Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 07, 2015 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Real Goods Solar, Inc. | |
Entity Central Index Key | 1,425,565 | |
Trading Symbol | rgse | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 12,280,546 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 5,338 | $ 1,947 |
Stock subscriptions receivable | 900 | |
Accounts receivable, net | 9,326 | 8,293 |
Costs in excess of billings | 1,599 | 2,789 |
Inventory, net | 3,146 | 4,639 |
Deferred costs on uncompleted contracts | 2,013 | 2,011 |
Other current assets | 2,374 | 1,047 |
Current assets of discontinued operations | 3,346 | 8,427 |
Total current assets | 28,042 | 29,153 |
Property and equipment, net | 1,350 | 1,504 |
Goodwill | 1,338 | 1,338 |
Other assets | 2,262 | 2,029 |
Noncurrent assets of discontinued operations | 937 | 1,082 |
Total assets | 33,929 | 35,106 |
Current liabilities: | ||
Line of credit | 4,028 | 4,350 |
Accounts payable | 9,712 | 13,398 |
Accrued liabilities | 1,392 | 2,978 |
Billings in excess of costs on uncompleted contracts | 2,575 | 1,984 |
Related party debt | 3,150 | |
Deferred revenue and other current liabilities | 2,280 | 3,613 |
Current liabilities of discontinued operations | 5,312 | 7,984 |
Total current liabilities | 25,299 | 37,457 |
Other liabilities | 73 | 132 |
Common stock warrant liability | 1,002 | 2,491 |
Noncurrent liabilities of discontinued operations | 227 | 327 |
Total liabilities | $ 26,601 | $ 40,407 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Class A common stock, $.0001 par value, 150,000,000 shares authorized, 12,280,545 and 2,601,284 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively | $ 8 | $ 5 |
Additional paid-in capital | 155,386 | 140,124 |
Common stock subscribed | 900 | |
Business acquisition consideration to be transferred | 1,244 | |
Accumulated deficit | (148,966) | (146,674) |
Total shareholders' equity (deficit) | 7,328 | (5,301) |
Total liabilities and shareholders' equity (deficit) | $ 33,929 | $ 35,106 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - Class A common stock - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Common stock, par value (in dollars per shares) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 12,280,545 | 2,601,284 |
Common stock, shares outstanding | 12,280,545 | 2,601,284 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Statement [Abstract] | ||||
Net revenue | $ 14,727 | $ 19,636 | $ 25,337 | $ 33,403 |
Cost of goods sold | 12,278 | 15,133 | 21,991 | 26,089 |
Gross profit | 2,449 | 4,503 | 3,346 | 7,314 |
Expenses: | ||||
Selling and operating | 2,916 | 6,914 | 6,987 | 12,850 |
General and administrative | 1,313 | 2,300 | 2,870 | 4,372 |
Share based compensation | 155 | 417 | 400 | 620 |
Acquisition costs | (304) | 806 | ||
Restructuring costs | 337 | 358 | ||
Litigation | 500 | 500 | ||
Depreciation and amortization | 124 | 554 | 274 | 1,185 |
Total expenses | 5,345 | 9,881 | 11,389 | 19,833 |
Loss from continuing operations | (2,896) | (5,378) | (8,043) | (12,519) |
Other income | 147 | 147 | ||
Interest expense | (144) | (234) | (369) | (456) |
Change in valuation of warrants, net | 4,509 | 6,082 | 6,264 | 1,415 |
Income/(loss) before income taxes | 1,616 | 470 | (2,001) | (11,560) |
Income tax (expense) benefit | (41) | 1,214 | 24 | 1,208 |
Income/(loss) from continuing operations, net of tax | 1,575 | 1,684 | (1,977) | (10,352) |
Loss from discontinued operations, net of tax | (133) | (23,039) | (315) | (25,831) |
Net income/(loss) | $ 1,442 | $ (21,355) | $ (2,292) | $ (36,183) |
Net income/(loss) per share - basic and diluted: | ||||
From continuing operations (in dollars per shares) | $ 0.31 | $ 0.73 | $ (0.50) | $ (4.67) |
From discontinued operations (in dollars per shares) | (0.03) | (10) | (0.08) | (11.65) |
Net income/(loss) per share - basic and diluted | $ 0.28 | $ (9.27) | $ (0.58) | $ (16.32) |
Weighted-average shares outstanding: | ||||
Basic and diluted (in shares) | 5,011 | 2,304 | 3,947 | 2,217 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Changes in Equity (unaudited) - 6 months ended Jun. 30, 2015 - USD ($) $ in Thousands | Class A common stock | Common Stock Subscribed | Additional Paid - in Capital | Business Combination Consideration to be Transferred | Accumulated Deficit | Total |
Beginning balance at Dec. 31, 2014 | $ 5 | $ 140,124 | $ 1,244 | $ (146,674) | $ (5,301) | |
Beginning balance (in shares) at Dec. 31, 2014 | 2,601,284 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock and other equity changes related to compensation | 406 | 406 | ||||
Proceeds from February 2015 Offering and warrant exercises, net of costs | $ 3 | 10,635 | 10,638 | |||
Proceeds from February 2015 Offering and warrant exercises, net of costs (in shares) | 3,015,886 | |||||
Proceeds from June 2015 Offering, net of costs | $ 900 | 3,514 | 4,414 | |||
Proceeds from June 2015 Offering, net of costs (in shares) | 4,021,884 | |||||
Establishment of liability related to common stock warrant issuance | (12,033) | (12,033) | ||||
Adjustment to common stock warrant liability for warrants exercised/extinguished | 7,258 | 7,258 | ||||
Adjustment to common stock warrant liability for warrants exercised/extinguished (in shares) | 1,328,004 | |||||
Related party debt conversion | 4,238 | 4,238 | ||||
Related party debt conversion ( in share) | 1,288,156 | |||||
Business combination consideration | 1,244 | $ (1,244) | ||||
Business combination consideration (in shares) | 22,631 | |||||
Fractional shares issued in connection with reverse split | 2,700 | |||||
Net loss | (2,292) | (2,292) | ||||
Ending balance at Jun. 30, 2015 | $ 8 | $ 900 | $ 155,386 | $ (148,966) | $ 7,328 | |
Ending balance (in shares) at Jun. 30, 2015 | 12,280,545 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Operating activities | ||
Net loss | $ (2,292) | $ (36,183) |
Loss from discontinued operations | (315) | (25,831) |
Loss from continuing operations | (1,977) | (10,352) |
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities - continuing operations: | ||
Depreciation | 274 | 459 |
Amortization | 1,145 | |
Share-based compensation | 406 | 2,012 |
Change in valuation of warrants | (6,264) | (1,415) |
Loss (gain) on sale of assets | (148) | 3 |
Deferred income tax benefit | (1,214) | |
Deferred interest on related party debt | 187 | |
Changes in operating assets and liabilities, net of effects from acquisitions: | ||
Accounts receivable, net | (827) | (2,514) |
Costs in excess of billings on uncompleted contracts | 1,190 | 1,423 |
Inventory, net | 1,493 | 624 |
Deferred costs on uncompleted contracts | (2) | (2,059) |
Other current assets | (233) | (504) |
Other assets | (1,327) | 522 |
Accounts payable | (3,892) | 2,367 |
Accrued liabilities | (675) | 1,685 |
Billings in excess of costs on uncompleted contracts | 591 | (1,339) |
Deferred revenue and other current liabilities | (1,333) | 1,035 |
Other liabilities | (59) | (663) |
Net cash used in operating activities - continuing operations | (12,596) | (8,785) |
Net cash provided by (used in) operating activities - discontinued operations | 2,139 | (15,874) |
Net cash used in operating activities | (10,457) | (24,659) |
Investing activities | ||
Cash from acquired businesses | 11,958 | |
Purchase of property and equipment | (150) | (642) |
Proceeds from sale of property and equipment | 168 | 103 |
Net cash provided by investing activities | 18 | 11,419 |
Financing activities | ||
Principal borrowings on revolving line of credit | 28,998 | 3,000 |
Principal payments on related party debt | (1,000) | |
Proceeds from exercise of warrants | 409 | |
Principal payments on revolving line of credit | (29,320) | |
Proceeds from 2015 Offerings and warrant exercises, net of costs | 14,152 | |
Exercise of stock options | 66 | |
Net cash provided by financing activities | 13,830 | 2,475 |
Net change in cash | 3,391 | (10,765) |
Cash and cash equivalents at beginning of period | 1,947 | 12,449 |
Cash and cash equivalents at end of period | 5,338 | 1,684 |
Supplemental cash flow information | ||
Income taxes paid | 17 | 6 |
Interest paid | 145 | 192 |
Non-cash items | ||
Issuance of 417,407 shares of Class A common stock in conjunction with the acquisition of businesses | 31,973 | |
Change in common stock warrant liability in conjunction with exercise of 8,363 warrants | $ 621 | |
Common stock warrant liability recorded in conjunction with February 2015 Offering | 12,033 | |
Issuance of Class A common stock to related party for conversion of subordinated debt and accrued interest | 4,238 | |
Consideration transferred to Elemental Energy LLC | 1,244 | |
Change in common stock warrant liability in conjunction with exercise/extinguishment of 1,328,004 warrants | 7,258 | |
Common stock subscribed | $ 900 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (unaudited) (Parenthetical) - shares | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Statement of Cash Flows [Abstract] | ||
Issuance of Class A common stock in conjunction with the acquisition of businesses | 417,407 | |
Shares issued pursuant to warrant exercises | 8,363 | |
Shares issued pursuant to warrant exercise/ extinguishment | 1,328,004 |
Organization, Nature of Operati
Organization, Nature of Operations, and Principles of Consolidation | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Nature of Operations, and Principles of Consolidation | 1. Organization, Nature of Operations, and Principles of Consolidation Real Goods Solar, Inc. (the “Company” or “RGS”) is a residential and small commercial solar energy engineering, procurement, and construction firm. Discontinued Operations During 2014, the Company committed to a strategic shift of its business resulting in a plan to sell certain net assets and rights, and the attrition of substantially completed contracts over the following twelve months comprising its large commercial installations business. Accordingly, the assets and liabilities, operating results, and operating and investing activities cash flows for the entire commercial segment are presented as a discontinued operation, separate from the Company’s continuing operations, for all periods presented in these condensed consolidated financial statements and footnotes, unless indicated otherwise. See Note 11. Discontinued Operations. Liquidity and Financial Resources Update In recent years, the Company has reported recurring operating losses and negative cash from operations, resulting in not paying vendors on a timely basis. To address these circumstances, the Company has taken actions designed to position the Company to improve its financial condition and to operate profitably in the future including (i) exiting the large commercial segment, which was operating at a significant operating and cash flow loss, (ii) reducing its operating cost infrastructure through reductions in its workforce and implementing new commission and marketing spend programs, (iii) arranging for new capital with its June 2015 Offering and the February 2015 Offering (together the “2015 Offerings”) of Class A common stock and warrants resulting in aggregate of approximately $16.5 million and (iv) converting the subordinated debt to equity. However, if planned operational and sales initiatives are not successful in significantly reducing historical loss from operations, the Company may not have sufficient funds to repay any outstanding borrowings as they come due or to fund its operating cash needs for the next twelve months. Such a situation would likely arise if the Company (i) is unsuccessful in its efforts to increase its sales and resulting revenue, (ii) encounters unplanned operational difficulties or (iii) if the timing of collection of accounts receivable and payments of accounts payable are significantly different than anticipated. If these circumstances arise the Company would be required to obtain financing from another source or raise additional capital through debt or equity financing. The Company has used a portion of the proceeds from the 2015 Offerings to reduce its accounts payable which has resulted in the reported cash outflow from operations for the six months ended June 30, 2015. The Company has prepared its business plan for 2015, taking into account (i) the proceeds from the 2015 Offerings', (ii) anticipated timing of vendor payments for existing accounts payable and for new solar panels, (iii) anticipated timing for sales and installation of solar energy systems, (iv) anticipated timing of collection of accounts receivable, and (v) its operating cost structure following the implementation of cost improvement actions. The Company's 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 future revenue for profitable operations and (ii) reducing the Company's present operating losses, with the intention of returning the Company to profitable operations in the future. Elements of this plan include, among others, (i) realizing operating costs savings from reductions in staff, (ii) the positive impact of the strategic decision to exit the large commercial segment which operated at both a substantial cash and operating loss, (iii) 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) continuing 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, (ii) renewing its credit facilities on improved terms, 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. However, if planned operational and sales initiatives are not successful in significantly reducing historical loss from operations, which would arise were the Company unsuccessful in its efforts to increase its sales, installations of solar energy systems and resulting revenue or if the Company encounters unplanned operational difficulties, or if the timing of collection of accounts receivable and payments of accounts payable are significantly different than anticipated, the Company may not have sufficient funds to repay any outstanding borrowings as they come due or to fund our operating cash needs for the next twelve months. These circumstances would require obtaining financing from another source or raise additional capital through debt or equity financing. While the Company has been successful in the past in obtaining new financing, there is no assurance that it will be able to raise any new funds in the future. The Company had total cash and available borrowings as follows: (in thousands) August 6, 2015 June 30, 2015 December 31, 2014 Cash plus availability under current borrowing base $ 1,325 $ 6,058 $ 3,001 Cash plus availability under maximum allowed borrowing base $ 3,012 $ 6,310 $ 3,097 |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies The Company made no changes to its significant accounting policies during the six months ended June 30, 2015. Principles of Consolidation and Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared by the Company’s management in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and in compliance with the rules and regulations of the U.S. Securities and Exchange Commission. Accordingly, these unaudited consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of our management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for the three and six months ended June 30, 2015 are not necessarily indicative of the expected results for the year ending December 31, 2015. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2014. Intercompany balances and transactions have been eliminated. Use of Estimates and Reclassifications The preparation of the condensed consolidated financial statements in accordance with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ materially from those estimates. Certain amounts in the 2014 financial statements have been reclassified to conform to the current year presentation. 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 The following table reflects original assumptions for common stock warrant liability issued in the first quarter of 2015. Date of issuance Exercise Closing Risk-free Market Remaining Expected Probability February 26, 2015 $ 0.50 $ 0.45 1.62 % 102.5 % 5.50 0.0 % 15.0 % March 17-31, 2015 variable $ 0.45 0.03 % 190.0 % 0.21 0.0 % NA The following table reflects assumptions for common stock warrants liability outstanding as of June 30, 2015. Date of issuance Exercise Closing Risk-free Market Remaining Expected Probability June 3, 2013 $ 14.26 $ 2.23 1.01 % 133.0 % 2.93 0.0 % 15.0 % November 15, 2013 $ 68.20 $ 2.23 1.28 % 121.0 % 3.88 0.0 % 15.0 % July 9, 2014 $ 63.80 $ 2.23 1.63 % 116.0 % 4.52 0.0 % 15.0 % November 18, 2014 $ 16.20 $ 2.23 1.96 % 104.0 % 6.39 0.0 % NA February 26, 2015 $ 3.29 $ 2.23 1.46 % 110.7 % 5.16 0.0 % 15.0 % March 17-31, 2015 variable $ 2.23 0.28 % 129.0 % 0.09 0.0 % NA a) The June 2015 Offering included warrants that are not derivative liabilities To reflect changes in the fair values of its outstanding warrants, the Company recorded to its common stock warrant liability, a net noncash decrease of $4.5 million and an increase of $6.1 million during the three months ended June 30, 2015 and 2014, respectively and noncash decreases of $6.3 million and $1.4 million during the six months ended June 30, 2015 and 2014, respectively. In the event warrants are exercised or expire without being exercised, the fair value is reduced by the number of warrants exercised or expired multiplied by the fair value of each warrant at the time of exercise or expiration, with a credit to additional paid-in capital. The table below summarizes the Company’s warrant activity, adjusted to reflect the one-for-twenty reverse stock split on May 18, 2015 for the six months ended June 30, 2015: 2013 & 2014 2015 Total Warrants outstanding at December 31, 2014 406,736 - 406,736 Issuances - 4,146,681 4,146,681 Anti-dilution adjustments 184,931 - 184,931 Exchanged for common stock - (1,147,805 ) (1,147,805 ) Exercised/extinguished (4,132 ) (2,805,887 ) (2,810,019 ) Warrants outstanding at June 30, 2015 587,535 192,989 780,524 2013 & 2014 2015 Total Value of warrants at December 31, 2014 $ 2,491 $ - $ 2,491 Value of warrants issued - 12,033 12,033 Adjustment for warrants exercised/extinguished (3 ) (7,255 ) (7,258 ) Changes in fair value, net (1,804 ) (4,460 ) (6,264 ) Value of warrants at June 30, 2015 $ 684 $ 318 $ 1,002 Certain of the warrants also give the holder the right to require the Company to redeem the warrant for the then fair value of the warrant in the event of a change in control (the “Put Option Component”). The Company used 10,000 simulations in the Monte Carlo pricing model to value the warrants and the Put Option Component. If factors change and different assumptions are used, the warrant liability and the change in estimated fair value could be materially different. Changes in the fair value of the warrants are reflected in the 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. Fair Value Measurement ASC 820 , Fair Value Measurements ASC 820 requires that the valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 establishes a three-tier fair value hierarchy, which prioritizes inputs that may be used to measure fair value as follows: · Level 1 — Observable inputs that reflect quoted prices for identical assets or liabilities in active markets. · Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. · Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. 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. Balance at June 30, 2015 (in thousands) Total Quoted Prices Significant Significant Common stock warrant liability $ 1,002 $ — $ — $ 1,002 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. 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 three months ended June 30, 2015: (in thousands) Fair Value Fair value of common stock warrant liability at December 31, 2014 $ 2,491 Issuance of common stock warrants 12,033 Change in the fair value of common stock warrant liability, net (6,264 ) Adjustment for warrants exercised/extinguished (7,258 ) Fair value of common stock warrant liability at June 30, 2015 $ 1,002 Recently Issued Accounting Standards ASU 2015-11 On July 22, 2015, the FASB issued ASU 2015-11,1 which requires the Company to measure most inventory “at the lower of cost and net realizable value,” thereby simplifying the current guidance under which an entity must measure inventory at the lower of cost or market (market in this context is defined as one of three different measures). The ASU will not apply to inventories that are measured by using either the last-in, first-out (LIFO) method or the retail inventory method (RIM). The Company is assessing the impact of ASU 2015-03 on its consolidated financial statements. ASU 2015-01 On February 18, 2015, the FASB issued Accounting Standards Update No. 2015-01 (“ASU 2014-15”), Income Statement-Extraordinary and Unusual Items (Subtopic 225-20). ASU 2015-03 On April 7, 2015, the FASB issued Accounting Standard Update No. 2015-03 (“ASU 2015-03”), Simplifying the Presentation of Debt Issuance Costs, 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. 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 assessing the impact of ASU 2014-15 on its consolidated financial statements. 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 Revenue Recognition, Revenue Recognition—Construction-Type and Production-Type Contracts, Other Assets and Deferred Costs—Contracts with Customers. 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. |
Revolving Line of Credit
Revolving Line of Credit | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Revolving Line of Credit | 3. Revolving Line of Credit Under a loan agreement, as amended (the “SVB Loan”), with Silicon Valley Bank, the Company has a revolving line of credit that provides for advances not to exceed $5.0 million based upon a borrowing base availability of 75% of eligible accounts receivable as defined in the SVB Loan. Borrowings bear interest at the greater of (a) the greater of the bank’s prime rate or 4.00%, plus 4.00%, and (b) 8.00%. The amended maturity date for the SVB Loan is currently March 15, 2016. 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. As of June 30, 2015 and December 31, 2014, the Company had a line of credit outstanding of $4.0 million and $4.4 million, respectively, accruing interest at 8% per annum as of June 30, 2015. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 4. Related Party Transactions On June 24, 2015, the Company entered into a Conversion Agreement (the “Conversion Agreement”) with Riverside Fund III, L.P. (“Riverside Lender”), an entity affiliated with Riverside, to convert notes payable with a principal balance of $3.15 million plus accrued interest of $1.1 million into 1,288,156 shares of the Company’s Class A common stock using a conversion ratio equal to $3.29 per share; the closing price of the Class A common stock on June 23, 2015 (the “Conversion”). The shares of Class A common stock issued to Riverside were in full satisfaction of the outstanding principal and accrued interest. Pursuant to the Conversion Agreement the Company is required to file, within 45 days after the effective date of the Conversion, a registration statement on Form S-3 to register for resale the shares of Class A common stock issued in the Conversion and any shares of Class A common stock held by the Riverside Lender’s affiliates. The registration statement must be effective within 120 days after the effective date of the Conversion. On August 10, 2015, the Company filed a registration statement on Form S-3 to satisfy this obligation. Riverside is currently the Company’s largest shareholder and holds approximately 13.7% of the Company’s issued and outstanding shares of Class A common stock as of June 30, 2015. Pursuant to the terms of a Shareholders Agreement, Riverside has the right to designate a certain number of individuals for appointment or nomination to our Board of Directors, tied to its ownership of the Company’s Class A common stock. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 5. Commitments and Contingencies The Company leases offices and warehouse space through non-cancelable operating leases. Some of these leases contain escalation clauses, based on increases in property taxes and building operating costs, and renewal options ranging from one month to five years. The Company also leases a fleet of vehicles classified as operating leases. The lease terms range from 36 to 60 months. The following schedule represents the remaining future minimum payments of all leases as of June 30, 2015: (in thousands) 2015 $ 517 2016 747 2017 164 2018 and thereafter 86 $ 1,514 The Company incurred rent expense of $0.3 million and $0.3 million for the three months ended June 30, 2015 and 2014, respectively ; and $0.6 million and $0.5 million for the six months ended June 30, 2015 and 2014, 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 $48.00 ($2.40 pre-reverse split). Subsequently, the Company’s stock price has declined to $2.23 as of June 30, 2015 and four of the investors that participated in the offering (out of approximately 20 total investors that participated in the offering) have asserted claims against the Company in three separate lawsuits alleging certain misrepresentations and omissions in the offering. Effective July 15, 2015 the Company settled with the four investors and recorded a charge to operations $0.5 million, in recognition of the loss contingency for the July 2014 PIPE offering. This charge is equal to the retention under the Company’s 2014-15 Officers and Directors liability insurance policy. On June 29, 2015, Real Goods Solar, Inc. received a subpoena from the U.S. Securities and Exchange Commission requesting the production of documents, records and information related to an investigation into the Company’s July 9, 2014 PIPE offering. The Company believes that it has complied fully with all applicable laws, rules and regulations, and intends to cooperate fully with the government’s investigation. At this time, the Company is unable to determine the potential impact, if any, that will result from this investigation. If the Company, its officers or its directors are deemed to have violated the securities laws, the U.S. Securities and Exchange Commission may seek various remedies against them. The Company recently received a letter from the owner of a large photovoltaic system built by the Company’s commercial division in 2012, that is claiming the system has significant defects and proposing to conduct repairs estimated to cost approximately $1.7 million. Based on the information currently available, the Company believes that the repairs proposed by the owner are excessive. The Company has recorded a reserve of $0.3 million, which it believes is a more reasonable estimate of the cost of any remediation. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Shareholders' Equity | 6. Shareholders’ Equity The following transactions were completed during the six months ended June 30, 2015: June 2015 Offering On June 26, 2015, the Company closed an offering of $5 million of units, each consisting of one share of Class A common stock and one Series F warrant to purchase 30% of one share of Class A common stock (the “June 2015 Offering”). The Company sold the units at a purchase price of $3.65 per unit. In connection with the June 2015 Offering, on June 30, 2015, the Company authorized the issuance of the common stock to the investors and the escrow for the entire $5.0 million of units. Due to the lateness of the day on June 30, 2015, 813,242 shares of Common Stock were delivered to investors by the Company’s transfer agent, 310,046 were delivered to an escrow account for future delivery to investors and 8,630,136 shares were delivered to an escrow account for the one-time “reset” adjustment described below. On July 1, 2015 the, and the remaining shares were delivered to investors. The Company received net proceeds totaling $4.4 million (proceeds of $5.0 million less costs of $0.6 million) consisting of $3.7 million placed into escrow for the benefit of the Company on June 30, 2015 and $0.9 million transferred directly from the placement agent on July 1, 2015. The funds placed into escrow for the benefit of the Company is included in Cash and cash equivalents on the Condensed Consolidated Balance Sheet as of June 30, 2015. The amount received by the Company on July 1, 2015 is shown as Stock subscriptions receivable and Common Stock - Subscribed on the Condensed Consolidated Balance Sheet as of June 30, 2015. On July 9, 2015 the Company completed the one-time “reset” adjustment of (i) the number of shares of Class A common stock, and (ii) the exercise price of the Series F warrants to purchase Class A common stock issued in the June 2015 Offering. As a result of the reset adjustment, the purchase price of Class A common stock in the June 2015 Offering was reset at $1.2432 per share and the exercise price of the Warrants was adjusted to $1.2432 per share. As a result of the adjustment, an additional 2,652,020 shares of Class A common stock were delivered to June 2015 Offering investors from the escrow established with the Company’s transfer agent. The remaining 5,978,117 shares held in escrow that were not delivered to investors in connection with the reset adjustment were released to the Company and cancelled. In the accompanying Statement of Changes in Stockholders’ Equity, the number of issued shares at June 30, 2015 reflect the actual shares issued to investors for these transactions and do not include excess shares temporarily held by the escrow agent at June 30, 2015 until the reset adjustment was made on July 9, 2015. Series A and Series C Warrant Exchange for Common Stock On June 25, 2015, the Company entered into separate Exchange Agreements (each, an “Exchange Agreement”) with two holders of the Company’s Series A Warrants and Series C Warrants (together, the “Warrants”) originally issued in the Company’s February 2015 Offering (each, a “Holder”), pursuant to which the Company agreed to exchange all the Warrants for shares of the Company’s Class A common stock. Under terms of the Exchange Agreement, at closing, the Company and Holders agreed to exchange all Warrants held by the Holders for shares of Class A common stock equal to 115% of the shares of Class A common stock issuable upon exercise of the Warrants (the “Exchange”). The Exchange Agreements prohibited the Company from delivering any shares to a Holder if after such delivery the Holder together with the other “attribution parties” collectively would beneficially own in excess of 9.99% of the number of shares of Class A common stock outstanding immediately after giving effect to such exchange. The Company was contractually obligated to issue the shares of Class A common stock issuable in the exchange post-closing at such time and in such amount as requested by each Holder in accordance with the terms of the Exchange Agreement. On June 25, 2015, one Holder exchanged 73,382 Warrant shares for 84,390 shares of Class A common stock. Between July 1, 2015 and July 7, 2015, the other Holder exchanged 1,081,403 Warrant shares for 1,243,614 shares of Class A common stock. In connection with the Exchange Agreement, Company recorded an inducement loss of $0.1 million related to the 15% exchange premium and loss on early extinguishment of debt associated with the common stock warrant liability of $0.4 million. These losses are included in Change in valuation of warrants on the Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2015. In the accompanying Statement of Changes in Stockholders’ Equity, the number of issued shares at June 30, 2015 reflect the actual shares issuable to warrant holders for these transactions. Conversion of Debt to Equity On June 24, 2015, the Company entered into the Conversion Agreement Riverside Lender to effect the Conversion. The Company issued to Riverside Lender, in full satisfaction of the outstanding principal and accrued interest, the promissory notes in the aggregate of the original principal amount of $3.15 million plus accrued interest of $1.1 million, 1,288,156 shares of the Company’s Class A common stock using a conversion ratio equal to $3.29 per share; the closing price on the Common Stock on June 23, 2015. To comply with NASDAQ continued listing requirements, the Company would not issue any shares of Common Stock to the Riverside Lender at the closing of the Conversion if such issuance would result in the Riverside (together with its affiliates) holding shares of Common Stock in excess of 19.99% of the Company’s outstanding shares of Common Stock immediately after giving effect to the Conversion (the “Maximum Percentage”) unless and until the Company has first obtained shareholder approval for such issuance. As such the Company issued 910,000 shares on June 25, 2015 and subsequently issued the remaining shares by July 15, 2015. In the accompanying Statement of Changes in Stockholders’ Equity, the number of issued shares at June 30, 2015 reflects the total shares issuable to the Riverside Lender. Pursuant to the Conversion Agreement the Company is required to file, within 45 days after the effective date of the Conversion, a registration statement on Form S-3 to register for resale the shares of Class A common stock issued in the Conversion and any shares of Class A common stock held by the Riverside Lender’s affiliates. The registration statement must be effective within 120 days after the effective date of the Conversion. Riverside is currently the Company’s largest shareholder and holds approximately 13.7% of the Company’s issued and outstanding shares of Common Stock as of June 30, 2015. May 2015 Reverse Stock Split On May 17, 2015, the Company executed a reverse stock split of all outstanding shares of the Company’s Class A common stock at a ratio of one-for-twenty, whereby twenty shares of Class A common stock were combined into one share of Class A common stock. The reverse split was previously authorized by a vote of the Company’s shareholders on May 12, 2015. The Company did not decrease its authorized shares of capital stock in connection with the reverse stock split. Share amounts are presented to reflect the reverse split in all periods. February 2015 Offering On February 26 and February 27, 2015, the Company closed the February 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. As more fully described above under Series A and Series C warrant Exchange for common stock, during the second quarter, the Company exchanged shares of Class A common stock for Series A and Series C warrants. As of June 30, 2015, the Company has realized net proceeds of $10.6 million from the February 2015 Offering. Employee Option Exercises During the three and six months ended June 30, 2015, the Company issued no shares of its Class A common stock to employees upon the exercise of stock options. During the six months ended June 30, 2015 and 2014 the Company issued 3,015,886 and 8,363 shares of its Class A common stock pursuant to the exercise of warrants and additional equity funding, respectively. At June 30, 2015, the Company had the following shares of Class A common stock reserved for future issuance: Stock options and grants outstanding under incentive plans 141,791 Stock options outstanding under plans not approved by security holders 4,500 Common stock warrants outstanding - derivative liability 603,885 Common stock warrants outstanding - equity security 18,258 Total shares reserved for future issuance 768,434 |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | 7. Share-Based Compensation During the six months ended June 30, 2015, the Company granted 85,231 stock options and cancelled 37,065 stock options versus grants of 97,150 stock options and cancellations of 75,420 stock options during the six months ended June 30, 2014, under its 2008 Long-Term Incentive Plan. The new stock options vest at 2% per month for the 50 months beginning with the first day of the eleventh month after date of grant. Options issued to the Company’s Board of Directors under its 2008 Long-Term Incentive Plan vest in 8.33% quarterly installments on the first day of each calendar quarter beginning on April 1, 2015 and ending on April 1, 2018, when the options become fully vested. Total share-based compensation expense recognized was $0.2 million and $0.4 million during the three months ended June 30, 2015 and 2014, respectively, and $0.4 million and $0.6 million during the six months ended June 30, 2015 and 2014, respectively. Share-based compensation expense is reported separately on the Company’s condensed consolidated statements of operations. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes The Company performed assessments of the realizability of its net deferred tax assets generated during each reporting period, considering all available evidence, both positive and negative. As a result of these assessments, the Company concluded that it was more likely than not that none of its net deferred tax assets would be recoverable through the reversal of temporary differences and near term normal business results. The Company, during the six months ended June 30, 2015 and 2014, increased its valuation allowance by $3.0 million and $9.9 million, respectively. The Company recognized no income tax benefit for losses incurred during the three and six months ended June 30, 2015. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | 9. Net Income (Loss) Per Share Basic net income/(loss) per share excludes any dilutive effects of options or warrants. The Company computes basic net income/(loss) per share using the weighted average number of shares of its Class A common stock outstanding during the period. The Company computes diluted net income/(loss) per share using the weighted average number of shares of its Class A common stock and common stock equivalents outstanding during the period. The Company excluded common stock equivalents of 0.8 million and 0.5 million for the three months ended June 30, 2015 and 2014, respectively, and 0.8 million and 0.5 million for the six months ended June 30, 2015 and 2014, respectively, from the computation of diluted net loss per share because their effect was antidilutive. The following table sets forth the computation of basic and diluted net loss per share: Three Months Ended Six Months Ended (in thousands, except per share data) 2015 2014 2015 2014 Net income/(loss): Income/(loss) from continuing operations $ 1,575 $ 1,684 $ (1,977 ) $ (10,352 ) Loss from discontinued operations (133 ) (23,039 ) (315 ) (25,831 ) Net income/(loss) $ 1,442 $ (21,355 ) $ (2,292 ) $ (36,183 ) Weighted average shares for basic and diluted net loss per share: Weighted average shares for basic net loss per share 5,011 2,304 3,947 2,217 Effect of dilutive securities - weighted average of stock options, restricted stock awards, and warrants — — — — Weighted average shares for basic and diluted net loss per share 5,011 2,304 3,947 2,217 Net income/(loss) per share – basic and diluted: Income/(loss) from continuing operations $ 0.31 $ .73 $ (0.50 ) $ (4.67 ) Loss from discontinued operations (0.03 ) (10.00 ) (0.08 ) (11.65 ) Net income/(loss) $ 0.28 $ (9.27 ) $ (0.58 ) $ (16.32 ) |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | 10. Segment Information During 2014, the Company discontinued its entire former Commercial segment and sold the assets of the catalog 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 – catalog, for 2014, and corporate 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 income/(loss) are as follows: Three Months Ended Six Months Ended (in thousands) 2015 2014 2015 2014 Net revenue: Residential $ 11,110 $ 15,943 $ 17,967 $ 29,217 Sunetric (a) 3,617 3,071 7,370 3,071 Other — 622 — 1,115 Consolidated net revenue 14,727 19,636 25,337 33,403 Income/(loss) from operations: Residential (509 ) (1,771 ) (2,978 ) (3,952 ) Sunetric (a) 162 (149 ) (151 ) (149 ) Other (2,549 ) (3,458 ) (4,914 ) (8,418 ) Consolidated loss from continuing operations (2,896 ) (5,378 ) (8,043 ) (12,519 ) Reconciliation of consolidated loss from operations to consolidated net loss: Other income 147 - 147 - Interest expense (144 ) (234 ) (369 ) (456 ) Change in valuation of warrants 4,509 6,082 6,264 1,415 Income tax (expense)/benefit (41 ) 1,214 24 1,208 Loss from discontinued operations, net of tax (133 ) (23,039 ) (315 ) (25,831 ) Net income/(loss) $ 1,442 $ (21,355 ) $ (2,292 ) $ (36,183 ) (a) Sunetric 2014 amounts are for the period of May 14, 2014, the acquisition date, through June 30, 2014. 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) June 30, 2015 December 31, 2014 Total assets – continuing operations: Residential $ 17,915 $ 17,183 Sunetric 5,829 7,430 Other 5,902 984 $ 29,646 $ 25,597 Total assets – discontinued operations: Commercial 4,283 9,509 $ 33,929 $ 35,106 |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 11. Discontinued Operations The following is a reconciliation of the major line items constituting pretax loss of discontinued operations to the after-tax loss of discontinued operations that are presented in the condensed consolidated statements of operations as indicated: For the Three Months Ended For the Six Months Ended (in thousands) 2015 2014 2015 2014 Major line items constituting pretax loss of discontinued operations: Net revenue $ 486 $ 15,544 $ 909 $ 23,920 Cost of goods sold 331 16,183 579 24,079 Selling and operating 190 1,533 450 3,465 General and administrative 34 — 108 — Stock option compensation — 1,392 — 1,392 Acquisition related costs — 438 — 1,629 Restructuring costs 31 — 31 — Depreciation and amortization 33 271 56 420 Goodwill and other asset impairments — 18,766 — 18,766 Pretax loss of discontinued operations (133 ) (23,039 ) (315 ) (25,831 ) Income tax benefit — — — — Loss on discontinued operations $ (133 ) $ (23,039 ) $ (315 ) $ (25,831 ) 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) June 30, December 31, Carrying amounts of major classes of assets included as part of discontinued operations: Current assets: Accounts receivable, net $ 1,724 $ 6,223 Costs in excess of billings on uncompleted contracts 1,378 1,841 Inventory, net 135 242 Deferred costs on uncompleted contracts — 42 Other current assets 109 79 Total major classes of current assets of the discontinued operations 3,346 8,427 Noncurrent assets: Property and equipment, net — 45 Other noncurrent assets 937 1,037 Total noncurrent assets of discontinued operations 937 1,082 Total assets of the discontinued operations in the balance sheet $ 4,283 $ 9,509 Carrying amounts of major classes of liabilities included as part of discontinued operations: Current liabilities: Accounts payable $ 2,570 $ 4,977 Accrued liabilities 2,552 2,608 Billings in excess of costs on uncompleted contracts 154 373 Deferred revenue and other current liabilities 36 26 Total current liabilities of discontinued operations 5,312 7,984 Noncurrent liabilities: Other liabilities 227 327 Total major classes of noncurrent liabilities of the discontinued operations 227 327 Total liabilities of the discontinued operations in the balance sheet $ 5,539 $ 8,311 |
Significant Accounting Polici19
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared by the Company’s management in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and in compliance with the rules and regulations of the U.S. Securities and Exchange Commission. Accordingly, these unaudited consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of our management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for the three and six months ended June 30, 2015 are not necessarily indicative of the expected results for the year ending December 31, 2015. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2014. Intercompany balances and transactions have been eliminated. |
Use of Estimates and Reclassifications | Use of Estimates and Reclassifications The preparation of the condensed consolidated financial statements in accordance with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ materially from those estimates. Certain amounts in the 2014 financial statements have been reclassified to conform to the current year presentation. |
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 The following table reflects original assumptions for common stock warrant liability issued in the first quarter of 2015. Date of issuance Exercise Closing Risk-free Market Remaining Expected Probability February 26, 2015 $ 0.50 $ 0.45 1.62 % 102.5 % 5.50 0.0 % 15.0 % March 17-31, 2015 variable $ 0.45 0.03 % 190.0 % 0.21 0.0 % NA The following table reflects assumptions for common stock warrants liability outstanding as of June 30, 2015. Date of issuance Exercise Closing Risk-free Market Remaining Expected Probability June 3, 2013 $ 14.26 $ 2.23 1.01 % 133.0 % 2.93 0.0 % 15.0 % November 15, 2013 $ 68.20 $ 2.23 1.28 % 121.0 % 3.88 0.0 % 15.0 % July 9, 2014 $ 63.80 $ 2.23 1.63 % 116.0 % 4.52 0.0 % 15.0 % November 18, 2014 $ 16.20 $ 2.23 1.96 % 104.0 % 6.39 0.0 % NA February 26, 2015 $ 3.29 $ 2.23 1.46 % 110.7 % 5.16 0.0 % 15.0 % March 17-31, 2015 variable $ 2.23 0.28 % 129.0 % 0.09 0.0 % NA a) The June 2015 Offering included warrants that are not derivative liabilities To reflect changes in the fair values of its outstanding warrants, the Company recorded to its common stock warrant liability, a net noncash decrease of $4.5 million and an increase of $6.1 million during the three months ended June 30, 2015 and 2014, respectively and noncash decreases of $6.3 million and $1.4 million during the six months ended June 30, 2015 and 2014, respectively. In the event warrants are exercised or expire without being exercised, the fair value is reduced by the number of warrants exercised or expired multiplied by the fair value of each warrant at the time of exercise or expiration, with a credit to additional paid-in capital. The table below summarizes the Company’s warrant activity, adjusted to reflect the one-for-twenty reverse stock split on May 18, 2015 for the six months ended June 30, 2015: 2013 & 2014 2015 Total Warrants outstanding at December 31, 2014 406,736 - 406,736 Issuances - 4,146,681 4,146,681 Anti-dilution adjustments 184,931 - 184,931 Exchanged for common stock - (1,147,805 ) (1,147,805 ) Exercised/extinguished (4,132) (2,805,887 ) (2,810,019 ) Warrants outstanding at June 30, 2015 587,535 192,989 780,524 2013 & 2014 2015 Total Value of warrants at December 31, 2014 $ 2,491 $ - $ 2,491 Value of warrants issued - 12,033 12,033 Adjustment for warrants exercised/extinguished (3 ) (7,255 ) (7,258 ) Changes in fair value, net (1,804 ) (4,460 ) (6,264 ) Value of warrants at June 30, 2015 $ 684 $ 318 $ 1,002 Certain of the warrants also give the holder the right to require the Company to redeem the warrant for the then fair value of the warrant in the event of a change in control (the “Put Option Component”). The Company used 10,000 simulations in the Monte Carlo pricing model to value the warrants and the Put Option Component. If factors change and different assumptions are used, the warrant liability and the change in estimated fair value could be materially different. Changes in the fair value of the warrants are reflected in the 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. |
Fair Value Measurement | Fair Value Measurement ASC 820 , Fair Value Measurements ASC 820 requires that the valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 establishes a three-tier fair value hierarchy, which prioritizes inputs that may be used to measure fair value as follows: · Level 1 — Observable inputs that reflect quoted prices for identical assets or liabilities in active markets. · Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. · Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. 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. Balance at June 30, 2015 (in thousands) Total Quoted Prices Significant Significant Common stock warrant liability $ 1,002 $ — $ — $ 1,002 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. 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 three months ended June 30, 2015: (in thousands) Fair Value Fair value of common stock warrant liability at December 31, 2014 $ 2,491 Issuance of common stock warrants 12,033 Change in the fair value of common stock warrant liability, net (6,264 ) Adjustment for warrants exercised/extinguished (7,258 ) Fair value of common stock warrant liability at June 30, 2015 $ 1,002 |
Recently Issued Accounting Standards | Recently Issued Accounting Standards ASU 2015-11 On July 22, 2015, the FASB issued ASU 2015-11,1 which requires the Company to measure most inventory “at the lower of cost and net realizable value,” thereby simplifying the current guidance under which an entity must measure inventory at the lower of cost or market (market in this context is defined as one of three different measures). The ASU will not apply to inventories that are measured by using either the last-in, first-out (LIFO) method or the retail inventory method (RIM). The Company is assessing the impact of ASU 2015-03 on its consolidated financial statements. ASU 2015-01 On February 18, 2015, the FASB issued Accounting Standards Update No. 2015-01 (“ASU 2014-15”), Income Statement-Extraordinary and Unusual Items (Subtopic 225-20). ASU 2015-03 On April 7, 2015, the FASB issued Accounting Standard Update No. 2015-03 (“ASU 2015-03”), Simplifying the Presentation of Debt Issuance Costs, 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. 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 assessing the impact of ASU 2014-15 on its consolidated financial statements. 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 Revenue Recognition, Revenue Recognition—Construction-Type and Production-Type Contracts, Other Assets and Deferred Costs—Contracts with Customers. 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. |
Organization, Nature of Opera20
Organization, Nature of Operations, and Principles of Consolidation (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of total cash and available borrowings | (in thousands) August 6, 2015 June 30, 2015 December 31, 2014 Cash plus availability under current borrowing base $ 1,325 $ 6,058 $ 3,001 Cash plus availability under maximum allowed borrowing base $ 3,012 $ 6,310 $ 3,097 |
Significant Accounting Polici21
Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Assumptions Used for Common Stock Warrants Liability Issued | Date of issuance Exercise Closing Risk-free Market Remaining Term Expected Probability February 26, 2015 $ 0.50 $ 0.45 1.62 % 102.5 % 5.50 0.0 % 15.0 % March 17-31, 2015 variable $ 0.45 0.03 % 190.0 % 0.21 0.0 % NA |
Assumptions Used for Common Stock Warrants Liability Outstanding | Date of issuance Exercise Closing Risk-free Market Remaining Expected Probability June 3, 2013 $ 14.26 $ 2.23 1.01 % 133.0 % 2.93 0.0 % 15.0 % November 15, 2013 $ 68.20 $ 2.23 1.28 % 121.0 % 3.88 0.0 % 15.0 % July 9, 2014 $ 63.80 $ 2.23 1.63 % 116.0 % 4.52 0.0 % 15.0 % November 18, 2014 $ 16.20 $ 2.23 1.96 % 104.0 % 6.39 0.0 % NA February 26, 2015 $ 3.29 $ 2.23 1.46 % 110.7 % 5.16 0.0 % 15.0 % March 17-31, 2015 variable $ 2.23 0.28 % 129.0 % 0.09 0.0 % NA a) The June 2015 Offering included warrants that are not derivative liabilities |
Summary of Changes to Warrant Valuations | 2013 & 2014 Issuances 2015 Total Value of warrants at December 31, 2014 $ 2,491 $ — $ 2,491 Value of warrants issued — 12,033 12,033 Adjustment for warrants exercised/extinguished (3 ) (7,255 ) (7,258 ) Changes in fair value, net (1,804 ) (4,460 ) (6,264 ) Value of warrants at June 30, 2015 $ 684 $ 318 $ 1,002 |
Fair Value of Assets and Liabilities Measured on Recurring Basis | Balance at June 30, 2015 (in thousands) Total Quoted Prices in Active Markets for Identical Items (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Common stock warrant liability $ 1,002 $ — $ — $ 1,002 |
Reconciliation of Common Stock Warrant Liability Measured at Fair Value on Recurring Basis | (in thousands) Fair Value Fair value of common stock warrant liability at December 31, 2014 $ 2,491 Issuance of common stock warrants 12,033 Change in the fair value of common stock warrant liability, net (6,264 ) Adjustment for warrants exercised/extinguished (7,258 ) Fair value of common stock warrant liability at June 30, 2015 $ 1,002 |
Common stock warrants | |
Summary of Changes to Warrant Valuations | 2013 & 2014 2015 Total Warrants outstanding at December 31, 2014 406,736 - 406,736 Issuances - 4,146,681 4,146,681 Anti-dilution adjustments 184,931 - 184,931 Exchanged for common stock - (1,147,805 ) (1,147,805 ) Exercised/extinguished (4,132 ) (2,805,887 ) (2,810,019 ) Warrants outstanding at June 30, 2015 587,535 192,989 780,524 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Lease Payments | (in thousands) 2015 $ 517 2016 747 2017 164 2018 and thereafter 86 $ 1,514 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Shares of Class A Common Stock for Future Issuance | Stock options and grants outstanding under incentive plans 141,791 Stock options outstanding under plans not approved by security holders 4,500 Common stock warrants outstanding - derivative liability 603,885 Common stock warrants outstanding - equity security 18,258 Total shares reserved for future issuance 768,434 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss per Share | Three Months Ended Six Months Ended (in thousands, except per share data) 2015 2014 2015 2014 Net income/(loss): Income/(loss) from continuing operations $ 1,575 $ 1,684 $ (1,977 ) $ (10,352 ) Loss from discontinued operations (133 ) (23,039 ) (315 ) (25,831 ) Net income/(loss) $ 1,442 $ (21,355 ) $ (2,292 ) $ (36,183 ) Weighted average shares for basic and diluted net loss per share: Weighted average shares for basic net loss per share 5,011 2,304 3,947 2,217 Effect of dilutive securities - weighted average of stock options, restricted stock awards, and warrants — — — — Weighted average shares for basic and diluted net loss per share 5,011 2,304 3,947 2,217 Net income/(loss) per share – basic and diluted: Income/(loss) from continuing operations $ 0.31 $ .73 $ (0.50 ) $ (4.67 ) Loss from discontinued operations (0.03 ) (10.00 ) (0.08 ) (11.65 ) Net income/(loss) $ 0.28 $ (9.27 ) $ (0.58 ) $ (16.32 ) |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Financial Information for Company's Segments and Reconciliation of Total of Reportable Segments' Income (Loss) from Operations | Three Months Ended Six Months Ended (in thousands) 2015 2014 2015 2014 Net revenue: Residential $ 11,110 $ 15,943 $ 17,967 $ 29,217 Sunetric (a) 3,617 3,071 7,370 3,071 Other — 622 — 1,115 Consolidated net revenue 14,727 19,636 25,337 33,403 Income/(loss) from operations: Residential (509 ) (1,771 ) (2,978 ) (3,952 ) Sunetric (a) 162 (149 ) (151 ) (149 ) Other (2,549 ) (3,458 ) (4,914 ) (8,418 ) Consolidated loss from continuing operations (2,896 ) (5,378 ) (8,043 ) (12,519 ) Reconciliation of consolidated loss from operations to consolidated net loss: Other income 147 - 147 - Interest expense (144 ) (234 ) (369 ) (456 ) Change in valuation of warrants 4,509 6,082 6,264 1,415 Income tax (expense)/benefit (41 ) 1,214 24 1,208 Loss from discontinued operations, net of tax (133 ) (23,039 ) (315 ) (25,831 ) Net income/(loss) $ 1,442 $ (21,355 ) $ (2,292 ) $ (36,183 ) (a) Sunetric 2014 amounts are for the period of May 14, 2014, the acquisition date, through June 30, 2014. |
Reconciliation of Reportable Segments' Assets to Company's Consolidated Total Assets | (in thousands) June 30, 2015 December 31, 2014 Total assets – continuing operations: Residential $ 17,915 $ 17,183 Sunetric 5,829 7,430 Other 5,902 984 $ 29,646 $ 25,597 Total assets – discontinued operations: Commercial 4,283 9,509 $ 33,929 $ 35,106 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Reconciliation of Discontinued Operations Presented in Condensed Consolidated Statements of Operations | For the Three Months Ended For the Six Months Ended (in thousands) 2015 2014 2015 2014 Major line items constituting pretax loss of discontinued operations: Net revenue $ 486 $ 15,544 $ 909 $ 23,920 Cost of goods sold 331 16,183 579 24,079 Selling and operating 190 1,533 450 3,465 General and administrative 34 — 108 — Stock option compensation — 1,392 — 1,392 Acquisition related costs — 438 — 1,629 Restructuring costs 31 — 31 — Depreciation and amortization 33 271 56 420 Goodwill and other asset impairments — 18,766 — 18,766 Pretax loss of discontinued operations (133 ) (23,039 ) (315 ) (25,831 ) Income tax benefit — — — — Loss on discontinued operations $ (133 ) $ (23,039 ) $ (315 ) $ (25,831 ) |
Schedule of Reconciliation of Discontinued Operations Presented in Condensed Consolidated Balance Sheets | (in thousands) June 30, 2015 December 31, 2014 Carrying amounts of major classes of assets included as part of discontinued operations: Current assets: Accounts receivable, net $ 1,724 $ 6,223 Costs in excess of billings on uncompleted contracts 1,378 1,841 Inventory, net 135 242 Deferred costs on uncompleted contracts — 42 Other current assets 109 79 Total major classes of current assets of the discontinued operations 3,346 8,427 Noncurrent assets: Property and equipment, net — 45 Other noncurrent assets 937 1,037 Total noncurrent assets of discontinued operations 937 1,082 Total assets of the discontinued operations in the balance sheet $ 4,283 $ 9,509 Carrying amounts of major classes of liabilities included as part of discontinued operations: Current liabilities: Accounts payable $ 2,570 $ 4,977 Accrued liabilities 2,552 2,608 Billings in excess of costs on uncompleted contracts 154 373 Deferred revenue and other current liabilities 36 26 Total current liabilities of discontinued operations 5,312 7,984 Noncurrent liabilities: Other liabilities 227 327 Total major classes of noncurrent liabilities of the discontinued operations 227 327 Total liabilities of the discontinued operations in the balance sheet $ 5,539 $ 8,311 |
Organization, Nature of Opera27
Organization, Nature of Operations, and Principles of Consolidation - Total cash and available borrowings (Detail) - USD ($) $ in Thousands | Aug. 06, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Line of Credit Facility [Line Items] | |||
Cash plus availability under current borrowing base | $ 6,058 | $ 3,001 | |
Cash plus availability under maximum allowed borrowing base | $ 6,310 | $ 3,097 | |
Subsequent Events | |||
Line of Credit Facility [Line Items] | |||
Cash plus availability under current borrowing base | $ 1,325 | ||
Cash plus availability under maximum allowed borrowing base | $ 3,012 |
Organization, Nature of Opera28
Organization, Nature of Operations, and Principles of Consolidation (Detail Textuals) - 6 months ended Jun. 30, 2015 - USD ($) $ in Millions | Total |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |
Line of credit facility expiration period | 12 months |
2015 Offerings | Class A common stock and warrants | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |
Aggregate new capital | $ 16.5 |
Significant Accounting Polici29
Significant Accounting Policies - Assumptions Used for Common Stock Warrant Liability Issued (Detail) - Mar. 31, 2015 - Common stock warrant liability issued - $ / shares | Total |
February 26, 2015 | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ 0.50 |
Closing Market Price | $ 0.45 |
Risk-free Rate | 1.62% |
Market Price Volatility | 102.50% |
Remaining Term (years) | 5 years 6 months |
Expected dividend yield | 0.00% |
Probability of change in control | 15.00% |
March 17-31, 2015 | |
Class of Warrant or Right [Line Items] | |
Closing Market Price | $ 0.45 |
Risk-free Rate | 0.03% |
Market Price Volatility | 190.00% |
Remaining Term (years) | 2 months 16 days |
Expected dividend yield | 0.00% |
Significant Accounting Polici30
Significant Accounting Policies - Assumptions Used for Common Stock Warrant Liability Outstanding (Detail 1) - Jun. 30, 2015 - Common stock warrants liability outstanding - $ / shares | Total |
June 3, 2013 | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ 14.26 |
Closing Market Price | $ 2.23 |
Risk-free Rate | 1.01% |
Market Price Volatility | 133.00% |
Remaining Term (years) | 2 years 11 months 5 days |
Expected dividend yield | 0.00% |
Probability of change in control | 15.00% |
November 15, 2013 | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ 68.20 |
Closing Market Price | $ 2.23 |
Risk-free Rate | 1.28% |
Market Price Volatility | 121.00% |
Remaining Term (years) | 3 years 10 months 17 days |
Expected dividend yield | 0.00% |
Probability of change in control | 15.00% |
July 9, 2014 | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ 63.80 |
Closing Market Price | $ 2.23 |
Risk-free Rate | 1.63% |
Market Price Volatility | 116.00% |
Remaining Term (years) | 4 years 6 months 7 days |
Expected dividend yield | 0.00% |
Probability of change in control | 15.00% |
November 18, 2014 | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ 16.20 |
Closing Market Price | $ 2.23 |
Risk-free Rate | 1.96% |
Market Price Volatility | 104.00% |
Remaining Term (years) | 6 years 4 months 21 days |
Expected dividend yield | 0.00% |
February 26, 2015 | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ 3.29 |
Closing Market Price | $ 2.23 |
Risk-free Rate | 1.46% |
Market Price Volatility | 110.70% |
Remaining Term (years) | 5 years 1 month 28 days |
Expected dividend yield | 0.00% |
Probability of change in control | 15.00% |
March 17-31, 2015 | |
Class of Warrant or Right [Line Items] | |
Closing Market Price | $ 2.23 |
Risk-free Rate | 0.28% |
Market Price Volatility | 129.00% |
Remaining Term (years) | 1 month 2 days |
Expected dividend yield | 0.00% |
Significant Accounting Polici31
Significant Accounting Policies - Summary of Warrant Activity (Detail 2) | 6 Months Ended |
Jun. 30, 2015shares | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding at December 31, 2014 | 406,736 |
Issuances | 4,146,681 |
Anti-dilution adjustments | 184,931 |
Exchanged for common stock | (1,147,805) |
Exercised/extinguished | (2,810,019) |
Warrants outstanding at June 30, 2015 | 780,524 |
2013 & 2014 Issuances | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding at December 31, 2014 | 406,736 |
Issuances | |
Anti-dilution adjustments | 184,931 |
Exchanged for common stock | |
Exercised/extinguished | (4,132) |
Warrants outstanding at June 30, 2015 | 587,535 |
2015 Issuances | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding at December 31, 2014 | |
Issuances | 4,146,681 |
Anti-dilution adjustments | |
Exchanged for common stock | (1,147,805) |
Exercised/extinguished | (2,805,887) |
Warrants outstanding at June 30, 2015 | 192,989 |
Significant Accounting Polici32
Significant Accounting Policies - Summary of Changes To Warrant Valuations (Detail 3) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Class of Warrant or Right [Line Items] | ||||
Value of warrants at December 31, 2014 | $ 2,491 | |||
Value of warrants issued | 12,033 | |||
Adjustment for warrants exercised/extinguished | (7,258) | |||
Changes in fair value, net | $ (4,509) | $ (6,082) | (6,264) | $ (1,415) |
Value of warrants at June 30, 2015 | 1,002 | 1,002 | ||
2013 & 2014 Issuances | ||||
Class of Warrant or Right [Line Items] | ||||
Value of warrants at December 31, 2014 | $ 2,491 | |||
Value of warrants issued | ||||
Adjustment for warrants exercised/extinguished | $ (3) | |||
Changes in fair value, net | (1,804) | |||
Value of warrants at June 30, 2015 | 684 | $ 684 | ||
2015 Issuances | ||||
Class of Warrant or Right [Line Items] | ||||
Value of warrants at December 31, 2014 | ||||
Value of warrants issued | $ 12,033 | |||
Adjustment for warrants exercised/extinguished | (7,255) | |||
Changes in fair value, net | (4,460) | |||
Value of warrants at June 30, 2015 | $ 318 | $ 318 |
Significant Accounting Polici33
Significant Accounting Policies - Fair Value of Assets and Liabilities Measured on Recurring Basis (Detail 4) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Common stock warrant liability | $ 1,002 | $ 2,491 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Common stock warrant liability | $ 1,002 |
Significant Accounting Polici34
Significant Accounting Policies - Reconciliation of Common Stock Warrant Liability Measured at Fair Value on Recurring Basis (Detail 5) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Change in the fair value of common stock warrant liability, net | $ 6,264 | $ 1,415 |
Adjustment for warrants exercised/extinguished | (7,258) | |
Common stock warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of common stock warrant liability at December 31, 2014 | 2,491 | |
Issuance of common stock warrants | 12,033 | |
Change in the fair value of common stock warrant liability, net | (6,264) | |
Adjustment for warrants exercised/extinguished | (7,258) | |
Fair value of common stock warrant liability at June 30, 2015 | $ 1,002 |
Significant Accounting Polici35
Significant Accounting Policies - Additional Information (Detail Textuals) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
May. 18, 2015 | Jun. 30, 2015USD ($)SimulationPath | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)SimulationPath | Jun. 30, 2014USD ($) | |
Accounting Policies [Abstract] | |||||
Increase (decrease) in fair value of common stock warrant liability | $ (4.5) | $ 6.1 | $ (6.3) | $ 1.4 | |
Number of Monte Carlo pricing model simulations used to value the warrants | SimulationPath | 10,000 | 10,000 | |||
Reverse stock split | one-for-twenty |
Revolving Line of Credit (Detai
Revolving Line of Credit (Detail Textuals) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | |
Line of Credit Facility [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 6,310 | $ 3,097 |
Line of credit, outstanding | $ 4,000 | $ 4,400 |
Line of credit, interest rate | 8.00% | |
Silicon Valley Bank (SVB) | Revolving line of credit | ||
Line of Credit Facility [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 5,000 | |
Borrowing base | 75.00% | |
Borrowings interest rate, description | the greater of the bank's prime rate or 4.00%, plus 4.00%, and (b) 8.00 | |
Interest rate | 4.00% | |
Interest rate during period | 8.00% | |
Line of credit facility, expiration | Mar. 15, 2016 | |
Line of credit, facility fee | 0.50% | |
Reserve credit of subsidiary | $ 500,000 |
Related Party Transactions (Det
Related Party Transactions (Detail Textuals) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | ||
Jun. 24, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||
Notes payable | $ 3,150 | ||
Conversion Agreement | Riverside Lender | |||
Related Party Transaction [Line Items] | |||
Notes payable | $ 3,150 | ||
Accrued interest payable | $ 1,100 | ||
Conversion Agreement | Riverside Lender | Class A common stock | |||
Related Party Transaction [Line Items] | |||
Number of shares issued in exchange for notes payable | 1,288,156 | ||
Closing price per share equal to conversion ratio (in dollars per share) | $ 3.29 | ||
Ownership of common stock related party | 13.70% |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of remaining future minimum payments of all leases (Detail) $ in Thousands | Jun. 30, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,015 | $ 517 |
2,016 | 747 |
2,017 | 164 |
2018 and thereafter | 86 |
Total minimum lease payments | $ 1,514 |
Commitments and Contingencies39
Commitments and Contingencies (Detail Textuals) $ / shares in Units, $ in Millions | Jul. 09, 2014USD ($)LawsuitsInvestors$ / shares | Jun. 30, 2015USD ($)Investors | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)Investors$ / shares | Jun. 30, 2014USD ($) |
Commitments and Contingencies Disclosure [Line Items] | |||||
Rent expense | $ 0.3 | $ 0.3 | $ 0.6 | $ 0.5 | |
Recorded reserve | 0.3 | ||||
Estimated cost of proposed repairs | $ 1.7 | ||||
Minimum | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Operating leases, renewal options | 1 month | ||||
Maximum | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Operating leases, renewal options | 5 years | ||||
Vehicle Lease | Minimum | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Operating lease, lease term | 36 months | ||||
Vehicle Lease | Maximum | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Operating lease, lease term | 60 months | ||||
PIPE Offering | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Value of common stock in PIPE offering | $ 7 | ||||
Price per share of common stock issued in offering | $ / shares | $ 48 | ||||
Price per share of pre-reverse split | $ / shares | $ 2.40 | ||||
Declined price per share of common stock | $ / shares | $ 2.23 | ||||
Number of investors participated in the offering | Investors | 4 | ||||
Number of investors | Investors | 20 | 4 | 4 | ||
Number of lawsuits | Lawsuits | 3 | ||||
Recorded reserve | $ 0.5 |
Shareholders' Equity - Shares o
Shareholders' Equity - Shares of Class A common stock reserved for future issuance (Detail) | Jun. 30, 2015shares |
Schedule Of Stockholders' Equity [Line Items] | |
Total shares reserved for future issuance | 768,434 |
Common stock warrants outstanding | Derivative liability | |
Schedule Of Stockholders' Equity [Line Items] | |
Total shares reserved for future issuance | 603,885 |
Common stock warrants outstanding | Equity security | |
Schedule Of Stockholders' Equity [Line Items] | |
Total shares reserved for future issuance | 18,258 |
Stock options and grants | |
Schedule Of Stockholders' Equity [Line Items] | |
Total shares reserved for future issuance | 141,791 |
Stock options outstanding under plans not approved by security holders | |
Schedule Of Stockholders' Equity [Line Items] | |
Total shares reserved for future issuance | 4,500 |
Shareholders' Equity (Detail Te
Shareholders' Equity (Detail Textuals) $ / shares in Units, $ in Millions | Jul. 01, 2015USD ($) | Jul. 09, 2014$ / sharesshares | Jun. 26, 2015USD ($)$ / shares | Jun. 25, 2015USD ($)Holdershares | Feb. 27, 2015 | Jun. 30, 2015USD ($)shares | Jul. 07, 2015shares | Dec. 31, 2014shares | Jun. 30, 2014shares |
Shareholders Equity [Line Items] | |||||||||
Warrants exchanged for shares of common stock | shares | 780,524 | 406,736 | |||||||
Exchange Agreement | |||||||||
Shareholders Equity [Line Items] | |||||||||
Inducement loss | $ 0.1 | ||||||||
Exchange premium percentage | 15.00% | ||||||||
Loss on extinguishment of debt | $ 0.4 | ||||||||
February 2015 Offering | |||||||||
Shareholders Equity [Line Items] | |||||||||
Net proceeds from February 2015 offering | $ 10.6 | ||||||||
February 2015 Offering | Exchange Agreement | |||||||||
Shareholders Equity [Line Items] | |||||||||
Percentage of beneficial ownership in excess of | 9.99% | ||||||||
June 2015 Offering | |||||||||
Shareholders Equity [Line Items] | |||||||||
Net proceeds from February 2015 offering | $ 5 | ||||||||
Purchase price of units per share (in dollars per share) | $ / shares | $ 3.65 | ||||||||
Value of common stock shares authorized | $ 5 | ||||||||
Common stock shares delivered to investors | shares | 813,242 | ||||||||
Shares delivered to an escrow account for future delivery to investors | shares | 310,046 | ||||||||
Shares delivered to escrow account for reset adjustment | shares | 8,630,136 | ||||||||
Net proceeds from shares delivered to investors | $ 4.4 | ||||||||
Gross proceeds from shares delivered to investors | 5 | ||||||||
Shares offering costs | 0.6 | ||||||||
Amount placed in escrow FBO | $ 3.7 | ||||||||
Placement agent | June 2015 Offering | |||||||||
Shareholders Equity [Line Items] | |||||||||
Shares offering costs | $ 0.9 | ||||||||
Series F warrant | |||||||||
Shareholders Equity [Line Items] | |||||||||
Exercise price of the warrants, per share (in dollars per share) | $ / shares | $ 1.2432 | ||||||||
Series A and Series C Warrant | February 2015 Offering | Exchange Agreement | |||||||||
Shareholders Equity [Line Items] | |||||||||
Number of warrant holders | Holder | 2 | ||||||||
Percentage of common stock issuable upon exercise of Warrants | 115.00% | ||||||||
Class A common stock | |||||||||
Shareholders Equity [Line Items] | |||||||||
Percentage of number of shares of Common stock | 50.00% | ||||||||
Shares issued upon exercise of warrants | shares | 3,015,886 | 8,363 | |||||||
Purchase price of common stock, per share (in dollars per share) | $ / shares | $ 1.2432 | ||||||||
Number of shares delivered to investors | shares | 2,652,020 | ||||||||
Shares held in escrow released and cancelled | shares | 5,978,117 | ||||||||
Class A common stock | Exchange Agreement | |||||||||
Shareholders Equity [Line Items] | |||||||||
Shares issued upon exercise of warrants | shares | 84,390 | 1,243,614 | |||||||
Warrants exchanged for shares of common stock | shares | 73,382 | 1,081,403 | |||||||
Class A common stock | June 2015 Offering | |||||||||
Shareholders Equity [Line Items] | |||||||||
Percentage of number of shares of Common stock | 30.00% |
Shareholders' Equity (Detail 42
Shareholders' Equity (Detail Textuals 1) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | ||||
Jun. 25, 2015 | Jun. 24, 2015 | May. 18, 2015 | May. 17, 2015 | Jun. 30, 2015 | |
Shareholders Equity [Line Items] | |||||
Reverse stock split | one-for-twenty | ||||
Class A common stock | |||||
Shareholders Equity [Line Items] | |||||
Reverse stock split | one-for-twenty | ||||
Riverside Lender | |||||
Shareholders Equity [Line Items] | |||||
Ownership holding percentage | 19.99% | 13.70% | |||
Conversion Agreement | Riverside Lender | |||||
Shareholders Equity [Line Items] | |||||
Principal amount | $ 3,150 | ||||
Accrued interest | $ 1,100 | ||||
Conversion Agreement | Riverside Lender | Class A common stock | |||||
Shareholders Equity [Line Items] | |||||
Number of shares issued in exchange for notes payable | 910,000 | 1,288,156 | |||
Conversion ratio | $ 3.29 |
Share-Based Compensation (Detai
Share-Based Compensation (Detail Textuals) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 155 | $ 417 | $ 400 | $ 620 |
2008 Long-Term Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options granted | 85,231 | 97,150 | ||
Stock options cancelled | 37,065 | 75,420 | ||
2008 Long-Term Incentive Plan | On first day of each calendar quarter beginning on April 1, 2015 and ending on April 1, 2018 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Option vesting percentage | 8.33% | |||
New Stock Option Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period description | The new stock options vest at 2% per month for the 50 months beginning with the first day of the eleventh month after date of grant. | |||
New Stock Option Plan | For 50 months beginning with the first day of the eleventh month after date of grant | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Option vesting percentage | 2.00% |
Income Taxes (Detail Textuals)
Income Taxes (Detail Textuals) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets valuation allowances | $ 3,000 | $ 9,900 |
Income tax benefit | $ 0 |
Net Income (Loss) Per Share - C
Net Income (Loss) Per Share - Computation of basic and diluted net loss per share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Net income/(loss): | ||||
Income/(loss) from continuing operations | $ 1,575 | $ 1,684 | $ (1,977) | $ (10,352) |
Loss on discontinued operations | (133) | (23,039) | (315) | (25,831) |
Net income/(loss) | $ 1,442 | $ (21,355) | $ (2,292) | $ (36,183) |
Weighted average shares for basic and diluted net loss per share: | ||||
Weighted average shares for basic net loss per share | 5,011 | 2,304 | 3,947 | 2,217 |
Effect of dilutive securities - weighted average of stock options, restricted stock awards, and warrants | ||||
Weighted average shares for basic and diluted net loss per share | 5,011 | 2,304 | 3,947 | 2,217 |
Net income/(loss) per share - basic and diluted: | ||||
Income/(loss) from continuing operations | $ 0.31 | $ 0.73 | $ (0.50) | $ (4.67) |
Loss from discontinued operations | (0.03) | (10) | (0.08) | (11.65) |
Net income/(loss) | $ 0.28 | $ (9.27) | $ (0.58) | $ (16.32) |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Additional Information (Detail) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Antidilutive securities excluded from computation of earnings per share amount | 0.8 | 0.5 | 0.8 | 0.5 |
Segment Information - Financial
Segment Information - Financial information for segments and reconciliation of Total of Reportable segments' income/(loss)from operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Segment Reporting Information [Line Items] | |||||
Net revenue | $ 14,727 | $ 19,636 | $ 25,337 | $ 33,403 | |
Income/(loss) from operations: | (2,896) | (5,378) | (8,043) | (12,519) | |
Other income | 147 | 147 | |||
Interest expense | (144) | (234) | (369) | (456) | |
Change in valuation of warrants, net | 4,509 | 6,082 | 6,264 | 1,415 | |
Income tax (expense)/benefit | (41) | 1,214 | 24 | 1,208 | |
Loss from discontinued operations, net of tax | (133) | (23,039) | (315) | (25,831) | |
Net income/(loss) | 1,442 | (21,355) | (2,292) | (36,183) | |
Residential | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 11,110 | 15,943 | 17,967 | 29,217 | |
Income/(loss) from operations: | (509) | (1,771) | (2,978) | (3,952) | |
Sunetric | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | [1] | 3,617 | 3,071 | 7,370 | 3,071 |
Income/(loss) from operations: | [1] | $ 162 | (149) | $ (151) | (149) |
Other | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 622 | 1,115 | |||
Income/(loss) from operations: | $ (2,549) | $ (3,458) | $ (4,914) | $ (8,418) | |
[1] | Sunetric 2014 amounts are for the period of May 14, 2014, the acquisition date, through June 30, 2014. |
Segment Information - Reconcili
Segment Information - Reconciliation of reportable segments' assets to consolidated total assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | $ 33,929 | $ 35,106 |
Continuing Operations | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 29,646 | 25,597 |
Continuing Operations | Residential | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 17,915 | 17,183 |
Continuing Operations | Sunetric | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 5,829 | 7,430 |
Continuing Operations | Other | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 5,902 | 984 |
Discontinued Operations | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 33,929 | 35,106 |
Discontinued Operations | Commercial Segment | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | $ 4,283 | $ 9,509 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of reconciliation of discontinued operations presented in condensed consolidated statements of operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Major line items constituting pretax loss of discontinued operations: | ||||
Net revenue | $ 486 | $ 15,544 | $ 909 | $ 23,920 |
Cost of goods sold | 331 | 16,183 | 579 | 24,079 |
Selling and operating | 190 | 1,533 | 450 | 3,465 |
General and administrative | 34 | 108 | ||
Stock option compensation | 1,392 | 1,392 | ||
Acquisition related costs | 438 | 1,629 | ||
Restructuring costs | 31 | 31 | ||
Depreciation and amortization | 33 | 271 | 56 | 420 |
Goodwill and other asset impairments | 18,766 | 18,766 | ||
Pretax loss of discontinued operations | $ (133) | $ (23,039) | $ (315) | $ (25,831) |
Income tax benefit | ||||
(Loss)/gain on discontinued operations | $ (133) | $ (23,039) | $ (315) | $ (25,831) |
Discontinued Operations - Sch50
Discontinued Operations - Schedule of reconciliation of discontinued operations presented in condensed consolidated balance sheets (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Accounts receivable, net | $ 1,724 | $ 6,223 |
Costs in excess of billings on uncompleted contracts | 1,378 | 1,841 |
Inventory, net | 135 | 242 |
Deferred costs on uncompleted contracts | 42 | |
Other current assets | 109 | 79 |
Total major classes of current assets of the discontinued operations | 3,346 | 8,427 |
Noncurrent assets: | ||
Property and equipment, net | 45 | |
Other noncurrent assets | 937 | 1,037 |
Total noncurrent assets of discontinued operations | 937 | 1,082 |
Total assets of the discontinued operations in the balance sheet | 4,283 | 9,509 |
Current liabilities: | ||
Accounts payable | 2,570 | 4,977 |
Accrued liabilities | 2,552 | 2,608 |
Billings in excess of costs on uncompleted contracts | 154 | 373 |
Deferred revenue and other current liabilities | 36 | 26 |
Total current liabilities of discontinued operations | 5,312 | 7,984 |
Noncurrent liabilities: | ||
Other liabilities | 227 | 327 |
Total major classes of noncurrent liabilities of the discontinued operations | 227 | 327 |
Total liabilities of the discontinued operations in the balance sheet | $ 5,539 | $ 8,311 |