Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 09, 2016 | |
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 | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 12,561,943 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 188 | $ 594 |
Accounts receivable, net | 4,089 | 4,374 |
Costs in excess of billings | 288 | 930 |
Inventory, net | 1,521 | 2,051 |
Deferred costs on uncompleted contracts | 756 | 935 |
Other current assets | 896 | 662 |
Current assets of discontinued operations | 2,712 | 2,853 |
Total current assets | 10,450 | 12,399 |
Property and equipment, net | 887 | 1,015 |
Goodwill | 1,338 | 1,338 |
Net investment in sales-type leases and other assets | 1,544 | 1,405 |
Noncurrent assets of discontinued operations | 748 | 878 |
Total assets | 14,967 | 17,035 |
Current liabilities: | ||
Line of credit | 4,085 | 774 |
Accounts payable | 6,919 | 9,121 |
Accrued liabilities | 1,327 | 1,278 |
Billings in excess of costs on uncompleted contracts | 829 | 858 |
Deferred revenue and other current liabilities | 592 | 918 |
Current liabilities of discontinued operations | 4,176 | 4,510 |
Total current liabilities | 17,928 | 17,459 |
Other liabilities | 912 | 22 |
Common stock warrant liability | 302 | 342 |
Noncurrent liabilities of discontinued operations | 225 | 225 |
Total liabilities | $ 19,367 | $ 18,048 |
Commitments and contingencies (Note. 5) | ||
Shareholders' equity: | ||
Class A common stock, $.0001 par value, 150,000,000 shares authorized, 12,561,201 and 12,301,173 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively | $ 8 | $ 8 |
Additional paid-in capital | 156,697 | 156,433 |
Accumulated deficit | (161,105) | (157,454) |
Total shareholders' deficit | (4,400) | (1,013) |
Total liabilities and shareholders' deficit | $ 14,967 | $ 17,035 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (unaudited) (Parentheticals) - Class A common stock - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
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 | 12,561,201 | 12,301,173 |
Common stock, shares outstanding | 12,561,201 | 12,301,173 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Net revenue | $ 4,939 | $ 10,610 |
Cost of goods sold | 4,856 | 9,713 |
Gross profit | 83 | 897 |
Expenses: | ||
Selling and operating | 2,192 | 4,071 |
General and administrative | 1,297 | 1,667 |
Share based compensation | 165 | 245 |
Restructuring costs | 37 | 21 |
Litigation | 24 | |
Depreciation and amortization | 108 | 150 |
Total expenses | 3,823 | 6,154 |
Loss from continuing operations | (3,740) | (5,257) |
Other income | 9 | 110 |
Interest expense, net | (39) | (225) |
Change in valuation of warrants, net | (42) | 1,755 |
Loss before income taxes | (3,812) | (3,617) |
Income tax (expense) benefit | 65 | |
Loss from continuing operations, net of tax | (3,812) | (3,552) |
Income (loss) from discontinued operations, net of tax | 161 | (182) |
Net loss | $ (3,651) | $ (3,734) |
Net loss per share - basic and diluted: | ||
From continuing operations (in dollars per share) | $ (0.30) | $ (1.24) |
From discontinued operations (in dollars per share) | 0.01 | (0.06) |
Net loss per share - basic and diluted (in dollars per share) | $ (0.29) | $ (1.30) |
Weighted-average shares outstanding: | ||
Basic and diluted (in shares) | 12,431 | 2,871 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Changes in Equity (Deficit) (unaudited) - 3 months ended Mar. 31, 2016 - USD ($) $ in Thousands | Class A Common Stock | Additional Paid - in Capital | Accumulated Deficit | Total |
Balances at Dec. 31, 2015 | $ 8 | $ 156,433 | $ (157,454) | $ (1,013) |
Balances (in shares) at Dec. 31, 2015 | 12,301,173 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock and other equity changes related to compensation | 165 | 165 | ||
Proceeds from warrant exercises, net of costs | 17 | 17 | ||
Proceeds from warrant exercises, net of costs (in shares) | 41,340 | |||
Adjustment to common stock warrant liability for warrants exercised/exchanged | 82 | 82 | ||
Adjustment to common stock warrant liability for warrants exercised/exchanged (in shares) | 218,688 | |||
Net loss | (3,651) | (3,651) | ||
Balances at Mar. 31, 2016 | $ 8 | $ 156,697 | $ (161,105) | $ (4,400) |
Balances (in shares) at Mar. 31, 2016 | 12,561,201 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Operating activities | ||
Net loss | $ (3,651) | $ (3,734) |
Income (loss) from discontinued operations | 161 | (182) |
Loss from continuing operations | (3,812) | (3,552) |
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities - continuing operations: | ||
Depreciation | 108 | 150 |
Share-based compensation | 165 | 245 |
Change in valuation of warrants, net | 42 | (1,755) |
Loss (gain) on sale of assets | 17 | (100) |
Deferred interest on related party debt | 95 | |
Bad debt expense | 100 | |
Changes in operating assets and liabilities, net of effects from acquisitions: | ||
Accounts receivable, net | 185 | 1,772 |
Costs in excess of billings on uncompleted contracts | 642 | 535 |
Inventory, net | 530 | 926 |
Deferred costs on uncompleted contracts | 179 | (611) |
Net investment in sales-type leases and other assets | (139) | (1,631) |
Other current assets | (236) | (379) |
Accounts payable, net of non-cash items | (1,251) | (2,025) |
Accrued liabilities | 49 | (377) |
Billings in excess of costs on uncompleted contracts | (29) | 10 |
Deferred revenue and other current liabilities | (326) | (976) |
Other liabilities | (24) | |
Net cash used in operating activities - continuing operations | (3,776) | (7,697) |
Net cash provided by operating activities - discontinued operations | 98 | 2,795 |
Net cash used in operating activities | (3,678) | (4,902) |
Investing activities | ||
Purchase of property and equipment | (129) | |
Proceeds from sale of property and equipment | 3 | 118 |
Net cash provided by (used in) investing activities | 3 | (11) |
Financing activities | ||
Principal borrowings on revolving line of credit | 7,194 | 12,272 |
Principal payments on revolving line of credit | (3,942) | (14,662) |
Proceeds from sale of common stock and warrant exercises, net of costs | 17 | 6,348 |
Net cash provided by financing activities | 3,269 | 3,958 |
Net change in cash | (406) | (955) |
Cash and cash equivalents at beginning of period | 594 | 1,947 |
Cash and cash equivalents at end of period | $ 188 | $ 992 |
Supplemental cash flow information | ||
Income taxes paid | ||
Interest paid | $ 27 | $ 72 |
Non-cash items | ||
Transfer from accounts payable to other liabilities for amounts paid by insurance carrier | 892 | |
Transfer of accounts payable to vendor to line of credit | 59 | |
Change in common stock warrant liability in conjunction with exercise of warrants | $ 82 | 2,861 |
Common stock warrant liability recorded in conjunction with February 2015 Offering | $ 12,033 |
Organization, Nature of Operati
Organization, Nature of Operations, and Principles of Consolidation | 3 Months Ended |
Mar. 31, 2016 | |
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 large 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 The Company has experienced recurring operating losses and negative cash flow from operations in recent years. As a result of these losses: • The Company was in technical default of certain covenants contained in its credit facility with Silicon Valley Bank (“SVB”) both as of December 31, 2015 and as of December 31, 2014. As discussed in Note 3. Revolving Line of Credit, Solar Solutions and Distribution, LLC, a Colorado-based renewable energy solutions company (“Solar Solutions”) acquired SVB’s loan to the Company on January 19, 2016 and the Company obtained a waiver of the technical defaults at that time. On that date the loan was further modified providing the Company with improved terms, such as an expanded definition of the loan’s borrowing base. • The Company did not pay vendors on a timely basis and, accordingly, experienced difficulties obtaining credit terms from its equipment suppliers. The Company, starting with the fourth quarter of 2014, implemented measures to reduce its cash outflow from operations. These measures included (i) exiting the large commercial segment which was operating at both an operating and cash flow loss, (ii) reducing staffing levels, (iii) raising prices for its products and (iv) efforts to enhance accounts receivable collections and optimize inventory levels. Although the Company was successful in reducing its cash used in operations (both continuing and discontinued operations), technical defaults with SVB described above and limited vendor terms that limited the Company’s ability to convert its backlog in an expeditious manner, resulted in customer cancellations of contracts. As a result of these circumstances, the Company arranged for additional financial capital as discussed below. During 2015, the Company raised aggregate proceeds of $15.0 million in two capital raising transactions. As discussed in Note 6. Shareholders’ Equity, on April 1, 2016 the Company issued $10.0 million of convertible notes and Series G warrants, raising net proceeds of $9.4 million (the “2016 Offering”). Under the terms of a registration rights agreement entered into in conjunction with the 2016 Offering, the Company was required to file a registration statement with the Securities and Exchange Commission registering for resale the maximum number of shares of Class A common stock issuable pursuant to the terms of the convertible notes and Series G warrants. Upon the effectiveness of the resale registration statement, the Company anticipated, based upon the schedule for releases of cash from the restricted collateral accounts, that the expected amount and timing of cash receipts would allow the Company to execute its 2016 business plan. On May 12, 2016, the Company agreed to request withdrawal of its registration statement and in exchange the investors in the 2016 Offering (the “Investors”) agreed (i) to release $1 million from the collateral accounts on the 3 rd th The Company has prepared its business plan for 2016 and believes it has sufficient financial resources to operate for the ensuing 12-month period from March 31, 2016. The Company objectives in preparing this plan included (i) expanding the size of the Company’s sales and construction organizations to generate gross margin that is in excess of its reduced fixed operating cost infrastructure and (ii) thereby reducing the Company’s present operating losses and returning the Company to profitable operations in the future. Elements of this plan include, among others, (i) realizing operating costs savings from reductions in staff, of which substantially all had been achieved by March 31, 2016, (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) hiring and training additional field and e-sales force personnel to grow sales, (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, (vi) realizing the benefits of new vendor terms negotiated by the Company during the last half of 2015 that will reduce the cost of equipment acquired by the Company, (vii) increasing the sales and installations with small commercial customers, and (viii) continued internal efforts to accelerate the conversion of the Company’s accounts receivable to cash. The Company believes that as a result of (i) additional capital expected from the engagement of the investment banking firm described above, (ii) additional capital from the release of portions of the $9.25 million in cash currently in collateral accounts from the 2016 Offering, (iii) replacing SVB with Solar Solutions for its credit facility on improved terms for the ensuing 12 months, and (iv) the actions it has already implemented to reduce its fixed operating cost infrastructure, the Company has sufficient financial resources to operate for the ensuing 12 months. In the event the Company is unable to successfully implement its 2016 business plan or is unable to either complete a capital raise as describe above or receive cash from the collateral accounts from the 2016 Offering as anticipated, then the Company would attempt to enact further reductions in costs, which would have a materially adverse impact on future operations. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies The Company made no changes to its significant accounting policies during the three months ended March 31, 2016. 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 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 months ended March 31, 2016 are not necessarily indicative of the expected results for the year ending December 31, 2016. 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, 2015. 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 2015 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 To reflect changes in the fair values of its outstanding warrants the Company recorded to its common stock warrant liability, a net noncash increase of $0.04 million during the three months ended March 31, 2016 and a decrease of $1.8 million during the three months ended March 31, 2015. 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 derivative warrant activity, adjusted to reflect the one-for-twenty reverse stock split on May 18, 2015 for the three months ended March 31, 2016: 2013 & 2014 2015 Total Warrants outstanding at December 31, 2015 628,204 274,728 902,932 Issuances - 20,670 20,670 Anti-dilution adjustments - 2,235 2,235 Exchanged for common stock - (185,831 ) (185,831 ) Exercised - (41,340 ) (41,340 ) Warrants outstanding at March 31, 2016 628,204 70,462 698,666 2013 & 2014 2015 Total Value of warrants at December 31, 2015 $ 193 $ 149 $ 342 Adjustment for warrants exercised/extinguished - (82 ) (82 ) Changes in fair value, net 68 (26 ) 42 Value of warrants at March 31, 2016 $ 261 $ 41 $ 302 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. The following tables summarize the basis used to measure certain financial assets and liabilities at fair value on a recurring basis in the condensed consolidated balance sheets: Balance at March 31, 2016 (in thousands) Total Quoted Prices Significant Significant Common stock warrant liability $ 302 $ — $ — $ 302 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 March 31, 2016: (in thousands) Fair Value Fair value of common stock warrant liability at December 31, 2015 $ 342 Change in the fair value of common stock warrant liability, net 42 Adjustment for warrants exercised/extinguished (82 ) Fair value of common stock warrant liability at March 31, 2016 $ 302 Recently Issued Accounting Standards ASU 2016-09 On March 30, 2016, the FASB issued Accounting Standards Update 2016-09 (“ASU 2016-09”), Simplifying Employee Share-Based Payment Accounting, ASU 2016-02 On February 25, 2016, the FASB issued Accounting Standards Update No. 2016-02 (“ASU 2016-02”), Leases, ASU 2015-11 On July 22, 2015, the FASB issued Accounting Standards Update No. 2015-11 (“ASU 2015-11”), Simplifying the Measurement of Inventory, ASU 2015-03 On April 7, 2015, the FASB issued Accounting Standards Update No. 2015-03 (“ASU 2015-03”), Simplifying the Presentation of Debt Issuance Costs, ASU 2015-01 On February 18, 2015, the FASB issued Accounting Standards Update No. 2015-01 (“ASU 2014-01”), Income Statement-Extraordinary and Unusual Items (Subtopic 225-20). 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, 2015. The Company is assessing the impact of ASU 2014-09 on its consolidated financial statements. |
Revolving Line of Credit
Revolving Line of Credit | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Revolving Line of Credit | 3. Revolving Line of Credit On January 19, 2016 the Company entered into a waiver and consent agreement with Silicon Valley Bank (“SVB”) in which it consented to the assignment of the revolving credit facility to Solar Solutions and Distribution, LLC, a Colorado-based renewable energy solutions company (“Solar Solutions”), and waived any claims against SVB. On January 19, 2016, Solar Solutions acquired the revolving credit facility from SVB. On March 30, 2016 the Company entered into an Amended and Restated Loan Agreement with Solar Solutions (the “Loan”) which, among other items, (i) extended the term to March 31, 2017, and (ii) allowed for certain eligible inventories to be included in the borrowing base. The Loan provides for advances not to exceed a maximum amount based upon a borrowing base availability of 75% of eligible accounts receivable and 25% of eligible inventory as defined in the Loan. The maximum amount of the Loan is currently $5.0 million, and is reduced to $4.0 million on October 1, 2016 and to $3.0 million on January 1, 2017. Borrowings bear interest at the greater of (a) the greater of the prime rate or 4.00%, plus 3.00%, and (b) 7.00%. The amended maturity date for the Loan is currently March 31, 2017. The line of credit has a facility fee of 2.0% per year of the average daily unused portion of the available line of credit and a loan administration and collateral monitoring labor fee of $4,000 per month. As of March 31, 2016 the Company had a balance outstanding under the Loan of $4.1 million and as of December 31, 2015, the Company had a line of credit outstanding with SVB of $0.8 million, accruing interest at 7% and 8% per annum, respectively. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 4. Related Party Transactions Riverside is currently the Company’s largest shareholder and held approximately 13.4% of the Company’s issued and outstanding shares of Class A common stock as of March 31, 2016. 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 | 3 Months Ended |
Mar. 31, 2016 | |
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 three 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 March 31, 2016: (in thousands) 2016 $ 578 2017 191 2018 87 2019 and thereafter 12 $ 868 The Company incurred rent expense of $0.2 million and $0.3 million for the three months ended March 31, 2016 and 2015, 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 costs incurred with respect to identified risks and uncertainties based upon the facts and circumstances currently available. 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 private offering of approximately $7.0 million of its Class A common stock and warrants (the “July 2014 PIPE Offering”) at a price per unit of $48.00 ($2.40 pre-reverse split). Subsequently, the Company’s stock price has declined to $0.63 as of December 31, 2015 and five of the investors that participated in the offering (out of approximately 20 total investors that participated in the offering) asserted claims against the Company in three separate lawsuits alleging certain misrepresentations and omissions in the offering. The Company subsequently reached settlements with all five investors. The Company recorded a charge to operations of $0.5 million as of June 30, 2015, in recognition of the loss contingency for the July 2014 PIPE offering. That charge was equal to the retention under the Company’s 2014-15 Officers and Directors liability insurance policy as the Company expects the insurance policy will cover any future claims in excess of the retention limit. On June 29, 2015, the Company 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 2014 PIPE Offering. The Company believes that it has complied fully with all applicable laws, rules and regulations, and has been cooperating fully with the government’s investigation. The Company has established a special committee of the board of directors to review the facts and circumstances surrounding the July 2014 PIPE Offering and engaged outside counsel to assist it with its review. The Company and its legal advisors believe its expenses in responding to the U.S. Securities and Exchange Commission subpoena, which were incurred after June 30, 2015, should be fully paid by its insurance carrier as they are directly related to the July 2014 PIPE Offering and the Company reached its retention limit for that event during the second quarter of 2015. The Company’s insurance carrier has denied coverage for these expenses on the grounds that the U.S. Securities and Exchange Commission subpoena does not constitute a “claim” covered by the policy, but has nevertheless agreed to advance funds to pay amounts we contend constitute defense costs, while reserving all rights, including the right to recoup all amounts advanced. The Company vigorously disputes the position of the insurance carrier in this matter. During the three months ended March 31, 2016, the insurance carrier advanced funds of $0.9 million that the Company has recorded as Other liabilities on the Condensed Consolidated Balance Sheet as resolution of this matter is a gain contingency. At this time, the Company is unable to determine the potential impact, if any, that may 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. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Shareholders' Equity | 6. Shareholders’ Equity Employee Option Exercises, Warrant Exercises and Common Stock Reserved for Future Issuances During the three months ended March 31, 2016, and 2015 the Company issued no shares of its Class A common stock to employees upon the exercise of stock options. During the three months ended March 31, 2016 and 2015 the Company issued 260,028 and 1,451,100 shares of its Class A common stock pursuant to the exercise or exchange of warrants and additional equity funding, respectively. At March 31, 2016, the Company had the following shares of Class A common stock reserved for future issuance: Stock options and grants outstanding under incentive plans 143,550 Common stock warrants outstanding - derivative liability 698,666 Common stock warrants outstanding - equity security 545,505 Total shares reserved for future issuance 1,387,721 2016 Convertible Note Offering On April 1, 2016, the Company entered into a securities purchase agreement for a private placement of $10.0 million units, each consisting of $1 Senior Secured Convertible Notes due on March 31, 2019 (the “Notes”) and one Series G warrant to purchase a fraction of one share of Class A common stock (the “2016 Offering”). On the same day the Company closed the transaction and issued an aggregate of $10.0 million of notes and Series G warrants exercisable into 4,979,460 shares of Class A common stock. The Company has reserved up to 61,500,000 shares of Class A common stock for issuance pursuant to the terms of the Notes. The Company received $0.75 million of the proceeds from the sale of the units at closing of the 2016 Offering in unrestricted cash. The remaining proceeds of $9.25 million are held in five separate collateral accounts that are subject to Deposit Account Control Agreements between the Bank of Hawaii, the Company, and the applicable investor. The Notes provided for distribution of the proceeds held pursuant to the Deposit Account Control Agreement as described on Form 8-K filed on April 1, 2016, as amended. On May 12, 2016, Notes were amended to provide for the release of cash from the collateral accounts as described in the following paragraph. On May 12, 2016, the Company agreed to request withdrawal of its registration statement and in exchange the investors in the 2016 offering (the “Investors”) agreed (i) to release $1 million from the collateral accounts on the 3 rd th |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | 7. Share-Based Compensation During the three months ended March 31, 2016, the Company did not grant any stock options and cancelled 3,129 stock options versus grants of 31,695 stock options and cancellations of 22,763 stock options during the three months ended March 31, 2015, under its 2008 Long-Term Incentive Plan. Nearly all of the new stock options vest in 5% quarterly installments for the 20 quarters beginning with the last day of the quarter in which the options are granted. Options issued to the Company’s Board of Directors under its 2008 Long-Term Incentive Plan, during the first quarter 2015, 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 during each of the three months ended March 31, 2016 and 2015, respectively. Share-based compensation expense is reported separately on the Company’s Condensed Consolidated Statement of Operations. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
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 three months ended March 31, 2016 and 2015, increased its valuation allowance by $1.2 million and $1.6 million, respectively. The Company recognized no income tax benefit for losses incurred during the three months ended March 31, 2016. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 9. Net Loss Per Share Basic net loss per share excludes any dilutive effects of options or warrants. The Company computes basic net loss per share using the weighted average number of shares of its Class A common stock outstanding during the period. The Company computes diluted net loss per share using the weighted average number of shares of its Class A common stock and common stock equivalents outstanding during the period. The Company excluded common stock equivalents of 1.4 million and 3.8 million for the three months ended March 31, 2016 and 2015, respectively, from the computation of diluted net loss per share because their effect is antidilutive. The following table sets forth the computation of basic and diluted net loss per share: Three Months Ended (in thousands, except per share data) 2016 2015 Net loss: Loss from continuing operations $ (3,812 ) $ (3,552 ) Income (loss) from discontinued operations 161 (182 ) Net loss $ (3,651 ) $ (3,734 ) Weighted average shares for basic and diluted net loss per share: Weighted average shares for basic net loss per share 12,431 2,871 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 12,431 2,871 Net loss per share – basic and diluted: Loss from continuing operations $ (0.30 ) $ (1.24 ) Income (loss) from discontinued operations 0.01 (0.06 ) Net loss $ (0.29 ) $ (1.30 ) |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | 10. Segment Information The Company operates as three reportable segments: (1) Residential – the installation of solar energy systems for homeowners, including lease financing thereof, and for small businesses (small commercial) in the continental U.S.; (2) Sunetric – the installation of solar energy systems for both homeowners and business owners (commercial) in Hawaii; and (3) Other – corporate operations. The Company discontinued its former large commercial segment and it is presented as discontinued operations. Financial information for the Company’s segments and a reconciliation of the total of the reportable segments’ loss from operations (measures of profit or loss) to the Company’s consolidated net loss are as follows: Three Months Ended (in thousands) 2016 2015 Net revenue: Residential $ 3,752 $ 6,857 Sunetric 1,187 3,753 Consolidated net revenue 4,939 10,610 Loss from operations: Residential (1,264 ) (2,469 ) Sunetric (798 ) (313 ) Other (1,678 ) (2,475 ) Consolidated loss from continuing operations (3,740 ) (5,257 ) Reconciliation of consolidated loss from operations to consolidated net loss: Other income 9 110 Interest expense (39 ) (225 ) Change in valuation of warrants (42 ) 1,755 Income tax (expense)/benefit - 65 Loss from discontinued operations, net of tax 161 (182 ) Net loss $ (3,651 ) $ (3,734 ) 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) March 31, 2016 December 31, 2015 Total assets – continuing operations: Residential $ 7,395 $ 9,229 Sunetric 2,830 3,041 Other 1,282 1,034 $ 11,507 $ 13,304 Total assets – discontinued operations: Commercial 3,460 3,731 $ 14,967 $ 17,035 |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2016 | |
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 (in thousands) 2016 2015 Major line items constituting pretax loss from discontinued operations: Net revenue $ 223 $ 423 Cost of goods sold 13 248 Selling and operating 43 260 General and administrative 6 74 Depreciation and amortization — 23 Pretax income (loss) from discontinued operations 161 (182 ) Income taxes — — Income (loss) from discontinued operations $ 161 $ (182 ) 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) March 31, December 31, Carrying amounts of major classes of assets included as part of discontinued operations: Current assets: Accounts receivable, net $ 1,471 $ 1,560 Costs in excess of billings on uncompleted contracts 1,105 1,105 Inventory, net 74 112 Other current assets 62 76 Total major classes of current assets of the discontinued operations 2,712 2,853 Noncurrent assets: Other noncurrent assets 748 878 Total noncurrent assets of discontinued operations 748 878 Total assets of the discontinued operations in the balance sheet $ 3,460 $ 3,731 Carrying amounts of major classes of liabilities included as part of discontinued operations: Current liabilities: Accounts payable $ 1,766 $ 1,978 Accrued liabilities 2,285 2,394 Deferred revenue and other current liabilities 125 138 Total current liabilities of discontinued operations 4,176 4,510 Noncurrent liabilities: Other liabilities 225 225 Total major classes of noncurrent liabilities of the discontinued operations 225 225 Total liabilities of the discontinued operations in the balance sheet $ 4,401 $ 4,735 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events See Note 1. Organization, Nature of Operations, and Principles of Consolidation and |
Significant Accounting Polici19
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
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 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 months ended March 31, 2016 are not necessarily indicative of the expected results for the year ending December 31, 2016. 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, 2015. 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 2015 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 To reflect changes in the fair values of its outstanding warrants the Company recorded to its common stock warrant liability, a net noncash increase of $0.04 million during the three months ended March 31, 2016 and a decrease of $1.8 million during the three months ended March 31, 2015. 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 derivative warrant activity, adjusted to reflect the one-for-twenty reverse stock split on May 18, 2015 for the three months ended March 31, 2016: 2013 & 2014 2015 Total Warrants outstanding at December 31, 2015 628,204 274,728 902,932 Issuances - 20,670 20,670 Anti-dilution adjustments - 2,235 2,235 Exchanged for common stock - (185,831 ) (185,831 ) Exercised - (41,340 ) (41,340 ) Warrants outstanding at March 31, 2016 628,204 70,462 698,666 2013 & 2014 2015 Total Value of warrants at December 31, 2015 $ 193 $ 149 $ 342 Adjustment for warrants exercised/extinguished - (82 ) (82 ) Changes in fair value, net 68 (26 ) 42 Value of warrants at March 31, 2016 $ 261 $ 41 $ 302 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. The following tables summarize the basis used to measure certain financial assets and liabilities at fair value on a recurring basis in the condensed consolidated balance sheets: Balance at March 31, 2016 (in thousands) Total Quoted Prices Significant Significant Common stock warrant liability $ 302 $ — $ — $ 302 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 March 31, 2016: (in thousands) Fair Value Fair value of common stock warrant liability at December 31, 2015 $ 342 Change in the fair value of common stock warrant liability, net 42 Adjustment for warrants exercised/extinguished (82 ) Fair value of common stock warrant liability at March 31, 2016 $ 302 |
Recently Issued Accounting Standards | Recently Issued Accounting Standards ASU 2016-09 On March 30, 2016, the FASB issued Accounting Standards Update 2016-09 (“ASU 2016-09”), Simplifying Employee Share-Based Payment Accounting, ASU 2016-02 On February 25, 2016, the FASB issued Accounting Standards Update No. 2016-02 (“ASU 2016-02”), Leases, ASU 2015-11 On July 22, 2015, the FASB issued Accounting Standards Update No. 2015-11 (“ASU 2015-11”), Simplifying the Measurement of Inventory, ASU 2015-03 On April 7, 2015, the FASB issued Accounting Standards Update No. 2015-03 (“ASU 2015-03”), Simplifying the Presentation of Debt Issuance Costs, ASU 2015-01 On February 18, 2015, the FASB issued Accounting Standards Update No. 2015-01 (“ASU 2014-01”), Income Statement-Extraordinary and Unusual Items (Subtopic 225-20). 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, 2015. The Company is assessing the impact of ASU 2014-09 on its consolidated financial statements. |
Significant Accounting Polici20
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of summary of changes to warrant valuations | 2013 & 2014 2015 Total Warrants outstanding at December 31, 2015 628,204 274,728 902,932 Issuances - 20,670 20,670 Anti-dilution adjustments - 2,235 2,235 Exchanged for common stock - (185,831 ) (185,831 ) Exercised - (41,340 ) (41,340 ) Warrants outstanding at March 31, 2016 628,204 70,462 698,666 2013 & 2014 2015 Total Value of warrants at December 31, 2015 $ 193 $ 149 $ 342 Adjustment for warrants exercised/extinguished - (82 ) (82 ) Changes in fair value, net 68 (26 ) 42 Value of warrants at March 31, 2016 $ 261 $ 41 $ 302 |
Schedule of fair value of assets and liabilities measured on recurring basis | Balance at March 31, 2016 (in thousands) Total Quoted Prices Significant Significant Common stock warrant liability $ 302 $ — $ — $ 302 |
Schedule of reconciliation from the beginning to the ending balance of common stock warrant liability measured at fair value on a recurring basis using significant unobservable inputs | (in thousands) Fair Value Fair value of common stock warrant liability at December 31, 2015 $ 342 Change in the fair value of common stock warrant liability, net 42 Adjustment for warrants exercised/extinguished (82 ) Fair value of common stock warrant liability at March 31, 2016 $ 302 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payments | (in thousands) 2016 $ 578 2017 191 2018 87 2019 and thereafter 12 $ 868 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Schedule of shares of Class A common stock reserved for future issuance | Stock options and grants outstanding under incentive plans 143,550 Common stock warrants outstanding - derivative liability 698,666 Common stock warrants outstanding - equity security 545,505 Total shares reserved for future issuance 1,387,721 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of computation of basic and diluted net loss per share | Three Months Ended (in thousands, except per share data) 2016 2015 Net loss: Loss from continuing operations $ (3,812 ) $ (3,552 ) Income (loss) from discontinued operations 161 (182 ) Net loss $ (3,651 ) $ (3,734 ) Weighted average shares for basic and diluted net loss per share: Weighted average shares for basic net loss per share 12,431 2,871 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 12,431 2,871 Net loss per share – basic and diluted: Loss from continuing operations $ (0.30 ) $ (1.24 ) Income (loss) from discontinued operations 0.01 (0.06 ) Net loss $ (0.29 ) $ (1.30 ) |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of reconciliation of total of reportable segments' loss from operations | Three Months Ended (in thousands) 2016 2015 Net revenue: Residential $ 3,752 $ 6,857 Sunetric 1,187 3,753 Consolidated net revenue 4,939 10,610 Loss from operations: Residential (1,264 ) (2,469 ) Sunetric (798 ) (313 ) Other (1,678 ) (2,475 ) Consolidated loss from continuing operations (3,740 ) (5,257 ) Reconciliation of consolidated loss from operations to consolidated net loss: Other income 9 110 Interest expense (39 ) (225 ) Change in valuation of warrants (42 ) 1,755 Income tax (expense)/benefit - 65 Loss from discontinued operations, net of tax 161 (182 ) Net loss $ (3,651 ) $ (3,734 ) |
Schedule of reconciliation of reportable segments' assets to the Company's consolidated total assets. | (in thousands) March 31, 2016 December 31, 2015 Total assets – continuing operations: Residential $ 7,395 $ 9,229 Sunetric 2,830 3,041 Other 1,282 1,034 $ 11,507 $ 13,304 Total assets – discontinued operations: Commercial 3,460 3,731 $ 14,967 $ 17,035 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of reconciliation of major line items constituting pretax loss of discontinued operations to the after-tax loss of discontinued operations presented in condensed consolidated statements of operations | For the Three Months Ended (in thousands) 2016 2015 Major line items constituting pretax loss from discontinued operations: Net revenue $ 223 $ 423 Cost of goods sold 13 248 Selling and operating 43 260 General and administrative 6 74 Depreciation and amortization — 23 Pretax income (loss) from discontinued operations 161 (182 ) Income taxes — — Income (loss) from discontinued operations $ 161 $ (182 ) |
Schedule of 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 | (in thousands) March 31, December 31, Carrying amounts of major classes of assets included as part of discontinued operations: Current assets: Accounts receivable, net $ 1,471 $ 1,560 Costs in excess of billings on uncompleted contracts 1,105 1,105 Inventory, net 74 112 Other current assets 62 76 Total major classes of current assets of the discontinued operations 2,712 2,853 Noncurrent assets: Other noncurrent assets 748 878 Total noncurrent assets of discontinued operations 748 878 Total assets of the discontinued operations in the balance sheet $ 3,460 $ 3,731 Carrying amounts of major classes of liabilities included as part of discontinued operations: Current liabilities: Accounts payable $ 1,766 $ 1,978 Accrued liabilities 2,285 2,394 Deferred revenue and other current liabilities 125 138 Total current liabilities of discontinued operations 4,176 4,510 Noncurrent liabilities: Other liabilities 225 225 Total major classes of noncurrent liabilities of the discontinued operations 225 225 Total liabilities of the discontinued operations in the balance sheet $ 4,401 $ 4,735 |
Organization, Nature of Opera26
Organization, Nature of Operations, and Principles of Consolidation (Detail Textuals) - USD ($) $ in Thousands | Apr. 01, 2016 | May. 12, 2016 | Apr. 30, 2016 | Dec. 31, 2015 | Mar. 31, 2016 |
Principles Of Consolidation Organization And Nature Of Operations [Line Items] | |||||
Net aggregate proceeds from capital raising transactions | $ 15,000 | ||||
Additional capital from convertible note held in restricted cash | $ 9,250 | ||||
Subsequent events | |||||
Principles Of Consolidation Organization And Nature Of Operations [Line Items] | |||||
Proceeds from convertible notes | $ 9,400 | ||||
Amount release from collateral accounts in exchange for withdrawal of registration statement | $ 1,000 | ||||
Additional amount release from collateral accounts in exchange for withdrawal of registration statement | $ 1,000 | ||||
Subsequent events | Convertible notes | |||||
Principles Of Consolidation Organization And Nature Of Operations [Line Items] | |||||
Proceeds from convertible notes | $ 10,000 | ||||
Net aggregate proceeds from capital raising transactions | $ 9,400 |
Significant Accounting Polici27
Significant Accounting Policies - Summary of Warrant Activity (Details ) | 3 Months Ended |
Mar. 31, 2016shares | |
Class Of Warrant Or Right Outstanding [Roll Forward] | |
Warrants outstanding at December 31, 2015 | 902,932 |
Issuances | 20,670 |
Anti-dilution adjustments | 2,235 |
Exchanged for common stock | (185,831) |
Warrants outstanding at March 31, 2016 | 698,666 |
Exercised | (41,340) |
2013 & 2014 Issuances | |
Class Of Warrant Or Right Outstanding [Roll Forward] | |
Warrants outstanding at December 31, 2015 | 628,204 |
Issuances | |
Anti-dilution adjustments | |
Exchanged for common stock | |
Warrants outstanding at March 31, 2016 | 628,204 |
Exercised | |
2015 Issuances | |
Class Of Warrant Or Right Outstanding [Roll Forward] | |
Warrants outstanding at December 31, 2015 | 274,728 |
Issuances | 20,670 |
Anti-dilution adjustments | 2,235 |
Exchanged for common stock | (185,831) |
Warrants outstanding at March 31, 2016 | 70,462 |
Exercised | (41,340) |
Significant Accounting Polici28
Significant Accounting Policies - Summary of Changes To Warrant Valuations (Details 1) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Class Of Warrant Or Right Outstanding [Roll Forward] | ||
Value of warrants at December 31, 2015 | $ 342 | |
Adjustment for warrants exercised/extinguished | (82) | |
Changes in fair value, net | 42 | $ (1,755) |
Value of warrants at March 31, 2016 | 302 | |
2013 & 2014 Issuances | ||
Class Of Warrant Or Right Outstanding [Roll Forward] | ||
Value of warrants at December 31, 2015 | $ 193 | |
Adjustment for warrants exercised/extinguished | ||
Changes in fair value, net | $ 68 | |
Value of warrants at March 31, 2016 | 261 | |
2015 Issuances | ||
Class Of Warrant Or Right Outstanding [Roll Forward] | ||
Value of warrants at December 31, 2015 | 149 | |
Adjustment for warrants exercised/extinguished | (82) | |
Changes in fair value, net | (26) | |
Value of warrants at March 31, 2016 | $ 41 |
Significant Accounting Polici29
Significant Accounting Policies - Fair Value of Assets and Liabilities Measured on Recurring Basis (Details 2) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Common stock warrant liability | $ 302 | $ 342 |
Recurring basis | Quoted Prices in Active Markets for Identical Items (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Common stock warrant liability | ||
Recurring basis | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Common stock warrant liability | ||
Recurring basis | Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Common stock warrant liability | $ 302 |
Significant Accounting Polici30
Significant Accounting Policies - Reconciliation of Common Stock Warrant Liability Measured at Fair Value on Recurring Basis (Details 3) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Change in the fair value of common stock warrant liability, net | $ 42 | $ (1,755) |
Adjustment for warrants exercised/extinguished | (82) | |
Recurring basis | Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | Common stock warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value of common stock warrant liability at December 31, 2015 | 342 | |
Change in the fair value of common stock warrant liability, net | 42 | |
Adjustment for warrants exercised/extinguished | (82) | |
Fair value of common stock warrant liability at March 31, 2016 | $ 302 |
Significant Accounting Polici31
Significant Accounting Policies - Additional Information (Detail Textuals) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016USD ($)SimulationPath | Mar. 31, 2015USD ($) | |
Accounting Policies [Abstract] | ||
Increase (decrease) in fair value of common stock warrant liability | $ | $ 1,800 | $ 40 |
Reverse stock split | one-for-twenty | |
Number of Monte Carlo pricing model simulations used to value the warrants | SimulationPath | 10,000 |
Revolving Line of Credit (Detai
Revolving Line of Credit (Detail Textuals) - Revolving line of credit - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Jan. 01, 2017 | Oct. 01, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | |
Silicon Valley Bank (SVB) | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit, outstanding | $ 4,100,000 | $ 800,000 | ||
Percentage of accruing interest rate | 7.00% | 8.00% | ||
Solar Solutions. | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 5,000,000 | |||
Borrowings interest rate, description | (a) the greater of the prime rate or 4.00%, plus 3.00%, and (b) 7.00%. | |||
Interest rate | 4.00% | |||
Interest rate during period | 7.00% | |||
Line of credit, facility fee percentage | 2.00% | |||
Administration and collateral monitoring labor fee | $ 4,000 | |||
Solar Solutions. | Accounts Receivable | ||||
Line of Credit Facility [Line Items] | ||||
Borrowing base | 75.00% | |||
Solar Solutions. | Inventory | ||||
Line of Credit Facility [Line Items] | ||||
Borrowing base | 25.00% | |||
Solar Solutions. | Subsequent events | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility reduced amount | $ 3,000,000 | $ 4,000,000 |
Related Party Transactions (Det
Related Party Transactions (Detail Textuals) | Mar. 31, 2016 |
Riverside Lender | Class A common stock | |
Related Party Transaction [Line Items] | |
Ownership of common stock related party | 13.40% |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of remaining future minimum payments of all leases (Details) $ in Thousands | Mar. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,016 | $ 578 |
2,017 | 191 |
2,018 | 87 |
2019 and thereafter | 12 |
Total minimum lease payments | $ 868 |
Commitments and Contingencies35
Commitments and Contingencies (Detail Textuals) $ / shares in Units, $ in Millions | Jul. 09, 2014USD ($)$ / shares | Jun. 30, 2015USD ($) | Mar. 31, 2016USD ($)Investor | Mar. 31, 2015USD ($) | Dec. 31, 2015InvestorLawsuit$ / shares |
Commitments and Contingencies Disclosure [Line Items] | |||||
Rent expense | $ 0.2 | $ 0.3 | |||
Other liabilities | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Insurance carrier advanced | $ 0.9 | ||||
Minimum | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Operating leases, renewal options | 1 month | ||||
Maximum | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Operating leases, renewal options | 3 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 | $ 0.63 | ||||
Number of investors participated in the offering | Investor | 5 | ||||
Number of investors | Investor | 5 | 20 | |||
Number of lawsuits | Lawsuit | 3 | ||||
Recorded reserve | $ 0.5 |
Shareholders' Equity - Shares o
Shareholders' Equity - Shares of Class A common stock reserved for future issuance (Details) | Mar. 31, 2016shares |
Schedule Of Stockholders' Equity [Line Items] | |
Total shares reserved for future issuance | 1,387,721 |
Stock options and grants outstanding under incentive plans | |
Schedule Of Stockholders' Equity [Line Items] | |
Total shares reserved for future issuance | 143,550 |
Common stock warrants outstanding | Derivative liability | |
Schedule Of Stockholders' Equity [Line Items] | |
Total shares reserved for future issuance | 698,666 |
Common stock warrants outstanding | Equity security | |
Schedule Of Stockholders' Equity [Line Items] | |
Total shares reserved for future issuance | 545,505 |
Shareholders' Equity (Detail Te
Shareholders' Equity (Detail Textuals) - USD ($) $ / shares in Units, $ in Thousands | Apr. 01, 2016 | May. 12, 2016 | Mar. 31, 2016 | Mar. 31, 2015 |
Shareholders Equity [Line Items] | ||||
Total shares reserved for future issuance | 1,387,721 | |||
Additional capital from convertible note held in restricted cash | $ 9,250 | |||
Subsequent events | ||||
Shareholders Equity [Line Items] | ||||
Amount release from collateral accounts in exchange for withdrawal of registration statement | $ 1,000 | |||
Additional amount release from collateral accounts in exchange for withdrawal of registration statement | $ 1,000 | |||
2016 Convertible Note Offering | Subsequent events | ||||
Shareholders Equity [Line Items] | ||||
Net proceeds from offering | $ 10,000 | |||
Proceeds from sale of units | 750 | |||
Additional capital from convertible note held in restricted cash | 9,250 | |||
Class A common stock | ||||
Shareholders Equity [Line Items] | ||||
Shares issued upon exercise of warrants | 260,028 | 1,451,100 | ||
Class A common stock | 2016 Convertible Note Offering | Subsequent events | ||||
Shareholders Equity [Line Items] | ||||
Net proceeds from offering | $ 10,000 | |||
Purchase price of units per share (in dollars per share) | $ 1 | |||
Shares issued upon exercise of warrants | 4,979,460 | |||
Total shares reserved for future issuance | 61,500,000 |
Share-Based Compensation (Detai
Share-Based Compensation (Detail Textuals) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 0.2 | $ 0.2 |
2008 Long-Term Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options granted | 31,695 | |
Stock options cancelled | 3,129 | 22,763 |
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 | For the 20 quarters beginning with the last day of the quarter in which the options are granted | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Option vesting percentage | 5.00% |
Income Taxes (Detail Textuals)
Income Taxes (Detail Textuals) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets valuation allowances | $ 1.2 | $ 1.6 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of basic and diluted net loss per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Net loss: | ||
Loss from continuing operations | $ (3,812) | $ (3,552) |
Income (loss) from discontinued operations | 161 | (182) |
Net loss | $ (3,651) | $ (3,734) |
Weighted average shares for basic and diluted net loss per share: | ||
Weighted average shares for basic net loss per share | 12,431 | 2,871 |
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 | 12,431 | 2,871 |
Net loss per share - basic and diluted: | ||
Loss from continuing operations (in dollars per share) | $ (0.30) | $ (1.24) |
Income (loss) from discontinued operations (in dollars per share) | 0.01 | (0.06) |
Net loss per share - basic and diluted (in dollars per share) | $ (0.29) | $ (1.30) |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Detail Textuals) - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Earnings Per Share [Abstract] | ||
Antidilutive securities excluded from computation of earnings per share amount | 1.4 | 3.8 |
Segment Information - Financial
Segment Information - Financial information for segments and reconciliation of Total of Reportable segments' income/(loss)from operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting Information [Line Items] | ||
Net revenue | $ 4,939 | $ 10,610 |
Loss from operations | (3,740) | (5,257) |
Reconciliation of consolidated loss from operations to consolidated net loss: | ||
Other income | 9 | 110 |
Interest expense | 39 | 225 |
Change in valuation of warrants | (42) | 1,755 |
Income tax (expense)/benefit | 65 | |
Loss from discontinued operations, net of tax | 161 | (182) |
Net loss | (3,651) | (3,734) |
Residential | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 3,752 | 6,857 |
Loss from operations | (1,264) | (2,469) |
Sunetric | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 1,187 | 3,753 |
Loss from operations | (798) | (313) |
Other | ||
Segment Reporting Information [Line Items] | ||
Loss from operations | $ (1,678) | $ (2,475) |
Segment Information - Reconcili
Segment Information - Reconciliation of reportable segments' assets to consolidated total assets (Details 1) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | $ 14,967 | $ 17,035 |
Continuing Operations | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 11,507 | 13,304 |
Continuing Operations | Residential | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 7,395 | 9,229 |
Continuing Operations | Sunetric | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 2,830 | 3,041 |
Continuing Operations | Other | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 1,282 | 1,034 |
Discontinued Operations | Commercial | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | $ 3,460 | $ 3,731 |
Segment Information (Detail Tex
Segment Information (Detail Textuals) | 3 Months Ended |
Mar. 31, 2016Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 3 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of reconciliation of discontinued operations presented in condensed consolidated statements of operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Major line items constituting pretax loss from discontinued operations: | ||
Net revenue | $ 223 | $ 423 |
Cost of goods sold | 13 | 248 |
Selling and operating | 43 | 260 |
General and administrative | $ 6 | 74 |
Depreciation and amortization | 23 | |
Pretax income (loss) from discontinued operations | $ 161 | $ (182) |
Income taxes | ||
Income (loss) from discontinued operations | $ (161) | $ 182 |
Discontinued Operations - Sch46
Discontinued Operations - Schedule of reconciliation of discontinued operations presented in condensed consolidated balance sheets (Details 1) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Accounts receivable, net | $ 1,471 | $ 1,560 |
Costs in excess of billings on uncompleted contracts | 1,105 | 1,105 |
Inventory, net | 74 | 112 |
Other current assets | 62 | 76 |
Total major classes of current assets of the discontinued operations | 2,712 | 2,853 |
Noncurrent assets: | ||
Other noncurrent assets | 748 | 878 |
Total noncurrent assets of discontinued operations | 748 | 878 |
Total assets of the discontinued operations in the balance sheet | 3,460 | 3,731 |
Current liabilities: | ||
Accounts payable | 1,766 | 1,978 |
Accrued liabilities | 2,285 | 2,394 |
Deferred revenue and other current liabilities | 125 | 138 |
Total current liabilities of discontinued operations | 4,176 | 4,510 |
Noncurrent liabilities: | ||
Other liabilities | 225 | 225 |
Total major classes of noncurrent liabilities of the discontinued operations | 225 | 225 |
Total liabilities of the discontinued operations in the balance sheet | $ 4,401 | $ 4,735 |