprised of $2.7 million owed to Gaiam. | |
As conditions for Gaiam extending the maturity date of its then existing $1.7 million loan to RGS from December 30, 2012 to April 30, 2013 and loaning RGS an additional $1.0 million, the Company had to pay all interest owed on the then existing Gaiam loan of $1.7 million; execute and deliver to Gaiam an option agreement, reasonably acceptable to both parties, permitting Gaiam to purchase for $200,000 all tenant improvements constructed by RGS in its principal office space leased from Gaiam; and amend the Company’s facility lease with Gaiam to cancel, effective December 31, 2012, the $3 per square foot credit set forth in the then current lease. On April 23, 2013, Gaiam converted $100,000 of the then outstanding $2.7 million into 62,111 shares of the Company’s Class A common stock. The $2.6 million remaining amount due to Gaiam was repaid on November 5, 2013: $2.1 million in cash, $200,000 of tenant improvements transferred to Gaiam and a discount for early repayment of $300,000. As of December 31, 2014, the discount is included in other accrued liabilities to reflect the above market lease with Gaiam for the Company’s headquarters office space. | |
Payable to Gaiam [Member] | |
Payable to Gaiam | 7. Payable to Gaiam |
During 2013, through open market sales of shares by Gaiam, its ownership declined to less than 10% of the Company’s issued and outstanding shares of Class A common stock. | |
Historically, the Company had a need for certain services to be provided by Gaiam under the Intercorporate Services Agreement and Industrial Building Lease Agreement for the Company’s corporate headquarters. These services included, but were not limited to, administrative, technical accounting advisory, public financial reporting and certain occupancy and related office services as required from time to time. Previously, the Company determined that it was not cost effective to obtain and separately maintain the personnel and infrastructure associated with these services with a complement of full time, skilled employees. Also see Note 9. Commitments and Contingencies – Operating Leases. | |
The Company significantly reduced its reliance on Gaiam to provide services under the Intercorporate Services Agreement during 2013. The agreement was terminated on December 19, 2013. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies | 9. Commitments and Contingencies | ||||
The Company leases office and warehouse space through operating leases. Some of the leases have renewal clauses, which range from three months to five years. On December 19, 2011, RGS entered into a five year facility lease with Gaiam, a related party, for office space in Louisville, Colorado. The lease commenced on January 1, 2012 and provides for monthly payment of approximately $41,537. | |||||
The Company leases vehicles through operating leases for its certain field personnel. Leases range up to five years with varying termination dates through July 2018. | |||||
The following schedule represents the annual future minimum payments of all leases as of December 31, 2014: | |||||
(in thousands) | Future Minimum | ||||
Lease Payments | |||||
2015 | $ | 1,218 | |||
2016 | 786 | ||||
2017 | 214 | ||||
2018 | 46 | ||||
Total minimum lease payments | $ | 2,264 | |||
The Company incurred office and warehouse rent expense of $1.2 million, $1.3 million and $0.9 million for the years ended December 31, 2014, 2013 and 2012, 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. | |||||
From time to time, we are involved in legal proceedings that we consider to be in the normal course of business. On July 9, 2014, the Company completed a PIPE offering of approximately $7.0 million at a price per share of $2.40. Subsequently, the company’s stock price has declined to $0.26 as of March 23, 2015 and four of the investors in the offering (out of approximately 20 total investors in the offering) have asserted claims against the company in three separate lawsuits alleging certain misrepresentations and omissions in the offering. The Company intends to vigorously defend itself in the litigation and has made a motion for dismissal. As of December 31, 2014 we have not recorded a liability associated with this claim. |
Shareholders_Equity
Shareholders' Equity | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Shareholders' Equity | 10. Shareholders’ Equity | ||||
On June 3, 2013, RGS issued 3.4 million shares of its Class A common stock and received net proceeds of $8.4 million. As part of the offering, RGS issued warrants to purchase 1.7 million shares of its Class A common stock at $2.60 per share, which expire June 3, 2018. The exercise price was reduced to $2.50 per share in conjunction with the November 15, 2013 issuance of shares and warrants. Certain anti-dilution protection provisions contained in the warrants were triggered. Such provisions required the exercise price of the warrants to be reduced and the number of shares of Class A common stock issuable upon exercise of the warrants to increase, based on the formula and on the terms set forth in the warrants after taking into account the Black Scholes and fair market values of the warrants and such anti-dilution protection provisions. 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. | |||||
On November 15, 2013, RGS issued 5.9 million shares of its Class A common stock and received net proceeds of $18.4 million. As part of the offering, RGS issued warrants to purchase 5.0 million shares of its Class A common stock at $3.41 per share, which expire May 15, 2019. | |||||
On January 14, 2014, the Company issued 7,604,127 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 December 31, 2014, 313,235 shares of the provisional purchase consideration transferred and 201,390 shares of the retention compensation remained in escrow. See Note 12. Share-Based Compensation and Note 3. 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 9, 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 2014 in return for assisting the Company with the collection of certain accounts receivable related to the Syndicated business. See Note 3. 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 December 31, 2014, these reserved shares are reported, after adjustments, 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 3. Business Combinations. | |||||
On July 9, 2014 RGS issued 2.9 million shares of its Class A common stock and received proceeds of $7.0 million. As part of the offering, RGS issued warrants to purchase 5.3 million shares of its Class A common stock at $3.19 per share, which expire July 9, 2020. | |||||
At December 31, 2014, RGS had the following shares of Class A common stock reserved for future issuance: | |||||
Stock options under incentive plans | 2,318,280 | ||||
Stock options under plans not approved by security holders | 90,000 | ||||
Sunetric – Provisional purchase consideration to be transferred | 302,356 | ||||
Warrants outstanding | 8,134,717 | ||||
Warrants outstanding – equity security | 282,535 | ||||
Total shares reserved for future issuance | 11,127,888 | ||||
Each holder of the Company’s Class A common stock is entitled to one vote for each share held on all matters submitted to a vote of shareholders. On December 31, 2011, Gaiam converted all of its holdings of the Company’s Class B common stock to Class A common stock and, as a result, RGS has had no shares of Class B common stock outstanding since December 31, 2011. Under the terms of the Company’s articles of incorporation and merger with Alteris, RGS is prohibited from issuing Class B common stock in the future. All holders of Class A common stock vote as a single class on all matters that are submitted to the shareholders for a vote. Accordingly, Riverside, as the holder of approximately 15% of the Class A common stock and entitled to vote in any election of directors, may exert significant influence over the election of the directors. Shareholders with the minimum number of votes that would be necessary to authorize or take action at a meeting at which all of the shares entitled to vote were present and voted may consent to an action in writing and without a meeting under certain circumstances. | |||||
Holders of the Company’s Class A common stock are entitled to receive dividends, if any, as may be declared by the Board of Directors out of legally available funds. In the event of a liquidation, dissolution or winding up of Real Goods Solar, Class A common stock holders are entitled to share ratably in the Company’s assets remaining after the payment of all debts and other liabilities. Holders of Class A common stock have no preemptive, subscription or redemption rights, and there are no redemption or sinking fund provisions applicable to the Company’s Class A common stock. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Fair Value Measurements | 11. Fair Value Measurements | ||||||||||||||||
The Company complies with the provisions of FASB ASC No. 820, Fair Value Measurements and Disclosures (“ASC 820”), in measuring fair value and in disclosing fair value measurements at the measurement date. ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements required under other accounting pronouncements. FASB ASC No. 820-10-35, Fair Value Measurements and Disclosures- Subsequent Measurement (“ASC 820-10-35”), clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820-10-35-3 also requires that a fair value measurement reflect the assumptions market participants would use in pricing an asset or liability based on the best information available. Assumptions include the risks inherent in a particular valuation technique (such as a pricing model) and/or the risks inherent in the inputs to the model. | |||||||||||||||||
ASC 820-10-35 discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The statement utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: | |||||||||||||||||
Level 1 Inputs – Level 1 inputs are unadjusted quoted prices in active markets for assets or liabilities identical to those to be reported at fair value. An active market is a market in which transactions occur for the item to be fair valued with sufficient frequency and volume to provide pricing information on an ongoing basis. | |||||||||||||||||
Level 2 Inputs – Level 2 inputs are inputs other than quoted prices included within Level 1. Level 2 inputs are observable either directly or indirectly. These inputs include: (a) Quoted prices for similar assets or liabilities in active markets; (b) Quoted prices for identical or similar assets or liabilities in markets that are not active, such as when there are few transactions for the asset or liability, the prices are not current, price quotations vary substantially over time or in which little information is released publicly; (c) Inputs other than quoted prices that are observable for the asset or liability; and (d) Inputs that are derived principally from or corroborated by observable market data by correlation or other means. | |||||||||||||||||
Level 3 Inputs – Level 3 inputs are unobservable inputs for an asset or liability. These inputs should be used to determine fair value only when observable inputs are not available. Unobservable inputs should be developed based on the best information available in the circumstances, which might include internally generated data and assumptions being used to price the asset or liability. | |||||||||||||||||
When determining the fair value measurements for assets or liabilities required or permitted to be recorded at and/or marked to fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. When possible, the Company looks to active and observable markets to price identical assets. When identical assets are not traded in active markets, the Company looks to market observable data for similar assets. | |||||||||||||||||
The following tables summarize the basis used to measure certain financial assets and liabilities at fair value on a recurring basis in the consolidated balance sheets: | |||||||||||||||||
Balance at December 31, 2014 | Quoted Prices in | Significant | Significant | ||||||||||||||
Active Markets | Other | Unobservable | |||||||||||||||
for Identical | Observable | Inputs | |||||||||||||||
Items | Inputs | ||||||||||||||||
(in thousands) | Total | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Common stock warrant liability | $ | 2,491 | $ | — | $ | — | $ | 2,491 | |||||||||
The following summarizes the valuation technique for assets and liabilities measured and recorded at fair value: | |||||||||||||||||
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 year ended December 31, 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 | 2,201 | ||||||||||||||||
Exercise of common stock warrants | (621 | ) | |||||||||||||||
Change in fair value of common stock warrant liability, net | (14,160 | ) | |||||||||||||||
Fair value of common stock warrant liability at December 31, 2014 | $ | 2,491 | |||||||||||||||
ShareBased_Compensation
Share-Based Compensation | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Share-Based Compensation | 12. Share-Based Compensation | ||||||||||||||||
The Company’s share-based compensation programs are long-term retention programs that are intended to attract, retain and provide incentives for talented employees, officers, and directors to align shareholder and employee interests. RGS primarily grants options under its 2008 Long-Term Incentive Plan, but also granted 300,000 non-shareholder approved options to its chief executive officer during 2012 of which 210,000 were forfeited in 2014. | |||||||||||||||||
On January 14, 2014, the Company’s shareholders approved an amendment to the 2008 Long-Term Incentive Plan. The amendment increased the number of options available for grant to 6,704,237. | |||||||||||||||||
At December 31, 2014, the Company’s 2008 Long-Term Incentive Plan provided for the granting of options to purchase up to 6,704,231 shares of its Class A common stock. Both nonqualified stock options and incentive stock options may be issued under the provisions of the 2008 Long Term Incentive Plan. Employees, members of the Board of Directors, consultants, service providers and advisors are eligible to participate in the 2008 Long-Term Incentive Plan, which terminates upon the earlier of a board resolution terminating the 2008 Long-Term Incentive Plan or ten years after the effective date of the 2008 Long-Term Incentive Plan. All outstanding options are nonqualified and are generally granted with an exercise price equal to the closing market price of the Company’s stock on the date of the grant. Options vest based on service conditions, performance (attainment of a certain amount of pre-tax income for a given year), or some combination thereof. Grants typically expire seven years from the date of grant. | |||||||||||||||||
The determination of the estimated fair value of share-based payment awards on the date of grant using the Black-Scholes option-pricing model is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables. Expected volatilities are based on a value calculated using the combination of historical volatility of comparable public companies in RGS’ industry and its stock price volatility since our initial public offering. Expected life is based on the specific vesting terms of the option and anticipated changes to market value and expected employee exercise behavior. The risk-free interest rate used in the option valuation model is based on U.S. Treasury zero-coupon securities with remaining terms similar to the expected term on the options. RGS does not anticipate paying any cash dividends on its Class A common stock in the foreseeable future and, therefore, an expected dividend yield of zero is used in the option valuation model. RGS is required to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. RGS primarily uses plan life to-date forfeiture experience rate to estimate option forfeitures and records share-based compensation expense only for those awards that are expected to vest. | |||||||||||||||||
The following are the variables used in the Black-Scholes option pricing model to determine the estimated grant date fair value for options granted under the Company’s incentive plans for each of the years presented: | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Expected volatility | 98% - 102% | 83% - 104% | 76% - 87% | ||||||||||||||
Weighted-average volatility | 101% | 93% | 80% | ||||||||||||||
Expected dividends | — % | — % | — % | ||||||||||||||
Expected term (in years) | 3.8 - 7.0 | 3.8 - 6.6 | 5.0 - 6.6 | ||||||||||||||
Risk-free rate | 1.57% - 2.44% | 0.68% - 2.45% | 0.57% - 1.26% | ||||||||||||||
The table below presents a summary of our option activity as of December 31, 2014 and changes during the year then ended: | |||||||||||||||||
Shares | Weighted- | Weighted- | Aggregate | ||||||||||||||
Average | Average | Intrinsic | |||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Contractual | ||||||||||||||||
Term | |||||||||||||||||
(Yrs) | |||||||||||||||||
Outstanding at January 1, 2012 | 1,902,120 | $ | 2.8 | ||||||||||||||
Granted | 1,431,500 | 1.19 | |||||||||||||||
Exercised | — | ||||||||||||||||
Forfeited and expired | (1,508,300 | ) | 2.38 | ||||||||||||||
Outstanding at December 31, 2012 | 1,825,320 | $ | 1.88 | 5.4 | $ | — | |||||||||||
Exercisable at December 31, 2012 | 508,350 | $ | 2.93 | 3 | $ | — | |||||||||||
Granted | 971,000 | 1.57 | |||||||||||||||
Exercised | (117,030 | ) | 1 | ||||||||||||||
Forfeited or expired | (341,080 | ) | 1.08 | ||||||||||||||
Outstanding at December 31, 2013 | 2,238,210 | $ | 1.51 | 5 | $ | 3,468,464 | |||||||||||
Exercisable at December 31, 2013 | 609,090 | $ | 2 | 2.6 | $ | 621,573 | |||||||||||
Granted | 2,438,000 | 3.08 | |||||||||||||||
Exercised | (129,480 | ) | 1.04 | ||||||||||||||
Forfeited or expired | (2,238,450 | ) | 2.26 | ||||||||||||||
Outstanding at December 31, 2014 | 2,408,280 | $ | 2.44 | 5 | $ | — | |||||||||||
Exercisable at December 31, 2014 | 799,510 | $ | 2.12 | 2.8 | $ | — | |||||||||||
The weighted-average grant-date fair value of options granted during the years 2014, 2013 and 2012 was $2.26, $1.13 and $0.76, respectively. The total fair value of shares vested was approximately $900,000, $305,000 and $432,000 during the years ended December 31, 2014, 2013 and 2012, respectively. The Company’s share-based compensation cost charged against income for continuing operations was approximately $1.3 million, $0.5 million, and $0.3 million during the years 2014, 2013 and 2012, respectively. As of December 31, 2014, there was $0.9 million of unrecognized cost related to non-vested shared-based compensation arrangements granted under the plans. The Company expects that cost to be recognized over a weighted-average period of 3.3 years. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Taxes | 13. Income Taxes | ||||||||||||
The Company’s provision for income tax expense (benefit) is comprised of the following: | |||||||||||||
Years ended December 31, | |||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
Current: | |||||||||||||
Federal | $ | $ | — | $ | — | ||||||||
State | 164 | 58 | 61 | ||||||||||
164 | 58 | 61 | |||||||||||
Deferred: | |||||||||||||
Federal | (1,404 | ) | — | 7,361 | |||||||||
State | — | — | 1,298 | ||||||||||
(1,404 | ) | — | 8,659 | ||||||||||
Total | $ | (1,240 | ) | $ | 58 | $ | 8,720 | ||||||
Variations from the federal statutory rate are as follows: | |||||||||||||
Years ended December 31, | |||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
Expected federal income tax expense (benefit) at statutory rate of 35% | $ | (20,510 | ) | $ | (3,882 | ) | $ | (13,086 | ) | ||||
Effect of permanent goodwill impairment | 5,859 | — | 7,898 | ||||||||||
Effect of permanent acquisition-related differences | (1,404 | ) | — | — | |||||||||
Effect of permanent other differences | (5,304 | ) | 136 | 94 | |||||||||
Effect of valuation allowance | 22,161 | 4,559 | 16,074 | ||||||||||
Other | (299 | ) | (48 | ) | 49 | ||||||||
State income tax expense (benefit), net of federal benefit | (1,743 | ) | (707 | ) | (2,309 | ) | |||||||
$ | (1,240 | ) | $ | 58 | $ | 8,720 | |||||||
Deferred income taxes reflect net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of the net accumulated deferred income tax assets shown on a gross basis as of December 31, 2014 and 2013 are as follows: | |||||||||||||
(in thousands) | 2014 | 2013 | |||||||||||
Deferred tax assets (liabilities) | |||||||||||||
Current: | |||||||||||||
Provision for doubtful accounts | $ | 447 | $ | 230 | |||||||||
Inventory-related expense | 222 | 274 | |||||||||||
Accrued liabilities | 1,326 | 1,385 | |||||||||||
Other | 1,340 | — | |||||||||||
Total current deferred tax assets | 3,334 | 1,889 | |||||||||||
Non-current | |||||||||||||
Depreciation and amortization | 4,556 | 775 | |||||||||||
Net operating loss carry-forwards | 38,167 | 20,337 | |||||||||||
Other | 53 | (5 | ) | ||||||||||
Total non-current deferred tax assets | 42,777 | 21,108 | |||||||||||
Valuation allowance | (46,111 | ) | (22,997 | ) | |||||||||
Total net deferred tax assets | $ | — | $ | — | |||||||||
At December 31, 2014, RGS had $90.4 million of federal net operating loss carryforwards expiring, if not utilized, beginning in 2020. Additionally, the Company had $77.4 million of state net operating loss carryforwards expiring, it not utilized, beginning in 2019. | |||||||||||||
Utilization of the net operating loss carry forwards may be subject to annual limitation under applicable federal and state ownership change limitations and, accordingly, net operating losses may expire before utilization. The Company has not completed a Section 382 analysis through December 2014 and therefore has not determined the impact of any ownership changes, as defined under Section 382 of the Internal Revenue Code has occurred in prior years. Therefore, the net operating loss carryforwards above do not reflect any possible limitations and potential loss attributes to such ownership changes. | |||||||||||||
The Company does not have any tax positions for which it is reasonably possible the total amount of gross unrecognized benefits will increase or decrease within 12 months of the year ended December 31, 2014. | |||||||||||||
As a result of the net operating losses, substantially all of its federal, state and local income tax returns are subject to audit. | |||||||||||||
The Company’s valuation allowance increased by approximately $23.1 million for the year ended December 31, 2014 as a result of its operating loss for the year. The valuation allowance was determined in accordance with the provisions of ASC 740, Income Taxes, which requires an assessment of both negative and positive evidence when measuring the need for a valuation allowance. Based upon the available objective evidence and the Company’s history of losses, management believes it is more likely than not that the net deferred tax assets will not be realized. At December 31, 2014, the Company has a valuation allowance against its deferred tax assets net of the expected taxable income from the reversal of its deferred tax liabilities. | |||||||||||||
The Company is required, under the terms of its tax sharing agreement with Gaiam, to distribute to Gaiam the tax effect of certain tax loss carryforwards as utilized by the Company in preparing its federal, state and local income tax returns. At December 31, 2014, utilizing an income tax rate of 35%, the Company estimates that the maximum amount of such distributions to Gaiam could aggregate $1.6 million. |
Segment_Information
Segment Information | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Segment Information | 14. 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 – corporate operations and retail (catalogue); however, see Note 4 for subsequent sale of the catalogue segment in December 2014. | |||||||||||||
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: | |||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
Net revenue: | |||||||||||||
Residential | $ | 55,844 | $ | 53,918 | $ | 42,476 | |||||||
Sunetric | 12,742 | — | — | ||||||||||
Other | 2,189 | 3,741 | 1,500 | ||||||||||
Consolidated net revenue | 70,775 | 57,659 | 43,976 | ||||||||||
Income (loss) from operations: | |||||||||||||
Residential | (12,261 | ) | (1,647 | ) | (4,681 | ) | |||||||
Sunetric | (12,798 | ) | — | — | |||||||||
Other | (15,372 | ) | (11,672 | ) | (33,666 | ) | |||||||
Consolidated loss from continuing operations | (40,431 | ) | (13,319 | ) | (38,347 | ) | |||||||
Reconciliation of consolidated loss from operations to consolidated net loss: | |||||||||||||
Interest and other expense, net | (1,170 | ) | (928 | ) | (790 | ) | |||||||
Change in valuation of warrants | 14,160 | 2,026 | — | ||||||||||
Income tax expense/(benefit) | (1,240 | ) | 58 | 8,720 | |||||||||
(Loss)/gain from discontinued operations, net of tax | (30,910 | ) | 979 | 651 | |||||||||
Net loss | $ | (57,111 | ) | $ | (11,300 | ) | $ | (47,206 | ) | ||||
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) | 2014 | 2013 | |||||||||||
Total assets – continuing operations: | |||||||||||||
Residential | $ | 17,183 | $ | 21,267 | |||||||||
Sunetric | 7,430 | — | |||||||||||
Other | 984 | 15,603 | |||||||||||
$ | 25,597 | $ | 36,870 | ||||||||||
Total assets – discontinued operations: | |||||||||||||
Commercial | 9,509 | 6,898 | |||||||||||
$ | 35,106 | $ | 43,768 | ||||||||||
Discontinued_Operations
Discontinued Operations | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Discontinued Operations | 15. 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 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: | |||||||||||||
Years ended December 31, | |||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
Major line items constituting pretax loss of discontinued operations: | |||||||||||||
Net revenue | $ | 45,166 | $ | 43,683 | $ | 48,914 | |||||||
Cost of goods sold | 45,856 | 38,030 | 41,863 | ||||||||||
Expenses: | |||||||||||||
Selling and operating (a) | 7,324 | 3,553 | 6,158 | ||||||||||
General and administrative (b) | 1,808 | — | — | ||||||||||
Acquisition related costs | 1,640 | 1,014 | — | ||||||||||
Restructuring costs | 148 | — | — | ||||||||||
Depreciation and amortization | 534 | 107 | 242 | ||||||||||
Goodwill and other asset impairments | 18,766 | — | — | ||||||||||
Pretax (loss)/gain of discontinued operations | $ | (30,910 | ) | $ | 979 | $ | 651 | ||||||
Income tax benefit | — | — | — | ||||||||||
(Loss)/gain on discontinued operations | $ | (30,910 | ) | $ | 979 | $ | 651 | ||||||
(a) | Included in the selling and operating expense for the December 31, 2014 is $1.2 million related to the write-off of a certain account receivable. | ||||||||||||
(b) | Included in the general and administrative costs for December 31, 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) | December 31, | December 31, | |||||||||||
2014 | 2013 | ||||||||||||
Carrying amounts of major classes of assets included as part of discontinued operations: | |||||||||||||
Current assets: | |||||||||||||
Accounts receivable, net | $ | 6,223 | $ | 1,591 | |||||||||
Costs in excess of billings on uncompleted contracts | 1,841 | 4,556 | |||||||||||
Inventory, net | 242 | 314 | |||||||||||
Deferred costs on uncompleted contracts | 42 | 103 | |||||||||||
Other current assets | 79 | — | |||||||||||
Total major classes of current assets of the discontinued operations | 8,427 | 6,564 | |||||||||||
Noncurrent assets: | |||||||||||||
Property and equipment, net | 45 | 334 | |||||||||||
Other noncurrent assets | 1,037 | — | |||||||||||
Total noncurrent assets of discontinued operations | 1,082 | 334 | |||||||||||
Total assets of the discontinued operations in the balance sheet | $ | 9,509 | $ | 6,898 | |||||||||
Carrying amounts of major classes of liabilities included as part of discontinued operations: | |||||||||||||
Current liabilities: | |||||||||||||
Accounts payable | 4,977 | 7,429 | |||||||||||
Accrued liabilities | 2,608 | 629 | |||||||||||
Billings in excess of costs on uncompleted contracts | 373 | 395 | |||||||||||
Deferred revenue and other current liabilities | 26 | ||||||||||||
Total current liabilities of discontinued operations | 7,984 | 8,453 | |||||||||||
Noncurrent liabilities: | |||||||||||||
Other liabilities | 327 | — | |||||||||||
Total major classes of noncurrent liabilities of the discontinued operations | 327 | — | |||||||||||
Total liabilities of the discontinued operations in the balance sheet | $ | 8,311 | $ | 8,453 | |||||||||
Quarterly_Results_of_Operation
Quarterly Results of Operations | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Results of Operations | 16. Quarterly Results of Operations | ||||||||||||||||
The following is a summary of the quarterly results of all operations for the years ended December 31, 2014 and 2013: | |||||||||||||||||
(in thousands, except per share data) | Fiscal Year 2014 Quarters Ended | ||||||||||||||||
March 31 | June 30 (a) | September 30 | December 31 (b) | ||||||||||||||
Net revenue | $ | 13,767 | $ | 19,636 | $ | 18,928 | $ | 18,444 | |||||||||
Gross profit | $ | 2,811 | $ | 4,503 | $ | 3,197 | $ | 2,246 | |||||||||
Income (loss) before income taxes | $ | (12,031 | ) | $ | 470 | $ | (2,742 | ) | $ | (13,138 | ) | ||||||
Net income (loss) from continuing operations | $ | (12,036 | ) | $ | 1,684 | $ | (2,455 | ) | $ | (13,394 | ) | ||||||
Net loss from discontinued operations | $ | (2,792 | ) | $ | (23,039 | ) | $ | (2,295 | ) | $ | (2,784 | ) | |||||
Net loss | $ | (14,828 | ) | $ | (21,355 | ) | $ | (4,750 | ) | $ | (16,178 | ) | |||||
Diluted net loss per share | $ | (0.34 | ) | $ | (0.46 | ) | $ | (0.09 | ) | $ | (0.31 | ) | |||||
Weighted average shares outstanding-diluted | 43,600 | 46,071 | 51,055 | 51,549 | |||||||||||||
Fiscal Year 2013 Quarters Ended | |||||||||||||||||
March 31 | June 30 | September 30 (c) | December 31 (d) | ||||||||||||||
Net revenue | $ | 11,039 | $ | 11,905 | $ | 16,640 | $ | 18,075 | |||||||||
Gross profit | $ | 3,143 | $ | 2,976 | $ | 4,316 | $ | 3,826 | |||||||||
Loss before income taxes | $ | (3,756 | ) | $ | (3,093 | ) | $ | (3,100 | ) | $ | (2,272 | ) | |||||
Net loss from continuing operations | $ | (3,757 | ) | $ | (3,101 | ) | $ | (3,108 | ) | $ | (2,313 | ) | |||||
Net income (loss) from discontinued operations | $ | (37 | ) | $ | 193 | $ | 1,014 | $ | (191 | ) | |||||||
Net loss | $ | (3,794 | ) | $ | (2,908 | ) | $ | (2,094 | ) | $ | (2,504 | ) | |||||
Diluted net loss per share | $ | (0.14 | ) | $ | (0.10 | ) | $ | (0.07 | ) | $ | (0.09 | ) | |||||
Weighted average shares outstanding-diluted | 26,696 | 27,804 | 30,044 | 33,077 | |||||||||||||
(a) | The quarter ended June 30, 2014 includes a one-time non-cash charge of $18.8 million for the impairment of Mercury related intangibles. | ||||||||||||||||
(b) | The quarter ended December 31, 2014 includes a one-time non-cash charge of $10.4 million for the impairment of Sunetric related intangibles. | ||||||||||||||||
(c) | The quarter ended September 30, 2013 includes one-time cash charges of $0.6 million for the integration of Syndicated and other acquisition related expenses. | ||||||||||||||||
(d) | The quarter ended December 31, 2013 includes one-time cash charges of $1.5 million for the, acquisition of Mercury and other acquisition related expenses. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events | 17. Subsequent Events |
Extensions of Silicon Valley Bank line of credit facility: | |
Eighth Loan Modification | |
As of December 31, 2014 the amended maturity date was January 31, 2015. On January 30, 2015 the Eighth Loan Modification Agreement was executed, extending the maturity date to March 17, 2015. In connection with the amendment the Company paid a waiver fee of $8,125. | |
Ninth Loan Modification | |
On March 16, 2015 the Company entered into the Ninth Loan Modification Agreement with SVB to extend the maturity date of the revolving line of credit under the SVB Loan from March 17, 2015 to March 15, 2016. Further, the amendment also restated certain financial covenants of the SVB Loan, reduced the revolving line amount available at any one time from $5.5 million to $5.0 million, and increased the borrowing base by eliminating the Seventh Loan Modification’s requirement to maintain a $1.0 million reserve under the Availability Amount (as defined in the SVB Loan). In connection with the Amendment, the Company paid a $50,000 fee to SVB. | |
Extension of Riverside Notes: | |
On March 16, 2015 the Company extended its notes payable owed to Riverside for twelve months, extending the maturity date to March 31, 2016. In connection with the extension the Company granted Riverside the option to place a second lien upon assets of the Company. | |
Issuance of Securities: | |
On February 26 and February 27, 2015, we closed a sale of 7,000,000 units of our Class A common stock and warrants to purchase Class A common stock at a purchase price of $0.50 per unit in the 2015 Offering. Each unit consisted of: (i) one share of Class A common stock; (ii) a Series A Warrant to purchase share of the Company’s Class A common stock equal to 50% of the sum of the number of shares of Class A common stock purchased as part of the units plus, if applicable, the number of shares of Class A common stock issuable upon exercise in full of the Series E Warrants (without regard to any limitations on exercise) described below; (iii) a Series B Warrant to purchase shares of the Company’s Class A common stock for a “stated amount” (as described in the offering document); (iv) a Series C Warrant to purchase up to 50% of that number of shares of Class A common stock actually issued upon exercise of the Series B Warrant; and (v) a Series D Warrant to purchase additional shares of Class A common stock in an amount determined on a future reset date after the issuance of the Series D Warrant. In addition, investors who, together with certain “attribution parties,” would beneficially own in excess of 9.99% of the number of shares of Class A common stock outstanding immediately after the closing of the offering as a result of their purchase of units, received shares of Class A common stock in an amount up to such 9.99% cap and a Series E Warrant to purchase the balance of the shares of Class A common stock the investor would have received at closing but for the 9.99% cap. | |
The Company received net proceeds of approximately $2.75 million at the closing, after deducting commissions to the placement agent and estimated offering expenses payable by the Company associated with the offering. In addition, the Company received approximately $800,000 of additional proceeds upon the exercise of Series B Warrants in connection with the closing of the offering. As of March 23, 2015, the company has realized $2.9 million from the Class B warrants solely by voluntary exercises by the Class B warrant holders | |
WestPark Capital, Inc. acted as the placement agent for the offering (the “placement agent”) and in connection with the closing of the offering, the Company paid the placement agent an aggregate cash fee equal to $245,000, reimbursed expenses of $40,000, and issued warrants to purchase 560,000 shares of Class A common stock. | |
The Company sold the units, the shares of Commons Stock and the warrants issued as part of the units, and the shares of Class A common stock issuable upon exercise of the warrants issued as part of the units pursuant to an effective registration statement on Form S-3 (File No. 333-193718). The Company has agreed to maintain an effective registration statement covering the issuance of the Class A common stock issuable upon exercise of the warrants. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||||||||||
Use of Estimates | Use of Estimates | ||||||||||||||||||||||||||||||||||||||||
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. | |||||||||||||||||||||||||||||||||||||||||
Reclassifications | Reclassifications | ||||||||||||||||||||||||||||||||||||||||
Certain prior period amounts have been reclassified to conform to the current period presentation. The reclassifications did not impact prior period results of operations, cash flows, total assets, total liabilities or total equity. | |||||||||||||||||||||||||||||||||||||||||
Cash | Cash | ||||||||||||||||||||||||||||||||||||||||
Cash represents demand deposit accounts with financial institutions that are denominated in U.S. dollars. | |||||||||||||||||||||||||||||||||||||||||
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts | ||||||||||||||||||||||||||||||||||||||||
The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company makes estimates of the collectability of its accounts receivable by analyzing historical bad debts, specific customer creditworthiness and current economic trends. The allowance for doubtful accounts was $0.8 million and $0.3 million at December 31, 2014 and 2013, respectively. | |||||||||||||||||||||||||||||||||||||||||
Inventory | Inventory | ||||||||||||||||||||||||||||||||||||||||
Inventory consists primarily of solar energy system components (such as solar panels and inverters) located at Company warehouses and is stated at the lower of cost (first-in, first-out method) or market. The Company identifies the inventory items to be written down for obsolescence based on the item’s current sales status and condition. The Company writes down discontinued or slow moving inventories based on an estimate of the markdown to retail price needed to sell through its current stock level of the inventories on a quarterly basis. At December 31, 2014 and 2013, the Company has a reserve for obsolete or slow moving inventory of $0.4 million. | |||||||||||||||||||||||||||||||||||||||||
Property and Equipment | Property and Equipment | ||||||||||||||||||||||||||||||||||||||||
The Company states property and equipment at cost less accumulated depreciation and amortization. Depreciation of property and equipment is computed on the straight-line method over estimated useful lives, generally three to twenty years. RGS amortizes leasehold and building improvements over the shorter of the estimated useful lives of the assets or the remaining term of the lease or remaining life of the building, respectively. | |||||||||||||||||||||||||||||||||||||||||
Purchase Accounting | Purchase Accounting | ||||||||||||||||||||||||||||||||||||||||
The Company accounts for business combinations under ASC 805, Business Combinations. The cost of an acquisition, including any contingent consideration, is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities assumed, and equity instruments issued. Identifiable assets, liabilities, and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date. The excess of the cost of the acquisition over our interest in the fair value of the identifiable net assets acquired is recorded as goodwill. Further, acquisition tax benefits we obtain from acquired companies are recognized in operating income as changes in our tax valuation allowance for our previously existing deferred tax assets. | |||||||||||||||||||||||||||||||||||||||||
The Company engages outside appraisal firms to assist in the fair value determination of identifiable intangible assets such as customer relationships, trade names, property and equipment and any other significant assets or liabilities. The Company adjusts the preliminary purchase price allocation, as necessary, after the acquisition closing date through the end of the measurement period (up to one year) as the initial valuations for the assets acquired and liabilities assumed are finalized. | |||||||||||||||||||||||||||||||||||||||||
Goodwill and Other Intangibles | Goodwill and Other Intangibles | ||||||||||||||||||||||||||||||||||||||||
The Company reviews goodwill and indefinite-lived intangible assets for impairment annually during the second quarter, or more frequently if a triggering event occurs between impairment testing dates. | |||||||||||||||||||||||||||||||||||||||||
Intangible assets arising from business combinations, such as acquired customer contracts and relationships (collectively “customer relationships”), trademarks, and non-compete agreements are initially recorded at fair value. Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. | |||||||||||||||||||||||||||||||||||||||||
The Company’s impairment assessment begins with a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. The qualitative assessment includes comparing the overall financial performance of the reporting units against the planned results used in the last quantitative goodwill impairment test. If it is determined under the qualitative assessment that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then a two-step quantitative impairment test is performed. Under the first step, the estimated fair value of the reporting unit is compared with its carrying value (including goodwill). If the fair value of the reporting unit exceeds its carrying value, step two does not need to be performed. If the estimated fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the enterprise must perform step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. | |||||||||||||||||||||||||||||||||||||||||
Fair value of the reporting unit under the two-step assessment is determined using a discounted cash flow analysis. The use of present value techniques requires us to make estimates and judgments about our future cash flows. These cash flow forecasts will be based on assumptions that are consistent with the plans and estimates we use to manage our business. The process of evaluating the potential impairment of goodwill is highly subjective and requires significant judgment at many points during the analysis. Application of alternative assumptions and definitions could yield significantly different results. | |||||||||||||||||||||||||||||||||||||||||
Intangible assets with finite useful lives are amortized over their respective estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. | |||||||||||||||||||||||||||||||||||||||||
Revenue Recognition | Revenue Recognition | ||||||||||||||||||||||||||||||||||||||||
For sales of solar energy systems and components of less than 100 kilowatts (kW), the Company recognizes revenue, in accordance with ASC 605-25, Revenue Recognition—Multiple-Element Arrangements, and ASC 605-10-S99, Revenue Recognition—Overall—SEC Materials. Revenue is recognized when (1) persuasive evidence of an arrangement exists, (2) delivery has occurred or services have been rendered, (3) the sales price is fixed or determinable and (4) collection of the related receivable is reasonably assured. Components comprise of photovoltaic panels and solar energy system mounting hardware. The Company recognizes revenue when it installs a solar energy system, provided all other revenue recognition criteria have been met. Costs incurred on residential installations before the solar energy systems are completed are deferred and included in other current assets as work in progress in the consolidated balance sheet. | |||||||||||||||||||||||||||||||||||||||||
For those systems of 100kw or greater, or “commercial customers” the Company recognizes revenue according to ASC 605-35, Revenue Recognition—Construction-Type and Production Type Contracts. Revenue is recognized on a percentage-of-completion basis, based on the ratio of labor costs incurred to date to total projected labor costs. Provisions are made for the full amount of any anticipated losses on a contract-by-contract basis. | |||||||||||||||||||||||||||||||||||||||||
The assets “Costs in excess of billings on uncompleted contracts” and “Deferred costs on uncompleted contracts” represent costs incurred plus estimated earnings in excess of amounts billed on percentage-of-completion method contracts and costs incurred but deferred until recognition of the related contract revenue on completed-method contracts, respectively. The liability “Billings in excess of costs on uncompleted contracts” represents billings in excess of related costs and earned profit on percentage-of-completion method contracts. The Company invoices large installation customers according to milestones defined in their respective contracts. The prerequisite for billing is the completion of an application and certificate of payment form as per the contract, which is done after each month end. Unbilled receivables were included in discontinued operations at December 31, 2014 and 2013. | |||||||||||||||||||||||||||||||||||||||||
Deferred revenue consists of solar energy system installation fees billed to customers for projects which are not completed as of the balance sheet date. | |||||||||||||||||||||||||||||||||||||||||
Allocation of Costs | Allocation of Costs | ||||||||||||||||||||||||||||||||||||||||
Historically, Gaiam provided RGS with administrative, technical accounting advisory, public financial reporting and related office services under the Intercorporate Services Agreement. During 2013, the Company’s reliance on Gaiam for services provided under the Intercorporate Services Agreement decreased to the point that RGS and Gaiam terminated the agreement on December 19, 2013. The accompanying financial statements include an allocation of these expenses. The allocation is based on a combination of factors, including revenue and operating expenses. The Company believes the allocation methodologies used are reasonable and result in an appropriate allocation of costs incurred by Gaiam and its subsidiaries on the Company’s behalf. However, these allocations may not be indicative of the cost of future services as the company operates on a standalone basis. | |||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation | Share-Based Compensation | ||||||||||||||||||||||||||||||||||||||||
RGS recognizes compensation expense for share-based awards based on the estimated fair value of the award on the date of grant. The Company measures compensation cost at the grant date fair value of the award and recognizes compensation expense based on the probable attainment of a specified performance condition or over a service period. The Company uses the Black-Scholes option valuation model to estimate the fair value for purposes of accounting and disclosures. In estimating this fair value, certain assumptions are used (see Note 12. Share-Based Compensation), including the expected life of the option, risk-free interest rate, dividend yield, volatility and forfeiture rate. The use of different estimates for any one of these assumptions could have a material impact on the amount of reported compensation expense. | |||||||||||||||||||||||||||||||||||||||||
Income Taxes | Income Taxes | ||||||||||||||||||||||||||||||||||||||||
The Company recognizes income taxes under the asset and liability method. Deferred income taxes are recognized based on temporary differences between financial reporting and income tax basis of assets and liabilities, using current enacted income tax rates and regulations. These differences will result in taxable income or deductions in future years when the reported amount of the asset or liability is recovered or settled, respectively. Considerable judgment is required in determining when these events may occur and whether recovery of an asset is more likely than not. The Company’s effective tax rate remains fairly consistent. RGS has significant net operating loss carryforwards and will re-evaluate at the end of each reporting period whether it expects it is more likely than not that the deferred tax assets will be fully recoverable through the reversal of taxable temporary differences in future years as a result of normal business activities. The Company has agreed under our tax sharing agreement with Gaiam to make payments to Gaiam as RGS utilizes certain of its net operating losses in the future (see Note 13. Income Taxes). | |||||||||||||||||||||||||||||||||||||||||
The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. RGS measures the tax benefits recognized in the consolidated financial statements from such a position based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are often ambiguous. As such, RGS is required to make many subjective assumptions and judgments regarding its income tax exposures. Interpretations of and guidance surrounding income tax law and regulations change over time and may result in changes to the Company’s subjective assumptions and judgments which can materially affect amounts recognized in its consolidated balance sheets and statements of operations. The Company recognizes interest and penalties related to income tax matters in interest expense and general and administration expenses, respectively. | |||||||||||||||||||||||||||||||||||||||||
Net Loss per Share | Net Loss per Share | ||||||||||||||||||||||||||||||||||||||||
RGS computes net loss per share by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Diluted net loss per share reflects the potential dilution that could occur if options or warrants to issue shares of the Company’s Class A common stock were exercised. Weighted average common share equivalents of 10,916,000, 7,012,000 and 2,173,000 shares have been omitted from net loss per share for 2014, 2013 and 2012, respectively, as they are anti-dilutive. | |||||||||||||||||||||||||||||||||||||||||
The following table sets forth the computation of basic and diluted net income (loss) per share: | |||||||||||||||||||||||||||||||||||||||||
For the Years Ended December 31, | |||||||||||||||||||||||||||||||||||||||||
(In thousands, except per share data) | 2014 | 2013 | 2012 | ||||||||||||||||||||||||||||||||||||||
Numerator for basic and diluted net loss per share | $ | (57,111 | ) | $ | (11,300 | ) | $ | (47,206 | ) | ||||||||||||||||||||||||||||||||
Denominator: | |||||||||||||||||||||||||||||||||||||||||
Weighted average shares for basic net loss per share | 47,835 | 29,486 | 26,673 | ||||||||||||||||||||||||||||||||||||||
Effect of dilutive securities: | |||||||||||||||||||||||||||||||||||||||||
Weighted average of common stock, stock options and warrants | — | — | — | ||||||||||||||||||||||||||||||||||||||
Denominators for diluted net loss per share | 47,835 | 29,486 | 26,673 | ||||||||||||||||||||||||||||||||||||||
Net loss per share—basic and diluted | $ | (1.19 | ) | $ | (0.38 | ) | $ | (1.77 | ) | ||||||||||||||||||||||||||||||||
Concentration of Risk | Concentration of Risk | ||||||||||||||||||||||||||||||||||||||||
RGS has a potential concentration of credit risk in our accounts receivable in that one financing company that purchases and then leases installed solar energy system to host users and one commercial customer accounted for 12% and 18% respectively, of our total accounts receivable as of December 31, 2014. | |||||||||||||||||||||||||||||||||||||||||
The Company also has a potential concentration of supply risk in that during 2014 it purchased approximately 53% of the major components for its solar installations from two suppliers. | |||||||||||||||||||||||||||||||||||||||||
During 2014 the Company had one customer, representing over 10% of sales. This customer was SEC SUSD Solar One, LLC, an affiliate of NextEra Energy, Inc., a customer included in its Discontinued Operations, and represented 24% of consolidated revenue. | |||||||||||||||||||||||||||||||||||||||||
Segment Information | Segment Information | ||||||||||||||||||||||||||||||||||||||||
Operating segments are defined as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the executive team. Based on the financial information presented to and reviewed by the chief operating decision maker in deciding how to allocate the resources and in assessing the performance of the Company, the Company has determined that it has three reporting segments: residential solar installations, retail and corporate operations, and Sunetric installations. | |||||||||||||||||||||||||||||||||||||||||
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. The common stock warrants are accounted for as a liability due to a provision which allows for the warrant holder to require redemption, at the intrinsic value of the warrant, upon a change of control. We classify these derivative liabilities on the consolidated balance sheets as a long term liability, which is revalued at each balance sheet date subsequent to the initial issuance. The Company uses a Monte Carlo pricing model to value these derivative liabilities. The Monte Carlo pricing model, which is based, in part, upon unobservable inputs for which there is little or no market data, requires the Company to develop its own assumptions. In building the Monte Carlo pricing model, the Company assumed a 15% probability of a change in control and used 20 nodes (See Note 11. Fair Value Measurements). As a result, if factors change and different assumptions are used, the warrant liability and the change in estimated fair value could be materially different. Changes in the fair value of the warrants are reflected in the consolidated statement of operations as change in fair value of warrant liability, with an offsetting non-cash entry recorded as an adjustment to the warrant liability. | |||||||||||||||||||||||||||||||||||||||||
The change in the fair value recorded for the fourth quarter of 2014 was based upon a valuation conducted by a third party. | |||||||||||||||||||||||||||||||||||||||||
The Company used the following assumptions for its common stock warrants. | |||||||||||||||||||||||||||||||||||||||||
June 3, 2013 | November 15, 2013 | June 6, 2014 | July 9, 2014 | November 18, 2014 | |||||||||||||||||||||||||||||||||||||
At | December 31, | At | December 31, | At | December 31, | At | December 31, | At | December 31, | ||||||||||||||||||||||||||||||||
Issuance (b) | 2014 (b) | Issuance | 2014 | Issuance | 2014 | Issuance | 2014 | Issuance | 2014 | ||||||||||||||||||||||||||||||||
Exercise Price | $ | 2.75 | $ | 2.45 | $ | 3.41 | $ | 3.41 | $ | 2.36 | $ | 2.36 | $ | 3.19 | $ | 3.19 | $ | 0.81 | $ | 0.81 | |||||||||||||||||||||
Closing Market Price (a) | $ | 2.74 | $ | 0.48 | $ | 3.4 | $ | 0.48 | $ | 2.35 | $ | 0.48 | $ | 2.55 | $ | 0.48 | $ | 0.81 | $ | 0.48 | |||||||||||||||||||||
Risk-free Rate (c) | 1.03 | % | 1.21 | % | 1.54 | % | 1.65 | % | 2.18 | % | 1.89 | % | 1.79 | % | 1.65 | % | 2.02 | % | 1.97 | % | |||||||||||||||||||||
Market Price Volatility | 102.4 | % | 114 | % | 102.4 | % | 97 | % | 101.7 | % | 101 | % | 99.7 | % | 100 | % | 100.6 | % | 101 | % | |||||||||||||||||||||
Expected average term of warrants, in years | 5 | 3.42 | 5.5 | 4.37 | 7 | 6.43 | 5.5 | 5.02 | 7 | 6.88 | |||||||||||||||||||||||||||||||
Expected dividend yield | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||||||||||||||
Probability of change in control | 15 | % | 15 | % | 15 | % | 15 | % | 15 | % | 15 | % | 15 | % | 15 | % | 25 | % | 15 | % | |||||||||||||||||||||
(a) | Class A Common Stock | ||||||||||||||||||||||||||||||||||||||||
(b) | 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 June 3, 2013 warrants was adjusted to $2.50 and the number of shares of Class A common stock issuable 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 shares of Class A common stock issuable was increased by another 31,859 as a result of the anti-dilution provision. | ||||||||||||||||||||||||||||||||||||||||
(c) | 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. | ||||||||||||||||||||||||||||||||||||||||
The tables below summarize warrant activity for 2014 and assumptions utilized to value the warrants (in thousands except for per warrant data): | |||||||||||||||||||||||||||||||||||||||||
Changes to the warrant valuations for the years ended December 31, 2014 and 2013 are shown below. | |||||||||||||||||||||||||||||||||||||||||
Original Warrant Issue Date | |||||||||||||||||||||||||||||||||||||||||
June 3, 2013 | November 15, | June 6, | July 9, 2014 | November 18, | Totals | ||||||||||||||||||||||||||||||||||||
2013 | 2014 | 2014 | |||||||||||||||||||||||||||||||||||||||
Value of warrants at December 31, 2012 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||||||||
Value of warrants issued | 4,392 | 13,205 | — | — | — | 17,597 | |||||||||||||||||||||||||||||||||||
Changes in fair value, net | (175 | ) | (1,851 | ) | — | — | — | (2,026 | ) | ||||||||||||||||||||||||||||||||
Value of warrants exercised | (500 | ) | — | — | — | — | (500 | ) | |||||||||||||||||||||||||||||||||
Value of warrants at December 31, 2013 | $ | 3,717 | $ | 11,354 | $ | — | $ | — | $ | — | $ | 15,071 | |||||||||||||||||||||||||||||
Value of warrants issued | — | — | 123 | 1,957 | 121 | 2,201 | |||||||||||||||||||||||||||||||||||
Changes in fair value, net | (2,654 | ) | (9,799 | ) | (97 | ) | (1,563 | ) | (47 | ) | (14,160 | ) | |||||||||||||||||||||||||||||
Value of warrants exercised | (621 | ) | — | — | — | — | (621 | ) | |||||||||||||||||||||||||||||||||
Value of warrants at December 31, 2014 | $ | 442 | $ | 1,555 | $ | 26 | $ | 394 | $ | 74 | $ | 2,491 | |||||||||||||||||||||||||||||
The table below summarizes the Company’s warrant activity for the years ended December 31, 2014 and 2013. | |||||||||||||||||||||||||||||||||||||||||
Original Warrant Issue Date | |||||||||||||||||||||||||||||||||||||||||
June 3, | November 15, | June 6, | July 9, | November 18, | Totals | ||||||||||||||||||||||||||||||||||||
2013 | 2013 | 2014 | 2014 | 2014 | |||||||||||||||||||||||||||||||||||||
Warrants outstanding at December 31, 2012 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
Warrants issued | 1,683,488 | 5,015,000 | — | — | — | 6,698,488 | |||||||||||||||||||||||||||||||||||
Exercised | (181,818 | ) | — | — | — | — | (181,818 | ) | |||||||||||||||||||||||||||||||||
Anti-dilution adjustment | 153,433 | — | — | — | — | 153,433 | |||||||||||||||||||||||||||||||||||
Warrants outstanding at December 31, 2013 | 1,655,103 | 5,015,000 | — | — | — | 6,670,103 | |||||||||||||||||||||||||||||||||||
Warrants issued | — | — | 82,627 | 1,313,686 | 203,704 | 1,600,017 | |||||||||||||||||||||||||||||||||||
Exercised | (167,262 | ) | — | — | — | — | (167,262 | ) | |||||||||||||||||||||||||||||||||
Anti-dilution adjustment | 31,859 | — | — | — | — | 31,859 | |||||||||||||||||||||||||||||||||||
Warrants outstanding at December 31, 2014 | 1,519,700 | 5,015,000 | 82,627 | 1,313,686 | 203,704 | 8,134,717 | |||||||||||||||||||||||||||||||||||
To reflect changes in the fair values of its outstanding warrants, the Company recorded its common stock warrant liability, net of noncash charges of $14.2 million decrease, $2.0 million decrease and zero during the years ended December 31 2014, 2013, and 2012 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. | |||||||||||||||||||||||||||||||||||||||||
Residential Leases | Residential Leases | ||||||||||||||||||||||||||||||||||||||||
To determine lease classification, the Company evaluates lease terms to determine whether there is a transfer of ownership or bargain purchase option at the end of the lease, whether the lease term is greater than 75% of the useful life, or whether the present value of minimum lease payments exceed 90% of the fair value at lease inception. All of the Company’s leased systems are treated as sales-type leases under U.S. GAAP accounting policies. | |||||||||||||||||||||||||||||||||||||||||
Financing receivables are generated by solar energy systems leased to residential customers under sales-type leases. Financing receivables represents gross minimum lease payments to be received from customers over a period commensurate with the remaining lease term of up to 20 years and the systems estimated residual value, net of allowance for estimated losses. Initial direct costs for sales-type leases are recognized as cost of sales when the solar energy systems are placed in service. | |||||||||||||||||||||||||||||||||||||||||
For systems classified as sales-type leases, the net present value of the minimum lease payments, net of executory costs, is recognized as revenue when the lease is placed in service. This net present value as well as the net present value of the residual value of the lease at termination are recorded as other assets in the Consolidated Balance Sheet. The difference between the initial net amounts and the gross amounts are amortized to revenue over the lease term using the interest method. The residual values of our solar energy systems are determined at the inception of the lease applying an estimated system fair value at the end of the lease term. | |||||||||||||||||||||||||||||||||||||||||
RGS considers the credit risk profile for its lease customers to be homogeneous due to the criteria the Company uses to approve customers for its residential leasing program, which among other things, requires a minimum “fair” FICO credit quality. Accordingly, the Company does not regularly categorize its financing receivables by credit risk. | |||||||||||||||||||||||||||||||||||||||||
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) | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||||||||||
Computation of Basic and Diluted Net Income (Loss) Per Share | The following table sets forth the computation of basic and diluted net income (loss) per share: | ||||||||||||||||||||||||||||||||||||||||
For the Years Ended December 31, | |||||||||||||||||||||||||||||||||||||||||
(In thousands, except per share data) | 2014 | 2013 | 2012 | ||||||||||||||||||||||||||||||||||||||
Numerator for basic and diluted net loss per share | $ | (57,111 | ) | $ | (11,300 | ) | $ | (47,206 | ) | ||||||||||||||||||||||||||||||||
Denominator: | |||||||||||||||||||||||||||||||||||||||||
Weighted average shares for basic net loss per share | 47,835 | 29,486 | 26,673 | ||||||||||||||||||||||||||||||||||||||
Effect of dilutive securities: | |||||||||||||||||||||||||||||||||||||||||
Weighted average of common stock, stock options and warrants | — | — | — | ||||||||||||||||||||||||||||||||||||||
Denominators for diluted net loss per share | 47,835 | 29,486 | 26,673 | ||||||||||||||||||||||||||||||||||||||
Net loss per share—basic and diluted | $ | (1.19 | ) | $ | (0.38 | ) | $ | (1.77 | ) | ||||||||||||||||||||||||||||||||
Assumptions Used for Common Stock Warrants | The Company used the following assumptions for its common stock warrants. | ||||||||||||||||||||||||||||||||||||||||
June 3, 2013 | November 15, 2013 | June 6, 2014 | July 9, 2014 | November 18, 2014 | |||||||||||||||||||||||||||||||||||||
At | December 31, | At | December 31, | At | December 31, | At | December 31, | At | December 31, | ||||||||||||||||||||||||||||||||
Issuance (b) | 2014 (b) | Issuance | 2014 | Issuance | 2014 | Issuance | 2014 | Issuance | 2014 | ||||||||||||||||||||||||||||||||
Exercise Price | $ | 2.75 | $ | 2.45 | $ | 3.41 | $ | 3.41 | $ | 2.36 | $ | 2.36 | $ | 3.19 | $ | 3.19 | $ | 0.81 | $ | 0.81 | |||||||||||||||||||||
Closing Market Price (a) | $ | 2.74 | $ | 0.48 | $ | 3.4 | $ | 0.48 | $ | 2.35 | $ | 0.48 | $ | 2.55 | $ | 0.48 | $ | 0.81 | $ | 0.48 | |||||||||||||||||||||
Risk-free Rate (c) | 1.03 | % | 1.21 | % | 1.54 | % | 1.65 | % | 2.18 | % | 1.89 | % | 1.79 | % | 1.65 | % | 2.02 | % | 1.97 | % | |||||||||||||||||||||
Market Price Volatility | 102.4 | % | 114 | % | 102.4 | % | 97 | % | 101.7 | % | 101 | % | 99.7 | % | 100 | % | 100.6 | % | 101 | % | |||||||||||||||||||||
Expected average term of warrants, in years | 5 | 3.42 | 5.5 | 4.37 | 7 | 6.43 | 5.5 | 5.02 | 7 | 6.88 | |||||||||||||||||||||||||||||||
Expected dividend yield | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||||||||||||||
Probability of change in control | 15 | % | 15 | % | 15 | % | 15 | % | 15 | % | 15 | % | 15 | % | 15 | % | 25 | % | 15 | % | |||||||||||||||||||||
(a) | Class A Common Stock | ||||||||||||||||||||||||||||||||||||||||
(b) | 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 June 3, 2013 warrants was adjusted to $2.50 and the number of shares of Class A common stock issuable 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 shares of Class A common stock issuable was increased by another 31,859 as a result of the anti-dilution provision. | ||||||||||||||||||||||||||||||||||||||||
(c) | 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 Changes to Warrant Valuations | Changes to the warrant valuations for the years ended December 31, 2014 and 2013 are shown below. | ||||||||||||||||||||||||||||||||||||||||
Original Warrant Issue Date | |||||||||||||||||||||||||||||||||||||||||
June 3, 2013 | November 15, | June 6, | July 9, 2014 | November 18, | Totals | ||||||||||||||||||||||||||||||||||||
2013 | 2014 | 2014 | |||||||||||||||||||||||||||||||||||||||
Value of warrants at December 31, 2012 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||||||||
Value of warrants issued | 4,392 | 13,205 | — | — | — | 17,597 | |||||||||||||||||||||||||||||||||||
Changes in fair value, net | (175 | ) | (1,851 | ) | — | — | — | (2,026 | ) | ||||||||||||||||||||||||||||||||
Value of warrants exercised | (500 | ) | — | — | — | — | (500 | ) | |||||||||||||||||||||||||||||||||
Value of warrants at December 31, 2013 | $ | 3,717 | $ | 11,354 | $ | — | $ | — | $ | — | $ | 15,071 | |||||||||||||||||||||||||||||
Value of warrants issued | — | — | 123 | 1,957 | 121 | 2,201 | |||||||||||||||||||||||||||||||||||
Changes in fair value, net | (2,654 | ) | (9,799 | ) | (97 | ) | (1,563 | ) | (47 | ) | (14,160 | ) | |||||||||||||||||||||||||||||
Value of warrants exercised | (621 | ) | — | — | — | — | (621 | ) | |||||||||||||||||||||||||||||||||
Value of warrants at December 31, 2014 | $ | 442 | $ | 1,555 | $ | 26 | $ | 394 | $ | 74 | $ | 2,491 | |||||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||||||||||||||||
Summary of Changes to Warrant Valuations | The table below summarizes the Company’s warrant activity for the years ended December 31, 2014 and 2013. | ||||||||||||||||||||||||||||||||||||||||
Original Warrant Issue Date | |||||||||||||||||||||||||||||||||||||||||
June 3, 2013 | November 15, | June 6, 2014 | July 9, 2014 | November 18, | Totals | ||||||||||||||||||||||||||||||||||||
2013 | 2014 | ||||||||||||||||||||||||||||||||||||||||
Warrants outstanding at December 31, 2012 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
Warrants issued | 1,683,488 | 5,015,000 | — | — | — | 6,698,488 | |||||||||||||||||||||||||||||||||||
Exercised | (181,818 | ) | — | — | — | — | (181,818 | ) | |||||||||||||||||||||||||||||||||
Anti-dilution adjustment | 153,433 | — | — | — | — | 153,433 | |||||||||||||||||||||||||||||||||||
Warrants outstanding at December 31, 2013 | 1,655,103 | 5,015,000 | — | — | — | 6,670,103 | |||||||||||||||||||||||||||||||||||
Warrants issued | — | — | 82,627 | 1,313,686 | 203,704 | 1,600,017 | |||||||||||||||||||||||||||||||||||
Exercised | (167,262 | ) | — | — | — | — | (167,262 | ) | |||||||||||||||||||||||||||||||||
Anti-dilution adjustment | 31,859 | — | — | — | — | 31,859 | |||||||||||||||||||||||||||||||||||
Warrants outstanding at December 31, 2014 | 1,519,700 | 5,015,000 | 82,627 | 1,313,686 | 203,704 | 8,134,717 | |||||||||||||||||||||||||||||||||||
Business_Combinations_Tables
Business Combinations (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Syndicated Solar, Inc [Member] | |||||||||||||
Summarizes Determination of Fair Value of Purchase Consideration in Acquired Business | The table below summarizes the determination of fair value of the purchase consideration in the acquired business as of the acquisition date (in thousands): | ||||||||||||
Class A Common | Closing Share | Valuation | |||||||||||
Stock Issued | Price | ||||||||||||
Cash | $ | 250 | |||||||||||
Provisional consideration issued | 400 | $ | 2.29 | 916 | |||||||||
Amendment to agreement | (75 | ) | (171 | ) | |||||||||
Adjusted consideration transferred | 325 | $ | 995 | ||||||||||
Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The table below summarizes the assessment of the estimated fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands). The Company obtained a third-party valuation of the assets acquired and liabilities assumed. | ||||||||||||
Cash | $ | 90 | |||||||||||
Accounts receivable, net | 580 | ||||||||||||
Other current assets | 1,188 | ||||||||||||
Property and equipment | 185 | ||||||||||||
Intangible assets | 480 | ||||||||||||
Accounts payable | (2,220 | ) | |||||||||||
Deferred revenue | (946 | ) | |||||||||||
Other current liabilities | (58 | ) | |||||||||||
Total identifiable net liabilities at fair value | (701 | ) | |||||||||||
Goodwill | 1,696 | ||||||||||||
Total purchase consideration after amendment | $ | 995 | |||||||||||
Mercury [Member] | |||||||||||||
Summarizes Determination of Fair Value of Purchase Consideration in Acquired Business | The table below summarizes the determination of fair value of the purchase consideration in the acquired business as of the acquisition date (in thousands): | ||||||||||||
Class A Common | Closing Share | Valuation | |||||||||||
Stock Issued | Price | ||||||||||||
Provisional consideration issued | 8,348 | $ | 3.83 | $ | 31,973 | ||||||||
Amendment to agreement | (744 | ) | (2,849 | ) | |||||||||
Adjusted consideration transferred | 7,604 | $ | 29,124 | ||||||||||
Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The acquisition of Mercury was 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; which was subsequently adjusted based on a third-party valuation study. Additionally, under ASC Topic 805, we adjusted the preliminary purchase price allocation, as necessary, as we finalized valuations for the assets acquired and liabilities assumed. Changes to separately identified tangible and intangible assets and liabilities resulted in corresponding adjustments to goodwill. | ||||||||||||
Purchase Price | Purchase Price | Reconciliation of | |||||||||||
Allocation as | Allocation | Assets and | |||||||||||
Originally | Adjustments | Liabilities | |||||||||||
Reported | Transferred | ||||||||||||
Cash | $ | 9,647 | $ | 2,126 | $ | 11,773 | |||||||
Accounts receivable, net | 2,343 | (526 | ) | 1,817 | |||||||||
Construction in progress | 2,456 | 57 | 2,513 | ||||||||||
Other current assets | 658 | (343 | ) | 315 | |||||||||
Inventory | — | 1,496 | 1,496 | ||||||||||
Deferred costs on uncompleted contracts | — | 253 | 253 | ||||||||||
Current assets | 15,104 | 3,063 | 18,167 | ||||||||||
Fixed assets | 397 | 2 | 399 | ||||||||||
Other assets | 571 | (17 | ) | 554 | |||||||||
Total assets acquired | $ | 16,072 | $ | 3,048 | $ | 19,120 | |||||||
Accounts payable | $ | 3,039 | $ | 2,460 | $ | 5,499 | |||||||
Accrued liabilities | 1,791 | 677 | 2,468 | ||||||||||
Deferred revenue | 929 | (929 | ) | — | |||||||||
Total current liabilities | 5,759 | 2,208 | 7,967 | ||||||||||
Deferred revenue | 352 | (352 | ) | — | |||||||||
Other long-term liabilities | 458 | 143 | 601 | ||||||||||
Total liabilities assumed | $ | 6,569 | $ | 1,999 | $ | 8,568 | |||||||
Total identifiable net assets at fair value | 9,503 | 1,049 | 10,552 | ||||||||||
Goodwill | — | 18,072 | 18,072 | ||||||||||
Other intangibles | 22,470 | (21,970 | ) | 500 | |||||||||
Total purchase consideration | $ | 31,973 | $ | (2,849 | ) | $ | 29,124 | ||||||
Sunetric Segment [Member] | |||||||||||||
Summarizes Determination of Fair Value of Purchase Consideration in Acquired Business | |||||||||||||
Class A Common | Closing Share | Valuation | |||||||||||
Stock Issued | Price | ||||||||||||
Provisional consideration issued | 3,425 | $ | 2.75 | $ | 9,419 | ||||||||
Indemnification consideration | 605 | 1,664 | |||||||||||
Indemnification unrecognizable | (152 | ) | (419 | ) | |||||||||
Estimated contingent consideration | 510 | ||||||||||||
Consideration unrecognizable | (510 | ) | |||||||||||
Adjusted consideration transferred | 3,878 | $ | 10,664 | ||||||||||
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; which was subsequently adjusted based on a third-party valuation study. Additionally, under ASC Topic 805, the Company adjusted the preliminary purchase price allocation, as necessary, as the valuations for the assets acquired and liabilities assumed were finalized. Changes to separately identified tangible and intangible assets and liabilities resulted in corresponding adjustments to goodwill. | ||||||||||||
Purchase Price | Purchase Price | Reconciliation of | |||||||||||
Allocation as | Allocation | Assets and | |||||||||||
Originally | Adjustments | Liabilities | |||||||||||
Reported | Transferred | ||||||||||||
Cash | $ | 185 | $ | 182 | $ | 367 | |||||||
Accounts receivable, net | 1,466 | — | 1,466 | ||||||||||
Costs in excess of billings on uncompleted contracts | 1,517 | — | 1,517 | ||||||||||
Other current assets | 199 | (23 | ) | 176 | |||||||||
Inventory | 1,661 | 29 | 1,690 | ||||||||||
Current assets | 5,028 | 188 | 5,216 | ||||||||||
Fixed assets | 168 | — | 168 | ||||||||||
Other assets | 555 | — | 555 | ||||||||||
Total assets acquired | $ | 5,751 | $ | 188 | $ | 5,939 | |||||||
Accounts payable | $ | 2,865 | $ | 221 | $ | 3,086 | |||||||
Accrued liabilities | 752 | 1 | 753 | ||||||||||
Billings in excess of costs on uncompleted contracts | 1,552 | — | 1,552 | ||||||||||
Deferred revenue | 36 | — | 36 | ||||||||||
Total current liabilities | 5,205 | 222 | 5,427 | ||||||||||
Other long-term liabilities | 3,207 | (974 | ) | 2,233 | |||||||||
Total liabilities assumed | $ | 8,412 | $ | (752 | ) | $ | 7,660 | ||||||
Total identifiable net assets at fair value | (2,661 | ) | 940 | (1,721 | ) | ||||||||
Goodwill | 9,624 | (1,869 | ) | 7,755 | |||||||||
Other intangibles | 4,630 | — | 4,630 | ||||||||||
Total purchase consideration | $ | 11,593 | $ | (929 | ) | $ | 10,664 | ||||||
Impact of Acquisition on Historical Financial Information Pro Forma Adjustments | 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. | ||||||||||||
Years Ended | |||||||||||||
December 31, | |||||||||||||
(in thousands, except per share data) | 2014 | 2013 | |||||||||||
Net revenue | $ | 125,062 | $ | 156,163 | |||||||||
Net loss | $ | (56,953 | ) | $ | (21,340 | ) | |||||||
Net loss per share – basic and diluted | $ | (1.15 | ) | $ | (0.52 | ) | |||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property and Equipment | Property and equipment, stated at lower of cost or estimated fair value, consists of the following as of December 31: | ||||||||
(in thousands) | 2014 | 2013 | |||||||
Land | $ | — | $ | 1,716 | |||||
Buildings and leasehold improvements | 142 | 136 | |||||||
Furniture, fixtures and equipment | 1,334 | 1,040 | |||||||
Website development | 1,512 | 960 | |||||||
Vehicles and machinery | 1,958 | 2,851 | |||||||
4,946 | 6,703 | ||||||||
Accumulated depreciation and amortization | (3,442 | ) | (3,953 | ) | |||||
Total property and equipment, net | $ | 1,504 | $ | 2,750 | |||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Future Minimum Lease Payments | The following schedule represents the annual future minimum payments of all leases as of December 31, 2014: | ||||
(in thousands) | Future Minimum | ||||
Lease Payments | |||||
2015 | $ | 1,218 | |||
2016 | 786 | ||||
2017 | 214 | ||||
2018 | 46 | ||||
Total minimum lease payments | $ | 2,264 | |||
Shareholders_Equity_Tables
Shareholders' Equity (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Shares of Class A Common Stock for Future Issuance | At December 31, 2014, RGS had the following shares of Class A common stock reserved for future issuance: | ||||
Stock options under incentive plans | 2,318,280 | ||||
Stock options under plans not approved by security holders | 90,000 | ||||
Sunetric – Provisional purchase consideration to be transferred | 302,356 | ||||
Warrants outstanding | 8,134,717 | ||||
Warrants outstanding – equity security | 282,535 | ||||
Total shares reserved for future issuance | 11,127,888 | ||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Basis of Fair Value Measurements | The following tables summarize the basis used to measure certain financial assets and liabilities at fair value on a recurring basis in the consolidated balance sheets: | ||||||||||||||||
Balance at December 31, 2014 | Quoted Prices in | Significant | Significant | ||||||||||||||
Active Markets | Other | Unobservable | |||||||||||||||
for Identical | Observable | Inputs | |||||||||||||||
Items | Inputs | ||||||||||||||||
(in thousands) | Total | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Common stock warrant liability | $ | 2,491 | $ | — | $ | — | $ | 2,491 | |||||||||
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 year ended December 31, 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 | 2,201 | ||||||||||||||||
Exercise of common stock warrants | (621 | ) | |||||||||||||||
Change in fair value of common stock warrant liability, net | (14,160 | ) | |||||||||||||||
Fair value of common stock warrant liability at December 31, 2014 | $ | 2,491 | |||||||||||||||
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Variables Used in Black-Scholes Option Pricing Model to Determine Estimated Grant Date Fair Value for Options Granted | The following are the variables used in the Black-Scholes option pricing model to determine the estimated grant date fair value for options granted under the Company’s incentive plans for each of the years presented: | ||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Expected volatility | 98% - 102% | 83% - 104% | 76% - 87% | ||||||||||||||
Weighted-average volatility | 101% | 93% | 80% | ||||||||||||||
Expected dividends | — % | — % | — % | ||||||||||||||
Expected term (in years) | 3.8 - 7.0 | 3.8 - 6.6 | 5.0 - 6.6 | ||||||||||||||
Risk-free rate | 1.57% - 2.44% | 0.68% - 2.45% | 0.57% - 1.26% | ||||||||||||||
Summary of Options Activity Under Incentive Plans | The table below presents a summary of our option activity as of December 31, 2014 and changes during the year then ended: | ||||||||||||||||
Shares | Weighted- | Weighted- | Aggregate | ||||||||||||||
Average | Average | Intrinsic | |||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Contractual | ||||||||||||||||
Term | |||||||||||||||||
(Yrs) | |||||||||||||||||
Outstanding at January 1, 2012 | 1,902,120 | $ | 2.8 | ||||||||||||||
Granted | 1,431,500 | 1.19 | |||||||||||||||
Exercised | — | ||||||||||||||||
Forfeited and expired | (1,508,300 | ) | 2.38 | ||||||||||||||
Outstanding at December 31, 2012 | 1,825,320 | $ | 1.88 | 5.4 | $ | — | |||||||||||
Exercisable at December 31, 2012 | 508,350 | $ | 2.93 | 3 | $ | — | |||||||||||
Granted | 971,000 | 1.57 | |||||||||||||||
Exercised | (117,030 | ) | 1 | ||||||||||||||
Forfeited or expired | (341,080 | ) | 1.08 | ||||||||||||||
Outstanding at December 31, 2013 | 2,238,210 | $ | 1.51 | 5 | $ | 3,468,464 | |||||||||||
Exercisable at December 31, 2013 | 609,090 | $ | 2 | 2.6 | $ | 621,573 | |||||||||||
Granted | 2,438,000 | 3.08 | |||||||||||||||
Exercised | (129,480 | ) | 1.04 | ||||||||||||||
Forfeited or expired | (2,238,450 | ) | 2.26 | ||||||||||||||
Outstanding at December 31, 2014 | 2,408,280 | $ | 2.44 | 5 | $ | — | |||||||||||
Exercisable at December 31, 2014 | 799,510 | $ | 2.12 | 2.8 | $ | — |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Expense (Benefit) | The Company’s provision for income tax expense (benefit) is comprised of the following: | ||||||||||||
Years ended December 31, | |||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
Current: | |||||||||||||
Federal | $ | $ | — | $ | — | ||||||||
State | 164 | 58 | 61 | ||||||||||
164 | 58 | 61 | |||||||||||
Deferred: | |||||||||||||
Federal | (1,404 | ) | — | 7,361 | |||||||||
State | — | — | 1,298 | ||||||||||
(1,404 | ) | — | 8,659 | ||||||||||
Total | $ | (1,240 | ) | $ | 58 | $ | 8,720 | ||||||
Variations From Federal Statutory Rate | Variations from the federal statutory rate are as follows: | ||||||||||||
Years ended December 31, | |||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
Expected federal income tax expense (benefit) at statutory rate of 35% | $ | (20,510 | ) | $ | (3,882 | ) | $ | (13,086 | ) | ||||
Effect of permanent goodwill impairment | 5,859 | — | 7,898 | ||||||||||
Effect of permanent acquisition-related differences | (1,404 | ) | — | — | |||||||||
Effect of permanent other differences | (5,304 | ) | 136 | 94 | |||||||||
Effect of valuation allowance | 22,161 | 4,559 | 16,074 | ||||||||||
Other | (299 | ) | (48 | ) | 49 | ||||||||
State income tax expense (benefit), net of federal benefit | (1,743 | ) | (707 | ) | (2,309 | ) | |||||||
$ | (1,240 | ) | $ | 58 | $ | 8,720 | |||||||
Components of Net Tax Effects of Temporary Differences Between Carrying Amounts of Assets and Liabilities | The components of the net accumulated deferred income tax assets shown on a gross basis as of December 31, 2014 and 2013 are as follows: | ||||||||||||
(in thousands) | 2014 | 2013 | |||||||||||
Deferred tax assets (liabilities) | |||||||||||||
Current: | |||||||||||||
Provision for doubtful accounts | $ | 447 | $ | 230 | |||||||||
Inventory-related expense | 222 | 274 | |||||||||||
Accrued liabilities | 1,326 | 1,385 | |||||||||||
Other | 1,340 | — | |||||||||||
Total current deferred tax assets | 3,334 | 1,889 | |||||||||||
Non-current | |||||||||||||
Depreciation and amortization | 4,556 | 775 | |||||||||||
Net operating loss carry-forwards | 38,167 | 20,337 | |||||||||||
Other | 53 | (5 | ) | ||||||||||
Total non-current deferred tax assets | 42,777 | 21,108 | |||||||||||
Valuation allowance | (46,111 | ) | (22,997 | ) | |||||||||
Total net deferred tax assets | $ | — | $ | — | |||||||||
Segment_Information_Tables
Segment Information (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 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: | ||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
Net revenue: | |||||||||||||
Residential | $ | 55,844 | $ | 53,918 | $ | 42,476 | |||||||
Sunetric | 12,742 | — | — | ||||||||||
Other | 2,189 | 3,741 | 1,500 | ||||||||||
Consolidated net revenue | 70,775 | 57,659 | 43,976 | ||||||||||
Income (loss) from operations: | |||||||||||||
Residential | (12,261 | ) | (1,647 | ) | (4,681 | ) | |||||||
Sunetric | (12,798 | ) | — | — | |||||||||
Other | (15,372 | ) | (11,672 | ) | (33,666 | ) | |||||||
Consolidated loss from continuing operations | (40,431 | ) | (13,319 | ) | (38,347 | ) | |||||||
Reconciliation of consolidated loss from operations to consolidated net loss: | |||||||||||||
Interest and other expense, net | (1,170 | ) | (928 | ) | (790 | ) | |||||||
Change in valuation of warrants | 14,160 | 2,026 | — | ||||||||||
Income tax expense/(benefit) | (1,240 | ) | 58 | 8,720 | |||||||||
(Loss)/gain from discontinued operations, net of tax | (30,910 | ) | 979 | 651 | |||||||||
Net loss | $ | (57,111 | ) | $ | (11,300 | ) | $ | (47,206 | ) | ||||
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) | 2014 | 2013 | |||||||||||
Total assets – continuing operations: | |||||||||||||
Residential | $ | 17,183 | $ | 21,267 | |||||||||
Sunetric | 7,430 | — | |||||||||||
Other | 984 | 15,603 | |||||||||||
$ | 25,597 | $ | 36,870 | ||||||||||
Total assets – discontinued operations: | |||||||||||||
Commercial | 9,509 | 6,898 | |||||||||||
$ | 35,106 | $ | 43,768 | ||||||||||
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 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: | ||||||||||||
Years ended December 31, | |||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
Major line items constituting pretax loss of discontinued operations: | |||||||||||||
Net revenue | $ | 45,166 | $ | 43,683 | $ | 48,914 | |||||||
Cost of goods sold | 45,856 | 38,030 | 41,863 | ||||||||||
Expenses: | |||||||||||||
Selling and operating (a) | 7,324 | 3,553 | 6,158 | ||||||||||
General and administrative (b) | 1,808 | — | — | ||||||||||
Acquisition related costs | 1,640 | 1,014 | — | ||||||||||
Restructuring costs | 148 | — | — | ||||||||||
Depreciation and amortization | 534 | 107 | 242 | ||||||||||
Goodwill and other asset impairments | 18,766 | — | — | ||||||||||
Pretax (loss)/gain of discontinued operations | $ | (30,910 | ) | $ | 979 | $ | 651 | ||||||
Income tax benefit | — | — | — | ||||||||||
(Loss)/gain on discontinued operations | $ | (30,910 | ) | $ | 979 | $ | 651 | ||||||
(a) | Included in the selling and operating expense for the December 31, 2014 is $1.2 million related to the write-off of a certain account receivable. | ||||||||||||
(b) | Included in the general and administrative costs for December 31, 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) | December 31, | December 31, | |||||||||||
2014 | 2013 | ||||||||||||
Carrying amounts of major classes of assets included as part of discontinued operations: | |||||||||||||
Current assets: | |||||||||||||
Accounts receivable, net | $ | 6,223 | $ | 1,591 | |||||||||
Costs in excess of billings on uncompleted contracts | 1,841 | 4,556 | |||||||||||
Inventory, net | 242 | 314 | |||||||||||
Deferred costs on uncompleted contracts | 42 | 103 | |||||||||||
Other current assets | 79 | — | |||||||||||
Total major classes of current assets of the discontinued operations | 8,427 | 6,564 | |||||||||||
Noncurrent assets: | |||||||||||||
Property and equipment, net | 45 | 334 | |||||||||||
Other noncurrent assets | 1,037 | — | |||||||||||
Total noncurrent assets of discontinued operations | 1,082 | 334 | |||||||||||
Total assets of the discontinued operations in the balance sheet | $ | 9,509 | $ | 6,898 | |||||||||
Carrying amounts of major classes of liabilities included as part of discontinued operations: | |||||||||||||
Current liabilities: | |||||||||||||
Accounts payable | 4,977 | 7,429 | |||||||||||
Accrued liabilities | 2,608 | 629 | |||||||||||
Billings in excess of costs on uncompleted contracts | 373 | 395 | |||||||||||
Deferred revenue and other current liabilities | 26 | ||||||||||||
Total current liabilities of discontinued operations | 7,984 | 8,453 | |||||||||||
Noncurrent liabilities: | |||||||||||||
Other liabilities | 327 | — | |||||||||||
Total major classes of noncurrent liabilities of the discontinued operations | 327 | — | |||||||||||
Total liabilities of the discontinued operations in the balance sheet | $ | 8,311 | $ | 8,453 | |||||||||
Quarterly_Results_of_Operation1
Quarterly Results of Operations (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Summary of Quarterly Results of Operations | The following is a summary of the quarterly results of all operations for the years ended December 31, 2014 and 2013: | ||||||||||||||||
(in thousands, except per share data) | Fiscal Year 2014 Quarters Ended | ||||||||||||||||
March 31 | June 30 (a) | September 30 | December 31 (b) | ||||||||||||||
Net revenue | $ | 13,767 | $ | 19,636 | $ | 18,928 | $ | 18,444 | |||||||||
Gross profit | $ | 2,811 | $ | 4,503 | $ | 3,197 | $ | 2,246 | |||||||||
Income (loss) before income taxes | $ | (12,031 | ) | $ | 470 | $ | (2,742 | ) | $ | (13,138 | ) | ||||||
Net income (loss) from continuing operations | $ | (12,036 | ) | $ | 1,684 | $ | (2,455 | ) | $ | (13,394 | ) | ||||||
Net loss from discontinued operations | $ | (2,792 | ) | $ | (23,039 | ) | $ | (2,295 | ) | $ | (2,784 | ) | |||||
Net loss | $ | (14,828 | ) | $ | (21,355 | ) | $ | (4,750 | ) | $ | (16,178 | ) | |||||
Diluted net loss per share | $ | (0.34 | ) | $ | (0.46 | ) | $ | (0.09 | ) | $ | (0.31 | ) | |||||
Weighted average shares outstanding-diluted | 43,600 | 46,071 | 51,055 | 51,549 | |||||||||||||
Fiscal Year 2013 Quarters Ended | |||||||||||||||||
March 31 | June 30 | September 30 (c) | December 31 (d) | ||||||||||||||
Net revenue | $ | 11,039 | $ | 11,905 | $ | 16,640 | $ | 18,075 | |||||||||
Gross profit | $ | 3,143 | $ | 2,976 | $ | 4,316 | $ | 3,826 | |||||||||
Loss before income taxes | $ | (3,756 | ) | $ | (3,093 | ) | $ | (3,100 | ) | $ | (2,272 | ) | |||||
Net loss from continuing operations | $ | (3,757 | ) | $ | (3,101 | ) | $ | (3,108 | ) | $ | (2,313 | ) | |||||
Net income (loss) from discontinued operations | $ | (37 | ) | $ | 193 | $ | 1,014 | $ | (191 | ) | |||||||
Net loss | $ | (3,794 | ) | $ | (2,908 | ) | $ | (2,094 | ) | $ | (2,504 | ) | |||||
Diluted net loss per share | $ | (0.14 | ) | $ | (0.10 | ) | $ | (0.07 | ) | $ | (0.09 | ) | |||||
Weighted average shares outstanding-diluted | 26,696 | 27,804 | 30,044 | 33,077 | |||||||||||||
(a) | The quarter ended June 30, 2014 includes a one-time non-cash charge of $18.8 million for the impairment of Mercury related intangibles. | ||||||||||||||||
(b) | The quarter ended December 31, 2014 includes a one-time non-cash charge of $10.4 million for the impairment of Sunetric related intangibles. | ||||||||||||||||
(c) | The quarter ended September 30, 2013 includes one-time cash charges of $0.6 million for the integration of Syndicated and other acquisition related expenses. | ||||||||||||||||
(d) | The quarter ended December 31, 2013 includes one-time cash charges of $1.5 million for the, acquisition of Mercury and other acquisition related expenses. |
Principles_of_Consolidation_Or1
Principles of Consolidation, Organization and Nature of Operations - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | Mar. 23, 2015 | Feb. 27, 2015 | Mar. 23, 2014 | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||
Aggregate cash and available borrowings | $3,000,000 | $3,000,000 | ||||||
Cash flow from operations | 600,000 | -30,717,000 | -16,635,000 | -13,056,000 | ||||
Line of credit facility extension period | 1 year | |||||||
Proceeds from issuance of warrants | 418,000 | |||||||
Minimum bid price | $1 | |||||||
Regain compliance days | 180 days | |||||||
Residential Segment [Member] | ||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||
Payable to broker dealers and clearaing organizations | 40,000,000 | 40,000,000 | ||||||
Forecast [Member] | ||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||
Additional amount raised from closing of offering | 8,000,000 | 8,000,000 | ||||||
Silicon Valley Bank (SVB) [Member] | ||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||
Line of credit facility, reduction of borrowing capacity | 1,000,000 | |||||||
Subsequent Events [Member] | ||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||
Aggregate cash and available borrowings | 5,400,000 | |||||||
Reduction of borrowing base eliminated | 1,000,000 | |||||||
Gross amount raised from closing of offering | 3,500,000 | |||||||
Additional paid in capital | 11,500,000 | |||||||
Percentage of additional capital | 56.00% | |||||||
Line of credit acility expiration period | 12 months | |||||||
Subsequent Events [Member] | Series B Warrant [Member] | ||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||
Proceeds from issuance of warrants | 2,900,000 | |||||||
Percentage of warrants exercised | 36.00% | |||||||
Warrants and rights outstanding | 1,100,000 | |||||||
Subsequent Events [Member] | Common Class A [Member] | ||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||
Percentage of common stock issuable | 200.00% | |||||||
Volume of common stock traded | 100,000 | |||||||
Subsequent Events [Member] | Common Class A [Member] | Minimum [Member] | ||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||
Stock price per share | $0.20 | |||||||
Subsequent Events [Member] | Retail Investors [Member] | Series B Warrant [Member] | ||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||
Proceeds from issuance of warrants | $500,000 |
Significant_Accounting_Policie3
Significant Accounting Policies - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Significant Accounting Policies [Line Items] | |||
Allowance for doubtful accounts | $800,000 | $300,000 | |
Obsolete or slow-moving inventory | 400,000 | 400,000 | |
Minimum percentage of income tax examination likelihood of tax benefits being realized upon ultimate resolution settlement | 50.00% | ||
Antidilutive securities excluded from computation of earnings per share amount | 10,916,000 | 7,012,000 | 2,173,000 |
Probability of change in control assumed | 15.00% | ||
Change in valuation of warrants | $14,160,000 | $2,026,000 | $0 |
Lease classification description | To determine lease classification, the Company evaluates lease terms to determine whether there is a transfer of ownership or bargain purchase option at the end of the lease, whether the lease term is greater than 75% of the useful life, or whether the present value of minimum lease payments exceed 90% of the fair value at lease inception. | ||
Financial receivable minimum lease payments remaining lease term | 20 years | ||
Accounts Receivable [Member] | |||
Significant Accounting Policies [Line Items] | |||
Number of major customers | 1 | ||
Number of financing companies | 1 | ||
Supplier Concentration Risk [Member] | Sales Revenue, Net [Member] | |||
Significant Accounting Policies [Line Items] | |||
Concentration of risk percentage | 53.00% | ||
Credit Concentration Risk [Member] | Accounts Receivable [Member] | Financing Company 1 [Member] | |||
Significant Accounting Policies [Line Items] | |||
Concentration of risk percentage | 12.00% | ||
Credit Concentration Risk [Member] | Accounts Receivable [Member] | Customer 1 [Member] | |||
Significant Accounting Policies [Line Items] | |||
Concentration of risk percentage | 18.00% | ||
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | Customer 1 [Member] | |||
Significant Accounting Policies [Line Items] | |||
Concentration of risk percentage | 10.00% | ||
Customer Concentration Risk [Member] | Sales Revenue, Segment [Member] | Customer 1 [Member] | |||
Significant Accounting Policies [Line Items] | |||
Concentration of risk percentage | 24.00% | ||
Minimum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Property Plant And Equipment, estimated useful lives | 3 years | ||
Maximum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Property Plant And Equipment, estimated useful lives | 20 years |
Significant_Accounting_Policie4
Significant Accounting Policies - Computation of Basic and Diluted Net (Loss) Per Share (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Schedule For Earning Per Share Basic And Diluted [Line Items] | |||||||||||
Numerator for basic and diluted net loss per share | ($16,178) | ($4,750) | ($21,355) | ($14,828) | ($2,504) | ($2,904) | ($2,908) | ($3,794) | ($57,111) | ($11,300) | ($47,206) |
Denominator: | |||||||||||
Weighted average shares for basic net loss per share | 47,835 | 29,486 | 26,673 | ||||||||
Effect of dilutive securities: | |||||||||||
Weighted average of common stock, stock options and warrants | 0 | 0 | 0 | ||||||||
Denominators for diluted net loss per share | 51,549 | 51,055 | 46,071 | 43,600 | 33,077 | 30,044 | 27,804 | 26,696 | 47,835 | 29,486 | 26,673 |
Net loss per share-basic and diluted | ($1.19) | ($0.38) | ($1.77) |
Significant_Accounting_Policie5
Significant Accounting Policies - Assumptions Used for Common Stock Warrants (Detail) (USD $) | 12 Months Ended | 0 Months Ended | ||||
Dec. 31, 2014 | Jun. 03, 2013 | Nov. 15, 2013 | Jun. 06, 2014 | Jul. 09, 2014 | Nov. 18, 2014 | |
Class of Warrant or Right [Line Items] | ||||||
Probability of change in control | 15.00% | |||||
Warrant [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise Price | $2.75 | $2.50 | $2.45 | |||
First Issuance [Member] | Warrant [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise Price | 2.45 | $2.75 | ||||
Closing Market Price | 0.48 | $2.74 | ||||
Risk-free Rate | 1.21% | 1.03% | ||||
Market Price Volatility | 114.00% | 102.40% | ||||
Expected average term of warrants, in years | 3 years 5 months 1 day | 5 years | ||||
Expected dividend yield | 0.00% | 0.00% | ||||
Probability of change in control | 15.00% | 15.00% | ||||
Second Issuance [Member] | Warrant [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise Price | 3.41 | $3.41 | ||||
Closing Market Price | 0.48 | $3.40 | ||||
Risk-free Rate | 1.65% | 1.54% | ||||
Market Price Volatility | 97.00% | 102.40% | ||||
Expected average term of warrants, in years | 4 years 4 months 13 days | 5 years 6 months | ||||
Expected dividend yield | 0.00% | 0.00% | ||||
Probability of change in control | 15.00% | 15.00% | ||||
Third Issuance [Member] | Warrant [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise Price | 2.36 | $2.36 | ||||
Closing Market Price | 0.48 | $2.35 | ||||
Risk-free Rate | 1.89% | 2.18% | ||||
Market Price Volatility | 101.00% | 101.70% | ||||
Expected average term of warrants, in years | 6 years 5 months 5 days | 7 years | ||||
Expected dividend yield | 0.00% | 0.00% | ||||
Probability of change in control | 15.00% | 15.00% | ||||
Fourth Issuance [Member] | Warrant [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise Price | 3.19 | $3.19 | ||||
Closing Market Price | 0.48 | $2.55 | ||||
Risk-free Rate | 1.65% | 1.79% | ||||
Market Price Volatility | 100.00% | 99.70% | ||||
Expected average term of warrants, in years | 5 years 7 days | 5 years 6 months | ||||
Expected dividend yield | 0.00% | 0.00% | ||||
Probability of change in control | 15.00% | 15.00% | ||||
Fifth Issuance [Member] | Warrant [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise Price | 0.81 | $0.81 | ||||
Closing Market Price | 0.48 | $0.81 | ||||
Risk-free Rate | 1.97% | 2.02% | ||||
Market Price Volatility | 101.00% | 100.60% | ||||
Expected average term of warrants, in years | 6 years 10 months 17 days | 7 years | ||||
Expected dividend yield | 0.00% | 0.00% | ||||
Probability of change in control | 15.00% | 25.00% |
Significant_Accounting_Policie6
Significant Accounting Policies - Additional Information (Parenthetical) (Detail) (USD $) | 12 Months Ended | 0 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 09, 2014 | Nov. 15, 2013 | Jun. 03, 2013 | |
Significant Accounting Policies [Line Items] | ||||||
Incremental common shares attributable to dilutive effect of warrants | 0 | 0 | 0 | |||
Warrant [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Exercise Price | 2.45 | 2.5 | $2.75 | |||
Common Class A [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Incremental common shares attributable to dilutive effect of warrants | 31,859 | 172,111 |
Significant_Accounting_Policie7
Significant Accounting Policies - Summary of Changes To Warrant Valuations (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Class of Warrant or Right [Line Items] | |||
Value of warrants, Beginning | $15,071 | ||
Value of warrants issued | 2,201 | 17,597 | |
Changes in fair value, net | -14,160 | -2,026 | 0 |
Value of warrants exercised | -621 | -500 | |
Value of warrants, Ending | 2,491 | 15,071 | |
First Issuance [Member] | |||
Class of Warrant or Right [Line Items] | |||
Value of warrants, Beginning | 3,717 | ||
Value of warrants issued | 4,392 | ||
Changes in fair value, net | -2,654 | -175 | |
Value of warrants exercised | -621 | -500 | |
Value of warrants, Ending | 442 | 3,717 | |
Second Issuance [Member] | |||
Class of Warrant or Right [Line Items] | |||
Value of warrants, Beginning | 11,354 | ||
Value of warrants issued | 13,205 | ||
Changes in fair value, net | -9,799 | -1,851 | |
Value of warrants, Ending | 1,555 | 11,354 | |
Third Issuance [Member] | |||
Class of Warrant or Right [Line Items] | |||
Value of warrants issued | 123 | ||
Changes in fair value, net | -97 | ||
Value of warrants, Ending | 26 | ||
Fourth Issuance [Member] | |||
Class of Warrant or Right [Line Items] | |||
Value of warrants issued | 1,957 | ||
Changes in fair value, net | -1,563 | ||
Value of warrants, Ending | 394 | ||
Fifth Issuance [Member] | |||
Class of Warrant or Right [Line Items] | |||
Value of warrants issued | 121 | ||
Changes in fair value, net | -47 | ||
Value of warrants, Ending | $74 |
Significant_Accounting_Policie8
Significant Accounting Policies - Summary of Warrant Activity (Detail) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Class of Warrant or Right [Line Items] | ||
Warrants outstanding, Beginning | 6,670,103 | |
Warrants issued | 1,600,017 | 6,698,488 |
Exercised | -167,262 | -181,818 |
Anti-dilution adjustment | 31,859 | 153,433 |
Warrants outstanding, Ending | 8,134,717 | 6,670,103 |
First Issuance [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding, Beginning | 1,655,103 | |
Warrants issued | 1,683,488 | |
Exercised | -167,262 | -181,818 |
Anti-dilution adjustment | 31,859 | 153,433 |
Warrants outstanding, Ending | 1,519,700 | 1,655,103 |
Second Issuance [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants issued | 5,015,000 | |
Warrants outstanding, Ending | 5,015,000 | 5,015,000 |
Third Issuance [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants issued | 82,627 | |
Warrants outstanding, Ending | 82,627 | |
Fourth Issuance [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants issued | 1,313,686 | |
Warrants outstanding, Ending | 1,313,686 | |
Fifth Issuance [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants issued | 203,704 | |
Warrants outstanding, Ending | 203,704 |
Business_Combinations_Addition
Business Combinations - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | |||||||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 14-May-14 | Sep. 30, 2014 | Jan. 01, 2013 | Aug. 09, 2013 | 12-May-14 | Jan. 14, 2014 | Jul. 09, 2014 | |
Business Acquisition [Line Items] | ||||||||||||||||||
Business acquisition, shares issued | 11,354,660 | |||||||||||||||||
Additional earn out payments | $1,244,000 | $0 | $1,244,000 | $0 | ||||||||||||||
Acquisition-related cost | 789,000 | 997,000 | ||||||||||||||||
Impairment intangible assets | 30,500,000 | 0 | 22,000,000 | |||||||||||||||
Net revenue | 18,444,000 | 18,928,000 | 19,636,000 | 13,767,000 | 18,075,000 | 16,640,000 | 11,905,000 | 11,039,000 | 70,775,000 | 57,659,000 | 43,976,000 | |||||||
Net losses | -16,178,000 | -4,750,000 | -21,355,000 | -14,828,000 | -2,504,000 | -2,904,000 | -2,908,000 | -3,794,000 | -57,111,000 | -11,300,000 | -47,206,000 | |||||||
Amortization | 2,661,000 | 245,000 | ||||||||||||||||
Share-based compensation | 1,294,000 | 509,000 | 325,000 | |||||||||||||||
Common Class A [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Issuance of common stock | 52,025,684 | 36,415,839 | 52,025,684 | 36,415,839 | 2,900,000 | |||||||||||||
Sunetric Segment [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Business acquisition, shares issued | 4,000,000 | |||||||||||||||||
Business acquisition, value of shares issued | 11,100,000 | |||||||||||||||||
Percentage of voting interest for acquisition | 100.00% | |||||||||||||||||
Common stock closing market price, per share | $2.75 | |||||||||||||||||
Purchase agreement date | 26-Mar-14 | |||||||||||||||||
Business acquisition, total consideration transferred | 11,600,000 | |||||||||||||||||
Adjustment of earn out consideration | 500,000 | |||||||||||||||||
Impairment intangible assets | 10,400,000 | |||||||||||||||||
Net revenue | 12,700,000 | |||||||||||||||||
Net losses | -12,800,000 | |||||||||||||||||
Sunetric Segment [Member] | Contingent Earnout [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Adjustment of earn out consideration | 500,000 | 500,000 | ||||||||||||||||
Future earn out potential consideration | 1,000,000 | 1,000,000 | ||||||||||||||||
Sunetric Segment [Member] | Goodwill [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Impairment intangible assets | 8,000,000 | |||||||||||||||||
Sunetric Segment [Member] | Purchased Backlog And Noncompete Agreements [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Impairment intangible assets | 1,300,000 | |||||||||||||||||
Sunetric Segment [Member] | Order or Production Backlog [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Intangibles | 3,260,000 | |||||||||||||||||
Intangible asset, useful lives | 12 months | |||||||||||||||||
Sunetric Segment [Member] | Trademarks [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Impairment intangible assets | 1,100,000 | |||||||||||||||||
Intangibles | 1,240,000 | |||||||||||||||||
Intangible asset, useful lives | 120 months | |||||||||||||||||
Sunetric Segment [Member] | Noncompete Agreements [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Intangibles | 130,000 | |||||||||||||||||
Intangible asset, useful lives | 24 months | |||||||||||||||||
Sunetric Segment [Member] | Common Class A [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Business acquisition shares issued | 604,711 | |||||||||||||||||
Business acquisition, value of shares issued | 1,820,000 | |||||||||||||||||
Working capital adjustment | 450,000 | |||||||||||||||||
Working capital determination period | 90 days | |||||||||||||||||
Holdback shares issued | 150,154 | |||||||||||||||||
Release of holdback shares | 302,355 | |||||||||||||||||
Release of holdback shares,Percentage | 50.00% | |||||||||||||||||
Contingent consideration | 400,000 | |||||||||||||||||
Sunetric Segment [Member] | Common Class A [Member] | Contingent Earnout [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Additional earn out payments | 3,000,000 | 3,000,000 | ||||||||||||||||
Mercury and Sunetric [Member] | Pro Forma [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Acquisition-related cost | 2,430,000 | 1,154,000 | ||||||||||||||||
Amortization | 2,451,000 | |||||||||||||||||
Share-based compensation | 194,000 | 4,020,000 | ||||||||||||||||
Mercury and Sunetric [Member] | Common Class A [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Business acquisition, shares issued | 11,000,000 | |||||||||||||||||
Syndicated Solar, Inc [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Tangible net assets acquired, at fair value | -701,000 | -701,000 | -700,000 | |||||||||||||||
Intangible assets including goodwill acquired | 1,900,000 | |||||||||||||||||
Business acquisition, purchase consideration transferred, cash | 300,000 | |||||||||||||||||
Business acquisition, value of shares issued | 995,000 | |||||||||||||||||
Accounts payable | 2,220,000 | 2,220,000 | 2,200,000 | |||||||||||||||
Payments to vendors | 1,000,000 | |||||||||||||||||
Accrued liabilities | 600,000 | |||||||||||||||||
Monthly payment | 100,000 | |||||||||||||||||
Intangibles | 480,000 | 480,000 | ||||||||||||||||
Syndicated Solar, Inc [Member] | Contingent Earnout [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Additional earn out payments | 250,000 | |||||||||||||||||
Syndicated Solar, Inc [Member] | Single Vendor [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Accounts payable | 1,600,000 | |||||||||||||||||
Syndicated Solar, Inc [Member] | Common Class A [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Business acquisition, shares issued | 325,140 | 325,140 | ||||||||||||||||
Business acquisition, value of shares issued | 700,000 | |||||||||||||||||
Common stock closing market price, per share | $2.29 | |||||||||||||||||
Syndicated Solar, Inc [Member] | Common Class A [Member] | Contingent Earnout [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Business acquisition, shares issued | 1,300,000 | |||||||||||||||||
Issuance of common stock | 74,860 | 74,860 | ||||||||||||||||
Additional compensation expense | 100,000 | |||||||||||||||||
Mercury Energy, Inc [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Percentage of voting interest for acquisition | 100.00% | |||||||||||||||||
Acquisition-related cost | 1,600,000 | 1,200,000 | 2,800,000 | |||||||||||||||
Mercury Energy, Inc [Member] | Common Class A [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Business acquisition, shares issued | 313,235 | 7,604,127 | ||||||||||||||||
Business acquisition, value of shares issued | $29,100,000 | |||||||||||||||||
Common stock closing market price, per share | $3.83 |
Business_Combinations_Summary_
Business Combinations - Summary of Determination of Fair Value of Purchase Consideration (Detail) (USD $) | 12 Months Ended | 0 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | 12-May-14 | Aug. 09, 2013 |
Business Acquisition [Line Items] | |||
Class A Common Stock Issued | 11,354,660 | ||
Syndicated Solar, Inc [Member] | |||
Business Acquisition [Line Items] | |||
Valuation | 995 | ||
Syndicated Solar, Inc [Member] | Cash [Member] | |||
Business Acquisition [Line Items] | |||
Valuation | 250 | ||
Syndicated Solar, Inc [Member] | Provisional Consideration Issued [Member] | |||
Business Acquisition [Line Items] | |||
Closing Share Price | 2.29 | ||
Valuation | 916 | ||
Syndicated Solar, Inc [Member] | Amendment to Agreement [Member] | |||
Business Acquisition [Line Items] | |||
Valuation | -171 | ||
Syndicated Solar, Inc [Member] | Common Class A [Member] | |||
Business Acquisition [Line Items] | |||
Class A Common Stock Issued | 325,140 | 325,140 | |
Valuation | $700 | ||
Syndicated Solar, Inc [Member] | Common Class A [Member] | Provisional Consideration Issued [Member] | |||
Business Acquisition [Line Items] | |||
Class A Common Stock Issued | 400,000 | ||
Syndicated Solar, Inc [Member] | Common Class A [Member] | Amendment to Agreement [Member] | |||
Business Acquisition [Line Items] | |||
Class A Common Stock Issued | -75,000 |
Business_Combinations_Summary_1
Business Combinations - Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Aug. 09, 2013 |
In Thousands, unless otherwise specified | |||
Business Acquisition [Line Items] | |||
Goodwill | $1,338 | $1,867 | |
Syndicated Solar, Inc [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 90 | ||
Accounts receivable, net | 580 | ||
Other current assets | 1,188 | ||
Property and equipment | 185 | ||
Intangible assets | 480 | ||
Accounts payable | -2,220 | -2,200 | |
Deferred revenue | -946 | ||
Other current liabilities | -58 | ||
Total identifiable net liabilities at fair value | -701 | -700 | |
Goodwill | 1,696 | ||
Total purchase consideration | $995 |
Business_Combinations_Summariz
Business Combinations - Summarizes Determination of Fair Value of Purchase Consideration in Acquired Business (Detail) (USD $) | 12 Months Ended | 0 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | 14-May-14 | Jan. 14, 2014 |
Business Acquisition [Line Items] | |||
Class A Common Stock Issued | 11,354,660 | ||
Sunetric Segment [Member] | |||
Business Acquisition [Line Items] | |||
Class A Common Stock Issued | 3,878,000 | ||
Valuation | $10,664 | ||
Provisional Consideration Issued [Member] | Sunetric Segment [Member] | |||
Business Acquisition [Line Items] | |||
Class A Common Stock Issued | 3,425,000 | ||
Closing Share Price | $2.75 | ||
Valuation | 9,419 | ||
Indemnification Consideration [Member] | Sunetric Segment [Member] | |||
Business Acquisition [Line Items] | |||
Class A Common Stock Issued | 605,000 | ||
Valuation | 1,664 | ||
Indemnification Unrecognizable [Member] | Sunetric Segment [Member] | |||
Business Acquisition [Line Items] | |||
Class A Common Stock Issued | -152,000 | ||
Valuation | -419 | ||
Estimated Contingent Consideration [Member] | Sunetric Segment [Member] | |||
Business Acquisition [Line Items] | |||
Valuation | 510 | ||
Consideration Unrecognizable [Member] | Sunetric Segment [Member] | |||
Business Acquisition [Line Items] | |||
Valuation | -510 | ||
Mercury [Member] | |||
Business Acquisition [Line Items] | |||
Class A Common Stock Issued | 7,604,000 | ||
Valuation | 29,124 | ||
Mercury [Member] | Provisional Consideration Issued [Member] | |||
Business Acquisition [Line Items] | |||
Class A Common Stock Issued | 8,348,000 | ||
Closing Share Price | $3.83 | ||
Valuation | 31,973 | ||
Mercury [Member] | Amendment to Agreement [Member] | |||
Business Acquisition [Line Items] | |||
Class A Common Stock Issued | -744,000 | ||
Valuation | ($2,849) |
Business_Combinations_Summary_2
Business Combinations - Summary of Tangible and Intangible Assets and Liabilities In Adjustments to Goodwill (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Business Acquisition [Line Items] | ||
Goodwill | $1,338 | $1,867 |
Mercury [Member] | ||
Business Acquisition [Line Items] | ||
Cash | 11,773 | |
Accounts receivable, net | 1,817 | |
Construction in progress | 2,513 | |
Other current assets | 315 | |
Inventory | 1,496 | |
Deferred costs on uncompleted contracts | 253 | |
Current assets | 18,167 | |
Fixed assets | 399 | |
Other assets | 554 | |
Total assets acquired | 19,120 | |
Accounts payable | 5,499 | |
Accrued liabilities | 2,468 | |
Total current liabilities | 7,967 | |
Other long-term liabilities | 601 | |
Total liabilities assumed | 8,568 | |
Total identifiable net assets at fair value | 10,552 | |
Goodwill | 18,072 | |
Other intangibles | 500 | |
Total purchase consideration | 29,124 | |
Mercury [Member] | Purchase Price Allocation as Originally Reported [Member] | ||
Business Acquisition [Line Items] | ||
Cash | 9,647 | |
Accounts receivable, net | 2,343 | |
Construction in progress | 2,456 | |
Other current assets | 658 | |
Current assets | 15,104 | |
Fixed assets | 397 | |
Other assets | 571 | |
Total assets acquired | 16,072 | |
Accounts payable | 3,039 | |
Accrued liabilities | 1,791 | |
Deferred revenue | 929 | |
Total current liabilities | 5,759 | |
Deferred revenue | 352 | |
Other long-term liabilities | 458 | |
Total liabilities assumed | 6,569 | |
Total identifiable net assets at fair value | 9,503 | |
Other intangibles | 22,470 | |
Total purchase consideration | 31,973 | |
Mercury [Member] | Scenario, Adjustment [Member] | ||
Business Acquisition [Line Items] | ||
Cash | 2,126 | |
Accounts receivable, net | -526 | |
Construction in progress | 57 | |
Other current assets | -343 | |
Inventory | 1,496 | |
Deferred costs on uncompleted contracts | 253 | |
Current assets | 3,063 | |
Fixed assets | 2 | |
Other assets | -17 | |
Total assets acquired | 3,048 | |
Accounts payable | 2,460 | |
Accrued liabilities | 677 | |
Deferred revenue | -929 | |
Total current liabilities | 2,208 | |
Deferred revenue | -352 | |
Other long-term liabilities | 143 | |
Total liabilities assumed | 1,999 | |
Total identifiable net assets at fair value | 1,049 | |
Goodwill | 18,072 | |
Other intangibles | -21,970 | |
Total purchase consideration | ($2,849) |
Business_Combinations_Allocati
Business Combinations - Allocation of Purchase Price (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Business Acquisition [Line Items] | ||
Goodwill | ($1,338) | ($1,867) |
Sunetric Segment [Member] | ||
Business Acquisition [Line Items] | ||
Cash | 367 | |
Accounts receivable, net | 1,466 | |
Costs in excess of billings on uncompleted contracts | 1,517 | |
Other current assets | 176 | |
Inventory | 1,690 | |
Current assets | 5,216 | |
Fixed assets | 168 | |
Other assets | 555 | |
Total assets acquired | 5,939 | |
Accounts payable | 3,086 | |
Accrued liabilities | 753 | |
Billings in excess of costs on uncompleted contracts | 1,552 | |
Deferred revenue | 36 | |
Total current liabilities | 5,427 | |
Other long-term liabilities | 2,233 | |
Total liabilities assumed | 7,660 | |
Total identifiable net assets at fair value | -1,721 | |
Goodwill | 7,755 | |
Other intangibles | 4,630 | |
Total purchase consideration | 10,664 | |
Sunetric Segment [Member] | Purchase Price Allocation as Originally Reported [Member] | ||
Business Acquisition [Line Items] | ||
Cash | 185 | |
Accounts receivable, net | 1,466 | |
Costs in excess of billings on uncompleted contracts | 1,517 | |
Other current assets | 199 | |
Inventory | 1,661 | |
Current assets | 5,028 | |
Fixed assets | 168 | |
Other assets | 555 | |
Total assets acquired | 5,751 | |
Accounts payable | 2,865 | |
Accrued liabilities | 752 | |
Billings in excess of costs on uncompleted contracts | 1,552 | |
Deferred revenue | 36 | |
Total current liabilities | 5,205 | |
Other long-term liabilities | 3,207 | |
Total liabilities assumed | 8,412 | |
Total identifiable net assets at fair value | -2,661 | |
Goodwill | 9,624 | |
Other intangibles | 4,630 | |
Total purchase consideration | 11,593 | |
Sunetric Segment [Member] | Scenario, Adjustment [Member] | ||
Business Acquisition [Line Items] | ||
Cash | 182 | |
Other current assets | -23 | |
Inventory | 29 | |
Current assets | 188 | |
Total assets acquired | 188 | |
Accounts payable | 221 | |
Accrued liabilities | 1 | |
Total current liabilities | 222 | |
Other long-term liabilities | -974 | |
Total liabilities assumed | -752 | |
Total identifiable net assets at fair value | 940 | |
Goodwill | -1,869 | |
Total purchase consideration | ($929) |
Business_Combinations_Suppleme
Business Combinations - Supplemental Pro Forma (Detail) (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Net revenue | $125,062 | $156,163 |
Net loss | ($56,953) | ($21,340) |
Net loss per share - basic and diluted | ($1.15) | ($0.52) |
Goodwill_and_Other_Asset_Impai1
Goodwill and Other Asset Impairments - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | 9 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 04, 2014 | Sep. 30, 2014 | Dec. 05, 2014 | |
Impaired Long-Lived Assets Held and Used [Line Items] | ||||||
Catalogue business, book value | $9,509,000 | $6,898,000 | $2,300,000 | |||
Goodwill and other asset impairment | 11,765,000 | 0 | 22,012,000 | |||
Catalogue business, sale value | 1,000,000 | |||||
Goodwill | 1,338,000 | 1,867,000 | ||||
Other intangibles | 0 | 500,000 | ||||
Impairment of goodwill and intangibles | 30,500,000 | 0 | 22,000,000 | |||
Hopland [Member] | ||||||
Impaired Long-Lived Assets Held and Used [Line Items] | ||||||
Catalogue business, book value | 1,000,000 | |||||
Goodwill and other asset impairment | 1,300,000 | |||||
Catalogue business, sale value | 1,000,000 | |||||
Loss on sale of catalogue business | $100,000 |
Property_and_Equipment_Propert
Property and Equipment - Property and Equipment (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $4,946 | $6,703 |
Accumulated depreciation and amortization | -3,442 | -3,953 |
Total property and equipment, net | 1,504 | 2,750 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,716 | |
Buildings and Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 142 | 136 |
Furniture Fixture And Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,334 | 1,040 |
Website development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,512 | 960 |
Vehicles and Machinery [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $1,958 | $2,851 |
Revolving_Line_of_Credit_and_T1
Revolving Line of Credit and Term Loan - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | |||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | Jun. 06, 2014 | Nov. 19, 2014 | Mar. 16, 2015 | Jan. 30, 2015 | Jul. 09, 2014 | Jun. 03, 2013 | Feb. 27, 2015 | |
Line of Credit Facility [Line Items] | |||||||||||
Loan amount paid | $26,000 | $187,000 | |||||||||
Bear interest rate | Greater of (a) the bank's prime rate plus 4.00%, or (b) 8.00% | ||||||||||
Interest rate | 4.00% | ||||||||||
Interest rate during period | 8.00% | ||||||||||
Borrowings outstanding under line of credit facility | 4,400,000 | ||||||||||
Line of credit, facility fee | 0.50% | ||||||||||
Common Class A [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Shares of common stock to purchase by warrant issued | 5,300,000 | 1,700,000 | |||||||||
Warrants exercise price | $3.19 | ||||||||||
Warrant expiration date | 9-Jul-20 | ||||||||||
Subsequent Events [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Warrants exercise price | $0.50 | ||||||||||
Silicon Valley Bank (SVB) [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | 5,500,000 | 6,500,000 | |||||||||
Borrowing base | 75.00% | 75.00% | |||||||||
Reserve credit of subsidiary | 500,000 | ||||||||||
Line of credit facility, expiration | 29-Sep-14 | ||||||||||
Loan amount paid | 2,000,000 | ||||||||||
Line of credit facility reduced amount | 1,000,000 | ||||||||||
Silicon Valley Bank (SVB) [Member] | Common Class A [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Line of credit facility, modification, extension and waiver fees | 10,000 | ||||||||||
Shares of common stock to purchase by warrant issued | 203,704 | ||||||||||
Warrants exercise price | $0.81 | ||||||||||
Warrant expiration date | 19-Nov-21 | ||||||||||
Silicon Valley Bank (SVB) [Member] | Sixth Loan Modification Agreement [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Line of credit facility, expiration | 31-Jan-15 | ||||||||||
Line of credit facility, modification, extension and waiver fees | 80,000 | ||||||||||
Silicon Valley Bank (SVB) [Member] | Sixth Loan Modification Agreement [Member] | Common Class A [Member] | |||||||||||
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) [Member] | Seventh Loan Modification Agreement [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | 5,500,000 | 5,500,000 | |||||||||
Final payment fee | 150,000 | ||||||||||
Line of credit facility reduced amount | -1,000,000 | ||||||||||
Silicon Valley Bank (SVB) [Member] | Ninth Loan Modification Agreement [Member] | Subsequent Events [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | 5,000,000 | ||||||||||
Line of credit facility, modification, extension and waiver fees | 50,000 | ||||||||||
Line of credit facility reduced amount | -1,000,000 | ||||||||||
Silicon Valley Bank (SVB) [Member] | Eighth Loan Modification Agreement [Member] | Subsequent Events [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Line of credit facility, modification, extension and waiver fees | $8,125 |
Payable_to_Gaiam_Additional_In
Payable to Gaiam - Additional Information (Detail) (Gaiam Incorporated [Member], Common Class A [Member]) | Dec. 31, 2013 |
Gaiam Incorporated [Member] | Common Class A [Member] | |
Related Party Transaction [Line Items] | |
Percentage of ownership in shares issued and outstanding | 10.00% |
Related_Parties_Additional_Inf
Related Parties - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 05, 2014 | Apr. 23, 2013 | |
Related Party Transaction [Line Items] | |||||
Retail and catalogue business, book value | $9,509,000 | $6,898,000 | 2,300,000 | ||
Retail and catalogue business, sale value | 1,000,000 | ||||
Notes payable | 3,150,000 | 4,150,000 | |||
Maturity date of loans | 31-Mar-16 | ||||
Interest rate | 8.00% | ||||
Debt, repayment amount | 2,600,000 | ||||
Interest paid | 709,000 | 254,000 | 538,000 | ||
Debt, repayment date | 5-Nov-13 | ||||
Debt amount converted into shares | 100,000 | ||||
Issuance of common stock related to debt conversion, shares | 62,111 | ||||
Discount for early repayment | 300,000 | ||||
Within 18 Months [Member] | |||||
Related Party Transaction [Line Items] | |||||
Percentage of net profit realized | 50.00% | ||||
Between 18 and 36 Months [Member] | |||||
Related Party Transaction [Line Items] | |||||
Percentage of net profit realized | 25.00% | ||||
Loan 30 April, 2013 [Member] | |||||
Related Party Transaction [Line Items] | |||||
Additional Loan obtained | 1,000,000 | ||||
Loan Commitment Option Agreement consideration value | 200,000 | ||||
Current Lease Rate Per square foot, cancelled due to loan commitment | 3 | ||||
Cash Payment Obligations [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt, repayment amount | 2,100,000 | ||||
Gaiam Incorporated [Member] | |||||
Related Party Transaction [Line Items] | |||||
Notes payable | 2,700,000 | ||||
Gaiam Incorporated [Member] | Period Two [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt, repayment amount | 1,700,000 | ||||
Debt, repayment date | 30-Apr-13 | ||||
Gaiam Incorporated [Member] | Common Class A [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt amount converted into shares | 100,000 | ||||
Issuance of common stock related to debt conversion, shares | 62,111 | ||||
Riverside Renewable Energy Investments [Member] | |||||
Related Party Transaction [Line Items] | |||||
Maturity date of loans | 31-Mar-15 | ||||
Extended maturity date | 31-Mar-16 | ||||
Interest rate | 10.00% | ||||
Debt, repayment amount | 1,000,000 | ||||
Accrued interest payable | 900,000 | 700,000 | |||
Interest paid | $100,000 | $0 | |||
Riverside Renewable Energy Investments [Member] | Common Class A [Member] | |||||
Related Party Transaction [Line Items] | |||||
Ownership of common stock related party | 15.00% |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 09, 2014 | Mar. 23, 2015 | |
Plaintiff | |||||
Lawsuits | |||||
Office And Warehouse Facilities [Member] | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Office and warehouse rent expense incurred | $1,200,000 | $1,300,000 | $900,000 | ||
Gaiam Incorporated [Member] | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Operating lease renewal clauses | 5 years | ||||
Operating lease monthly base payments | 41,537 | ||||
PIPE Offering [Member] | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Issuance of common stock in private investment public equity offering | 7,000,000 | ||||
Common stock issued for cash in private placements, per share | $2,400,000 | ||||
Number of investors | 20 | ||||
Recorded liability | $0 | ||||
PIPE Offering [Member] | Subsequent Events [Member] | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Declined value of common stock | $260,000 | ||||
Number Of Plaintiffs | 4 | ||||
Number of law suits | 3 | ||||
Vehicle Lease [Member] | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Operating lease renewal clauses | 5 years | ||||
Operating lease termination date | 2018-07 | ||||
Minimum [Member] | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Operating lease renewal clauses | 3 months | ||||
Maximum [Member] | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Operating lease renewal clauses | 5 years |
Commitments_and_Contingencies_2
Commitments and Contingencies - Future Minimum Lease Payments (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Operating Leased Assets [Line Items] | |
2015 | $1,218 |
2016 | 786 |
2017 | 214 |
2018 | 46 |
Total minimum lease payments | $2,264 |
Shareholders_Equity_Additional
Shareholders Equity - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | |||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 09, 2014 | Nov. 15, 2013 | Jun. 03, 2013 | Jan. 14, 2014 | 12-May-14 | Aug. 09, 2013 | 28-May-14 | 14-May-14 | Dec. 31, 2011 |
Class of Stock [Line Items] | |||||||||||
Issued common stock and received proceeds | $6,331 | $27,333 | |||||||||
Business acquisition, shares issued | 11,354,660 | ||||||||||
Shares placed in escrow | 11,127,888 | ||||||||||
Purchase Price Allocation as Originally Reported [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issuance of warrants increased | 31,859 | ||||||||||
Exercise price of warrants issued | $2.45 | ||||||||||
Syndicated Solar, Inc [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Business acquisition, value of shares issued | 995 | ||||||||||
Common Class A [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock shares issued for service rendered | 5,900,000 | 3,400,000 | |||||||||
Issued common stock and received proceeds | 7,000 | 18,400 | 8,400 | ||||||||
Issuance of warrants increased | 5,300,000 | 1,700,000 | |||||||||
Exercise price of warrants issued | $3.19 | ||||||||||
Shares issued | 52,025,684 | 36,415,839 | 2,900,000 | ||||||||
Warrants expiration date | 9-Jul-20 | ||||||||||
Common stock, shares outstanding | 52,025,684 | 36,415,839 | |||||||||
Common stock holder voting rights | 15.00% | ||||||||||
Common Class A [Member] | First Issuance [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issuance of warrants increased | 5,000,000 | ||||||||||
Exercise price of warrants issued | $3.41 | ||||||||||
Common stock, expiration date | 15-May-19 | ||||||||||
Common Class A [Member] | Second Issuance [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Exercise price of warrants issued | $2.50 | $2.60 | |||||||||
Common stock, expiration date | 3-Jun-18 | ||||||||||
Common Class A [Member] | Mercury Energy, Inc [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Business acquisition, shares issued | 313,235 | 7,604,127 | |||||||||
Business acquisition, value of shares issued | 29,100 | ||||||||||
Common stock closing market price, per share | $3.83 | ||||||||||
Common Class A [Member] | Mercury Energy, Inc [Member] | Stock Compensation Plan [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares placed in escrow | 201,390 | 744,018 | |||||||||
Common Class A [Member] | Mercury Energy, Inc [Member] | Indemnification Claims and Closing Working Capital True Up Adjustments [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares placed in escrow | 467,249 | ||||||||||
Common Class A [Member] | Syndicated Solar, Inc [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Business acquisition, shares issued | 325,140 | 325,140 | |||||||||
Business acquisition, value of shares issued | 700 | ||||||||||
Common stock closing market price, per share | $2.29 | ||||||||||
Common Class A [Member] | Syndicated Solar, Inc [Member] | Stock Compensation Plan [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares placed in escrow | 74,860 | ||||||||||
Common Class A [Member] | Elemental Energy LLC [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Business acquisition, shares issued | 217,076 | 3,425,393 | |||||||||
Business acquisition, value of shares issued | 500 | 9,400 | |||||||||
Common stock closing market price, per share | $2.39 | $2.75 | |||||||||
Shares placed in escrow | 604,711 | ||||||||||
Common Class A [Member] | Elemental Energy LLC [Member] | Shares Reserved For Future Issuances [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Business acquisition, value of shares issued | $1,700 | ||||||||||
Common stock closing market price, per share | $2.75 | ||||||||||
Common Class B [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares issued | |||||||||||
Common stock, shares outstanding | 0 |
Shareholders_Equity_Shares_of_
Shareholders Equity - Shares of Class A Common Stock for Future Issuance (Detail) | Dec. 31, 2014 |
Schedule Of Stockholders Equity [Line Items] | |
Total shares reserved for future issuance | 11,127,888 |
Stock Options [Member] | |
Schedule Of Stockholders Equity [Line Items] | |
Total shares reserved for future issuance | 2,318,280 |
Equity Compensation Plans Not Approved by Security Holders [Member] | |
Schedule Of Stockholders Equity [Line Items] | |
Total shares reserved for future issuance | 90,000 |
Provisional purchase consideration to be transferred [Member] | Elemental Energy LLC [Member] | |
Schedule Of Stockholders Equity [Line Items] | |
Total shares reserved for future issuance | 302,356 |
Warrant [Member] | |
Schedule Of Stockholders Equity [Line Items] | |
Total shares reserved for future issuance | 8,134,717 |
Warrant [Member] | Equity Security [Member] | |
Schedule Of Stockholders Equity [Line Items] | |
Total shares reserved for future issuance | 282,535 |
Fair_Value_Measurements_Fair_V
Fair Value Measurements - Fair Value of Assets and Liabilities Measured on Recurring Basis (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Common stock warrant liability | $2,491 | $15,071 |
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Common stock warrant liability | $2,491 |
Fair_Value_Measurements_Reconc
Fair Value Measurements - Reconciliation of Common Stock Warrant Liability Measured at Fair Value on Recurring Basis (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Change in fair value of common stock warrant liability, net | $14,160 | $2,026 |
Common stock warrants [Member] | ||
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 | 2,202 | |
Exercise of common stock warrants | -622 | |
Change in fair value of common stock warrant liability, net | -14,160 | |
Fair value of liability, Ending Balance | $2,491 |
ShareBased_Compensation_Additi
Share-Based Compensation - Additional Information (Detail) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 14, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Non-shareholder approved options granted | 300,000 | |||
Non-shareholder approved options forfeited | 210,000 | |||
Share based compensation, options granted typical expiration period | 7 years | |||
Share based compensation, weighted-average grant-date fair value of options granted | $2.26 | $1.13 | $0.76 | |
Share based compensation, total fair value of shares vested | $900,000 | $305,000 | $432,000 | |
Share based compensation | 1,294,000 | 509,000 | 325,000 | |
Share based compensation, unrecognized cost related to nonvested | $900,000 | |||
Share based compensation, unrecognized cost related to nonvested, recognition period | 3 years 3 months 18 days | |||
Common Class A [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation, number of shares authorized to be granted as percentage of outstanding Class A common shares | 15.00% | |||
Number of options available for grant | 6,704,237 | |||
Long Term Incentive Plan 2008 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation, number of shares authorized to be granted | 6,704,231 | |||
Incentive Plan, term | 10 years |
ShareBased_Compensation_Variab
Share-Based Compensation - Variables Used in Black-Scholes Option Pricing Model to Determine Estimated Grant Date Fair Value for Options Granted (Detail) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 98.00% | 83.00% | 76.00% |
Expected volatility | 102.00% | 104.00% | 87.00% |
Weighted-average volatility | 101.00% | 93.00% | 80.00% |
Expected dividends | 0.00% | 0.00% | 0.00% |
Risk-free rate | 1.57% | 0.68% | 0.57% |
Risk-free rate | 2.44% | 2.45% | 1.26% |
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 3 years 9 months 18 days | 3 years 9 months 18 days | 5 years |
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 7 years | 6 years 7 months 6 days | 6 years 7 months 6 days |
ShareBased_Compensation_Summar
Share-Based Compensation - Summary of Options Activity (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Weighted Average Exercise Price | |||
Beginning Balance | $1.51 | $1.88 | $2.80 |
Granted | $3.08 | $1.57 | $1.19 |
Exercised | $1.04 | $1 | |
Forfeited or expired | $2.26 | $1.08 | $2.38 |
Ending Balance | $2.44 | $1.51 | $1.88 |
Weighted Average Exercise Price Exercisable, Ending Balance | $2.12 | $2 | $2.93 |
Weighted Average Remaining Contractual Term (Yrs) | |||
Outstanding as of end of year | 5 years | 5 years | 5 years 4 months 24 days |
Exercisable as of end of year | 2 years 9 months 18 days | 2 years 7 months 6 days | 3 years |
Aggregate Intrinsic Value | |||
Outstanding at December 31, 2014 | $0 | $3,468,464 | |
Exercisable at December 31, 2014 | $0 | $621,573 | |
Beginning Balance | 2,238,210 | 1,825,320 | 1,902,120 |
Granted | 2,438,000 | 971,000 | 1,431,500 |
Exercised | -129,480 | -117,030 | |
Forfeited or expired | -2,238,450 | -341,080 | -1,508,300 |
Ending Balance | 2,408,280 | 2,238,210 | 1,825,320 |
Number of Shares Exercisable, Ending Balance | 799,510 | 609,090 | 508,350 |
Income_Taxes_Income_Tax_Expens
Income Taxes - Income Tax Expense (Benefit) (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current: | |||
Federal | $0 | $0 | $0 |
State | 164 | 58 | 61 |
Total Current | 164 | 58 | 61 |
Deferred: | |||
Federal | -1,404 | 7,361 | |
State | 1,298 | ||
Total Deferred | -1,404 | 8,659 | |
Income tax expense (benefit) | ($1,240) | $58 | $8,720 |
Income_Taxes_Variations_From_F
Income Taxes - Variations From Federal Statutory Rate (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Reconciliation Of Income Taxes [Line Items] | |||
Expected federal income tax expense (benefit) at statutory rate of 35% | ($20,510) | ($3,882) | ($13,086) |
Effect of permanent goodwill impairment | 5,859 | 7,898 | |
Effect of permanent acquisition-related differences | -1,404 | ||
Effect of permanent other differences | -5,304 | 136 | 94 |
Effect of valuation allowance | 22,161 | 4,559 | 16,074 |
Other | -299 | -48 | 49 |
State income tax expense (benefit), net of federal benefit | -1,743 | -707 | -2,309 |
Income tax expense (benefit) | ($1,240) | $58 | $8,720 |
Income_Taxes_Variations_From_F1
Income Taxes - Variations From Federal Statutory Rate (Parenthetical) (Detail) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Reconciliation Of Income Taxes [Line Items] | |||
Expected federal income tax expense (benefit), statutory rate | 35.00% | 35.00% | 35.00% |
Income_Taxes_Components_of_Net
Income Taxes - Components of Net Tax Effects of Temporary Differences Between Carrying Amounts of Assets and Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred tax assets (liabilities) | ||
Provision for doubtful accounts | $447 | $230 |
Inventory-related expense | 222 | 274 |
Accrued liabilities | 1,326 | 1,385 |
Other | 1,340 | |
Total current deferred tax assets | 3,334 | 1,889 |
Depreciation and amortization | 4,556 | 775 |
Net operating loss carry-forwards | 38,167 | 20,337 |
Other | 53 | -5 |
Total non-current deferred tax assets | 42,777 | 21,108 |
Valuation allowance | -46,111 | -22,997 |
Total net deferred tax assets | $0 | $0 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Taxes [Line Items] | |||
Deferred tax assets valuation allowances | $23.10 | ||
Income tax rate | 35.00% | 35.00% | 35.00% |
Maximum [Member] | |||
Income Taxes [Line Items] | |||
Tax sharing agreement,operating loss carryforwards, aggregate future payments | 1.6 | ||
State [Member] | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards | 77.4 | ||
Operating loss carryforwards, if unused, expiration year | 2019 | ||
Federal [Member] | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards | $90.40 | ||
Operating loss carryforwards, if unused, expiration year | 2020 |
Segment_Information_Financial_
Segment Information - Financial Information for Company's Segments and Reconciliation of Total of Reportable Segments' Income (Loss) from Operations (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment Reporting Information [Line Items] | |||||||||||
Net revenue | $18,444 | $18,928 | $19,636 | $13,767 | $18,075 | $16,640 | $11,905 | $11,039 | $70,775 | $57,659 | $43,976 |
Income (loss) from operations | -40,431 | -13,319 | -38,347 | ||||||||
Interest and other expense, net | -1,170 | -928 | -790 | ||||||||
Change in valuation of warrants | 14,160 | 2,026 | 0 | ||||||||
Income tax expense/(benefit) | -1,240 | 58 | 8,720 | ||||||||
(Loss)/gain from discontinued operations, net of tax | -2,784 | -2,295 | -23,039 | -2,792 | -191 | 1,014 | 193 | -37 | -30,910 | 979 | 651 |
Net loss | -16,178 | -4,750 | -21,355 | -14,828 | -2,504 | -2,904 | -2,908 | -3,794 | -57,111 | -11,300 | -47,206 |
Residential Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenue | 55,844 | 53,918 | 42,476 | ||||||||
Income (loss) from operations | -12,261 | -1,647 | -4,681 | ||||||||
Sunetric [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenue | 12,742 | ||||||||||
Income (loss) from operations | -12,798 | ||||||||||
Other [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenue | 2,189 | 3,741 | 1,500 | ||||||||
Income (loss) from operations | ($15,372) | ($11,672) | ($33,666) |
Segment_Information_Reconcilia
Segment Information - Reconciliation of Reportable segments' Assets to Company's Consolidated Total Assets (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | $35,106 | $43,768 |
Continuing Operations [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 25,597 | 36,870 |
Continuing Operations [Member] | Residential Segment [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 17,183 | 21,267 |
Continuing Operations [Member] | Sunetric [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 7,430 | |
Continuing Operations [Member] | Other [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 984 | 15,603 |
Discontinued Operations [Member] | Commercial Segment [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | $9,509 | $6,898 |
Discontinued_Operations_Schedu
Discontinued Operations - Schedule of Reconciliation of Discontinued Operations Presented in Condensed Consolidated Statements of Operations (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Major line items constituting pretax loss of discontinued operations: | |||||||||||
Net revenue | $45,166 | $43,683 | $48,914 | ||||||||
Cost of goods sold | 45,856 | 38,030 | 41,863 | ||||||||
Selling and operating | 7,324 | 3,553 | 6,158 | ||||||||
General and administrative | 1,808 | ||||||||||
Acquisition related costs | 1,640 | 1,014 | |||||||||
Restructuring costs | 148 | ||||||||||
Depreciation and amortization | 534 | 107 | 242 | ||||||||
Goodwill and other asset impairments | 18,766 | ||||||||||
Pretax (loss)/gain of discontinued operations | -30,910 | 979 | 651 | ||||||||
Income tax benefit | 0 | 0 | 0 | ||||||||
(Loss)/gain on discontinued operations | ($2,784) | ($2,295) | ($23,039) | ($2,792) | ($191) | $1,014 | $193 | ($37) | ($30,910) | $979 | $651 |
Discontinued_Operations_Schedu1
Discontinued Operations - Schedule of Reconciliation of Discontinued Operations Presented in Condensed Consolidated Statements of Operations (Parenthetical) (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Share based compensation expense | $1,294,000 | $509,000 | $325,000 |
Selling and Operating Expense [Member] | |||
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 | ||
General and Administrative Expense [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Share based compensation expense | $1,600,000 |
Discontinued_Operations_Schedu2
Discontinued Operations - Schedule of Reconciliation of Discontinued Operations Presented in Condensed Consolidated Balance Sheets (Detail) (USD $) | Dec. 31, 2014 | Dec. 05, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |||
Current assets: | |||
Accounts receivable, net | $6,223 | $1,591 | |
Costs in excess of billings on uncompleted contracts | 1,841 | 4,556 | |
Inventory, net | 242 | 314 | |
Deferred costs on uncompleted contracts | 42 | 103 | |
Other current assets | 79 | ||
Total major classes of current assets of the discontinued operations | 8,427 | 6,564 | |
Noncurrent assets: | |||
Property and equipment, net | 45 | 334 | |
Other noncurrent assets | 1,037 | ||
Total noncurrent assets of discontinued operations | 1,082 | 334 | |
Total assets of the discontinued operations in the balance sheet | 9,509 | 2,300 | 6,898 |
Current liabilities: | |||
Accounts payable | 4,977 | 7,429 | |
Accrued liabilities | 2,608 | 629 | |
Billings in excess of costs on uncompleted contracts | 373 | 395 | |
Deferred revenue and other current liabilities | 26 | ||
Total current liabilities of discontinued operations | 7,985 | 8,453 | |
Noncurrent liabilities: | |||
Other liabilities | 327 | ||
Total major classes of noncurrent liabilities of the discontinued operations | 327 | ||
Total liabilities of the discontinued operations in the balance sheet | $8,311 | $8,453 |
Quarterly_Results_of_Operation2
Quarterly Results of Operations - Summary of Quarterly Results of Operations (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Quarterly Financial Information [Line Items] | |||||||||||
Net revenue | $18,444 | $18,928 | $19,636 | $13,767 | $18,075 | $16,640 | $11,905 | $11,039 | $70,775 | $57,659 | $43,976 |
Gross profit | 2,246 | 3,197 | 4,503 | 2,811 | 3,826 | 4,316 | 2,976 | 3,143 | 12,757 | 14,261 | 15,980 |
Income (loss) before income taxes | -13,138 | -2,742 | 470 | -12,031 | -2,272 | -3,100 | -3,093 | -3,756 | -27,441 | -12,221 | 39,137 |
Net income (loss) from continuing operations | -13,394 | -2,455 | 1,684 | -12,036 | -2,313 | -3,108 | -3,101 | -3,757 | -26,201 | -12,279 | -47,857 |
Net income (loss) from discontinued operations | -2,784 | -2,295 | -23,039 | -2,792 | -191 | 1,014 | 193 | -37 | -30,910 | 979 | 651 |
Net loss | ($16,178) | ($4,750) | ($21,355) | ($14,828) | ($2,504) | ($2,904) | ($2,908) | ($3,794) | ($57,111) | ($11,300) | ($47,206) |
Diluted net loss per share | ($0.31) | ($0.09) | ($0.46) | ($0.34) | ($0.08) | ($0.07) | ($0.10) | ($0.14) | |||
Weighted average shares outstanding-diluted | 51,549 | 51,055 | 46,071 | 43,600 | 33,077 | 30,044 | 27,804 | 26,696 | 47,835 | 29,486 | 26,673 |
Quarterly_Results_of_Operation3
Quarterly Results of Operations - Summary of Quarterly Results of Operations (Parenthetical) (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | ||||
Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2014 | Dec. 31, 2014 | |
Quarterly Financial Information [Line Items] | |||||||
Impairment of related intangibles | $11,765,000 | $0 | $22,012,000 | ||||
Acquisition of Mercury and other acquisition related expenses | 1,500,000 | 600,000 | |||||
Mercury [Member] | |||||||
Quarterly Financial Information [Line Items] | |||||||
Impairment of related intangibles | 18,800,000 | ||||||
Sunetric Segment [Member] | |||||||
Quarterly Financial Information [Line Items] | |||||||
Impairment of related intangibles | $10,400,000 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | ||||
Dec. 31, 2014 | Feb. 27, 2015 | Mar. 23, 2015 | Jan. 30, 2015 | Mar. 16, 2015 | Nov. 19, 2014 | |
Subsequent Event [Line Items] | ||||||
Maturity date of notes payable | 31-Mar-16 | |||||
Silicon Valley Bank (SVB) [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | 5,500,000 | $6,500,000 | ||||
Line of credit facility maturity date end | 29-Sep-14 | |||||
Silicon Valley Bank (SVB) [Member] | Eighth Loan Modification Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Eighth loan executed date | 30-Jan-15 | |||||
Eighth loan maturity date | 17-Mar-15 | |||||
Silicon Valley Bank (SVB) [Member] | Ninth Loan Modification Agreement [Member] | Minimum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Line of credit facility maturity date end | 17-Mar-15 | |||||
Silicon Valley Bank (SVB) [Member] | Ninth Loan Modification Agreement [Member] | Maximum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Line of credit facility maturity date end | 15-Mar-16 | |||||
Subsequent Events [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Sale of common stock unit | 7,000,000 | |||||
Purchase price of common stock warrant | $0.50 | |||||
Net proceeds of warrant | 2,750,000 | |||||
Subsequent Events [Member] | Series A Warrant [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Percentage of number of shares of Common stock | 50.00% | |||||
Subsequent Events [Member] | Series C Warrant [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Percentage of number of shares of Common stock | 50.00% | |||||
Subsequent Events [Member] | Series D Warrant [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Percentage of number of shares of Common stock | 9.99% | |||||
Subsequent Events [Member] | Series E Warrants [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Percentage of number of shares of Common stock | 9.99% | |||||
Subsequent Events [Member] | Common Class A [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Percentage of number of shares of Common stock | 9.99% | |||||
Subsequent Events [Member] | Series B Warrant [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Net proceeds of warrant | 800,000 | 2,900,000 | ||||
Subsequent Events [Member] | WestPark Capital Inc [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Fee paid to placement agent | 245,000 | |||||
Reimbursement of agent's expenses | 40,000 | |||||
Warrants issued to placement agent to purchase common stock | 560,000 | |||||
Subsequent Events [Member] | Silicon Valley Bank (SVB) [Member] | Eighth Loan Modification Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Line of credit facility, waiver fee | 8,125 | |||||
Subsequent Events [Member] | Silicon Valley Bank (SVB) [Member] | Ninth Loan Modification Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Line of credit facility, waiver fee | 50,000 | |||||
Line of credit facility, maximum borrowing capacity | 5,000,000 | |||||
Line of credit facility, reserve under availability amount | $1,000,000 |